EXHIBIT 4
SG MORTGAGE SECURITIES, LLC
Depositor
XXXXX FARGO BANK, N.A.
Servicer
XXXXX FARGO BANK, N.A.
Custodian
XXXXX FARGO BANK, N.A.
Master Servicer and Securities Administrator
U.S. BANK NATIONAL ASSOCIATION
Trustee
------------------------------------------------------------
POOLING AND SERVICING AGREEMENT
------------------------------------------------------------
Dated as of July 1, 2006
SG Mortgage Securities Trust 2006-FRE2
Asset Backed Certificates, Series 2006-FRE2
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms................................................
Section 1.02 Allocation of Certain Interest Shortfalls....................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of the Mortgage Loans.............................
Section 2.02 Acceptance by Trustee........................................
Section 2.03 Repurchase or Substitution of Mortgage Loans.................
Section 2.04 Representations and Warranties of the Master Servicer........
Section 2.05 Representations, Warranties and Covenants of the Servicer....
Section 2.06 Issuance of Certificates.....................................
Section 2.07 Issuance of the Lower Tier REMIC Regular Interests and
the Class LT-R Interest; Conveyance of the Lower Tier
REMIC Regular Interests and Acceptance of the Upper Tier
REMIC by the Trustee........................................
Section 2.08 Negative Covenants of the Trustee, the Servicer and the
Master Servicer.............................................
Section 2.09 Establishment of the Trust...................................
Section 2.10 REMIC Matters................................................
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS; ACCOUNTS
Section 3.01 Servicer to Act as Servicer..................................
Section 3.02 Sub-Servicing Agreements Between the Servicer and
Sub-Servicers...............................................
Section 3.03 Successor Sub-Servicers......................................
Section 3.04 No Contractual Relationship Between Sub-Servicer, Trustee
or the Certificateholders...................................
Section 3.05 Assumption or Termination of Sub-Servicing Agreement by
Successor Servicer..........................................
Section 3.06 Collection of Certain Mortgage Loan Payments.................
Section 3.07 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts..........................................
Section 3.08 Collection Account and Distribution Account..................
Section 3.09 Withdrawals from the Collection Account and Distribution
Account.....................................................
Section 3.10 Investment of Funds in the Investment Accounts...............
Section 3.11 Maintenance of Hazard Insurance, Errors and Omissions and
Fidelity Coverage and Primary Mortgage Insurance............
Section 3.12 Enforcement of Due-on-Sale Clauses; Assumption Agreements....
Section 3.13 Realization Upon Defaulted Mortgage Loans....................
Section 3.14 Trustee to Cooperate; Release of Mortgage Files..............
Section 3.15 Servicing Compensation.......................................
Section 3.16 Collection Account Statements................................
Section 3.17 Statement as to Compliance...................................
Section 3.18 Assessments of Compliance and Accountant's Attestation
Reports.....................................................
Section 3.19 [Reserved]...................................................
Section 3.20 Access to Certain Documentation..............................
Section 3.21 Title, Management and Disposition of REO Property............
Section 3.22 Obligations of the Servicer in Respect of Prepayment
Interest Shortfalls; Relief Act Interest Shortfalls.........
Section 3.23 Obligations of the Servicer in Respect of Mortgage Rates
and Monthly Payments........................................
Section 3.24 Reserve Fund.................................................
Section 3.25 Servicer Indemnification.....................................
Section 3.26 Solicitations................................................
ARTICLE IV
ADMINISTRATION AND MASTER SERVICING OF THE
MORTGAGE LOANS BY THE MASTER SERVICER
Section 4.01 Master Servicer..............................................
Section 4.02 REMIC-Related Covenants......................................
Section 4.03 Monitoring of Servicer and Fremont...........................
Section 4.04 Fidelity Bond................................................
Section 4.05 Power to Act; Procedures.....................................
Section 4.06 Due-on-Sale Clauses; Assumption Agreements...................
Section 4.07 Documents, Records and Funds in Possession of Master
Servicer To Be Held for Trustee.............................
Section 4.08 Standard Hazard Insurance and Flood Insurance Policies.......
Section 4.09 Presentment of Claims and Collection of Proceeds.............
Section 4.10 Maintenance of Primary Mortgage Insurance Policies...........
Section 4.11 Trustee to Retain Possession of Certain Insurance
Policies and Documents......................................
Section 4.12 Realization Upon Defaulted Mortgage Loans....................
Section 4.13 Compensation for the Master Servicer.........................
Section 4.14 REO Property.................................................
Section 4.15 [Reserved]...................................................
Section 4.16 [Reserved]...................................................
Section 4.17 UCC..........................................................
Section 4.18 Obligation of the Master Servicer in Respect of
Prepayment Interest Shortfalls..............................
Section 4.19 Prepayment Charge Verification...............................
ARTICLE V
PAYMENTS TO CERTIFICATEHOLDERS
Section 5.01 Distributions................................................
Section 5.02 Statements to Certificateholders.............................
Section 5.03 Servicer Reports; P&I Advances...............................
Section 5.04 Swap Account.................................................
Section 5.05 Allocation of Realized Losses................................
Section 5.06 Tax Treatment of Swap Payments and Swap Termination
Payments....................................................
Section 5.07 Compliance with Withholding Requirements.....................
Section 5.08 Reports Filed with Securities and Exchange Commission........
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates.............................................
Section 6.02 Registration of Transfer and Exchange of Certificates........
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates............
Section 6.04 Persons Deemed Owners........................................
Section 6.05 Certain Available Information................................
ARTICLE VII
THE DEPOSITOR, THE SERVICER AND THE MASTER SERVICER
Section 7.01 Liability of the Depositor, the Servicer and the Master
Servicer....................................................
Section 7.02 Merger or Consolidation of the Depositor, the Servicer or
the Master Servicer.........................................
Section 7.03 Limitation on Liability of the Depositor, the Servicer,
the Master Servicer and Others..............................
Section 7.04 Limitation on Resignation of the Servicer....................
Section 7.05 Limitation on Resignation of the Master Servicer.............
Section 7.06 Assignment of Master Servicing...............................
Section 7.07 Rights of the Depositor in Respect of the Servicer and
the Master Servicer.........................................
Section 7.08 Duties of the Credit Risk Manager............................
Section 7.09 Limitation Upon Liability of the Credit Risk Manager.........
ARTICLE VIII
DEFAULT
Section 8.01 Servicer Events of Default...................................
Section 8.02 Trustee to Act; Appointment of Successor.....................
Section 8.03 Notification to Certificateholders...........................
Section 8.04 Waiver of Servicer Events of Default.........................
Section 8.05 Interim Servicer Events of Default...........................
ARTICLE IX
CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 9.01 Duties of Trustee and Securities Administrator...............
Section 9.02 Certain Matters Affecting Trustee and Securities
Administrator...............................................
Section 9.03 Trustee and Securities Administrator not Liable for
Certificates or Mortgage Loans..............................
Section 9.04 Trustee and Securities Administrator May Own Certificates....
Section 9.05 Fees and Expenses of Trustee and Securities Administrator....
Section 9.06 Eligibility Requirements for Trustee and Securities
Administrator...............................................
Section 9.07 Resignation and Removal of Trustee and Securities
Administrator...............................................
Section 9.08 Successor Trustee or Securities Administrator................
Section 9.09 Merger or Consolidation of Trustee or Securities
Administrator...............................................
Section 9.10 Appointment of Co-Trustee or Separate Trustee................
Section 9.11 Appointment of Office or Agency..............................
Section 9.12 Representations and Warranties...............................
ARTICLE X
TERMINATION
Xxxxxxx 00.00 Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All
Mortgage Loans..............................................
Section 10.02 Additional Termination Requirements..........................
ARTICLE XI
REMIC PROVISIONS
Section 11.01 REMIC Administration.........................................
Section 11.02 Prohibited Transactions and Activities.......................
Section 11.03 Indemnification with Respect to Certain Taxes and Loss of
REMIC Status................................................
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01 Amendment....................................................
Section 12.02 Recordation of Agreement; Counterparts.......................
Section 12.03 Limitation on Rights of Certificateholders...................
Section 12.04 Governing Law................................................
Section 12.05 Notices......................................................
Section 12.06 Severability of Provisions...................................
Section 12.07 Notice to Rating Agencies....................................
Section 12.08 Article and Section References...............................
Section 12.09 Grant of Security Interest...................................
Section 12.10 Survival of Indemnification..................................
Section 12.11 Third Party Beneficiary......................................
ARTICLE XIII
COMPLIANCE WITH REGULATION AB
Section 13.01 Intent of the Parties; Reasonableness........................
Section 13.02 Additional Representations and Warranties of the Servicer....
EXHIBITS
Exhibit A-1 Form of Class A-1 Certificates
Exhibit A-2 Form of Class A-2A Certificates
Exhibit A-3 Form of Class A-2B Certificates
Exhibit A-4 Form of Class A-2C Certificates
Exhibit A-5 Form of Class A-2D 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 M-11 Certificates
Exhibit A-17 Form of Class CE Certificates
Exhibit A-18 Form of Class P Certificates
Exhibit A-19 Form of Class R-I Certificates
Exhibit B [Reserved]
Exhibit C [Reserved]
Exhibit D Mortgage Loan Schedule
Exhibit E Request for Release
Exhibit F-1 Form of Custodian's Initial Certification
Exhibit F-2 Form of 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 [Reserved]
Exhibit J Form of Investment Letter
Exhibit K Form of Residual Certificates Transfer Affidavit
Exhibit L Form of Transferor Certificate
Exhibit M [Reserved]
Exhibit N Form of ERISA Representation Letter
Exhibit O-1 Form of Transfer Certificate for Transfer from Restricted
Global Security to Regulation S Global Security pursuant
to Section 6.02(d)(iii)(B)
Exhibit O-2 Form of Transfer Certificate for Transfer from Regulation
S Global Security to Restricted Global Security pursuant
to Section 6.02(d)(iii)(C)
Exhibit P Servicing Criteria
Exhibit Q-1 Form of Delinquency Report
Exhibit Q-2 Form of Remittance Advice
Exhibit Q-3 Form of Realized Loss Report
Exhibit R Additional Form 10-D Disclosure
Exhibit S Form 8-K Disclosure Information
Exhibit T Additional Disclosure Notification
Exhibit U Additional 10-K Disclosure
Exhibit V Form of Back-up Certification
This Pooling and Servicing Agreement, is dated and effective as of
July 1, 2006, among SG MORTGAGE SECURITIES, LLC, as Depositor, XXXXX FARGO BANK,
N.A., as Servicer, XXXXX FARGO BANK, N.A., as Custodian, Master Servicer and
Securities Administrator, and U.S. BANK NATIONAL ASSOCIATION, as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell pass-through certificates to be issued
hereunder in multiple classes, which in the aggregate will evidence the entire
beneficial ownership interest of the Trust Fund created hereunder. The Trust
Fund will consist of a segregated pool of assets comprised of the Mortgage Loans
and certain other related assets subject to this Agreement.
The Trustee shall elect that two segregated asset pools within the
Trust Fund (exclusive of (i) the Reserve Fund, (ii) the Servicer Prepayment
Charge Payment Amounts, (iii) the Swap Account, (iv) the Interest Rate Swap
Agreement and (v) the right of the Class A Certificates and Mezzanine
Certificates to receive Net WAC Rate Carryover Amounts, subject to the
obligation to pay Class CE Shortfall Amounts) be treated for federal income tax
purposes as comprising two REMICs (each, a "Trust REMIC" or, in the alternative,
the "Lower Tier REMIC" and the "Upper Tier REMIC", respectively). Each of the
Class A Certificates and Mezzanine Certificates represent ownership of a regular
interest in the Upper Tier REMIC and the right to receive Net WAC Carryover
Amounts and the obligation to pay Class CE Shortfall Amounts, for purposes of
the REMIC Provisions. The Class CE Certificates represent beneficial ownership
of a regular interest in the Upper Tier REMIC, the Reserve Fund, the Swap
Account, the Interest Rate Swap Agreement, the right to receive Class CE
Shortfall Amounts and the obligation to pay Net WAC Rate Carryover Amounts,
which portions of the Trust Fund shall be treated as a grantor trust. The Class
R Certificates represent ownership of the sole class of residual interest in
each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC
Provisions. The Startup Day for each Trust REMIC described herein is the Closing
Date. The latest possible maturity date for each Certificate is the latest date
referenced in Section 2.10.
The Upper Tier REMIC shall hold as assets the several classes of
uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier
REMIC Regular Interest is hereby designated as a regular interest in the Lower
Tier REMIC. The Class LT-A-1, Class LT-A-2A, Class LT-A-2B, Class LT-A-2C, Class
LT-A-2D, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5,
Class LT-M-6, Class LT-M-7, Class LT-M-8, Class LT-M-9, Class LT-M-10, and Class
LT-M-11 Interests are hereby designated the LT Accretion Directed Classes (the
"LT Accretion Directed Classes"). The Lower Tier REMIC shall hold as assets the
assets of the Trust Fund (exclusive of (i) the Reserve Fund, (ii) the Servicer
Prepayment Charge Payment Amounts, (iii) the Swap Account, (iv) the Interest
Rate Swap Agreement, (v) the Lower Tier REMIC Regular Interests, and (vi) the
right of the Principal Certificates to receive Net WAC Rate Carryover Amounts,
subject to the obligation to pay Class CE Shortfall Amounts).
LOWER TIER REMIC
The Lower Tier REMIC shall issue the following interests, and each
such interest, other than the Class LT-R Interest, is hereby designated as a
regular interest in the Lower Tier REMIC. The Class LT-R Interest is hereby
designated as the sole class of residual interest in the Lower Tier REMIC and
shall be represented by the Class R Certificates.
Corresponding
Lower Tier Upper Tier
Lower Tier REMIC REMIC Initial Lower Tier REMIC Regular
Class Designation Interest Rate REMIC Principal Amount Interest
----------------- ------------- ---------------------- -------------
Class LT-A-1 (1) 1/4 initial Corresponding A-1
Certificate's Certificate
Principal Balance
Class LT-A-2A (1) 1/4 initial Corresponding A-2A
Certificate's Certificate
Principal Balance
Class LT-A-2B (1) 1/4 initial Corresponding A-2B
Certificate's Certificate
Principal Balance
Class LT-A-2C (1) 1/4 initial Corresponding A-2C
Certificate's Certificate
Principal Balance
Class LT-A-2D (1) 1/4 initial Corresponding A-2D
Certificate's Certificate
Principal Balance
Class LT-M-1 (1) 1/4 initial Corresponding M-1
Certificate's Certificate
Principal Balance
Class LT-M-2 (1) 1/4 initial Corresponding M-2
Certificate's Certificate
Principal Balance
Class LT-M-3 (1) 1/4 initial Corresponding M-3
Certificate's Certificate
Principal Balance
Class LT-M-4 (1) 1/4 initial Corresponding M-4
Certificate's Certificate
Principal Balance
Class LT-M-5 (1) 1/4 initial Corresponding M-5
Certificate's Certificate
Principal Balance
Class LT-M-6 (1) 1/4 initial Corresponding M-6
Certificate's Certificate
Principal Balance
Class LT-M-7 (1) 1/4 initial Corresponding M-7
Certificate's Certificate
Principal Balance
Class LT-M-8 (1) 1/4 initial Corresponding M-8
Certificate's Certificate
Principal Balance
Class LT-M-9 (1) 1/4 initial Corresponding M-9
Certificate's Certificate
Principal Balance
Class LT-M-10 (1) 1/4 initial Corresponding M-10
Certificate's Certificate
Principal Balance
Class LT-M-11 (1) 1/4 initial Corresponding M-11
Certificate's Certificate
Principal Balance
Class LT-Accrual (1) 1/4 Stated Principal Balance N/A
of the Mortgage Loans plus 1/4
Overcollateralization Amount
Class LT-Group (1) 0.0001% initial Group N/A
I(SUB) Subordinate Amount of the
Group I Mortgage Loans
Class LT-Group I (2) 0.0001% initial aggregate N/A
Stated Principal Balance of
the Group I Mortgage Loans
Class LT-Group (1) 0.0001% initial Group N/A
II(SUB) Subordinate Amount of the
Group II Mortgage Loans
Class LT-Group II (3) 0.0001% initial aggregate N/A
Stated Principal Balance of
the Group II Mortgage Loans
Class LT-XX (1) 1/2 initial aggregate Stated N/A
Principal Balance of the
Mortgage Loans, less
aggregate Initial Lower Tier
REMIC Principal Amounts of
Class LT-Group I(SUB), Class
LT-Group I, Class LT-Group
II(SUB) and Class LT-Group
II Interests and less $75
Class LT-P (1) $100.00 P
Class LT-R (4) (4) UT-R
----------
(1) The interest rate with respect to any Distribution Date for these
interests is a per annum variable rate equal to the Lower Tier REMIC WAC
Rate.
(2) The interest rate with respect to any Distribution Date for the Class
LT-Group I Interest is a per annum variable rate (expressed as a
percentage rounded to eight decimal places) equal to the REMIC Group I
Loan Cap.
(3) The interest rate with respect to any Distribution Date for the Class
LT-Group II Interest is a per annum variable rate (expressed as a
percentage rounded to eight decimal places) equal to the REMIC Group II
Loan Cap.
(4) The Class LT-R Interest is the sole class of residual interest in the
Lower Tier REMIC and it does not have a principal amount or an interest
rate.
The Lower Tier REMIC shall hold as assets all of the assets included
in the Trust Fund other than the Reserve Fund, the Servicer Prepayment Charge
Payment Accounts, the Swap Account, the Interest Rate Swap Agreement and the
Lower Tier REMIC Regular Interests.
On each Distribution Date, 25% of the increase in the
Overcollateralization Amount shall be payable as a reduction of the Lower Tier
REMIC Principal Amount of the LT Accretion Directed Classes (each such Class
will be reduced by an amount equal to 25% of any increase in the Subordinated
Amount that is attributable to a reduction in the Class Certificate Balance of
its Corresponding Certificate) and shall be accrued and added to the Lower Tier
REMIC Principal Amount of the Class LT-Accrual Interest. On each Distribution
Date, the increase in the Lower Tier REMIC Principal Amount of the Class
LT-Accrual Interest may not exceed interest accruals for such Distribution Date
for the Class LT-Accrual Interest. All payments of scheduled principal and
prepayments of principal generated by the Mortgage Loans (other than amounts
payable to the Class P Certificates) and all Subsequent Recoveries allocable to
principal shall be allocated (i) 25% to the Class LT-Accrual Interest, (ii) 25%
to the LT Accretion Directed Classes (such principal payments and Subsequent
Recoveries shall be allocated among such LT Accretion Directed Classes in an
amount equal to 25% of the principal amounts and Subsequent Recoveries allocated
to their respective Corresponding Certificates), until paid in full and (iii)
50% to Class LT-Group I(SUB) Interest, Class LT-Group I Interest, Class LT-Group
II(SUB) Interest, Class LT-Group II Interest and Class LT-XX Interest (and
further allocated among these Lower Tier REMIC Regular Interests in the manner
described in the next sentence). As among the Class LT-Group I(SUB) Interest,
Class LT-Group I Interest, Class LT-Group II(SUB) Interest, Class LT-Group II
Interest and Class LT-XX Interest, all payments of scheduled principal and
prepayments of principal generated by the Mortgage Loans and Subsequent
Recoveries referred to in clause (iii) of the previous sentence shall be
allocated (i) first, to the Class LT-Group I(SUB) Interest, and Class LT-Group
II(SUB) Interest, each from the related Loan Group, so that their respective
Lower Tier REMIC Principal Amount (computed to at least eight decimal places) is
equal to 0.0001% of the related Group Subordinate Amount (except that if any
such amount is a larger number than in the preceding distribution period, the
least amount of principal shall be distributed to the Class LT-Group I(SUB)
Interest and Class LT-Group II(SUB) Interest, as applicable, such that the Lower
Tier REMIC Subordinated Balance Ratio is maintained); (ii) second, to the Class
LT-Group I Interest and the Class LT-Group II Interest 0.0001% of the principal
collected in respect of the related Loan Group; and (iii) third, any remaining
amounts of principal shall be distributed to the Class LT-XX Interest.
Notwithstanding the above, principal payments allocated to the Class X Interest
that result in the reduction in the Subordinated Amount shall be allocated (i)
50% to the Class LT-Accrual Interest (until paid in full) and (ii) 50% to the
Class LT-Group I(SUB) Interest, the Class LT-Group II(SUB) Interest, the Class
LT-Group I Interest, the Class LT-Group II Interest and the Class LT-XX Interest
(and allocated among these Lower Tier REMIC Regular Interests in a manner
similar to that described in the immediately preceding sentence). The Class LT-P
Interest shall receive principal at the same time and in the same amount as the
Class P Certificates.
Reductions to Lower Tier REMIC Principal Amounts as a result of
Realized Losses and increases in Lower Tier REMIC Principal Amounts as a result
of Subsequent Recoveries shall be applied so that after all distributions have
been made on each Distribution Date (i) the Lower Tier REMIC Principal Amount of
each LT Accretion Directed Class is equal to 25% of the Class Certificate
Balance of its Corresponding Certificates, (ii) the Class LT-Accrual Interest is
equal to 25% of the aggregate Stated Principal Balance of the Mortgage Loans
plus 25% of the Subordinated Amount, (iii) the Class LT-Group I(SUB) Interest is
equal to 0.0001% of the Group Subordinate Amount of the Group I Mortgage Loans,
(iv) the Class LT-Group II(SUB) Interest is equal to 0.0001% of the Group
Subordinate Amount of the Group II Mortgage Loans, (v) the Class LT-Group I
Interest is equal to 0.0001% of the aggregate Stated Principal Balance of the
Group I Mortgage Loans, (vi) the Class LT-Group II Interest is equal to 0.0001%
of the aggregate Stated Principal Balance of the Group II Mortgage Loans and
(vii) the remainder shall be applied to the Class LT-XX Interest.
UPPER TIER REMIC
The Upper Tier REMIC shall issue the following interests, and each
such interest, other than the Class UT-R Interest, is hereby designated as a
regular interest in the Upper Tier REMIC. The Class UT-R Interest is hereby
designated as the sole class of residual interests in the Upper Tier REMIC and
shall be represented by the Class R Certificates.
Initial Upper Tier
REMIC Principal
Amount and
Corresponding Corresponding
Upper Tier REMIC Upper Tier REMIC Certificate Class of
Class Designation Interest Rate Principal Balance Certificates
----------------- ---------------- ------------------ -------------
Class A-1 (1) $ 583,193,000 Class A-1
Class A-2A (2) $ 472,654,000 Class A-2A
Class A-2B (3) $ 96,754,000 Class A-2B
Class A-2C (4) $ 188,342,000 Class A-2C
Class A-2D (5) $ 101,582,000 Class A-2D
Class M-1 (6) $ 68,778,000 Class M-1
Class M-2 (6) $ 57,013,000 Class M-2
Class M-3 (6) $ 33,484,000 Class M-3
Class M-4 (6) $ 29,864,000 Class M-4
Class M-5 (6) $ 28,959,000 Class M-5
Class M-6 (6) $ 26,244,000 Class M-6
Class M-7 (6) $ 24,434,000 Class M-7
Class M-8 (6) $ 20,814,000 Class M-8
Class M-9 (6) $ 17,194,000 Class M-9
Class M-10 (6) $ 10,860,000 Class M-10
Class M-11 (6) $ 16,289,000 Class M-11
Class CE-IO (7) N/A Class X(7)
Class P (8) $ 100 Class P
Class UT-R (9) $ 0 Class R
------------
(1) The Class A-1A Interest will bear interest during each Interest Accrual
Period at a per annum rate equal to the lesser of (i) LIBOR plus the
applicable Certificate Margin and (ii) the REMIC Group I Loan Cap.
(2) The Class A-2A Interest will bear interest during each Interest Accrual
Period at a per annum rate equal to the lesser of (i) LIBOR plus the
applicable Certificate Margin and (ii) the REMIC Group II Loan Cap.
(3) The Class A-2B Interest will bear interest during each Interest Accrual
Period at a per annum rate equal to the lesser of (i) LIBOR plus the
applicable Certificate Margin and (ii) the REMIC Group II Loan Cap.
(4) The Class A-2C Interest will bear interest during each Interest Accrual
Period at a per annum rate equal to the lesser of (i) LIBOR plus the
applicable Certificate Margin and (ii) the REMIC Group II Loan Cap.
(5) The Class A-2D Interest will bear interest during each Interest Accrual
Period at a per annum rate equal to the lesser of (i) LIBOR plus the
applicable Certificate Margin and (ii) the REMIC Group II Loan Cap.
(6) The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Interests will
bear interest during each Interest Accrual Period at a per annum rate
equal to the lesser of (i) LIBOR plus the applicable Certificate Margin,
respectively, and (ii) the REMIC Pool Cap.
(7) The Class CE-IO Interest has an initial principal balance of $33,485,274,
but it will not accrue interest on such balance but will accrue interest
on a notional principal balance. As of any Distribution Date, the Class
CE-IO Interest shall have a notional principal balance equal to the
aggregate of the principal balances of the Lower Tier REMIC Regular
Interests as of the first day of the related Accrual Period. With respect
to any Accrual Period, the Class CE-IO Interest shall bear interest at a
rate equal to the excess, if any, of the Uncertificated Lower Tier REMIC
Pass-Through Rate over the product of (i) 2 and (ii) the weighted average
Lower Tier REMIC Interest Rate of the Lower Tier REMIC Regular Interests
(other than Class LT-Group I(SUB), Class LT-Group I, Class LT-Group
II(SUB), Class LT-Group II and Class LT-XX Interests), where the Lower
Tier REMIC Interest Rate on the Class LT-Accrual Interest is subject to a
cap equal to zero and each LT Accretion Directed Class and the Class LT-P
Interest are subject to a cap equal to the Upper Tier REMIC Interest Rate
on its Corresponding Upper Tier REMIC Regular Interest. With respect to
any Distribution Date, interest that so accrues on the notional principal
balance of the Class CE-IO Interest shall be deferred in an amount equal
to any increase in the Overcollateralization Amount on such Distribution
Date. Such deferred interest shall not itself bear interest.
(8) The Class P Interest will not accrue interest.
(9) The Class UT-R Interest is the sole class of residual interest in the
Upper Tier REMIC. The Class UT-R Interest does not have a principal amount
or an interest rate.
The following table sets forth (or describes) the Class designation,
Pass-Through Rate and Initial Certificate Principal Balance for each Class of
Certificates:
Aggregate Initial
Pass-Through Certificate Final Scheduled
Designation Type Rate Principle Balance Features Distribution Date Initial Ratings
------------ ----------- ------------ ----------------- ---------- ----------------- ------------------------------------
Xxxxx'x S&P Fitch DBRS
--------- ---- ----- ---------
Class A-1(1) Senior Adjustable $583,193,000 Senior July 2036 Aaa AAA AAA AAA
Class A-2A Senior Adjustable $472,654,000 Senior July 2036 Aaa AAA AAA AAA
Class A-2B Senior Adjustable $96,754,000 Senior July 2036 Aaa AAA AAA AAA
Class A-2C Senior Adjustable $188,342,000 Senior July 2036 Aaa AAA AAA AAA
Class A-2D Senior Adjustable $101,582,000 Senior July 2036 Aaa AAA AAA AAA
Class M-1 Mezzanine Adjustable $68,778,000 Mezzanine July 2036 Aa1 AA+ AA+ AA(high)
Class M-2 Mezzanine Adjustable $57,013,000 Mezzanine July 2036 Aa2 AA AA+ AA
Class M-3 Mezzanine Adjustable $33,484,000 Mezzanine July 2036 Aa3 AA AA AA(low)
Class M-4 Mezzanine Adjustable $29,864,000 Mezzanine July 2036 A1 A+ AA- A(high)
Class M-5 Mezzanine Adjustable $28,959,000 Mezzanine July 2036 A2 A+ A+ A
Class M-6 Mezzanine Adjustable $26,244,000 Mezzanine July 2036 A3 A A A
Class M-7 Mezzanine Adjustable $24,434,000 Mezzanine July 2036 Baa1 BBB+ A A(low)
Class M-8 Mezzanine Adjustable $20,814,000 Mezzanine July 2036 Baa2 BBB A- BBB(high)
Class M-9 Mezzanine Adjustable $17,194,000 Mezzanine July 2036 Baa3 BBB- BBB+ BBB
Class M-10 Mezzanine Adjustable $10,860,000 Mezzanine July 2036 Ba1 BBB- BBB BBB
Class M-11 Mezzanine Adjustable $16,289,000 Mezzanine July 2036 Ba2 BB+ BBB- BBB(low)
Class CE Subordinate Variable(2) $N/A Subordinate July 2036 N/R N/R N/R
Class P Subordinate Variable(3) $100 Subordinate July 2036 N/R N/R N/R
------------
(1) The Class A and Mezzanine Certificates will represent ownership of the
related Upper Tier REMIC Regular Interests, together with (x) certain
additional rights to receive payments from the Reserve Fund and the Swap
Account in respect of Net WAC Rate Carryover Amounts, and (y) the
obligation in certain instances to make certain payments in favor of the
Class CE Certificate, all of which additional rights and obligations will
be treated for federal income tax purposes as arising and occurring
outside of the Upper Tier REMIC.
(2) The Class CE Certificates will represent beneficial ownership of the Class
CE-IO Interest, the Reserve Fund, the Swap Account, the Interest Rate Swap
Agreement, the right to receive Class CE Shortfall Amounts and the
obligation to pay Net WAC Rate Carryover Amounts. For federal income tax
purposes, the Trustee will treat a Class CE Certificateholder's obligation
to make payments of Net WAC Rate Carryover Amounts to the Class A and
Mezzanine Certificates from the Reserve Fund and the Swap Account and to
receive payments of Class CE Shortfall Amounts from the Class A and
Mezzanine Certificates as payments made or received pursuant to a notional
principal contract between the Class CE Certificateholders and each of the
Class A and Mezzanine Certificates. Such rights and obligations of the
Class CE Certificateholders and Class A and Mezzanine Certificateholders
shall be treated as held in a portion of the Trust Fund that is treated as
a grantor trust under subpart E, Part I of subchapter J of the Code. The
Class CE Certificates do not have a Certificate Principal Balance.
(3) The Class P Certificates will not accrue interest.
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement,
including, without limitation, in the Preliminary Statement hereto, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article. Unless otherwise specified, all
calculations in respect of interest on the Class A Certificates and the
Mezzanine Certificates shall be made on the basis of the actual number of days
elapsed on the basis of a 360-day year and all calculations in respect of
interest on the Class CE Certificates and all other calculations of interest
described herein shall be made on the basis of a 360-day year consisting of
twelve 30-day months. The Class P Certificates and the Residual Certificates are
not entitled to distributions in respect of interest, and accordingly, will not
accrue interest.
"10-K Filing Deadline": has the meaning set forth in Section
5.08(a)(iii)(A).
"Accepted Master Servicing Practices": With respect to any Mortgage
Loan, as applicable, either (x) those customary mortgage master servicing
practices of prudent mortgage servicing institutions that master service
mortgage loans of the same type and quality as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located, to the extent
applicable to the Master Servicer (except in its capacity as successor to the
Servicer), or (y) as provided in Section 4.01 hereof, but in no event below the
standard set forth in clause (x).
"Accepted Servicing Practices": As defined in Section 3.01.
"Account": The Collection Account and the Distribution Account as
the context may require.
"Accrual Period": With respect to the Class A Certificates and the
Mezzanine 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 CE Certificates and each
Distribution Date, the calendar month prior to the month of such Distribution
Date.
"Accrued Certificate Interest": With respect to any Class A
Certificate, Mezzanine Certificate or Class CE Certificate and each Distribution
Date, interest accrued during the related Accrual Period at the related
Pass-Through Rate for such Certificate for such Distribution Date on the
Certificate Principal Balance, in the case of the Class A Certificates and the
Mezzanine Certificates, or on the Notional Amount in the case of the Class CE
Certificates, of such Certificate immediately prior to such Distribution Date.
The Class P Certificates are not entitled to distributions in respect of
interest, and accordingly, will not accrue interest. All distributions of
interest on the Class A Certificates and the Mezzanine Certificates will be
calculated on the basis of a 360-day year and the actual number of days in the
applicable Accrual Period. All distributions of interest on the Class CE
Certificates will be based on a 360-day year consisting of twelve 30-day months.
Accrued Certificate Interest with respect to each Distribution Date, as to any
Class A Certificate, Mezzanine Certificate or Class CE Certificate shall be
reduced by an amount equal to the portion allocable to such Certificate pursuant
to Section 1.02 hereof, if any, of the sum of (a) the aggregate Prepayment
Interest Shortfall, if any, for such Distribution Date to the extent not covered
by payments pursuant to Section 3.22 or Section 4.18 of this Agreement and (b)
the aggregate amount of any Relief Act Interest Shortfall, if any, for such
Distribution Date. In addition, Accrued Certificate Interest with respect to
each Distribution Date, as to any Class CE Certificate, shall be reduced by an
amount equal to the portion allocable to such Class CE Certificate of Realized
Losses, if any, pursuant to Section 1.02 and the Preliminary Statement hereof.
"Actual Swap Termination Payment": has the meaning set forth in
Section 10.01(b).
"Additional Disclosure Notification": has the meaning set forth in
Section 5.08(a)(ii)(A).
"Additional Form 10-D Disclosure": has the meaning set forth in
Section 5.08(a)(i).
"Additional Form 10-K Disclosure": has the meaning set forth in
Section 5.08(a)(iii)(A).
"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
Distribution Date and any Mortgage Loan (or the related REO Property) in the
Trust Fund as of the close of business on the last day of the preceding
Prepayment Period, 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 Distribution Date occurs minus the Administration Fee Rate.
"Adjusted Net Mortgage Rate": With respect to any Distribution Date
and any Mortgage Loan (or the related REO Property) in the Trust Fund as of the
close of business on the last day of the preceding Prepayment Period, 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 such
Distribution Date occurs minus the Administration Fee Rate.
"Adjustment Date": With respect to each Adjustable Rate Mortgage
Loan, each adjustment date, on which the Mortgage Rate of such Mortgage Loan
changes pursuant to the related Mortgage Note. The first Adjustment Date
following the Cut-off Date as to each Adjustable Rate Mortgage Loan is set forth
in the Mortgage Loan Schedule.
"Administration Fee Rate": The sum of (i) the Servicing Fee Rate and
(ii) the Credit Risk Management Fee Rate.
"Administration Fees": The sum of (i) the Servicing Fee and (ii) the
Credit Risk Management Fee.
"Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
"Agreement": This Pooling and Servicing Agreement, including all
exhibits and schedules hereto 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 unpaid 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.
"Amounts Held for Future Distribution": As to any Distribution Date,
the aggregate amount held in the Collection Account at the close of business on
the immediately preceding Determination Date on account of (i) all Monthly
Payments or portions thereof received in respect of the Mortgage Loans due after
the related Due Period and (ii) Principal Prepayments and Liquidation Proceeds
received in respect of such Mortgage Loans after the last day of the related
Prepayment Period.
"Appraised 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 Loan, provided, however, in the case of a
refinanced mortgage loan (which is a Mortgage Loan the proceeds of which were
not used to purchase the related Mortgaged Property), such value of the
Mortgaged Property is based solely upon clause (i) above.
"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 of
record the sale of the Mortgage, which assignment, notice of transfer or
equivalent instrument may be in the form of one or more blanket assignments
covering Mortgages secured by Mortgaged Properties located in the same county,
if permitted by law.
"Assignment Agreement": The Assignment, Assumption and Recognition
Agreement, dated the Closing Date, by and among the Depositor, the Trustee and
Fremont.
"Available Distribution Amount": With respect to any Distribution
Date, an amount equal to (i) the sum of (a) the aggregate amount of monthly
payments on the Mortgage Loans due on the related Due Date and received by the
Master Servicer as of the close of business on the related Determination Date,
and the Principal Prepayments, Insurance Proceeds, Net Liquidation Proceeds,
Subsequent Recoveries and other unscheduled recoveries of principal and interest
in respect of the Mortgage Loans received during the related Prepayment Period,
and proceeds from repurchases of and substitutions for such Mortgage Loans
occurring during the related Prepayment Period, (b) the amount of any Prepayment
Charges collected by the Servicer in connection with the full or partial
prepayment of any Mortgage Loans and any Servicer Prepayment Charge Payment
Amount, (c) the aggregate of any amounts received in respect of a related REO
Property withdrawn from any REO Account and deposited in the Distribution
Account for such Distribution Date, (d) the aggregate of any amounts deposited
in the Distribution Account by the Servicer or the Master Servicer in respect of
Prepayment Interest Shortfalls for such Distribution Date pursuant to Section
3.22 or Section 4.18 of this Agreement, (e) the aggregate of any P&I Advances
for such Distribution Date made by the Servicer pursuant to Section 5.03 of this
Agreement, and (f) the aggregate of any P&I Advances made by a successor
Servicer (including the Master Servicer) for such Distribution Date pursuant to
Section 8.02, reduced (to not less than zero) by (ii) the sum of (a) amounts
reimbursable or payable to the Master Servicer pursuant to Section 7.01, to the
Servicer pursuant to Section 3.09(a) or the Securities Administrator or the
Custodian pursuant to Section 9.05 of this Agreement or otherwise payable in
respect of Extraordinary Trust Fund Expenses, pursuant to Section 3.09(b), (b)
amounts deposited in the Collection Account or the Distribution Account pursuant
to clauses (a) through (d) 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 Principal Prepayment of any of the Mortgage Loans and any Servicer
Prepayment Charge Payment Amount, (d) the Administration Fee payable from the
Distribution Account, and (e) any indemnification payments or expense
reimbursements made by the Trust Fund pursuant to Section 9.05.
"Back-Up Certification": has the meaning set forth in Section
5.08(a)(iii)(D).
"Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11 of
the United States Code), as amended.
"Book-Entry Certificates": The Class A Certificates and Mezzanine
Certificates for so long as the Certificates of such Class shall be registered
in the name of the Depository or its nominee.
"Book-Entry Custodian": The custodian appointed pursuant to Section
6.01.
"Business Day": Any day other than a Saturday, a Sunday or a day on
which banking or savings and loan institutions in the States of New York, New
Jersey, Florida, Pennsylvania, California, Maryland, Minnesota 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.
"Cash-Out Refinancing": A Refinanced Mortgage Loan the proceeds of
which are more than a nominal amount in excess of the principal balance of any
existing first mortgage plus any subordinate mortgage on the related Mortgaged
Property and related closing costs.
"Certificate": Any one of SG Mortgage Securities Trust 2006-FRE2,
Asset-Backed Certificates, Series 2006-FRE2, Class X-0, Xxxxx X-0X, Xxxxx X-0X,
Class A-2C, Class A-2D, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class CE,
Class P and Class R issued under this Agreement.
"Certificate Margin": With respect to each Class of Class A
Certificates and Mezzanine Certificates, as follows:
Certificate Margin
--------------------------
Class (1)(%) (2)(%)
----- ------- -------
A-1 0.130% 0.260%
A-2A 0.040% 0.080%
A-2B 0.100% 0.200%
A-2C 0.160% 0.320%
A-2D 0.230% 0.460%
M-1 0.320% 0.480%
M-2 0.340% 0.510%
M-3 0.350% 0.525%
M-4 0.410% 0.615%
M-5 0.440% 0.660%
M-6 0.500% 0.750%
M-7 1.000% 1.500%
M-8 1.350% 2.025%
M-9 2.200% 3.300%
M-10 2.250% 3.375%
M-11 2.250% 3.375%
------------
(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 a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected on the books
of the Depository or on the books of a Depository Participant or on the books of
an indirect participating brokerage firm for which a Depository Participant acts
as agent.
"Certificate Principal Balance": With respect to any Class of
Regular Certificates (other than the Class CE Certificates) immediately prior to
any Distribution Date, the Initial Certificate Principal Balance thereof (A)
increased, in the case of a Mezzanine Certificate by the amount of any
Subsequent Recoveries added to the Certificate Principal Balance of such Class
pursuant to Section 5.01, (B) reduced by the sum of all amounts actually
distributed in respect of principal of such Class and (C) further reduced, in
the case of a Mezzanine Certificate by Realized Losses allocated thereto on all
prior Distribution Dates. With respect to each Class CE Certificate as of any
date of determination, an amount equal to the Percentage Interest evidenced by
such Certificate times the excess, if any, of (A) the then aggregate
Uncertificated Principal Balance of the Lower Tier REMIC Regular Interests over
(B) the then aggregate Certificate Principal Balances of the Class A
Certificates, the Mezzanine Certificates and the Class P Certificates then
outstanding.
"Certificate Register": The register maintained pursuant to Section
6.02.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, except that a
Disqualified Organization or a Non-United States Person shall not be a Holder of
a Residual Certificate for any purposes hereof, and solely for the purposes of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of or beneficially owned by the Depositor, the Seller, the Servicer, the
Master Servicer, the Securities Administrator, the Trustee 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 12.01. The Trustee and the
Securities Administrator may conclusively rely upon a certificate of the
Depositor, the Seller, the Master Servicer, the Securities Administrator 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 Securities Administrator
shall be required to recognize as a "Holder" or "Certificateholder" only the
Person in whose name a Certificate is registered in the Certificate Register.
"Certification Parties": has the meaning set forth in Section
5.08(a)(iii)(D).
"Certifying Person": has the meaning set forth in Section
5.08(a)(iii)(D).
"Class": Collectively, all of the Certificates bearing the same
class designation.
"Class A Certificate": Any Class A-1 Certificate or Class A-2
Certificate.
"Class A Certificateholder": Any Holder of a Class A Certificate.
"Class A-1 Certificate": Any one of the Class A-1 Certificates
executed by the Securities Administrator, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-1,
representing (i) a Regular Interest in the Upper Tier REMIC, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class CE Shortfall Amount.
"Class A-1 Allocation Percentage": With respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is (x) the
Group I Principal Remittance Amount for such Distribution Date and the
denominator of which is (y) the Principal Remittance Amount for such
Distribution Date.
"Class A Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the aggregate Certificate Principal Balance
of the Class A Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 59.40% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced and unscheduled
collections of principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced
and unscheduled collections of principal received during the related Prepayment
Period) minus the product of (i) 0.50% and (ii) the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
"Class A-2 Certificate": Any Class A-2A, Class A-2B, Class A-2C or
Class A-2D Certificate.
"Class A-2A Certificate": Any one of the Class A-2A Certificates
executed by the Securities Administrator, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2,
representing (i) a Regular Interest in the Upper Tier REMIC, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class CE Shortfall Amount.
"Class A-2B Certificate": Any one of the Class A-2B Certificates
executed by the Securities Administrator, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-3,
representing (i) a Regular Interest in Upper Tier REMIC, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class CE Shortfall Amount.
"Class A-2C Certificate": Any one of the Class A-2C Certificates
executed by the Securities Administrator, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-4,
representing (i) a Regular Interest in the Upper Tier REMIC, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class CE Shortfall Amount.
"Class A-2D Certificate": Any one of the Class A-2D Certificates
executed by the Securities Administrator, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-5,
representing (i) a Regular Interest in the Upper Tier REMIC, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class CE Shortfall Amount.
"Class A-2 Allocation Percentage": With respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is (x) the
Group II Principal Remittance Amount for such Distribution Date and the
denominator of which is (y) the Principal Remittance Amount for such
Distribution Date.
"Class CE Certificate": Any one of the Class CE Certificates
executed by the Securities Administrator, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-17,
representing (i) ownership of a Regular Interest in the Upper Tier REMIC, (ii)
the obligation to pay Net WAC Rate Carryover Amounts and Swap Termination
Payments and (iii) the right to receive the Class CE Shortfall Amount.
"Class CE-IO Interest": An uncertificated interest in the Trust held
by the Securities Administrator on behalf of the Holders of the Class CE
Certificates, evidencing a Regular Interest in the Upper Tier REMIC for purposes
of the REMIC Provisions.
"Class CE Shortfall Amount": As defined in Section 5.04 hereof. For
purposes of clarity, the Class CE Shortfall Amount for any Distribution Date
shall equal the amount payable to the Swap Provider on such Distribution Date
(other than as a result of a Swap Provider Trigger Event) in excess of the
amount payable on the Class CE Interest on such Distribution Date, all as
further provided in Section 5.04 hereof.
"Class M-1 Certificate": Any one of the Class M-1 Certificates
executed by the Securities Administrator, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-6,
representing (i) a Regular Interest in the Upper Tier REMIC, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class CE Shortfall Amount.
"Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A Principal Distribution Amount on such Distribution Date)
and (ii) the Certificate Principal Balance of the Class M-1 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 67.00% 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 positive difference, if any,
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) minus the Overcollateralization Floor.
"Class M-2 Certificate": Any one of the Class M-2 Certificates
executed by the Securities Administrator, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-7,
representing (i) a Regular Interest in the Upper Tier REMIC, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class CE Shortfall Amount.
"Class M-2 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal Distribution Amount
on such Distribution Date) and (iii) the Certificate Principal Balance of the
Class M-2 Certificates immediately prior to such Distribution Date over (y) the
lesser of (A) the product of (i) 73.30% 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 positive
difference, if any, 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) minus the Overcollateralization Floor.
"Class M-3 Certificate": Any one of the Class M-3 Certificates
executed by the Securities Administrator, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-8,
representing (i) a Regular Interest in the Upper Tier REMIC, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class CE Shortfall Amount.
"Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2 Certificates (after taking into account the payment of the Class M-2
Principal Distribution Amount on such Distribution Date) and (iv) the
Certificate Principal Balance of the Class M-3 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i) 77.00% and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received during the related
Prepayment Period) minus the Overcollateralization Floor.
"Class M-4 Certificate": Any one of the Class M-4 Certificates
executed by the Securities Administrator, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-9,
representing (i) a Regular Interest in the Upper Tier REMIC, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class CE Shortfall Amount.
"Class M-4 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2 Certificates (after taking into account the payment of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the
payment of the Class M-3 Principal Distribution Amount on such Distribution
Date) and (v) the Certificate Principal Balance of the Class M-4 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 80.30% 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 positive difference, if any,
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) minus the Overcollateralization Floor.
"Class M-5 Certificate": Any one of the Class M-5 Certificates
executed by the Securities Administrator, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-10,
representing (i) a Regular Interest in the Upper Tier REMIC, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class CE Shortfall Amount.
"Class M-5 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2 Certificates (after taking into account the payment of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the
payment of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date) and (vi) the Certificate Principal Balance of
the Class M-5 Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 83.50% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B)
the positive difference, if any, 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) minus the Overcollateralization
Floor.
"Class M-6 Certificate": Any one of the Class M-6 Certificates
executed by the Securities Administrator, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-11,
representing (i) a Regular Interest in the Upper Tier REMIC, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class CE Shortfall Amount.
"Class M-6 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2 Certificates (after taking into account the payment of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the
payment of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Certificate Principal Balance of the
Class M-5 Certificates (after taking into account the payment of the Class M-5
Principal Distribution Amount on such Distribution Date) and (vii) the
Certificate Principal Balance of the Class M-6 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i) 86.40% and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the positive difference, if any, 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) minus
the Overcollateralization Floor.
"Class M-7 Certificate": Any one of the Class M-7 Certificates
executed by the Securities Administrator, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-12,
representing (i) a Regular Interest in the Upper Tier REMIC, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class CE Shortfall Amount.
"Class M-7 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates(after
taking into account the payment of the Class M-1 Principal Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2 Certificates (after taking into account the payment of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the
payment of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Certificate Principal Balance of the
Class M-5 Certificates (after taking into account the payment of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates (after taking into account the
payment of the Class M-6 Principal Distribution Amount on such Distribution
Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 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 positive difference, if any,
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) minus the Overcollateralization Floor.
"Class M-8 Certificate": Any one of the Class M-8 Certificates
executed by the Securities Administrator, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-13,
representing (i) a Regular Interest in the Upper Tier REMIC, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class CE Shortfall Amount.
"Class M-8 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2 Certificates (after taking into account the payment of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the
payment of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Certificate Principal Balance of the
Class M-5 Certificates (after taking into account the payment of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates (after taking into account the
payment of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the payment of the Class M-7 Principal Distribution
Amount on such Distribution Date) and (ix) the Certificate Principal Balance of
the Class M-8 Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 91.40% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B)
the positive difference, if any, 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) minus the Overcollateralization
Floor.
"Class M-9 Certificate": Any one of the Class M-9 Certificates
executed by the Securities Administrator, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-14,
representing (i) a Regular Interest in the Upper Tier REMIC, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class CE Shortfall Amount.
"Class M-9 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2 Certificates (after taking into account the payment of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the
payment of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Certificate Principal Balance of the
Class M-5 Certificates (after taking into account the payment of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates (after taking into account the
payment of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the payment of the Class M-7 Principal Distribution
Amount on such Distribution Date), (ix) the Certificate Principal Balance of the
Class M-8 Certificates (after taking into account the payment of the Class M-8
Principal Distribution Amount on such Distribution Date) and (x) the Certificate
Principal Balance of the Class M-9 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 93.30% 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 positive difference, if any, 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) minus
the Overcollateralization Floor.
"Class M-10 Certificate": Any one of the Class M-10 Certificates
executed by the Securities Administrator, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-15,
representing (i) a Regular Interest in the Upper Tier REMIC, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class CE Shortfall Amount.
"Class M-10 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2 Certificates (after taking into account the payment of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the
payment of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Certificate Principal Balance of the
Class M-5 Certificates (after taking into account the payment of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates (after taking into account the
payment of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the payment of the Class M-7 Principal Distribution
Amount on such Distribution Date), (ix) the Certificate Principal Balance of the
Class M-8 Certificates (after taking into account the payment of the Class M-8
Principal Distribution Amount on such Distribution Date), (x) the Certificate
Principal Balance of the Class M-9 Certificates (after taking into account the
payment of the Class M-9 Principal Distribution Amount on such Distribution
Date) and (xi) the Certificate Principal Balance of the Class M-10 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 94.50% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the positive difference, if any,
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) minus the Overcollateralization Floor.
"Class M-11 Certificate": Any one of the Class M-11 Certificates
executed by the Securities Administrator, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-16,
representing (i) a Regular Interest in the Upper Tier REMIC, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class CE Shortfall Amount.
"Class M-11 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2 Certificates (after taking into account the payment of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the
payment of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Certificate Principal Balance of the
Class M-5 Certificates (after taking into account the payment of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates (after taking into account the
payment of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the payment of the Class M-7 Principal Distribution
Amount on such Distribution Date), (ix) the Certificate Principal Balance of the
Class M-8 Certificates (after taking into account the payment of the Class M-8
Principal Distribution Amount on such Distribution Date), (x) the Certificate
Principal Balance of the Class M-9 Certificates (after taking into account the
payment of the Class M-9 Principal Distribution Amount on such Distribution
Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates
(after taking into account the payment of the Class M-10 Principal Distribution
Amount on such Distribution Date) and (xii) the Certificate Principal Balance of
the Class M-11 Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 96.30% 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 positive difference, if any, 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) minus the Overcollateralization
Floor.
"Class P Certificate": Any one of the Class P Certificates executed
by the Securities Administrator, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-18,
representing the right to distributions as set forth herein and therein and
evidencing a Regular Interest in the Upper Tier REMIC.
"Class R Certificate": The Class R Certificate executed by the
Securities Administrator, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-19 and
evidencing ownership of each of the Class LT-R and Class UT-R Interest.
"Class UT-R Interest": The sole class of "residual interest" in the
Upper Tier REMIC evidenced by the Class R Certificate.
"Closing Date": July 13, 2006.
"Code": The Internal Revenue Code of 1986, as amended from time to
time.
"Collection Account": The account or accounts created and
maintained, or caused to be created and maintained, by the Servicer pursuant to
Section 3.08(a), which shall be entitled "Xxxxx Fargo Bank, N.A., as Servicer
for U.S. Bank National Association, as Trustee, in trust for the registered
holders of SG Mortgage Securities Trust 2006-FRE2, Asset Backed Certificates,
Series 2006-FRE2." The Collection Account maintained by the Servicer must be an
Eligible Account.
"Combined Loan-to-Value Ratio or CLTV": With respect to any Second
Lien Mortgage Loan, the fraction, expressed as a percentage, the numerator of
which is the sum of (a) the original principal balance of such Second Lien
Mortgage Loan, plus (b) the unpaid principal balance, as of the date of
origination of the Second Lien Mortgage Loan, of any and all mortgage loans
which are senior or subordinate in lien priority to such Second Lien Mortgage
Loan and the denominator of which is the Appraised Value of the related
Mortgaged Property.
"Commission": The Securities and Exchange Commission.
"Corporate Trust Office": The principal corporate trust office of
the Trustee which office at the date of the execution of this instrument is
located at U.S. Bank National Association, Xxx Xxxxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxx, XX 00000, Attention: Corporate Trust, SG Mortgage Securities, LLC, SG
Mortgage Securities Trust 2006-FRE2, or at such other address as the Trustee may
designate from time to time by notice to the Certificateholders, the Depositor,
the Master Servicer, the Securities Administrator and the Servicer. The office
of the Securities Administrator, which for purposes of Certificate transfers and
surrender is located at Xxxxx Fargo Bank, N.A., Xxxxx Fargo Center, Xxxxx Xxxxxx
xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust
Services-SGMS 2006-FRE2 and for all other purposes is located at 0000 Xxx
Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust
Services-SGMS 2006-FRE2.
"Corresponding Certificate" and "Corresponding Upper Tier Regular
Interest": With respect to each Lower Tier REMIC Regular Interest, Upper Tier
REMIC Regular Interest and Regular Certificate, as set forth in the table below:
Regular
Certificate and
Upper Tier REMIC
Lower Tier REMIC Regular Interest Regular Interest
--------------------------------- ----------------
Class LT-A-1 Interest Class A-1
Class LT-A-2A Interest Class A-2A
Class LT-A-2B Interest Class A-2B
Class LT-A-2C Interest Class A-2C
Class LT-A-2D Interest Class A-2D
Class LT-M-1 Interest Class M-1
Class LT-M-2 Interest Class M-2
Class LT-M-3 Interest Class M-3
Class LT-M-4 Interest Class M-4
Class LT-M-5 Interest Class M-5
Class LT-M-6 Interest Class M-6
Class LT-M-7 Interest Class M-7
Class LT-M-8 Interest Class M-8
Class LT-M-9 Interest Class M-9
Class LT-M-10 Interest Class M-10
Class LT-M-11 Interest Class M-11
Class LT-P Interest Class P
"Compensating Interest": As defined in Section 3.22.
"Credit Enhancement Percentage": For any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the aggregate
Certificate Principal Balance of the Mezzanine Certificates and the Class CE
Certificates, and the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans, calculated after taking into account payments of
principal on the Mortgage Loans and distribution of the Principal Distribution
Amount to the Holders of the Certificates then entitled to distributions of
principal on such Distribution Date.
"Credit Risk Management Agreement": Collectively, each Credit Risk
Management Agreement (however defined) entered into by the Credit Risk Manager,
the Depositor, the Servicer and the Master Servicer in respect of the loss
mitigation and advisory services to be provided by the Credit Risk Manager in
connection with the transactions contemplated hereunder.
"Credit Risk Management Fee": The amount payable to the Credit Risk
Manager on each Distribution Date as compensation for all services rendered by
it in the exercise and performance of any and all powers and duties of the
Credit Risk Manager under the Credit Risk Management Agreement, which amount
shall equal one twelfth of the product of (i) the Credit Risk Management Fee
Rate multiplied by (ii) the Stated Principal Balance of the Mortgage Loans as of
the first day of the related Due Period.
"Credit Risk Management Fee Rate": 0.013% per annum of the then
current aggregate principal balance of the Mortgage Loans.
"Credit Risk Manager": Xxxxxxx Fixed Income Services Inc. (formerly
known as "The Murrayhill Company"), a Colorado corporation, and its successors
and assigns.
"Custodian": Xxxxx Fargo Bank, N.A., as custodian of the Mortgage
Files, and any successor thereto.
"Cut-off Date": With respect to each Mortgage Loan, July 1, 2006.
With respect to all Qualified Substitute Mortgage Loans, their respective dates
of substitution. References herein to the "Cut-off Date," when used with respect
to more than one Mortgage Loan, shall be to the respective Cut-off Dates for
such Mortgage Loans.
"Cut-off Date Principal Balance": The aggregate principal balance of
the Mortgage Loans as of the Cut-off Date.
"DBRS": Dominion Bond Rating Service, Inc.
"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 principal balance of the Mortgage
Loan, which valuation results from a proceeding initiated under the Bankruptcy
Code.
"Definitive Certificates": As defined in Section 6.02(c).
"Deleted Mortgage Loan": A Mortgage Loan replaced or to be replaced
by a Qualified Substitute Mortgage Loan.
"Depositor": SG Mortgage Securities, LLC, a Delaware limited
liability company, or its successor in interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository, for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
CEDE & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934, as amended.
"Depository Institution": Any depository institution or trust
company, including the Trustee, that (a) is incorporated under the laws of the
United States of America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has outstanding
unsecured commercial paper or other short-term unsecured debt obligations (or,
in the case of a depository institution that is the principal subsidiary of a
holding company, such holding company has unsecured commercial paper or other
short-term unsecured debt obligations) that are rated at least A-1+ by S&P, F-1+
by Fitch and P-1 by Xxxxx'x (or, if such Rating Agencies are no longer rating
the Offered Certificates, comparable ratings by any other nationally recognized
statistical rating agency then rating the Offered Certificates).
"Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
"Determination Date": With respect to each Distribution Date, the
15th day of the calendar month in which such Distribution Date occurs, or if
such 15th day is not a Business Day, the Business Day immediately preceding such
15th day.
"Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for sale to
customers, the performance of any construction work thereon or any use of such
REO Property in a trade or business conducted by the Lower Tier REMIC other than
through an Independent Contractor; provided, however, that the Servicer, on
behalf of the Trustee, shall not be considered to Directly Operate an REO
Property solely because the Servicer establishes rental terms, chooses tenants,
enters into or renews leases, deals with taxes and insurance, or makes decisions
as to repairs or capital expenditures with respect to such REO Property.
"Disqualified Organization": Any of the following: (i) the United
States, any State or political subdivision thereof, any possession of the United
States, or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax, and except for Xxxxxxx Mac, a majority of its board of directors is not
selected by such governmental unit), (ii) any foreign government, any
international organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an "electing
large partnership" and (vi) any other Person so designated by the Trustee based
upon an Opinion of Counsel that the holding of an Ownership Interest in a
Residual Certificate by such Person may cause any Trust REMIC or any Person
having an Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the Transfer of an Ownership Interest in
a Residual Certificate to such Person. The terms "United States," "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.
"Distribution Account": The trust account or accounts created and
maintained by the Securities Administrator pursuant to Section 3.08(b) in the
name of the Securities Administrator for the benefit of the Certificateholders
and designated "Distribution Account, Xxxxx Fargo Bank, N.A., in trust for
registered holders of SG Mortgage Securities Trust 2006-FRE2, Asset-Backed
Certificates, Series 2006-FRE2. Funds in the Distribution Account shall be held
in trust for the Certificateholders for the uses and purposes set forth in this
Agreement. The Distribution Account must be an Eligible Account.
"Distribution Date": The 25th day of any month, or if such 25th day
is not a Business Day, the Business Day immediately following such 25th day,
commencing in August 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 immediately 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 Depository Institution, (ii) an account or accounts the deposits in which
are fully insured by the FDIC or (iii) a trust account or accounts maintained
with a federal depository institution or state chartered depository institution
acting in its fiduciary capacity. Eligible Accounts may bear interest.
"ERISA": The Employee Retirement Income Security Act of 1974, as
amended from time to time.
"ERISA-Restricted Certificate": Any Class CE, Class P or Residual
Certificate.
"Escrow Payments": The amounts constituting ground rents, taxes,
assessments, water charges, sewer rents, fire and hazard insurance premiums and
other payments required to be escrowed by the Mortgagor with the mortgagee
pursuant to the terms of any Mortgage Note or Mortgage.
"Estate in Real Property": A fee simple estate in a parcel of land.
"Estimated Swap Termination Payment": As defined in the Interest
Rate Swap Agreement.
"Estimated Termination Price": The Termination Price substituting
the Estimated Swap Termination Amount for the Actual Swap Termination Amount.
"Exchange Act": means the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.
"Extraordinary Trust Fund Expense": Any amounts payable or
reimbursable to the Trustee, the Master Servicer, the Securities Administrator,
the Custodian or any director, officer, employee or agent of any such Person
from the Trust Fund pursuant to the terms of this Agreement and any amounts
payable from the Distribution Account in respect of taxes pursuant to Section
11.01.
"Xxxxxx Xxx": Xxxxxx Xxx, formerly known as the Federal National
Mortgage Association, or any successor thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property
purchased by the Originator, the Seller or the Master Servicer pursuant to or as
contemplated by Section 2.03, 3.26 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, which determination shall be evidenced by a certificate of a
Servicing Officer delivered to the Master Servicer and maintained in its
records.
"First Lien": With respect to any second lien Mortgage Loan, the
mortgage loan relating to the corresponding Mortgaged Property having a first
priority lien.
"First Lien Mortgage Loan": A Mortgage Loan with respect to which
the lien of the related Mortgage securing the principal amount of the Mortgage
Loan is indicated on the related Mortgage Loan Schedule as the first priority
lien.
"Fitch": Fitch Ratings or any successor in interest.
"Fixed Swap Payment": With respect to any Distribution Date, the
amount calculated based on a fixed rate as set forth in the Interest Rate Swap
Agreement.
"Floating Swap Payment": With respect to any Distribution Date, the
amount equal to the product of (i) Swap LIBOR, (ii) the related Notional Amount
(as defined in the Interest Rate Swap Agreement) and (iii) 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 Distribution Date, and the denominator
of which is 360.
"Form 8-K Disclosure Information": has the meaning set forth in
Section 5.08(a)(iv)(A).
"Formula Rate": For any Distribution Date and any Class of the Class
A Certificates and the Mezzanine Certificates, the lesser of (i) LIBOR plus the
related Certificate Margin and (ii) the applicable Maximum Cap Rate.
"Xxxxxxx Mac": Xxxxxxx Mac, formerly known as the Federal Home Loan
Mortgage Corporation, or any successor thereto.
"Fremont": Fremont Investment & Loan, a California industrial bank,
or any successor thereto, in its capacity as interim servicer under the
Assignment Agreement.
"Global Securities": The global certificates representing the
Book-Entry Certificates.
"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 Adjustable Rate
Mortgage Loan.
"Group I Allocation Percentage": For any Distribution Date, the
aggregate Stated Principal Balance of the Group I Mortgage Loans as of the close
of business on the last day of the immediately preceding Due Period (after
giving effect to scheduled payments of principal due on the Group I Mortgage
Loans during the related Due Period, to the extent received or advanced and
unscheduled collections of principal received on the Group I Mortgage Loans
during the related Prepayment Period) divided by the sum of the aggregate Stated
Principal Balance of the Group I Mortgage Loans and the Group II Mortgage Loans
as of the close of business on the last day of the immediately preceding Due
Period (after giving effect to scheduled payments of principal due on the Group
I Mortgage Loans and Group II Mortgage Loans during the related Due Period, to
the extent received or advanced and unscheduled collections of principal
received on the Group I Mortgage Loans and Group II Mortgage Loans during the
related Prepayment Period).
"Group I Interest Remittance Amount": With respect to any
Distribution Date, the portion of the Available Distribution Amount for such
Distribution Date that represents interest received, recovered or advanced on
the Group I Mortgage Loans (net of the Administration Fees and any Prepayment
Charges and after taking into account amounts payable or reimbursable to the
Trustee, the Custodian, the Securities Administrator, the Credit Risk Manager,
the Master Servicer or the Servicer with respect to the Group I Mortgage Loans
pursuant to this Agreement or the Custodial Agreements).
"Group I Mortgage Loans": Those Mortgage Loans identified on the
Mortgage Loan Schedule as Group I Mortgage Loans.
"Group I Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of all Monthly Payments
on the Group I Mortgage Loans due during the related Due Period, whether or not
received on or prior to the related Determination Date; (ii) the principal
portion of all proceeds received in respect of the repurchase of a Group I
Mortgage Loan or, in the case of a substitution, the Substitution Shortfall
Amount, during the related Prepayment Period pursuant to or as contemplated by
Section 2.03 and Section 10.01 of this Agreement; (iii) the principal portion of
all other unscheduled collections, including Insurance Proceeds, Liquidation
Proceeds and all Principal Prepayments in full and in part, received during the
related Prepayment Period, to the extent applied as recoveries of principal on
the Group I Mortgage Loans, net in each case of payments or reimbursements to
the Trustee, the Custodian, the Credit Risk Manager, the Master Servicer, the
Securities Administrator or the Servicer; and (iv) the Class A-1 Allocation
Percentage of the amount of any Overcollateralization Increase Amount for such
Distribution Date minus, (v) the Class A-1 Allocation Percentage of the amount
of any Overcollateralization Reduction Amount for such Distribution Date.
"Group I Principal Remittance Amount": With respect to any
Distribution Date, the sum of (a) the amounts described in clauses (i) through
(iii) of the definition of Group I Principal Distribution Amount.
"Group II Allocation Percentage": For any Distribution Date, the
aggregate Stated Principal Balance of the Group II Mortgage Loans as of the
close of business on the last day of the immediately preceding Due Period (after
giving effect to scheduled payments of principal due on the Group II Mortgage
Loans during the related Due Period, to the extent received or advanced and
unscheduled collections of principal received on the Group II Mortgage Loans
during the related Prepayment Period) divided by the sum of the aggregate Stated
Principal Balance of the Group I Mortgage Loans and the Group II Mortgage Loans
as of the close of business on the last day of the immediately preceding Due
Period (after giving effect to scheduled payments of principal due on the Group
I Mortgage Loans and Group II Mortgage Loans the close of business on the last
day of the immediately preceding Due Period, to the extent received or advanced
and unscheduled collections of principal received on the Group I Mortgage Loans
and Group II Mortgage Loans during the related Prepayment Period).
"Group II Interest Remittance Amount": With respect to any
Distribution Date, the portion of the Available Distribution Amount for such
Distribution Date that represents interest received, recovered or advanced on
the Group II Mortgage Loans (and net of the Administration Fees and any
Prepayment Charges and after taking into account amounts payable or reimbursable
to the Trustee, the Custodian, the Securities Administrator, the Credit Risk
Manager, the Master Servicer or the Servicer with respect to the Group II
Mortgage Loans pursuant to this Agreement or the Custodial Agreements).
"Group II Mortgage Loans": Those Mortgage Loans identified on the
Mortgage Loan Schedule as Group II Mortgage Loans.
"Group II Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of all Monthly Payments
on the Group II Mortgage Loans due during the related Due Period, whether or not
received on or prior to the related Determination Date; (ii) the principal
portion of all proceeds received in respect of the repurchase of a Group II
Mortgage Loan or, in the case of a substitution, the Substitution Shortfall
Amount, during the related Prepayment Period pursuant to or as contemplated by
Section 2.03 and Section 10.01 of this Agreement; (iii) the principal portion of
all other unscheduled collections, including Insurance Proceeds, Liquidation
Proceeds and all Principal Prepayments in full and in part, received during the
related Prepayment Period, to the extent applied as recoveries of principal on
the Group II Mortgage Loans, net in each case of payments or reimbursements to
the Trustee, the Custodian, the Credit Risk Manager, the Master Servicer, the
Securities Administrator or the Servicer; and (iv) the Class A-2 Allocation
Percentage of the amount of any Overcollateralization Increase Amount for such
Distribution Date, minus (v) the Class A-2 Allocation Percentage of the amount
of any Overcollateralization Reduction Amount for such Distribution Date.
"Group II Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts described in clauses (i) through (iii)
of the definition of Group II Principal Distribution Amount.
"Group Subordinate Amount": For any Distribution Date and (i) for
the Group I Mortgage Loans, the excess of the aggregate Stated Principal Balance
of the Group I Mortgage Loans as of the beginning of the related Due Period
(after giving effect to Principal Prepayments received in the Prepayment Period
that ends during such Due Period) over the Certificate Principal Balance of the
Class A-1 Certificates immediately prior to the current Distribution Date and
(ii) for the Group II Mortgage Loans, the excess of the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the beginning of the
related Due Period (after giving effect to Principal Prepayments received in the
Prepayment Period that ends during such Due Period) over the aggregate
Certificate Principal Balances of the Class A-2A, Class A-2B, Class A-2C and
Class A-2D Certificates immediately prior to such Distribution Date.
"Highest Priority": As of any date of determination, the Class of
Mezzanine Certificates then outstanding with the highest priority for payments
pursuant to Section 5.01, in the following order: Class X-0, Xxxxx X-0, Class
M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class
M-10 and Class M-11 Certificates.
"HUD": The United States Department of Housing and Urban Development
or any successor thereto.
"Indenture": An indenture relating to the issuance of notes secured
by the Class CE Certificates, the Class P Certificates and/or Residual
Certificates (or any portion thereof).
"Independent": When used with respect to any specified Person, any
such Person who (a) is in fact independent of the Depositor, the Master
Servicer, the Securities Administrator, the Servicer, the Seller, the Originator
and their respective Affiliates, (b) does not have any direct financial interest
in or any material indirect financial interest in the Depositor, the Master
Servicer, the Securities Administrator, the Servicer, the Seller, the Originator
or any Affiliate thereof, and (c) is not connected with the Depositor, the
Master Servicer, the Securities Administrator, the Servicer, the Seller, the
Originator or any Affiliate thereof as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions;
provided, however, that a Person shall not fail to be Independent of the
Depositor, the Master Servicer, the Securities Administrator, the Servicer, the
Seller, the Originator 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, the Master Servicer, the Securities Administrator, the Servicer, the
Seller, the Originator or any Affiliate thereof, as the case may be.
"Independent Contractor": Either (i) any Person (other than the
Servicer) that would be an "independent contractor" with respect to any of the
REMICs created hereunder within the meaning of Section 856(d)(3) of the Code if
such REMIC were a real estate investment trust (except that the ownership tests
set forth in that section shall be considered to be met by any Person that owns,
directly or indirectly, 35% or more of any Class of Certificates), so long as
each such REMIC does not receive or derive any income from such Person and
provided that the relationship between such Person and such REMIC is at arm's
length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or
(ii) any other Person (including the Servicer) if the Trustee has received an
Opinion of Counsel to the effect that the taking of any action in respect of any
REO Property by such Person, subject to any conditions therein specified, that
is otherwise herein contemplated to be taken by an Independent Contractor will
not cause such REO Property to cease to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code (determined without regard to the
exception applicable for purposes of Section 860D(a) of the Code), or cause any
income realized in respect of such REO Property to fail to qualify as Rents from
Real Property.
"Index": With respect to each Adjustable Rate Mortgage Loan and with
respect to each related Adjustment Date, the index as specified in the related
Mortgage Note.
"Initial Certificate Principal Balance": With respect to any Regular
Certificate, the amount designated "Initial Certificate Principal Balance" on
the face thereof.
"Insurance Proceeds": Proceeds of any title policy, hazard policy or
other insurance policy covering a Mortgage Loan or the related Mortgaged
Property, to the extent such proceeds are not to be applied to the restoration
of the related Mortgaged Property or released to the Mortgagor or a senior
lienholder in accordance with Accepted Servicing Practices, subject to the terms
and conditions of the related Mortgage Note and Mortgage.
"Interest Carry Forward Amount": With respect to any Distribution
Date and any Class A Certificate or Mezzanine Certificate, the sum of (i) the
amount, if any, by which (a) the Interest Distribution Amount for such Class as
of the immediately preceding Distribution Date exceeded (b) the actual amount
distributed on such Class in respect of interest on such immediately preceding
Distribution Date and (ii) the amount of any Interest Carry Forward Amount for
such Class remaining unpaid from the previous Distribution Date, plus accrued
interest on such sum calculated at the related Pass-Through Rate for the most
recently ended Accrual Period.
"Interest Determination Date": With respect to the Class A
Certificates and the Mezzanine Certificates and any Accrual Period therefor, the
second London Business Day preceding the commencement of such Accrual Period.
"Interest Distribution Amount": With respect to any Distribution
Date and any Class A Certificates, any Mezzanine Certificates and any Class CE
Certificates, the aggregate Accrued Certificate Interest on the Certificates of
such Class for such Distribution Date.
"Interest Rate Swap Agreement": The confirmation dated as of July
13, 2006 between the Swap Provider and the Securities Administrator on behalf of
the Trust, which incorporates by reference the 1992 ISDA Master Agreement
(Multicurrency-Cross Border).
"Interest Remittance Amount": With respect to any Distribution
Date, the sum of: (i) the Group I Interest Remittance Amount and (ii) the
Group II Interest Remittance Amount.
"Interim Servicer Event of Default": An event of default in the
Assignment Agreement.
"Late Collections": With respect to any Mortgage Loan and any Due
Period, all amounts received subsequent to the Determination Date immediately
following such Due Period with respect to such Mortgage Loan, whether as late
payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds,
Subsequent Recoveries or otherwise, which represent late payments or collections
of principal and/or interest due (without regard to any acceleration of payments
under the related Mortgage and Mortgage Note) but delinquent for such Due Period
and not previously recovered.
"LIBOR": With respect to each Accrual Period for the Class A
Certificates and the Mezzanine Certificates, the rate determined by the
Securities Administrator on the related Interest Determination Date on the basis
of the London interbank offered rate for one-month United States dollar
deposits, as such rate appears on the Telerate Page 3750, as of 11:00 a.m.
(London time) on such Interest Determination Date. If such rate does not appear
on Telerate Page 3750, the rate for such Interest Determination Date will be
determined on the basis of the offered rates of the Reference Banks for
one-month United States dollar deposits, as of 11:00 a.m. (London time) on such
Interest Determination Date. The Securities Administrator will request the
principal London office of each of the Reference Banks to provide a quotation of
its rate. On such Interest Determination Date, LIBOR for the related Accrual
Period for the Class A Certificates and the Mezzanine Certificates will be
established by the Securities Administrator as follows:
(i) If on such Interest Determination Date two or more
Reference Banks provide such offered quotations, LIBOR for the
related Accrual Period shall be the arithmetic mean of such offered
quotations (rounded upwards if necessary to the nearest whole
multiple of 1/16 of 1%); and
(ii) If on such Interest Determination Date fewer than two
Reference Banks provide such offered quotations, LIBOR for the
related Accrual Period shall be the higher of (i) LIBOR as
determined on the previous Interest Determination Date and (ii) the
Reserve Interest Rate.
The establishment of One-Month LIBOR by the Securities Administrator
and the Securities Administrator's subsequent calculation of the One-Month LIBOR
Pass-Through Rates for the relevant Accrual Period, shall, in the absence of
manifest error, be final and binding.
Notwithstanding the foregoing, LIBOR for the Class A and Mezzanine
Certificates for the first Accrual Period will be 5.39013%.
"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 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 purchased pursuant to Section
10.01.
"Liquidation Proceeds": The amount (other than Insurance Proceeds,
amounts received in respect of the rental of any REO Property prior to REO
Disposition, or required to be released to a Mortgagor or a senior lienholder in
accordance with applicable law or the terms of the related Mortgage Loan
Documents) 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 (other than amounts required to be released to the Mortgagor or a
senior lienholder), (ii) the liquidation of a defaulted Mortgage Loan through a
trustee's sale, foreclosure sale or otherwise, (iii) the repurchase,
substitution or sale of a Mortgage Loan or an REO Property pursuant to or as
contemplated by Section 2.03, Section 3.21 or Section 10.01 of this Agreement or
(iv) any Subsequent Recoveries.
"Loan Group": Either of the Group I Mortgage Loans or the Group II
Mortgage Loans.
"Loan-to-Value Ratio": As of any date of determination, the
fraction, expressed as a percentage, the numerator of which is the principal
balance of the related Mortgage Loan at such date and the denominator of which
is the Value of the related Mortgaged Property.
"London Business Day": Any day on which banks in the Cities of
London and New York are open and conducting transactions in United States
dollars.
"Loss Severity Percentage": With respect to any Distribution Date,
the percentage equivalent of a fraction, the numerator of which is the amount of
Realized Losses incurred on a Mortgage Loan and the denominator of which is the
principal balance of such Mortgage Loan immediately prior to the liquidation of
such Mortgage Loan.
"Lower Tier REMIC": As described in the Preliminary Statement.
"Lower Tier REMIC Interest Rate": As described in the Preliminary
Statement.
"Lower Tier REMIC Principal Amount": The principal balance of each
Lower Tier REMIC Regular Interest, determined as set forth in the Preliminary
Statement. The Lower Tier REMIC Principal Amount shall be computed to at least
eight (8) decimal places.
"Lower Tier REMIC Regular Interest": Each of the Class LT-A-1, Class
LT-A-2A, Class LT-A-2B, Class LT-A-2C, Class LT-A-2D, Class LT-A-2C, Class
LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6,
Class LT-M-7, Class LT-M-8, Class LT-M-9, Class LT-M-10, Class LT-M-11, Class
LT-Group I(SUB), Class LT-Group I, Class LT-Group II(SUB), Class LT-Group II,
Class LT-XX, Class LT-P and Class LT-Accrual Interests as described in the
Preliminary Statement.
"Lower Tier REMIC Subordinated Balance Ratio": The ratio between the
Lower Tier REMIC Principal Amounts of the Class LT-Group I(SUB) Interest and
Class LT-Group II(SUB) Interest equal to the ratio between the Group Subordinate
Amount of the Group I Mortgage Loans and the Group Subordinate Amount of the
Group II Mortgage Loans, respectively.
"Lower Tier REMIC WAC Rate": As of any Distribution Date, a per
annum rate equal to the product of (i) weighted average of the Adjusted Net
Mortgage Rates and (ii) a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days in the Accrual Period related
to such Distribution Date.
"Master Servicer": As of the Closing Date, Xxxxx Fargo Bank, N.A.
and thereafter, its respective successors in interest who meet the
qualifications of this Agreement. The Master Servicer and the Securities
Administrator shall at all times be the same Person.
"Master Servicer Event of Default": One or more of the events
described in Section 8.01(b).
"Maximum Cap Rate": For any Distribution Date, a per annum rate
equal to the sum of (i) the product of (x) the weighted average of the Adjusted
Net Maximum Mortgage Rates of the Mortgage Loans 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 and (ii) an amount, expressed as a
percentage, equal to a fraction, the numerator of which is equal to the Net Swap
Payment made by the Swap Provider and the denominator of which is equal to the
aggregate Stated Principal Balance of the Mortgage Loans, multiplied by 12.
"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 Loan": Any Mortgage Loan registered with MERS on the MERS
System.
"MERS System": The system of recording transfers of mortgages
electronically maintained by MERS.
"Mezzanine Certificate": Any Class M-1 Certificate, Class M-2
Certificate, Class M-3 Certificate, Class M-4 Certificate, Class M-5
Certificate, Class M-6 Certificate, Class M-7 Certificate, Class M-8
Certificate, Class M-9 Certificate, Class M-10 Certificate or Class M-11
Certificate.
"MIN": The Mortgage Identification Number for any MERS Loan.
"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": Any Mortgage Loan as to which MERS is acting as
mortgagee, solely as nominee for the originator of such Mortgage Loan and its
successors and assigns.
"Monthly Payment": With respect to any Mortgage Loan, the scheduled
monthly payment of principal and interest on such Mortgage Loan which is payable
by the related Mortgagor from time to time under the related Mortgage Note,
determined: (a) after giving effect to (i) any Deficient Valuation and/or Debt
Service Reduction with respect to such Mortgage Loan and (ii) any reduction in
the amount of interest collectible from the related Mortgagor pursuant to the
Relief Act or similar state laws; (b) without giving effect to any extension
granted or agreed to by the Servicer pursuant to Section 3.01 of this Agreement;
and (c) on the assumption that all other amounts, if any, due under such
Mortgage Loan are paid when due.
"Monthly Statement": A monthly statement required to be delivered to
Certificateholders pursuant to Section 5.02.
"Moody's": Xxxxx'x Investors Service, Inc. or any successor
interest.
"Mortgage": The mortgage, deed of trust or other instrument creating
a first lien on, or first priority security interest in, a Mortgaged Property
securing a Mortgage Note.
"Mortgage File": For each Mortgage Loan, the related mortgage
documents listed on Exhibit 2 to the Mortgage Loan Purchase Agreement.
"Mortgage Loan": Each mortgage loan transferred and assigned to the
Trustee and the related Mortgage File, as held from time to time as a part of
the Trust Fund, the Mortgage Loans so held being identified in the Mortgage Loan
Schedule.
"Mortgage Loan Documents": The documents identified in Exhibit 3 of
the Mortgage Loan Purchase Agreement evidencing or relating to each Mortgage
Loan.
"Mortgage Loan Purchase Agreement": The Mortgage Loan Purchase
Agreement dated as of the Closing Date, among the Originator, the Depositor and
the Seller and acknowledged and agreed by Xxxxx Fargo Bank, N.A., as interim
trustee.
"Mortgage Loan Schedule": As of any date, the list of Mortgage Loans
included in the Trust on such date, attached hereto as Exhibit D. The Depositor
shall deliver or cause the delivery of the initial Mortgage Loan Schedule to the
Servicer, the Master Servicer, the Custodian and the Trustee on the Closing
Date. The Mortgage Loan Schedule shall set forth the following information with
respect to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) [reserved];
(iii) the state and zip code of the Mortgaged Property
including;
(iv) a code indicating whether the Mortgaged Property is
owner-occupied;
(v) the type of Residential Dwelling constituting the
Mortgaged Property;
(vi) the original months to maturity;
(vii) the original date of the Mortgage Loan and the remaining
months to maturity from the Cut-off Date, based on the original
amortization schedule;
(viii) the Loan-to-Value Ratio or CLTV at origination;
(ix) the Mortgage Rate in effect immediately following the
Cut-off Date;
(x) the date on which the first Monthly Payment was due on the
Mortgage Loan;
(xi) the stated maturity date;
(xii) the amount of the Monthly Payment at origination;
(xiii) the amount of the Monthly Payment as of the Cut-off
Date;
(xiv) the last Due Date on which a Monthly Payment was
actually applied to the unpaid Stated Principal Balance;
(xv) the original principal amount of the Mortgage Loan;
(xvi) the Stated Principal Balance of the Mortgage Loan as of
the close of business on the Cut-off Date;
(xvii) with respect to each Adjustable Rate Mortgage Loan, the
first Adjustment Date;
(xviii) with respect to each Adjustable Rate Mortgage Loan,
the Gross Margin;
(xix) a code indicating the purpose of the loan (i.e.,
purchase financing, rate/term refinancing, cash-out refinancing);
(xx) with respect to each Adjustable Rate Mortgage Loan, the
Maximum Mortgage Rate under the terms of the Mortgage Note;
(xxi) with respect to each Adjustable Rate Mortgage Loan, the
Minimum Mortgage Rate under the terms of the Mortgage Note;
(xxii) the Mortgage Rate at origination;
(xxiii) with respect to each Adjustable Rate Mortgage Loan,
the Periodic Rate Cap;
(xxiv) with respect to each Adjustable Rate Mortgage Loan, the
first Adjustment Date immediately following the Cut-off Date;
(xxv) with respect to each Adjustable Rate Mortgage Loan, the
Index;
(xxvi) the date on which the first Monthly Payment was due on
the Mortgage Loan, and if such date is not consistent with the Due
Date currently in effect, such Due Date;
(xxvii) a code indicating whether the Mortgage Loan is an
Adjustable Rate Mortgage Loan or a fixed rate Mortgage Loan;
(xxviii) a code indicating the documentation style (i.e.,
full, stated or limited);
(xxix) a code indicating if the Mortgage Loan is subject to a
primary insurance policy or lender paid mortgage insurance policy
and the name of the insurer;
(xxx) the Appraised Value of the Mortgaged Property;
(xxxi) the sale price of the Mortgaged Property, if
applicable;
(xxxii) a code indicating whether the Mortgage Loan is subject
to a Prepayment Charge, the term of such Prepayment Charge and the
amount of such Prepayment Charge;
(xxxiii) the product type (e.g., 2/28, 15 year fixed, 30 year
fixed, 15/30 balloon, etc.);
(xxxiv) the Mortgagor's debt to income ratio;
(xxxv) the rounding code;
(xxxvi) the program code;
(xxxvii) a code indicating the lien priority for Mortgage
Loans;
(xxxviii) [reserved]; and
(xxxix) the total amount of points and fees charged such
Mortgage Loan.
The Mortgage Loan Schedule shall set forth the following information
with respect to the Mortgage Loans in the aggregate as of the Cut-off Date: (1)
the number of Mortgage Loans; (2) the current principal balance of the Mortgage
Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans; and (4) the
weighted average maturity of the Mortgage Loans. The Mortgage Loan Schedule
shall be amended from time to time by the Depositor in accordance with the
provisions of this Agreement. With respect to any Qualified Substitute Mortgage
Loan, the Cut-off Date shall refer to the related Cut-off Date for such Mortgage
Loan, determined in accordance with the definition of Cut-off Date herein.
"Mortgage Note": The original executed note or other evidence of the
indebtedness of a Mortgagor under a Mortgage Loan.
"Mortgage Rate": With respect to each Mortgage Loan, the annual rate
at which interest accrues on such Mortgage Loan from time to time in accordance
with the provisions of the related Mortgage Note, which rate with respect to
each Adjustable Rate Mortgage Loan (A) as of any date of determination until the
first Adjustment Date following the Cut-off Date shall be the rate set forth in
the Mortgage Loan Schedule as the Mortgage Rate in effect immediately following
the Cut-off Date and (B) as of any date of determination thereafter shall be the
rate as adjusted on the most recent Adjustment Date equal to the sum, rounded to
the nearest 0.125% as provided in the Mortgage Note, of the Index, as most
recently available as of a date prior to the Adjustment Date as set forth in the
related Mortgage Note, plus the related Gross Margin; provided that the Mortgage
Rate on such Adjustable Rate Mortgage Loan on any Adjustment Date shall never be
more than the lesser of (i) the sum of the Mortgage Rate in effect immediately
prior to the Adjustment Date plus the related Periodic Rate Cap, if any, and
(ii) the related Maximum Mortgage Rate, and shall never be less than the greater
of (i) the Mortgage Rate in effect immediately prior to the Adjustment Date less
the Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage Rate. With
respect to each Mortgage Loan that becomes an REO Property, as of any date of
determination, the annual rate determined in accordance with the immediately
preceding sentence as of the date such Mortgage Loan became an REO Property.
"Mortgaged Property": The underlying property securing a Mortgage
Loan, including any REO Property, consisting of an Estate in 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 P&I
Advances, Servicing Advances, Servicing Fees and any other accrued and unpaid
servicing fees received and retained in connection with the liquidation of such
Mortgage Loan or Mortgaged Property.
"Net Monthly Excess Cashflow": With respect to any Distribution
Date, the sum of (i) any Overcollateralization Reduction Amount for such
Distribution Date and (ii) the excess of (x) the Available Distribution Amount
for such Distribution Date over (y) the sum for such Distribution Date of (A)
the aggregate Senior Interest Distribution Amounts payable to the Holders of the
Class A Certificates, (B) the aggregate Interest Distribution Amounts payable to
the Holders of the Mezzanine Certificates, (C) the Principal Remittance Amount
and (D) any Net Swap Payment or Swap Termination Payment (not caused by a Swap
Provider Trigger Event) owed to the Swap Provider.
"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 Administration Fee Rate.
"Net Prepayment Interest Shortfall": With respect to any
Distribution Date and Loan Group, the excess, if any, of any Prepayment Interest
Shortfalls for such Loan Group for such date over the sum of (i) the related
Compensating Interest and (ii) the excess, if any, of the Compensating Interest
for the other Loan Group over the Prepayment Interest Shortfall for such other
Loan Group.
"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 Pass-Through Rate": With respect to the Class A-1
Certificates and any Distribution Date, a rate per annum (adjusted for the
actual number of days elapsed in the related Accrual Period) equal to a
fraction, expressed as a percentage, the numerator of which is the amount of
interest that accrued on the Group I Mortgage Loans in the prior calendar month
minus Administration Fees with respect to the Group I Mortgage Loans for such
Distribution Date and the Group I Allocation Percentage of any Net Swap Payment
payable to the Swap Provider or Swap Termination Payment payable to the Swap
Provider which was not caused by the occurrence of a Swap Provider Trigger
Event, in each case for such Distribution Date and the denominator of which is
the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the
last day of the immediately preceding Due Period (or as of the Cut-off Date with
respect to the first Distribution Date), after giving effect to Principal
Prepayments received during the related Prepayment Period.
With respect to the Class A-2 Certificates and any Distribution
Date, a rate per annum (adjusted for the actual number of days elapsed in the
related Accrual Period) equal to a fraction, expressed as a percentage, the
numerator of which is the amount of interest that accrued on the Group II
Mortgage Loans in the prior calendar month minus Administration Fees with
respect to the Group II Mortgage Loans for such Distribution Date and the Group
II Allocation Percentage of any Net Swap Payment payable to the Swap Provider or
Swap Termination Payment payable to the Swap Provider which was not caused by
the occurrence of a Swap Provider Trigger Event, in each case for such
Distribution Date and the denominator of which is the aggregate Stated Principal
Balance of the Group II Mortgage Loans as of the last day of the immediately
preceding Due Period (or as of the Cut-off Date with respect to the first
Distribution Date), after giving effect to Principal Prepayments received during
the related Prepayment Period.
With respect to the Mezzanine Certificates and any Distribution Date
a rate per annum equal to the weighted average (weighted in proportion to the
results of subtracting from the Stated Principal Balance of each Loan Group, the
aggregate Certificate Principal Balance of the related Classes of Class A
Certificates) of (i) the Net WAC Pass-Through Rate for the Class A-1
Certificates and (ii) the Net WAC Pass-Through Rate for the Class A-2
Certificates.
"Net WAC Rate Carryover Amount": With respect to any Class of Class
A Certificates or Mezzanine Certificates and any Distribution Date, an amount
equal to the sum of (i) the excess of (x) the amount of interest such Class
would have been entitled to receive on such Distribution Date if the applicable
Net WAC Pass-Through Rate would not have been applicable to such Class on such
Distribution Date over (y) the amount of interest distributed to such Class on
such Distribution Date at the applicable Net WAC Pass-Through Rate plus (ii) the
related Net WAC Rate Carryover Amount for the previous Distribution Date not
previously distributed to such Class together with interest thereon at a rate
equal to the Pass-Through Rate for such Class for the most recently ended
Accrual Period without taking into account the applicable Net WAC Pass-Through
Rate.
"New Lease": Any lease of REO Property entered into on behalf of the
Trust, including any lease renewed or extended on behalf of the Trust if the
Trust has the right to renegotiate the terms of such lease.
"Nonrecoverable P&I Advance": Any P&I Advance previously made or
proposed to be made in respect of a Mortgage Loan or REO Property that, in the
good faith business judgment of the Servicer or a successor Servicer (including
the Trustee or the Master Servicer) will not or, in the case of a proposed P&I
Advance, would not be ultimately recoverable from related Late Collections,
Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property
as provided herein.
"Nonrecoverable Servicing Advance": Any Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan or REO Property that,
in the good faith business judgment of the Servicer, will not or, in the case of
a proposed Servicing Advance, would not be ultimately recoverable from related
Late Collections, Insurance Proceeds or Liquidation Proceeds on such Mortgage
Loan or REO Property as provided herein.
"Non-United States Person": Any Person other than a United States
Person.
"Notional Amount": Immediately prior to any Distribution Date, with
respect to the Class CE Certificates or the Class CE-IO Interest, the aggregate
of the Uncertificated Principal Balances of the Lower Tier REMIC Regular
Interests, other than the Class LT-P Interest.
"Offered Certificates": The Class A Certificates, the Class M-1
Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class
M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the
Class M-7 Certificates, the Class M-8 Certificates, the Class M-9 Certificates,
the Class M-10 Certificates and the Class M-11 Certificates offered to the
public pursuant to the Prospectus Supplement.
"Officer's 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 Master
Servicer, the Seller or the Depositor, as applicable.
"Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be salaried counsel for the Depositor, the Servicer, the Securities
Administrator or the Master Servicer, acceptable to the Trustee, except that any
opinion of counsel relating to (a) the qualification of either REMIC as a REMIC
or (b) compliance with the REMIC Provisions must be an opinion of Independent
counsel.
"Optional Termination Date": The Distribution Date on which the
aggregate principal balance of the Mortgage Loans (and properties acquired in
respect thereof) remaining in the Trust Fund is reduced to 10% or less of the
aggregate principal balance of the Mortgage Loans as of the Cut-off Date.
"Originator": Fremont Investment & Loan, a California industrial
bank.
"Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the amount, if any, by which the Required
Overcollateralization Amount exceeds the Overcollateralized Amount on such
Distribution Date (after giving effect to distributions in respect of the
Principal Remittance Amount).
"Overcollateralization Amount": With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal Balances of the
Mortgage Loans and REO Properties immediately following such Distribution Date
over (b) the sum of the aggregate Certificate Principal Balance of the Class A
Certificates, the Mezzanine Certificates and the Class P Certificates as of such
Distribution Date (after taking into account the payment of the Principal
Remittance Amount on such Distribution Date).
"Overcollateralization Floor": An amount equal to the product of (i)
0.50% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the Cut-off Date.
"Overcollateralization Increase Amount": With respect to any
Distribution Date, the lesser of (i) the Net Monthly Excess Cashflow for such
Distribution Date and (ii) the Overcollateralization Deficiency Amount.
"Overcollateralization Reduction Amount": With respect to any
Distribution Date, the lesser of (i) the amount by which the
Overcollateralization Amount exceeds the Required Overcollateralization Amount
and (ii) the Principal Remittance Amount; provided, however that on any
Distribution Date on which a Trigger Event is in effect, the
Overcollateralization Reduction Amount shall equal zero.
"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.
"P&I Advance": As to any Mortgage Loan or REO Property, any advance
made by the Servicer in respect of any Determination Date pursuant to Section
5.03 of this Agreement, or in respect of any Distribution Date by a successor
Servicer (including the Master Servicer) pursuant to Section 8.02 (which
advances shall not include principal or interest shortfalls due to bankruptcy
proceedings or application of the Relief Act or similar state or local laws.)
"Pass-Through Rate": With respect to any Class of the Class A and
Mezzanine Certificates and any Distribution Date, the lesser of (x) the related
Formula Rate for such Distribution Date and (y) the Net WAC Pass-Through Rate
for such Distribution Date.
With respect to the Class CE Certificates and any Distribution Date
as provided for in the Preliminary Statement.
"Percentage Interest": With respect to any Certificate (other than a
Residual Certificate), a fraction, expressed as a percentage, the numerator of
which is the Initial Certificate Principal Balance or Notional Amount
represented by such Certificate and the denominator of which is the Initial
Certificate Principal Balance or initial Notional Amount of the related Class.
With respect to a Residual Certificate, the portion of the Class evidenced
thereby, expressed as a percentage, as stated on the face of such Certificate;
provided, however, that the sum of all such percentages for each such Class
totals 100%.
"Periodic Rate Cap": With respect to each Adjustable Rate Mortgage
Loan and any Adjustment Date therefor, the fixed percentage set forth in the
related Mortgage Note, which is the maximum amount by which the Mortgage Rate
for such Adjustable Rate Mortgage Loan may increase or decrease (without regard
to the Maximum Mortgage Rate or the Minimum Mortgage Rate) on such Adjustment
Date from the Mortgage Rate in effect immediately prior to such Adjustment Date.
"Permitted Investments": Any one or more of the following
obligations or securities acquired at a purchase price of not greater than par,
regardless of whether issued by the Depositor, the Servicer, the Master
Servicer, the Trustee or any of their respective Affiliates:
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States or
any agency or instrumentality thereof, provided such obligations are
backed by the full faith and credit of the United States;
(ii) (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 the highest available rating
category of Xxxxx'x, 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 A-1+ or higher by S&P, F-1 or higher by Fitch
and A2 or higher by Moody's, provided, however, that collateral
transferred pursuant to such repurchase obligation must be of the
type described in clause (i) above and must (A) be valued daily at
current market prices plus accrued interest, (B) pursuant to such
valuation, be equal, at all times, to 105% of the cash transferred
by a party in exchange for such collateral and (C) be delivered to
such party or, if such party is supplying the collateral, an agent
for such party, 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
each Rating Agency that rates such securities in its highest
long-term unsecured rating categories at the time of such investment
or contractual commitment providing for such investment;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on
demand or on a specified date not more than 30 days after the date
of acquisition thereof) that is rated by each Rating Agency that
rates such securities in its highest short-term unsecured debt
rating available at the time of such investment;
(vi) units of money market funds that have been rated "AAA" by
Fitch (if rated by Fitch), "AAA" by S&P or "Aaa" by Moody's
including any such money market fund managed or advised by the
Master Servicer, the Trustee or any of their Affiliates; 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
as a permitted investment of funds backing securities having ratings
equivalent to its highest initial rating of the Class A
Certificates;
provided, however, that no instrument described hereunder shall evidence either
the right to receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest payments derived
from obligations underlying such instrument and the interest and principal
payments with respect to such instrument provide a yield to maturity at par
greater than 120% of the yield to maturity at par of the underlying obligations.
"Permitted Transferee": Any Transferee of a Residual Certificate
other than a Disqualified Organization or Non-United States Person.
"Person": Any individual, limited liability company, corporation,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
"Plan": As defined in Section 6.02(e)(i).
"Prepayment Assumption": As defined in the Prospectus Supplement.
"Prepayment Charge": With respect to any Principal Prepayment, any
prepayment premium, penalty or charge payable by a Mortgagor in connection with
any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related
Mortgage Note.
"Prepayment Interest Excess": With respect to each Mortgage Loan
that was the subject of a Principal Prepayment in full or in part during the
portion of the related Prepayment Period occurring between the first day of the
calendar month in which such Distribution Date occurs and the thirteenth
calendar 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 last date through which interest is collected from
the related Mortgagor. The Servicer may withdraw such Prepayment Interest Excess
from the Collection Account in accordance with Section 3.09(a)(x).
"Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a Principal Prepayment in
full or in part during the portion of the related Prepayment Period occurring
between the first day of the related Prepayment Period and the last day of the
calendar month preceding the month in which such Distribution Date occurs that
was applied by the Servicer to reduce the outstanding principal balance of such
Mortgage Loan on a date preceding the Due Date in the succeeding Prepayment
Period, an amount equal to interest at the applicable Net Mortgage Rate on the
amount of such Principal Prepayment for the number of days commencing on the
date on which the prepayment is applied and ending on the last day of the
calendar month preceding such Distribution Date. The obligations of the Servicer
and the Master Servicer in respect of any Prepayment Interest Shortfall are set
forth in Section 3.22 and Section 4.18, respectively of this Agreement.
"Prepayment Period": With respect to any Distribution Date, the
calendar month preceding the month in which the related Distribution Date occurs
with respect to Principal Prepayments in part, and the period beginning on the
fourteenth (14th) day of the month preceding the related Distribution Date (or,
the period commencing on the Cut-off Date, in connection with the first
Prepayment Period) and ending on the thirteenth (13th) day of the month in which
such Distribution Date occurs with respect to Principal Prepayments in full.
"Principal Distribution Amount": With respect to any Distribution
Date, the sum of the Group I Principal Distribution Amount and the Group II
Principal Distribution Amount.
"Principal Prepayment": Any voluntary 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": The prospectus supplement, dated July 7,
2006, filed with the Commission in connection with the SG Mortgage Securities
Trust 2006-FRE2 Asset-Backed Certificates, Series 2006-FRE2.
"Qualified Substitute Mortgage Loan": A mortgage loan substituted
for a Deleted Mortgage Loan pursuant to the terms of this Agreement or the
Mortgage Loan Purchase Agreement which must, on the date of such substitution,
(i) have an outstanding principal balance (or in the case of a substitution of
more than one mortgage loan for a Deleted Mortgage Loan, an aggregate principal
balance), after application of all scheduled payments of principal and interest
due during or prior to the month of substitution, not in excess of the
outstanding 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) have a Loan-to-Value Ratio and
a CLTV as of the date of substitution equal to or lower than the Loan-to-Value
Ratio and the CLTV of the Deleted Mortgage Loan as of such date, (iv) have been
underwritten or reunderwritten by the Originator in accordance with the same
underwriting criteria and guidelines as the Deleted Mortgage Loan, (v) have a
Prepayment Charge provision at least equal to the Prepayment Charge provision of
the Deleted Mortgage Loan, (vi) conform to each representation and warranty set
forth in Section 6 of the Mortgage Loan Purchase Agreement applicable to the
Deleted Mortgage Loan, (vii) have the same Due Date as the Deleted Mortgage
Loan, (viii) be the same type of mortgage loan (i.e. fixed or adjustable rate
with the same Gross Margin and Index as the Deleted Mortgage Loan, first or
second lien, and have the same credit grade), (ix) if the related Deleted
Mortgage Loan is a balloon loan, have the same amortization schedule and final
monthly payment as the amortization schedule and final monthly payment of the
Deleted Mortgage Loan, and (x) satisfy certain other conditions specified in
this Agreement and the Mortgage Loan Purchase Agreement. 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 principal balances, the Mortgage Rates described in clauses (ii)
through (vi) 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 and CLTV described in clause (iii)
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.
"Rating Agency or Rating Agencies": DBRS, 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 the 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, plus accrued interest on such Stated Principal Balance at the
applicable Net Mortgage Rate in effect from time to time from the Due Date as to
which interest was last covered by a payment by the Mortgagor, which payment had
as of the date of purchase been distributed pursuant to Section 5.01, through
the end of the calendar month in which the Final Recovery Determination with
respect to such Mortgage Loan was made, after application of all Net Liquidation
Proceeds in respect of such Mortgage Loan.
Realized Losses allocated to the Class CE Certificates shall be
allocated first to the Class CE-IO Interest in reduction of all accrued but
unpaid interest thereon.
"Record Date": With respect to each Distribution Date and the Class
A Certificates and the Mezzanine Certificates, the Business Day immediately
preceding such Distribution Date for so long as such Certificates are Book-Entry
Certificates. With respect to each Distribution Date and any other Class of
Certificates, including any Definitive Certificates, the last day of the
calendar month immediately preceding the month in which such Distribution Date
occurs.
"Reference Banks": Xxxxxxx'x Bank PLC, The Tokyo Mitsubishi Bank and
National Westminster Bank PLC and their successors in interest; provided,
however, that if any of the foregoing banks are not suitable to serve as a
Reference Bank, then any leading banks selected by the Securities Administrator
which are engaged in transactions in Eurodollar deposits in the International
Eurocurrency market (i) with an established place of business in London, (ii)
not controlling, under the control of or under common control with the Depositor
or any Affiliate thereof and (iii) which have been designated as such by the
Securities Administrator.
"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 CE Certificates or Class P Certificates.
"Regular Interests": The Lower Tier REMIC Regular Interests and the
Upper Tier REMIC Regular Interests.
"Regulation AB": Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from
time to time, and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7, 2005))
or by the staff of the Commission, or as may be provided by the Commission or
its staff from time to time and publicly available.
"Regulation S": Regulation S promulgated under the 1933 Act or any
successor provision thereto, in each case as the same may be amended from time
to time; and all references to any rule, section or subsection of, or definition
or term contained in, Regulation S means such rule, section, subsection,
definition or term, as the case may be, or any successor thereto, in each case
as the same may be amended from time to time.
"Regulation S Global Security": The meaning specified in Section
6.01.
"Relevant Servicing Criteria": The Servicing Criteria applicable to
the various parties, as set forth on Exhibit P attached hereto. For
clarification purposes, multiple parties can have responsibility for the same
Relevant Servicing Criteria. With respect to a Servicing Function Participant
engaged by the Master Servicer, the Securities Administrator, the Trustee, the
Servicer or the Custodian, the term "Relevant Servicing Criteria" may refer to a
portion of the Relevant Servicing Criteria applicable to such parties.
"Relief Act": The Servicemembers Civil Relief Act, as amended.
"Relief Act Interest Shortfall": With respect to any Distribution
Date and any Mortgage Loan, any reduction in the amount of interest collectible
on such Mortgage Loan for the most recently ended Due Period as a result of the
application of the Relief Act, or similar state or local laws.
"REMIC": A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
"REMIC Group I Loan Cap": With respect to the Group I Mortgage Loans
as of any Distribution Date, the product of (i) the weighted average of the
Adjusted Net Mortgage Rates then in effect on the beginning of the related Due
Period on the Group I Mortgage Loans and (ii) a fraction, the numerator of which
is 30 and the denominator of which is the actual number of days in the Accrual
Period related to such Distribution Date.
"REMIC Group II Loan Cap": With respect to the Group II Mortgage
Loans as of any Distribution Date, the product of (i) the weighted average of
the Adjusted Net Mortgage Rates then in effect on the beginning of the related
Due Period on the Group II Mortgage Loans and (ii) a fraction, the numerator of
which is 30 and the denominator of which is the actual number of days in the
Accrual Period related to such Distribution Date.
"REMIC Pool Cap": With respect to the Mortgage Loans as of any
Distribution Date, the product of (i) the weighted average of (x) the Adjusted
Net Mortgage Rates for the Group I Mortgage Loans and (y) the Adjusted Net
Mortgage Rates for the Group II Mortgage Loans then in effect on the beginning
of the related Due Period, in each case weighted on the basis of the related
Group Subordinate Amount, and (ii) a fraction, the numerator of which is 30 and
the denominator of which is the actual number of days in the Interest Accrual
Period related to such Distribution Date. For federal income tax purposes, the
economic equivalent of the Pool Cap shall be expressed as the weighted average
of the Lower Tier REMIC Interest Rate on (a) the Class LT-Group I(SUB) Interest,
subject to a cap and floor equal to the Lower Tier REMIC Interest Rate of the
Class LT-Group I Interest and (b) the Class LT-Group II(SUB) Interest, subject
to a cap and floor equal to the Lower Tier REMIC Interest Rate of the Class
LT-Group II Interest, weighted on the basis of the respective Lower Tier REMIC
Principal Amounts of the Class LT-Group I(SUB) and Class LT-Group II(SUB)
Interests, respectively.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and temporary and final regulations (or, to the extent not
inconsistent with such temporary or final regulations, proposed regulations) and
published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.
"Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code as being
included in the term "rents from real property."
"REO Account": The account or accounts maintained, or caused to be
maintained, by the Servicer in respect of an REO Property pursuant to Section
3.21 of this Agreement.
"REO Disposition": The sale or other disposition of an REO Property
on behalf of the Trust.
"REO Disposition Fee": With respect to each REO Disposition, the
greater of (i) $1,500 or (ii) one percent (1%) of the final sales price of such
REO Disposition.
"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 in respect of the proper operation, management and maintenance of
such REO Property or (ii) payable or reimbursable to the Servicer pursuant to
Section 3.21(d) of this Agreement for unpaid Servicing Fees in respect of the
related Mortgage Loan and unreimbursed Servicing Advances and P&I 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 Lower Tier REMIC through foreclosure or deed-in-lieu of
foreclosure, as described in Section 3.21 of this Agreement.
"Reportable Event": As defined in Section 5.08(a)(iv)(A).
"Reporting Servicer": As defined in Section 5.08(a)(iii)(A)(i).
"Repurchase Price": With respect to any Mortgage Loan or REO
Property to be purchased pursuant to or as contemplated by Section 2.03 or
Section 10.01, and as confirmed by a certification of a Servicing Officer to the
Trustee and the Master Servicer, 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 Net Mortgage Rate in
effect from time to time from the Due Date as to which interest was last covered
by a payment by the Mortgagor or a P&I Advance by the Servicer, which payment or
P&I Advance had as of the date of purchase been distributed pursuant to Section
5.01, through the end of the calendar month in which the purchase is to be
effected and (y) an REO Property, the sum of (1) accrued interest on such Stated
Principal Balance at the applicable Net Mortgage Rate in effect from time to
time from the Due Date as to which interest was last covered by a payment by the
Mortgagor or a P&I 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 P&I Advances that as of the date of purchase had been distributed as or to
cover REO Imputed Interest pursuant to Section 5.01, (iii) any unreimbursed
Servicing Advances and P&I Advances (including Nonrecoverable P&I Advances and
Nonrecoverable Servicing Advances) and any unpaid Servicing Fees allocable to
such Mortgage Loan or REO Property, (iv) any amounts previously withdrawn from
the Collection Account pursuant to Section 3.09(a)(ix) and Section 3.13(b) and
(v) in the case of a Mortgage Loan required to be purchased pursuant to Section
2.03, expenses reasonably incurred or to be incurred by the Servicer or the
Trustee in respect of the breach or defect giving rise to the purchase
obligation and any costs and damages incurred by the Trust Fund and the Trustee
in connection with any violation by any such Mortgage Loan of any predatory or
abusive lending law.
"Required Overcollateralization Amount": With respect to any
Distribution Date (i) prior to the Stepdown Date, the product of (A) 1.85% and
(B) the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date, (ii) on or after the Stepdown Date provided a Trigger Event is not
in effect, the greater of (x) 3.70% of the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced and unscheduled collections of principal
received during the related Prepayment Period) and (y) the Overcollateralization
Floor, and (iii) on or after the Stepdown Date and a Trigger Event is in effect,
the Required Overcollateralization Amount for the immediately preceding
Distribution Date. Notwithstanding the foregoing, on and after any Distribution
Date following the reduction of the aggregate Certificate Principal Balance of
the Class A Certificates and Mezzanine Certificates to zero, the Required
Overcollateralization Amount shall be zero.
"Reserve Fund": The reserve account established and maintained
pursuant to Section 3.24.
"Reserve Interest Rate": With respect to any Interest Determination
Date, the rate per annum that the Securities Administrator determines to be
either (i) the arithmetic mean (rounded upwards if necessary to the nearest
whole multiple of 1/16%) of the one-month U.S. dollar lending rates which New
York City banks selected by the Securities Administrator, after consultation
with 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 Securities Administrator can determine no such
arithmetic mean, the lowest one-month U.S. dollar lending rate which New York
City banks selected by the Securities Administrator are quoting on such Interest
Determination Date to leading European banks.
"Residential Dwelling": Any one of the following: (i) a detached
one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a
one-family dwelling unit condominium project, or (iv) a detached one-family
dwelling in a planned unit development, none of which is a co-operative or a
mobile or manufactured home.
"Residual Certificate": A Class R Certificate, evidencing ownership
in the Class LT-R Interest and Class UT-R Interest.
"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
officer of the Trustee having direct responsibility for the administration of
this Agreement, 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.
"Rule 144A": As defined in Section 6.01(c).
"S&P": Standard and Poor's, a division of the XxXxxx-Xxxx Companies,
Inc.
"Xxxxxxxx-Xxxxx Act": The Xxxxxxxx-Xxxxx Act of 2002 and the rules
and regulations of the Commission promulgated thereunder (including any publicly
available interpretations thereof by the Commission's staff).
"Xxxxxxxx-Xxxxx Certification": A written certification signed by an
officer of the Master Servicer that complies with (i) the Xxxxxxxx-Xxxxx Act,
and (ii) Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time to
time; provided that if, after the Closing Date (a) the Xxxxxxxx-Xxxxx Act is
amended, (b) the Rules referred to in clause (ii) are modified or superseded by
any subsequent statement, rule or regulation of the Commission or any statement
of a division thereof, or (c) any future releases, rules and regulations are
published by the Commission from time to time pursuant to the Xxxxxxxx-Xxxxx
Act, which in any such case affects the form or substance of the required
certification and results in the required certification being, in the reasonable
judgment of the Master Servicer, materially more onerous that then form of the
required certification as of the Closing Date, the Xxxxxxxx-Xxxxx Certification
shall be as agreed to by the Master Servicer and the Depositor following a
negotiation in good faith to determine how to comply with any such new
requirements.
"Scheduled Principal Balance": With respect to any Mortgage Loan:
(a) as of the Cut-off Date, the outstanding principal balance of such Mortgage
Loan as of such date, net of the principal portion of all unpaid Monthly
Payments, if any, due on or before such date; (b) as of any Due Date subsequent
to the Cut-off Date up to and including the Due Date in the calendar month in
which a Liquidation Event occurs with respect to such Mortgage Loan, the
Scheduled Principal Balance of such Mortgage Loan as of the Cut-off Date, minus
the sum of (i) the principal portion of each Monthly Payment due on or before
such Due Date but subsequent to the Cut-off Date, whether or not received, (ii)
all Principal Prepayments received before such Due Date but after the Cut-off
Date, (iii) the principal portion of all Liquidation Proceeds and Insurance
Proceeds received before such Due Date but after the Cut-off Date, net of any
portion thereof that represents principal due (without regard to any
acceleration of payments under the related Mortgage and Mortgage Note) on a Due
Date occurring on or before the date on which such proceeds were received and
(iv) any Realized Loss incurred with respect thereto as a result of a Deficient
Valuation occurring before such Due Date, but only to the extent such Realized
Loss represents a reduction in the portion of principal of such Mortgage Loan
not yet due (without regard to any acceleration of payments under the related
Mortgage and Mortgage Note) as of the date of such Deficient Valuation; and (c)
as of any Due Date subsequent to the occurrence of a Liquidation Event with
respect to such Mortgage Loan, zero. With respect to any REO Property: (a) as of
any Due Date subsequent to the date of its acquisition on behalf of the Trust
Fund up to and including the Due Date in the calendar month in which a
Liquidation Event occurs with respect to such REO Property, an amount (not less
than zero) equal to the Scheduled Principal Balance of the related Mortgage Loan
as of the Due Date in the calendar month in which such REO Property was
acquired, minus the aggregate amount of REO Principal Amortization, if any, in
respect of REO Property for all previously ended calendar months; and (b) as of
any Due Date subsequent to the occurrence of a Liquidation Event with respect to
such REO Property, zero.
"Second Lien Mortgage Loan": A Mortgage Loan secured by the lien on
the Mortgaged Property, subject to one prior lien on such Mortgaged Property
securing financing obtained by the related Mortgagor as indicated on the
Mortgage Loan Schedule.
"SEC Reporting Year": A fiscal year at the beginning of which the
aggregate number of Depository Participants holding a position in all the
classes of Offered Certificates outstanding is equal to or greater than the
number set forth in Section 15(d) of the Exchange Act (which as of the Closing
Date is 300).
"Securities Act": The Securities Act of 1933, as amended, and the
rules and regulations thereunder.
"Securities Administrator": As of the Closing Date, Xxxxx Fargo
Bank, N.A. and thereafter, its respective successors in interest that meet the
qualifications of this Agreement. The Securities Administrator and the Master
Servicer shall at all times be the same Person.
"Securitization Transaction": Any transaction involving a sale or
other transfer of mortgage loans directly or indirectly to an issuing in
connection with an issuance of publicly offered or privately placed, rated or
unrated mortgage-backed securities.
"Seller": SG Mortgage Finance Corp. or its successor in interest, in
its capacity as seller under the Mortgage Loan Purchase Agreement.
"Senior Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (i) the Interest Distribution
Amounts for such Distribution Date for the Class A Certificates and (ii) the
Interest Carry Forward Amounts, if any, for such Distribution Date for the Class
A Certificates.
"Servicer": On and after the Servicing Transfer Date, Xxxxx Fargo
Bank, N.A., or any successor servicer appointed as herein provided, in its
capacity as Servicer hereunder. For the avoidance of doubt, the Servicer shall
not have any obligations as Servicer under this Agreement unless and until the
servicing of the Mortgage Loans transfers from Fremont to Xxxxx Fargo Bank, N.A.
on the Servicing Transfer Date.
"Servicer Event of Default": One or more of the events described in
Section 8.01(a).
"Servicer Prepayment Charge Payment Amount": The amounts payable by
the Servicer in respect of any Prepayment Charges pursuant to Section 2.05 or
Section 3.01.
"Servicer Remittance Date": With respect to any Distribution Date,
the 18th day of the calendar month (or if such day is not a Business Day, the
preceding Business Day).
"Servicer Report": A report in form and substance acceptable to the
Master Servicer and Securities Administrator on an electronic data file or tape
prepared by the Servicer pursuant to Section 5.03(a) with such additions,
deletions and modifications as agreed to by the Master Servicer, the Securities
Administrator and the Servicer.
"Servicing Advances": The customary and reasonable "out-of-pocket"
costs and expenses (including reasonable attorneys' fees and expenses) incurred
by the Servicer in the performance of its servicing obligations in connection
with a default, delinquency or other unanticipated event including, but not
limited to, the cost of (i) the preservation, restoration, inspection and
protection of a Mortgaged Property, (ii) any enforcement or judicial
proceedings, including but not limited to foreclosures, in respect of a
particular Mortgage Loan, (iii) the management (including reasonable fees in
connection therewith) and liquidation of any REO Property and (iv) the
performance of its obligations under Section 3.01, Section 3.07, Section 3.11,
Section 3.13 and Section 3.21 of this Agreement. Servicing Advances also include
any reasonable "out-of-pocket" cost and expenses (including legal fees) incurred
by the Servicer in connection with executing and recording instruments of
satisfaction, deeds of reconveyance or Assignments to the extent not recovered
from the Mortgagor or otherwise payable under this Agreement. The Servicer shall
not be required to make any Nonrecoverable Servicing Advances.
"Servicing Criteria": The criteria set forth in paragraph (d) of
Item 1122 of Regulation AB, as such may be amended from time to time.
"Servicing Fee": With respect to each Mortgage Loan and for any
calendar month, an amount equal to one twelfth of the product of the Servicing
Fee Rate multiplied by the Scheduled Principal Balance of the Mortgage Loans as
of the Due Date in the preceding calendar month. The Servicing Fee is payable
solely from collections or recoveries of interest on the Mortgage Loans.
"Servicing Fee Rate": For any Mortgage Loan, 0.50% per annum.
"Servicing Officer": Any officer of the Servicer or any employee
designated by an officer of the Servicer, in each case involved in, or
responsible for, the administration and servicing or master servicing of
Mortgage Loans, whose name and specimen signature appear on a list of Servicing
Officers furnished by the Servicer to the Trustee, the Master Servicer, the
Securities Administrator and the Depositor on the Closing Date, as such list may
from time to time be amended.
"Servicing Function Participant": Any Sub-Servicer or Subcontractor
of a Servicer, the Master Servicer, the Trustee, the Custodian or the Securities
Administrator, respectively.
"Servicing Transfer Date": The date on which the servicing of the
Mortgage Loans transfers from Fremont, as interim servicer under the Assignment
Agreement, to Xxxxx Fargo Bank, N.A. pursuant to Section 7 of the Assignment
Agreement.
"Similar Law": has the meaning set forth in Section 6.02(e)(i).
"Single Certificate": With respect to any Class of Certificates
(other than the Residual Certificates), a hypothetical Certificate of such Class
evidencing a Percentage Interest for such Class corresponding to an initial
Certificate Principal Balance of $1,000. With respect to the Residual
Certificates, a hypothetical Certificate of such Class evidencing a 100%
Percentage Interest in such Class.
"Startup Day": With respect to each Trust REMIC, the day designated
as such pursuant to Section 11.01(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 Scheduled 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 or a successor Servicer (including the Master Servicer and
distributed pursuant to Section 5.01 on or before such date of determination,
(ii) all Principal Prepayments received after the Cut-off Date, to the extent
distributed pursuant to Section 5.01 on or before such date of determination,
(iii) all Liquidation Proceeds and Insurance Proceeds applied by the Servicer as
recoveries of principal in accordance with the provisions of Section 3.13, to
the extent distributed pursuant to Section 5.01 on or before such date of
determination, and (iv) any Realized Loss incurred with respect thereto as a
result of a Deficient Valuation made during or prior to the Prepayment Period
for the most recent Distribution Date coinciding with or preceding such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such Mortgage Loan would be distributed, zero.
With respect to any REO Property: (a) as of any date of determination up to but
not including the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed, an
amount (not less than zero) equal to the Stated Principal Balance of the related
Mortgage Loan as of the date on which such REO Property was acquired on behalf
of the Trust Fund, minus the sum of (i) if such REO Property was acquired before
the Distribution Date in any calendar month, the principal portion of the
Monthly Payment due on the Due Date in the calendar month of acquisition, to the
extent advanced by the Servicer or a successor Servicer (including the Master
Servicer) and distributed pursuant to Section 5.01 of this Agreement on or
before such date of determination and (ii) the aggregate amount of REO Principal
Amortization in respect of such REO Property for all previously ended calendar
months, to the extent distributed pursuant to Section 5.01 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 (a) the Distribution Date
on which the aggregate Certificate Principal Balance of the Class A Certificates
has been reduced to zero and (b) the later to occur of (i) the Distribution Date
occurring in August 2009 and (ii) 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 any
distribution of the Principal Distribution Amount to the Certificates then
entitled to distributions of principal on such Distribution Date) is equal to or
greater than 40.60%.
"Subordinate Certificates": Collectively, the Mezzanine Certificates
and the Class CE Certificates.
"Subordinate Component": With respect to each Loan Group and any
Distribution Date, the positive excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans in that Loan Group, over the aggregate
Certificate Principal Balance of the related Class A Certificates, in each case
immediately prior to that Distribution Date.
"Subcontractor": A vendor, subcontractor or other Person that is not
responsible for the overall servicing of Mortgage Loans but performs one or more
discrete functions identified in Item 1122(d) of Regulation AB with respect to
Mortgage Loans under the direction or authority of any Servicer (or a
Sub-Servicer of any Servicer), the Master Servicer, the Trustee, the Custodian
or the Securities Administrator.
"Subsequent Recoveries": As of any Distribution Date, amounts
received during the related Prepayment Period by the Servicer (net of any
related expenses permitted to be reimbursed pursuant to Section 3.08)
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.
"Sub-Servicer": A Person that services Mortgage Loans on behalf of a
Servicer, and is responsible for the performance (whether directly or through
sub-servicers or Subcontractors) of servicing functions required to be performed
under this Agreement, any related servicing agreement or any sub-servicing
agreement that are identified in Item 1122(d) of Regulation AB.
"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 of this Agreement.
"Substitution Shortfall Amount": As defined in Section 2.03.
"Swap Account": The account or accounts created and maintained by
the Securities Administrator pursuant to Section 5.04 in the name of the
Securities Administrator for the benefit of the Certificateholders and
designated "Swap Account, Xxxxx Fargo Bank, N.A., in trust for registered
holders of SG Mortgage Securities Trust 2006-FRE2, Asset-Backed Certificates,
Series 2006-FRE2." The Swap Account must be an Eligible Account.
"Swap LIBOR": A per annum rate equal to the floating rate payable by
the Swap Provider under the Interest Rate Swap Agreement.
"Swap Provider": Bear Xxxxxxx Financial Products, Inc.
"Swap Provider Trigger Event": Any of the following: (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 Returns": The federal income tax return on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of the Trust REMICs under the REMIC Provisions, together
with any and all other information reports or returns that may be required to be
furnished to the Certificateholders or filed with the Internal Revenue Service
or any other governmental taxing authority under any applicable provisions of
federal, state or local tax laws.
"Telerate Page 3750": The display designated as page "3750" on the
Dow Xxxxx Telerate Capital Markets Report (or such other page as may replace
page 3750 on that report for the purpose of displaying London interbank offered
rates of major banks).
"Termination Price": As defined in Section 10.01.
"Three Month Rolling Delinquency Percentage": With respect to the
Mortgage Loans and any Distribution Date, the average for the three most recent
calendar months of the fraction, expressed as a percentage, the numerator of
which is (x) the sum (without duplication) of the aggregate of the Stated
Principal Balances of all Mortgage Loans that are (i) 60 or more days
Delinquent, (ii) in bankruptcy and 60 or more days Delinquent, (iii) in
foreclosure and 60 or more days Delinquent or (iv) REO Properties, and the
denominator of which is (y) the sum of the Stated Principal Balances of the
Mortgage Loans, in the case of both (x) and (y), as of the close of business on
the last Business Day of each of the three most recent calendar months.
"Transaction Party": As specified in Section 13.02(a).
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.
"Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.
"Transferor": Any Person who is disposing by Transfer of any
Ownership Interest in a Certificate.
"Trigger Event": A Trigger Event is in effect with respect to any
Distribution Date:
(a) the Three Month Rolling Delinquency Percentage exceeds 38.59% 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 divided by the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date exceeds the applicable percentages set forth below with respect to
such Distribution Date:
Distribution Date Percentage
------------------------- --------------------------------------------------
August 2008 to July 2009 1.40% plus 1/12 of 1.70% for each month thereafter
August 2009 to July 2010 3.10% plus 1/12 of 1.75% for each month thereafter
August 2010 to July 2011 4.85% plus 1/12 of 1.40% for each month thereafter
August 2011 to July 2012 6.25% plus 1/12 of 0.70% for each month thereafter
August 2012 and thereafter 6.95%
"Trust": SG Mortgage Securities Trust 2006-FRE2, the trust created
hereunder.
"Trust Fund": All of the assets of the Trust, consisting of all of
the assets of each Trust REMIC, the Reserve Fund, the Servicer Prepayment Charge
Payment Amounts, distributions made to the Trust under the Interest Rate Swap
Agreement and the Swap Account.
"Trust REMIC": Either of the Lower Tier REMIC or the Upper Tier
REMIC.
"Trustee": U.S. Bank National Association, a national banking
association, or its successor in interest, or any successor trustee appointed as
herein provided.
"Uncertificated Accrued Interest": With respect to any Lower Tier
REMIC Regular Interest on any Distribution Date, an amount equal to one month's
interest at the related Lower Tier REMIC Interest Rate on the Uncertificated
Principal Balance of such Lower Tier 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 Lower Tier
REMIC Regular Interest based on their respective entitlements to interest
irrespective of any Net Prepayment Interest Shortfalls and Relief Act Interest
Shortfalls for such Distribution Date).
"Uncertificated Group I Regular Interests": The Uncertificated
Regular Interests containing the designation "A-1."
"Uncertificated Group II Regular Interests": The Uncertificated
Regular Interests containing the designation "A-2."
"Uncertificated Notional Amount": With respect to the Class CE
Certificates or the Class CE-IO Interest, immediately prior to any Distribution
Date, an amount equal to the aggregate of the Uncertificated Principal Balance
of the Lower Tier REMIC Regular Interests.
"Uncertificated Principal Balance": The principal amount of any
Uncertificated Regular Interest outstanding as of any date of determination. As
of the Closing Date, the Uncertificated Principal Balance of each Uncertificated
Regular Interest shall equal the amount set forth in the Preliminary Statement
hereto as its initial Uncertificated Principal Balance. The Uncertificated
Principal Balance of the Uncertificated Regular Interests shall be reduced by
all distributions of principal made on such Uncertificated Regular Interests on
a Distribution Date as described in the Preliminary Statement and, if and to the
extent necessary and appropriate, shall be further reduced on such Distribution
Date by Realized Losses of principal in Section 5.05. The Uncertificated
Principal Balance of each REMIC Regular Interest shall never be less than zero.
"Uncertificated Regular Interests": The Lower Tier REMIC Regular
Interests and the Upper Tier REMIC Regular Interests.
"Underwriting Guidelines": The underwriting guidelines of the
Originator as described in the Prospectus Supplement under the caption "The
Originator -- Standards of the Originator."
"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 3.11.
"United States Person": A citizen or resident of the United States,
a corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof (except, in the
case of a partnership, to the extent provided in regulations) provided that, for
purposes solely of the restrictions on the transfer of any Residual Certificate,
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 to be United States Persons, or an estate whose income is
subject to United States federal income tax regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the trust. To the extent
prescribed in regulations by the Secretary of the Treasury, a trust which was in
existence on August 20, 1996 (other than a trust treated as owned by the grantor
under subpart E of part I of subchapter J of chapter 1 of the Code), and which
was treated as a United States person on August 20, 1996 may elect to continue
to be treated as a United States person notwithstanding the previous sentence.
The term "United States" shall have the meaning set forth in Section 7701 of the
Code.
"Upper Tier REMIC Regular Interest": Any "regular interest" issued
by the Upper Tier REMIC, the ownership of which is evidenced by a Class of Class
A Certificates or Mezzanine Certificates or the Class CE Certificates.
"U.S. person": The meaning specified in Regulation S.
"Value": With respect to any Mortgaged Property, the lesser of (i)
the lesser of (a) 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 Mae and Xxxxxxx Mac
and (b) the value thereof as determined by a review appraisal conducted by the
originator of the Mortgage Loan in accordance with such originator's
underwriting guidelines, and (ii) the purchase price paid for the related
Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan;
provided, however, (A) in the case of a Refinanced Mortgage Loan, such value of
the Mortgaged Property is based solely upon the lesser of (1) the value
determined by an appraisal made for the originator of the Mortgage Loan of such
Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage
Loan by an appraiser who met the minimum requirements of Xxxxxx Mae and Xxxxxxx
Mac and (2) the value thereof as determined by a review appraisal conducted by
the originator of the Mortgage Loan in accordance with such originator's
underwriting guidelines, and (B) in the case of a Mortgage Loan originated in
connection with a "lease-option purchase," such value of the Mortgaged Property
is based on the lower of the value determined by an appraisal made for the
originator of such Mortgage Loan at the time of origination or the sale price of
such Mortgaged Property if the "lease option purchase price" was set less than
12 months prior to origination, and is based on the value determined by an
appraisal made for the originator of such Mortgage Loan at the time of
origination if the "lease option purchase price" was set 12 months or more prior
to origination.
"Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times the Class A
Certificates, the Mezzanine Certificates and the Class CE Certificates shall
have 98% of the Voting Rights (allocated among the Holders of the Class A
Certificates, the Mezzanine Certificates and the Class CE Certificates in
proportion to the then outstanding Certificate Principal Balances of their
respective Certificates), 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 or Notional Amount 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.
"Xxxxx Fargo": Xxxxx Fargo Bank, N.A. or any successor thereto.
Section 1.02 Allocation of Certain Interest Shortfalls. For purposes
of calculating the amount of Accrued Certificate Interest and the amount of the
Interest Distribution Amount for the Class A Certificates, the Mezzanine
Certificates and the Class CE Certificates for any Distribution Date, (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, to the Class M-11 Certificates,
second, to the Class M-10 Certificates, third, to the Class M-9 Certificates,
fourth, to the Class M-8 Certificates, fifth, to the Class M-7 Certificates,
sixth, to the Class M-6 Certificates, seventh, to the Class M-5 Certificates,
eighth, to the Class M-4 Certificates, ninth, to the Class M-3 Certificates,
tenth, to the Class M-2 Certificates, eleventh, to the Class M-1 Certificates
and twelfth, to the Class A Certificates, on a pro rata basis, in each case
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 or
Notional Amount, as applicable, of each such Class and (2) the aggregate amount
of any Realized Losses and Net WAC Rate Carryover Amounts paid to the Class A
Certificates and the Mezzanine Certificates incurred for any Distribution Date
shall be allocated to the Class CE 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 or Notional
Amount thereof, as applicable.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of the Mortgage Loans. (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
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) the Mortgage Loans 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 Mortgage Loan
Purchase Agreement and the Assignment Agreement (including, without limitation
the right to enforce the obligations of the other parties thereto thereunder),
(v) all other assets included or to be included in the Trust Fund, (vi) any Net
Swap Payment and any Swap Termination Payment paid by the Swap Provider and
deposited into the Swap Account, (vii) the Reserve Fund, (viii) the amounts in
the Collection Account, the Distribution Account and the Swap Account, and (ix)
all proceeds of any of the foregoing. Such assignment includes all interest and
principal received by the Depositor or the Servicer on or with respect to the
Mortgage Loans (other than payments of principal and interest due on such
Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers
to the Trustee and the Servicer an executed copy of the Mortgage Loan Purchase
Agreement and the Assignment Agreement.
In connection with such transfer and assignment, the Depositor, does
hereby deliver to, and deposit with Xxxxx Fargo Bank, N.A., as the designated
agent of the Trustee (the "Custodian"), the following documents or instruments
with respect to each Mortgage Loan so transferred and assigned:
(i) the original Mortgage Note, endorsed either (A) in blank,
in which case the Trustee shall cause the endorsement to be
completed or (B) in the following form: "Pay to the order of U.S.
Bank National Association, as Trustee, without recourse," or with
respect to any lost Mortgage Note, an original Lost Note Affidavit
substantially in the form of Exhibit H 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, as applicable, of which is less than or
equal to [1.00]% of the Pool Balance as of the Cut-off Date;
(ii) the original Mortgage 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;
(iii) an original Assignment. The Mortgage shall be assigned
either (A) in blank or (B) to "U.S. Bank National Association, as
Trustee, without recourse";
(iv) an original of any intervening assignment of Mortgage
showing a complete chain of assignments;
(v) the original or a certified copy of lender's title
insurance policy;
(vi) the original or copies of each assumption, modification,
written assurance or substitution agreement, if any; and
(vii) any additional documents included in the definition of
"Mortgage File."
The Custodian agrees to execute and deliver 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.
(b) If any of the documents referred to in Section 2.01(a)(ii),
(iii) or (iv) above has as of the Closing Date been submitted for recording but
either (x) has not been returned from the applicable public recording office or
(y) has been lost or such public recording office has retained the original of
such document, the obligations of the Depositor to deliver such documents shall
be deemed to be satisfied upon (1) delivery to the Trustee or the Custodian no
later than the Closing Date, of a copy of each such document certified by the
Originator, in the case of (x) above or the applicable public recording office
in the case of (y) above to be a true and complete copy of the original that was
submitted for recording and (2) if such copy is certified by the Originator,
delivery to the Trustee or the Custodian, promptly upon receipt thereof of
either the original or a copy of such document certified by the applicable
public recording office to be a true and complete copy of the original. If the
original lender's title insurance policy, or a certified copy thereof, was not
delivered pursuant to Section 2.01(a)(v) above, the Depositor (or the Servicer
on behalf of the Depositor), shall deliver or cause to be delivered to the
Trustee or the Custodian, the original or a copy of a written commitment or
interim binder or preliminary report of title issued by the title insurance or
escrow company or an original attorney's opinion of title, with the original or
a certified copy thereof to be delivered to the Trustee or the Custodian,
promptly upon receipt thereof. Each of the Servicer and the Depositor shall
deliver or cause to be delivered to the Trustee or the Custodian promptly upon
receipt thereof any other documents constituting a part of a Mortgage File
received with respect to any Mortgage Loan, including, but not limited to, any
original documents evidencing an assumption or modification of any Mortgage
Loan.
Upon discovery or receipt of notice of any materially defective
document in, or that a document is missing from, a Mortgage File, the Depositor
shall notify the Originator or the Seller (as applicable) to cure such defect or
deliver such missing document to the Trustee or the Custodian within the time
period required by the Mortgage Loan Purchase Agreement. If such defect is not
cured or such missing document is not delivered within such time period, the
Trustee shall enforce the obligations of the Originator or the Seller (as
applicable) to either repurchase or substitute such Mortgage Loan in accordance
with provisions of the Mortgage Loan Purchase Agreement.
The Depositor (at its own expense) shall cause the Assignments which
were delivered in blank to be completed and shall cause all Assignments referred
to in Section 2.01(iii) hereof, and to the extent necessary, in Section 2.01(iv)
hereof to be recorded. The Depositor shall be required to deliver such
Assignments for recording within 90 days of the Closing Date. Notwithstanding
the foregoing, however, 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 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 shall be submitted for recording by the Depositor in the manner
described above, at no expense to the Trust Fund or Trustee, upon the earliest
to occur of: (i) reasonable direction by 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 Servicer, (iv) the occurrence of a servicing transfer as
described in Section 8.02 hereof, (v) with respect to any one Assignment the
occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor
under the related Mortgage and (vi) 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 3.13. Upon (a) receipt of
written notice from the Trustee that recording of the Assignments is required
pursuant to one or more of the conditions (excluding (v) and (vi) above) set
forth in the preceding sentence or (b) upon the occurrence of condition (v) or
(vi) in the preceding sentence, the Depositor shall be required to deliver such
Assignments for recording as provided above, promptly and in any event within 30
days following receipt of such notice. Notwithstanding the foregoing, if the
Depositor fails to pay the cost of recording the Assignments, such expense will
be paid by the Trust. To the extent not previously delivered to the Trustee by
the Depositor, the Depositor shall furnish the Custodian (as the Trustee's
agent), with a copy of each Assignment submitted for recording. In the event
that any such Assignment is lost or returned unrecorded because of a defect
therein, the Depositor shall 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.
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, 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 HOEPA or any other applicable predatory or abusive lending laws.
Notwithstanding anything to the contrary contained herein, the
parties hereto acknowledge that the functions of the Trustee with respect to the
custody, acceptance, inspection and release of Mortgage Files, including but not
limited to certain insurance policies and documents contemplated by Section 4.11
of this Agreement, and preparation and delivery of the certifications shall be
performed by the Custodian pursuant to the terms and conditions hereof.
Section 2.02 Acceptance by Trustee. Subject to the provisions of
Section 2.01 and subject to the review described below and any exceptions noted
on the exception report described in the next paragraph below, the Trustee
acknowledges receipt of the documents referred to in Section 2.01 above and all
other assets included in the definition of "Trust Fund" and declares that it, 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 Custodian agrees, for the benefit of the Certificateholders, to
review pursuant to Section 2.01 each Mortgage File on or prior to the Closing
Date, with respect to each Mortgage Loan (or, with respect to any document
delivered after the Startup Day, within 45 days of receipt and with respect to
any Qualified Substitute Mortgage, within 45 days after the assignment thereof).
The Custodian further agrees, for the benefit of the Certificateholders, to
certify to the Depositor, the Servicer and the Trustee in substantially the form
attached hereto as Exhibit F-1, within 45 days after the Closing Date, with
respect to each Mortgage Loan (or, with respect to any document delivered after
the Startup Day, within 45 days of receipt and with respect to any Qualified
Substitute Mortgage, within 45 days after the assignment thereof) that, as to
each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full or any Mortgage Loan specifically identified in the exception
report annexed thereto as not being covered by such certification), (i) all
documents required to be delivered to it pursuant Section 2.01 of this Agreement
are in its possession, (ii) such documents have been reviewed by it and have not
been mutilated, damaged or torn and 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 item (i) of the Mortgage Loan
Schedule accurately reflects information set forth in the Mortgage File. It is
herein acknowledged that, in conducting such review, the Custodian 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,
enforceable, 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. The Custodian will deliver to the Servicer a report of all missing
or deficient documents, as referenced in Section 2.01, to Servicer within 45
days of closing and monthly thereafter, or until all such deficiencies are
cleared.
Prior to the first anniversary date of this Agreement, the Custodian
shall deliver to the Depositor, the Servicer and the Trustee a final
certification in the form annexed hereto as Exhibit F-2 evidencing the
completeness of the Mortgage Files, 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
Custodian finds any document or documents constituting a part of a Mortgage File
to be missing or defective in any material respect, at the conclusion of its
review the Custodian shall so notify the Originator, the Depositor, the Trustee
and the Servicer. In addition, upon the discovery by the Depositor, the Trustee
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 or the Seller in the Mortgage Loan Purchase Agreement in respect of
any Mortgage Loan which materially adversely affects such Mortgage Loan or the
interests of the related Certificateholders in such Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other parties to
this Agreement and the Originator.
The Depositor and the Trustee intend that the assignment and
transfer herein contemplated constitute a sale of the Mortgage Loans, the
related Mortgage Notes and the related documents, conveying good title thereto
free and clear of any liens and encumbrances, from the Depositor to the Trustee
in trust for the benefit of the Certificateholders and that such property not be
part of the Depositor's estate or property of the Depositor in the event of any
insolvency by the Depositor. In the event that such conveyance is deemed to be,
or to be made as security for, a loan, the parties intend that the Depositor
shall be deemed to have granted and does hereby grant to the Trustee a first
priority perfected security interest in all of the Depositor's right, title and
interest in and to the Mortgage Loans, the related Mortgage Notes and the
related documents, and that this Agreement shall constitute a security agreement
under applicable law.
Section 2.03 Repurchase or Substitution of Mortgage Loans. (a) Upon
discovery or receipt of notice of any materially defective document in, or that
a document is missing from, a Mortgage File or of a breach by the Originator or
the Seller of any representation, warranty or covenant under the Mortgage Loan
Purchase Agreement in respect of any Mortgage Loan that materially and adversely
affects the value of such Mortgage Loan or the interest therein of the
Certificateholders, the Custodian or the Trustee shall promptly notify the
Depositor, the Seller, the Originator and the Servicer of such defect, missing
document or breach and request that the Originator or the Seller deliver such
missing document, cure such defect or breach within the time period required
under the Mortgage Loan Purchase Agreement 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 Trustee shall enforce the obligation
of the Originator or the Seller under the Mortgage Loan Purchase Agreement to
repurchase such Mortgage Loan from the Trust Fund to the extent that the
Originator or the Seller is obligated to do so under the Mortgage Loan Purchase
Agreement. Pursuant to the Mortgage Loan Purchase Agreement, the Repurchase
Price for the repurchased Mortgage Loan shall be remitted to the Servicer for
deposit in the Collection Account and the Trustee, upon receipt of written
certification from the Servicer of such deposit, shall release or cause the
Custodian to release to the Originator or to the Seller (as applicable) the
related Mortgage File and the Trustee shall execute and deliver such instruments
of transfer or assignment, in each case without recourse, representation or
warranty, as the Originator or the Seller shall furnish to it and as shall be
necessary to vest in the Originator or the Seller any Mortgage Loan released
pursuant hereto, and the Trustee and the Custodian shall not have any further
responsibility with regard to such Mortgage File. In lieu of repurchasing any
such Mortgage Loan as provided above, if so provided in the Mortgage Loan
Purchase Agreement, the Originator or the Seller 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 the Mortgage Loan Purchase
Agreement.
In addition, promptly upon the earlier of discovery by the Servicer
or receipt of notice by the Servicer of the breach of the representation or
covenant of the Originator set forth in Section 6(ggg) of the Mortgage Loan
Purchase Agreement which materially and adversely affects the interests of the
Holders of the Class P Certificates in any Prepayment Charge, the Servicer shall
promptly notify the Master Servicer, which, in turn will notify the Trustee of
such breach. The Trustee shall enforce the obligations of the Originator or the
Seller (as applicable) under the Mortgage Loan Purchase Agreement to remedy such
breach to the extent and in the manner set forth in the Mortgage Loan Purchase
Agreement.
(b) As to any Deleted Mortgage Loan for which the Originator or the
Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Trustee
shall require that any such substitution shall be effected by the Originator or
the Seller 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, the Assignment to the Trustee, and such other documents and
agreements, with all necessary endorsements thereon, as are required by Section
2.01, together with an Officers' Certificate providing that each such Qualified
Substitute Mortgage Loan satisfies the definition thereof and specifying the
Substitution Shortfall Amount (as described below), if any, in connection with
such substitution. The Custodian on behalf of the Trustee shall acknowledge
receipt of such Qualified Substitute Mortgage Loan or Loans, and within ten
Business Days thereafter, review such documents as specified in Section 2.02 and
deliver to the Depositor, the Trustee and the Servicer, with respect to such
Qualified Substitute Mortgage Loan or Loans, an initial certification in the
form attached hereto as Exhibit F-1, with any applicable exceptions noted
thereon. Within one year of the date of substitution, the Custodian on behalf of
the Trustee shall deliver to the Depositor, the Trustee and the Servicer a final
certification pursuant to the this Agreement 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 Lower Tier REMIC and will be retained
by the Seller. For the month of substitution, distributions to
Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage
Loan on or before the Due Date in 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 Certificateholders that
such substitution has taken place, shall amend the Mortgage Loan Schedule to
reflect the removal of such Deleted Mortgage Loan from the terms of this
Agreement and the substitution of the Qualified Substitute Mortgage Loan or
Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the
Trustee and the Servicer. Upon such substitution, such Qualified Substitute
Mortgage Loan or Loans shall constitute part of the Trust Fund and shall be
subject in all respects to the terms of this Agreement and the Mortgage Loan
Purchase Agreement including all applicable representations and warranties
thereof included herein or in the Mortgage Loan Purchase Agreement.
For any month in which the Originator or the Seller substitutes one
or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage
Loans, the Servicer will determine the amount (the "Substitution Shortfall
Amount"), if any, by which the aggregate Repurchase Price of all such Deleted
Mortgage Loans exceeds the aggregate of, as to each such Qualified Substitute
Mortgage Loan, the Scheduled Principal Balance thereof as of the date of
substitution, together with one month's interest on such Scheduled Principal
Balance at the applicable Net Mortgage Rate, plus all outstanding P&I Advances
and Servicing Advances (including Nonrecoverable P&I Advances and Nonrecoverable
Servicing Advances) related thereto. On the date of such substitution, the
Originator or the Seller, pursuant to the Mortgage Loan Purchase Agreement, will
deliver or cause to be delivered to the Servicer for deposit in the Collection
Account an amount equal to the Substitution Shortfall Amount, if any, and the
Trustee or the Custodian on behalf of the Trustee, upon receipt of the related
Qualified Substitute Mortgage Loan or Loans, upon receipt of a request for
release and certification by the Servicer of such deposit, shall release to the
Originator or the Seller the related Mortgage File or Files and the Trustee
shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, representation or warranty, as the Originator or the
Seller shall deliver to it and as shall be necessary to vest therein any Deleted
Mortgage Loan released pursuant hereto.
In addition, the Originator or the Seller, as the case may be, shall
obtain at its own expense and deliver to the Trustee an Opinion of Counsel to
the effect that such substitution will not cause (a) any federal tax to be
imposed on any Trust Fund, including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code, or
(b) any REMIC to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
(c) Upon discovery by the Depositor, the Seller, the Originator, the
Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code, the party
discovering such fact shall within two Business Days give written notice thereof
to the other parties. In connection therewith, 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 or the Seller under
the Mortgage Loan Purchase Agreement, the Trustee shall enforce the obligations
of the Originator or the Seller, as applicable, under the Mortgage Loan Purchase
Agreement, to repurchase such Mortgage Loan or to substitute one or more
Qualified Substitute Mortgage Loans for the affected Mortgage Loan. If the
affected Mortgage Loan's status as a non-qualified mortgage does not result from
a breach of representation or warranty, the Depositor shall repurchase or
substitute such Mortgage Loan. Any such repurchase or substitution shall be made
in the same manner as set forth in Section 2.03(a) and in the Mortgage Loan
Purchase Agreement. The Trustee shall convey to the Originator, the Seller or
Depositor, as applicable, 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 any other breach of a representation or warranty.
(d) [Reserved].
(e) [Reserved].
(f) [Reserved].
Section 2.04 Representations and Warranties of the Master Servicer.
The Master Servicer hereby represents, warrants and covenants to the Servicer,
the Depositor and the Trustee, for the benefit of each of the Trustee and the
Certificateholders, that as of the Closing Date or as of such date specifically
provided herein:
(i) The Master Servicer is a national banking association duly
formed, validly existing and in good standing under the laws of the
United States of America and is duly authorized and qualified to
transact any and all business contemplated by this Agreement to be
conducted by the Master Servicer;
(ii) The Master Servicer has the full power and authority to
conduct its business as presently conducted by it and to execute,
deliver and perform, and to enter into and consummate, all
transactions contemplated by this Agreement. The Master Servicer has
duly authorized the execution, delivery and performance of this
Agreement, has duly executed and delivered this Agreement, and this
Agreement, assuming due authorization, execution and delivery by the
other parties hereto, constitutes a legal, valid and binding
obligation of the Master Servicer, enforceable against it in
accordance with its terms except as the enforceability thereof may
be limited by bankruptcy, insolvency, reorganization or similar laws
affecting the enforcement of creditors' rights generally and by
general principles of equity;
(iii) The execution and delivery of this Agreement by the
Master Servicer, the consummation by the Master Servicer of any
other of the transactions herein contemplated, and the fulfillment
of or compliance with the terms hereof are in the ordinary course of
business of the Master Servicer and will not (A) result in a breach
of any term or provision of charter and by-laws of the Master
Servicer or (B) conflict with, result in a breach, violation or
acceleration of, or result in a default under, the terms of any
other material agreement or instrument to which the Master Servicer
is a party or by which it may be bound, or any statute, order or
regulation applicable to the Master Servicer of any court,
regulatory body, administrative agency or governmental body having
jurisdiction over the Master Servicer; and the Master Servicer is
not a party to, bound by, or in breach or violation of any indenture
or other agreement or instrument, or subject to or in violation of
any statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction over
it, which materially and adversely affects or, to the Master
Servicer's knowledge, would in the future materially and adversely
affect, (x) the ability of the Master Servicer to perform its
obligations under this Agreement or (y) the business, operations,
financial condition, properties or assets of the Master Servicer
taken as a whole;
(iv) The Master Servicer 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;
(v) No litigation is pending against the Master Servicer that
would materially and adversely affect the execution, delivery or
enforceability of this Agreement or the ability of the Master
Servicer to perform any of its other obligations hereunder in
accordance with the terms hereof,
(vi) There are no actions or proceedings against, or
investigations known to it of, the Master Servicer before any court,
administrative or other tribunal (A) that might prohibit its
entering into this Agreement, (B) seeking to prevent the
consummation of the transactions contemplated by this Agreement or
(C) that might prohibit or materially and adversely affect the
performance by the Master Servicer of its obligations under, or
validity or enforceability of, this Agreement; and
(vii) No consent, approval, authorization or order of any
court or governmental agency or body is required for the execution,
delivery and performance by the Master Servicer of, or compliance by
the Master Servicer with, this Agreement or the consummation 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.
It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.04 shall survive the resignation or
termination of the parties hereto and the termination of this Agreement and
shall inure to the benefit of the Trustee, the Depositor and the
Certificateholders.
Section 2.05 Representations, Warranties and Covenants of the
Servicer. The Servicer hereby represents, warrants and covenants to the Master
Servicer, the Securities Administrator, the Depositor and the Trustee, for the
benefit of each of such Persons and the Certificateholders that as of the
Closing Date or as of such date specifically provided herein:
(i) The Servicer is a national bank duly organized and validly
existing and in good standing under the federal laws of the United
States of America and is duly authorized and qualified to transact
any and all business contemplated by this Agreement to be conducted
by the Servicer in any state in which a Mortgaged Property is
located or is otherwise not required under applicable law to effect
such qualification, and in any event, is in compliance with the
doing business laws of any such State, to the extent necessary to
ensure its ability to enforce each Mortgage Loan and to service the
Mortgage Loans in accordance with the terms of this Agreement;
(ii) The Servicer has the full power and authority to conduct
its business as presently conducted by it and to execute, deliver
and perform, and to enter into and consummate, all transactions
contemplated by this Agreement. The Servicer has duly authorized the
execution, delivery and performance of this Agreement, has duly
executed and delivered this Agreement, and this Agreement, assuming
due authorization, execution and delivery by the other parties
hereto, constitutes a legal, valid and binding obligation of the
Servicer, enforceable against it in accordance with its terms except
as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting the enforcement
of creditors' rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the
Servicer, the servicing of the Mortgage Loans by the Servicer
hereunder, the consummation by the Servicer of any other of the
transactions herein contemplated, and the fulfillment of or
compliance with the terms hereof are in the ordinary course of
business of the Servicer and will not (A) result in a breach of any
term or provision of the articles of incorporation or by-laws of the
Servicer or (B) conflict with, result in a breach, violation or
acceleration of, or result in a default under, the terms of any
other material agreement or instrument to which the Servicer is a
party or by which it may be bound, or any statute, order or
regulation applicable to the Servicer of any court, regulatory body,
administrative agency or governmental body having jurisdiction over
the Servicer; and the Servicer is not a party to, bound by, or in
breach or violation of any indenture or other agreement or
instrument, or subject to or in violation of any statute, order or
regulation of any court, regulatory body, administrative agency or
governmental body having jurisdiction over it, which materially and
adversely affects or, to the Servicer's knowledge, would in the
future materially and adversely affect, (x) the ability of the
Servicer to perform its obligations under this Agreement, (y) the
business, operations, financial condition, properties or assets of
the Servicer taken as a whole or (z) the legality, validity or
enforceability of this Agreement;
(iv) The Servicer 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;
(v) 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;
(vi) 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;
(vii) 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;
(viii) 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 any untrue statement of a material
fact; and
(ix) The Servicer covenants that its computer and other
systems used in servicing the Mortgage Loans operate in a manner
such that the Servicer can service the Mortgage Loans in accordance
with the terms of this Agreement.
Within 90 days of the earlier of discovery by the Servicer or
receipt of notice to the Servicer of a breach of any representation, warranty or
covenant of the Servicer set forth in this Section 2.05 which materially and
adversely affects the interests of the Certificateholders in any Mortgage Loan
or Prepayment Charge, the Servicer shall cure such breach in all material
respects.
It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.05 shall survive the resignation or
termination of the parties hereto, the termination of this Agreement and the
delivery of the Mortgage Files to the Custodian and shall inure to the benefit
of the Trustee, the Master Servicer, the Securities Administrator, the Depositor
and the Certificateholders. Upon discovery by any such Person or the Servicer 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 Trustee. Subject to Section 8.01,
unless such breach shall not be susceptible of cure within 90 days, the
obligation of the Servicer set forth in this Section 2.05 to cure breaches shall
constitute the sole remedy against the Servicer available to the
Certificateholders, the Depositor or the Trustee on behalf of the
Certificateholders respecting a breach of the representations, warranties and
covenants contained in this Section 2.05.
Section 2.06 Issuance of Certificates. The Trustee acknowledges the
assignment to it of the Mortgage Loans and the delivery to the Custodian on its
behalf of the Mortgage Files, subject to the provisions of Sections 2.01 and
2.02, together with the assignment to it of all other assets included in the
Trust Fund, receipt of which is hereby acknowledged. Concurrently with such
assignment and delivery and in exchange therefor, the Securities Administrator,
pursuant to the written request of the Depositor executed by an officer of the
Depositor, has executed, authenticated and delivered to or upon the order of the
Depositor, the Certificates in authorized denominations. The interests evidenced
by the Certificates, constitute the entire beneficial ownership interest in the
Trust Fund.
Section 2.07 Issuance of the Lower Tier REMIC Regular Interests and
the Class LT-R Interest; Conveyance of the Lower Tier REMIC Regular Interests
and Acceptance of the Upper Tier REMIC by the Trustee. (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 the Lower Tier REMIC for the benefit of the
holders of the Lower Tier REMIC Regular Interests (which are uncertificated) and
the Class R Certificates (in respect of the Class LT-R Interest). The Trustee
acknowledges receipt of the assets described in the definition of the Lower Tier
REMIC and declares that it holds and will hold the same in trust for the
exclusive use and benefit of the holders of the Lower Tier REMIC Regular
Interests and the Class R Certificates (in respect of the Class LT-R Interest).
The interests evidenced by the Class LT-R Interest, together with the Lower Tier
REMIC Regular Interests, constitute the entire beneficial ownership interest in
Lower Tier REMIC.
(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 Lower Tier REMIC Regular Interests for the benefit of the holders
of the Upper Tier REMIC Regular Interests (which are uncertificated). The
Trustee acknowledges receipt of the Lower Tier REMIC 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 Upper Tier REMIC Regular Interests. The interests
evidenced by the Class UT-R Interest, together with the Upper Tier REMIC Regular
Interests, constitute the entire beneficial ownership interest in the Upper Tier
REMIC.
(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 Reserve Fund, the Swap Account and the Interest Rate Swap
Agreement, for the benefit of the Class A, Mezzanine, and Class CE Certificates.
The Trustee acknowledges receipt of the Reserve Fund, the Swap Account, and the
Interest Rate Swap Agreement and declares that it holds and will hold the same
along with the rights of the Class A and Mezzanine Certificates to receive Net
WAC Rate Carryover Amounts subject to the obligation to pay Class CE Shortfall
Amounts and the right of the Class CE Certificates to receive Class CE Shortfall
Amounts and the obligation to pay Net WAC Rate Carryover Amounts, in trust for
the exclusive use and benefit of the Class A, Mezzanine, and Class CE
Certificates in a portion of the Trust Fund which shall be treated as a grantor
trust under subpart E, Part I of subchapter J of the Code.
(d) The Trustee acknowledges the assignment to it of the REMIC
Regular Interests and concurrently therewith and in exchange therefor, the
Securities Administrator, pursuant to, the written request of the Depositor
executed by an officer of the Depositor, has executed, authenticated and
delivered to or upon the order of the Depositor, the Residual Certificates.
Section 2.08 Negative Covenants of the Trustee, the Servicer and the
Master Servicer. Except as otherwise expressly permitted by this Agreement, the
Trustee, the Servicer and the Master Servicer shall not cause the Trust Fund to:
(i) sell, transfer, exchange or otherwise dispose of any of
the assets of the Trust Fund;
(ii) dissolve or liquidate the Trust Fund in whole or in part;
(iii) engage, directly or indirectly, in any business other
than that arising out of the issue of the Certificates, and the
actions contemplated or required to be performed under this
Agreement;
(iv) incur, create or assume any indebtedness for borrowed
money;
(v) voluntarily file a petition for bankruptcy,
reorganization, assignment for the benefit of creditors or similar
proceeding; or
(vi) merge, convert or consolidate with any other Person.
Section 2.09 Establishment of the Trust. The Depositor does hereby
establish, pursuant to the further provisions of this Agreement and the laws of
the State of New York, an express trust to be known, for convenience, as "SG
Mortgage Securities Trust 2006-FRE2" and does hereby appoint U.S. Bank National
Association, as Trustee in accordance with the provisions of this Agreement.
Section 2.10 REMIC Matters. The Preliminary Statement sets forth the
designations for federal income tax purposes of all interests created hereby.
The "Startup Day" for purposes of the REMIC Provisions shall be the Closing
Date. The "latest possible maturity date" is the Distribution Date occurring in
July 2036, which is the Distribution Date following the latest Mortgage Loan
maturity date.
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS; ACCOUNTS
Section 3.01 Servicer to Act as Servicer. The Servicer shall service
and administer the Mortgage Loans on behalf of the Trust Fund and in the best
interests of and for the benefit of the Certificateholders (as determined by the
Servicer in its reasonable judgment) in accordance with the terms of this
Agreement and the respective Mortgage Loans and all applicable law and
regulations, and to the extent consistent with such terms, in the same manner in
which it services and administers similar mortgage loans for its own portfolio,
giving due consideration to customary and usual standards of practice of prudent
mortgage lenders and loan servicers administering similar mortgage loans but
without regard to:
(i) any relationship that the Servicer's or any Affiliate of
the Servicer may have with the related Mortgagor;
(ii) the ownership of any Certificate by the Servicer or any
Affiliate of the Servicer;
(iii) the Servicer's obligation to make P&I Advances or
Servicing Advances; or
(iv) the Servicer's right to receive compensation for its
services hereunder.
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 related to the Mortgage Loans and shall waive (or permit a
Sub-Servicer to waive) a Prepayment Charge only under the following
circumstances: (i) such waiver is standard and customary in servicing similar
Mortgage Loans and such waiver is related to a default or 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, and if such waiver is made in connection with a
refinancing of the related Mortgage Loan, such refinancing is related to a
default or a reasonably foreseeable default, (ii) such Prepayment Charge is
unenforceable in accordance with applicable law or the collection of such
related Prepayment Charge would otherwise violate applicable law; or (iii)
notwithstanding any state or federal law to the contrary, when a Mortgage Loan
is accelerated or paid off in connection with the workout of a delinquent
Mortgage Loan.
Subject only to the above-described servicing standards (the
"Accepted Servicing Practices") and the terms of this Agreement and of the
respective Mortgage Loans, the Servicer shall have full power and authority, 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 is hereby authorized
and empowered by the Trustee when the Servicer believes it appropriate in its
best judgment, to execute and deliver, on behalf of the Trust Fund, the
Certificateholders and the Trustee or any of them, and upon written notice to
the Trustee, any and all instruments of satisfaction or cancellation, or of
partial or full release or discharge or subordination, 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, for the benefit of the Trust
Fund and the Certificateholders. The Servicer shall service and administer the
Mortgage Loans in accordance with applicable state and federal law and shall
provide to the Mortgagors any reports required to be provided to them thereby.
The Servicer shall also comply in the performance of this Agreement with all
reasonable rules and requirements of each insurer under any standard hazard
insurance policy. Subject to Section 3.14, the Trustee shall execute, at the
written request of the Servicer, and furnish to the Servicer any special or
limited powers of attorney and other documents necessary or appropriate to
enable the Servicer to carry out its servicing and administrative duties
hereunder and furnished to the Trustee by the Servicer, and the Trustee shall
not be liable for the actions of the Servicer under such powers of attorney, or
such other documents furnished by the Trustee pursuant to this paragraph and
shall be indemnified by the Servicer for any cost, liability or expense incurred
by the Trustee in connection with the Servicer's use or misuse of any such power
of attorney or other document furnished by the Trustee pursuant to this
paragraph.
In accordance with Accepted Servicing Practices, the Servicer shall
make or cause to be made Servicing Advances as necessary for the purpose of
effecting the payment of taxes and assessments on the Mortgaged Properties,
which Servicing Advances shall be reimbursable in the first instance from
related collections from the Mortgagors pursuant to Section 3.07, and further as
provided in Section 3.09; provided, however, the Servicer shall only make such
Servicing Advance if the related Mortgagor has not made such payment and if the
failure to make such Servicing Advance would result in the loss of the related
Mortgaged Property due to a tax sale or foreclosure as result of a tax lien. Any
cost incurred by the Servicer in effecting the payment of taxes and assessments
on a Mortgaged Property shall not, for the purpose of calculating the Stated
Principal Balance of such Mortgage Loan or 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 3.01 in connection with the modification of a
Mortgage Loan.
Notwithstanding anything in this Agreement to the contrary, the
Servicer may not make any future advances with respect to a Mortgage Loan and
the Servicer shall not permit any modification with respect to any related
Mortgage Loan that would change the Mortgage Rate, reduce or increase the
principal balance (except for reductions resulting from actual payments of
principal) or change the final maturity date on such related Mortgage Loan
(unless, as provided in Section 3.06, the related Mortgagor is in default with
respect to the related Mortgage Loan or such default is, in the judgment of the
Servicer, reasonably foreseeable) or 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 created hereunder to fail to qualify as a REMIC under the Code or the
imposition of any tax on "prohibited transactions" or "contributions after the
startup date" under the REMIC Provisions.
The Servicer shall not waive any Prepayment Charge with respect to
any Mortgage Loan other than in accordance with the standard set forth in this
Section 3.01. Notwithstanding anything to the contrary contained in this
Agreement, if the obligation of the Servicer set forth in the previous sentence
is breached, the Servicer shall pay the amount of such waived Prepayment Charge,
from its own funds without any right of reimbursement, for the benefit of the
Holders of the Class P Certificates, by depositing such amount into the
Collection Account, within 90 days of the earlier of discovery by the Servicer
or receipt of notice by the Servicer of such breach. Furthermore,
notwithstanding any other provisions of this Agreement, any payments made by the
Servicer in respect of any waived Prepayment Charges pursuant to this paragraph
shall be deemed to be paid outside of the Trust Fund.
Section 3.02 Sub-Servicing Agreements Between the Servicer and
Sub-Servicers. The Servicer may arrange for the subservicing of any Mortgage
Loan by a Sub-Servicer pursuant to a Sub-Servicing Agreement; provided that such
sub-servicing arrangement and the terms of the related Sub-Servicing Agreement
must provide for the servicing of such Mortgage Loans in a manner consistent
with the servicing arrangements contemplated hereunder and that such agreements
would not result in a withdrawal or a downgrading by any Rating Agency of the
rating on any Class of Certificates. The Trustee is hereby authorized to
acknowledge, at the request of the Servicer, any Sub-Servicing Agreement that
meets the requirements applicable to Sub- Servicing Agreements set forth in this
Agreement and that is otherwise permitted under this Agreement. Each
Sub-Servicer shall be (i) authorized to transact business in the state or states
where the related Mortgaged Properties it is to service are situated, if and to
the extent required by applicable law to enable the Sub-Servicer to perform its
obligations hereunder and under the Sub-Servicing Agreement and (ii) a Xxxxxxx
Mac or Xxxxxx Mae approved mortgage servicer. Notwithstanding the provisions of
any Sub-Servicing Agreement, any of the provisions of this Agreement relating to
agreements or arrangements between the Servicer or a Sub- Servicer or reference
to actions taken through the Servicer or otherwise, the Servicer shall remain
obligated and liable to the Depositor, the Trustee and the Certificateholders
for the servicing and administration of the Mortgage Loans in accordance with
the provisions of this Agreement 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. Every Sub-Servicing Agreement entered into by
the Servicer shall contain a provision giving the successor Servicer the option
to terminate such agreement in the event a successor Servicer is appointed. All
actions of each Sub-Servicer performed pursuant to the related Sub-Servicing
Agreement shall be performed as an agent of the Servicer with the same force and
effect as if performed directly by the Servicer.
For purposes of this Agreement, the Servicer shall be deemed to have
received any collections, recoveries or payments with respect to the Mortgage
Loans that are received by a Sub- Servicer regardless of whether such payments
are remitted by the Sub-Servicer to the Servicer.
Section 3.03 Successor Sub-Servicers. Any Sub-Servicing Agreement
shall provide that the Servicer shall be entitled to terminate any Sub-Servicing
Agreement and to either itself directly service the related Mortgage Loans or
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 any successor to
the Servicer (which may be the Trustee or the Master Servicer) without fee, in
accordance with the terms of this Agreement, in the event that the Servicer (or
any successor to the Servicer) shall, for any reason, no longer be the Servicer,
(including termination due to a Servicer Event of Default).
Section 3.04 No Contractual Relationship Between Sub-Servicer,
Trustee or the Certificateholders. Any Sub-Servicing Agreement and any other
transactions or services relating to the Mortgage Loans involving a Sub-Servicer
shall be deemed to be between the Sub-Servicer and the Servicer alone and the
Master Servicer, the Trustee and the Certificateholders shall not be deemed
parties thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to any Sub-Servicer except as set forth in Section
3.05. 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 fee.
Section 3.05 Assumption or Termination of Sub-Servicing Agreement by
Successor Servicer. In connection with the assumption of the responsibilities,
duties and liabilities and of the authority, power and rights of the Servicer
hereunder by a successor Servicer (which may be the Trustee or the Master
Servicer) pursuant to Section 8.02, it is understood and agreed that the
Servicer's rights and obligations under any Sub-Servicing Agreement then in
force between the Servicer and a Sub-Servicer shall be assumed simultaneously by
such successor Servicer without act or deed on the part of such successor
Servicer; provided, however, that any successor Servicer may terminate the
Sub-Servicer.
The Servicer shall, upon the reasonable request of the Master
Servicer, but at its own expense, deliver to the assuming party documents and
records relating to each Sub-Servicing Agreement and an accounting of amounts
collected and held by it and otherwise use its best efforts to effect the
orderly and efficient transfer of the Sub-Servicing Agreements to the assuming
party.
The Servicing Fee payable to any such successor Servicer shall be
payable from payments received on the Mortgage Loans in the amount and in the
manner set forth in this Agreement.
Section 3.06 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 Accepted Servicing
Practices, follow such collection procedures as it would follow with respect to
mortgage loans comparable to the Mortgage Loans and held for its own account.
Consistent with the foregoing, the Servicer may in its discretion (i) waive any
late payment charge or, if applicable, penalty interest or (ii) extend the due
dates for the Monthly Payments due on a Mortgage Note; provided that any
extension pursuant to this clause shall not affect the amortization schedule of
any Mortgage Loan for purposes of any computation hereunder. In the event of any
such arrangement pursuant to clause (ii) above, the Servicer shall make timely
P&I Advances on such Mortgage Loan during such extension pursuant to Section
5.03 and in accordance with the amortization schedule of such Mortgage Loan
without modification thereof by reason of such arrangement.
Notwithstanding the foregoing, in the event that any Mortgage Loan
is in default or, in the judgment of the Servicer, such default is reasonably
foreseeable, the Servicer, consistent with Accepted Servicing Practices 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, 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).
Section 3.07 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts. To the extent the terms of a Mortgage related to a Mortgage
Loan provide for Escrow Payments, the Servicer shall establish and maintain one
or more accounts (the "Servicing Accounts"), into which all collections from the
related Mortgagors (or related advances from Sub-Servicers) for the payment of
taxes, assessments, fire, flood, and hazard insurance premiums, 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 itself out of related collections
for any Servicing Advances made pursuant to Section 3.01 (with respect to taxes
and assessments) and Section 3.11 (with respect to fire, flood and hazard
insurance); (iii) refund to Mortgagors any sums as may be determined to be
overages; (iv) pay interest to the Servicer or, if required and as described
below, to Mortgagors on balances in the Servicing Account; or (v) clear and
terminate the Servicing Account at the termination of the Servicer's obligations
and responsibilities in respect of the Mortgage Loans under this Agreement in
accordance with Article X. 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 and Section
3.11. 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 shall, promptly and to the extent
required to avoid loss of the Mortgaged Property, advance or cause to be
advanced funds necessary to discharge such lien on the Mortgaged Property unless
the Servicer determines the advance to be nonrecoverable. 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 to effect such payments subject to its determination of recoverability.
Section 3.08 Collection Account and Distribution Account. (a) On
behalf of the Trust Fund, the Servicer shall establish and maintain one or more
Collection Accounts, 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 Collection Account on a daily basis and in no event
later than two Business Days after receipt, as and when received or as otherwise
required hereunder, the following payments and collections received or made by
it on or subsequent to the Cut-off Date other than amounts attributable to a Due
Date on or prior to the Cut-off Date or payments received by it on or prior to
the Cut-off Date, but allocable to a Due Period subsequent thereto:
(i) all payments on account of principal, including Principal
Prepayments (but not Prepayment Charges), on the Mortgage Loans;
(ii) all payments on account of interest (net of the related
Servicing Fee and any Prepayment Interest Excess) on each Mortgage
Loan;
(iii) all Insurance Proceeds and Liquidation Proceeds (other
than proceeds collected in respect of any particular REO Property)
and all Subsequent Recoveries;
(iv) any amounts required to be deposited by the Servicer
pursuant to Section 3.10 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 3.11(a) in respect of
any blanket policy deductibles;
(vi) any Repurchase Price or Substitution Shortfall Amount
delivered to the Servicer and all proceeds (net of amounts payable
or reimbursable to the Servicer, the Master Servicer, the Trustee,
the Custodian or the Securities Administrator) of Mortgage Loans
purchased in accordance with Section 2.03, Section 3.13 or Section
10.01; and
(vii) any Prepayment Charges collected by the Servicer and the
Servicer Prepayment Charge Payment Amounts in connection with the
Principal Prepayment of any of the Mortgage Loans.
The foregoing requirements for deposit in the Collection Account
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments in the nature of late payment charges,
assumption fees or other similar fees need not be deposited by the Servicer in
the Collection Account and may be retained by the Servicer as additional
compensation. In the event the Servicer shall deposit in the Collection Account
any amount not required to be deposited therein, it may at any time withdraw
such amount from the Collection Account, any provision herein to the contrary
notwithstanding.
(b) On behalf of the Trust Fund, the Securities Administrator shall
establish and maintain one or more accounts (such account or accounts, the
"Distribution Account"), held in trust for the benefit of the Trustee, the Trust
Fund and the Certificateholders. On behalf of the Trust Fund, the Servicer shall
deliver to the Securities Administrator in immediately available funds for
deposit in the Distribution Account on or before the Servicer Remittance Date,
that portion of the Available Distribution Amount (calculated without regard to
the references in the definition thereof to amounts that may be withdrawn from
the Distribution Account) for the related Distribution Date then on deposit in
the Collection Account and the amount of all Prepayment Charges collected by the
Servicer in connection with the Principal Prepayment of any of the Mortgage
Loans then on deposit in the Collection Account. If the balance on deposit in
the Collection Account exceeds $100,000 as of the commencement of business on
any Business Day and the Collection Account constitutes an Eligible Account
solely pursuant to clause (ii) of the definition of "Eligible Account," the
Servicer shall, on or before 5:00 p.m. New York time on such Business Day,
withdraw from the Collection Account any and all amounts payable or reimbursable
to the Depositor, the Servicer, the Trustee, the Master Servicer, the Securities
Administrator or the Seller pursuant to Section 3.09(a) and shall pay such
amounts to the Persons entitled thereto.
With respect to any remittance received by the Securities
Administrator on or after the first Business Day following the Business Day on
which such payment was due, the Securities Administrator shall send written
notice thereof to the Servicer. The Servicer shall pay to the Securities
Administrator interest on any such late payment by the Servicer at an annual
rate equal to Prime Rate (as defined in the Wall Street Journal) plus one
percentage point, but in no event greater than the maximum amount permitted by
applicable law. Such interest shall be paid by the Servicer to the Securities
Administrator on the date such late payment is made and shall cover the period
commencing with the day following such first Business Day and ending with the
Business Day on which such payment is made, both inclusive. The payment by the
Servicer of any such interest, or the failure of the Securities Administrator to
notify the Servicer of such interest, shall not be deemed an extension of time
for payment or a waiver of any Event of Default by the Servicer.
(c) Funds in the Collection Account maintained by the Servicer and
funds in the Distribution Account may be invested in Permitted Investments in
accordance with the provisions set forth in Section 3.10. The Servicer shall
give notice to the Securities Administrator and the Master Servicer, and, upon
request, the Master Servicer shall give notice to the Trustee and the Depositor,
of the location of the Collection Account maintained by the Servicer when
established and prior to any change thereof. The Securities Administrator shall
give notice to the Servicer and the Depositor of the location of the
Distribution Account when established and prior to any change thereof.
(d) Funds held in the Collection Account maintained by the Servicer
at any time may be delivered by the Servicer in immediately available funds to
the Securities Administrator for deposit in the Distribution Account. In the
event the Servicer shall deliver to the Securities Administrator for deposit in
the Distribution Account any amount not required to be deposited therein, it may
at any time request that the Securities Administrator withdraw such amount from
the Distribution Account and remit to it any such amount, any provision herein
to the contrary notwithstanding. In no event shall the Securities Administrator
incur liability as a result of withdrawals from the Distribution Account at the
direction of the Servicer in accordance with the immediately preceding sentence.
In addition, the Servicer shall deliver to the Securities Administrator no later
than the Servicer Remittance Date the amounts set forth in clauses (i) through
(iv) below:
(i) any P&I Advances, as required pursuant to Section 5.03;
(ii) any amounts required to be deposited pursuant to Section
3.21(d) or 3.21(f) in connection with any REO Property;
(iii) any amounts to be paid in connection with a purchase of
Mortgage Loans and REO Properties pursuant to Section 10.01; and
(iv) any amounts required to be deposited pursuant to Section
3.22 in connection with any Prepayment Interest Shortfalls.
Section 3.09 Withdrawals from the Collection Account and
Distribution Account. (a) The Servicer shall, from time to time,
make withdrawals from the Collection Account for any of the
following purposes or as described in Section 5.03:
(i) to remit to the Securities Administrator for deposit in
the Distribution Account the amounts required to be so remitted
pursuant to Section 3.08(b) or permitted to be so remitted pursuant
to the first sentence of Section 3.08(d);
(ii) subject to Section 3.13(d), to reimburse itself
(including any successor Servicer) for P&I Advances made by it, 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 P&I Advances were made
in accordance with the provisions of Section 5.03;
(iii) subject to Section 3.13(d), to pay itself any unpaid
Servicing Fees and reimburse itself any unreimbursed Servicing
Advances with respect to each Mortgage Loan, but only to the extent
of any Liquidation Proceeds and Insurance Proceeds received with
respect to such Mortgage Loan or to the extent of funds held in the
Collection Account for future distribution that were not included in
Available Distribution Amount for the preceding Distribution Date;
(iv) to pay to itself 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 itself 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 all amounts received thereon not
included in the Repurchase Price or the Substitution Shortfall
Amount;
(vi) to reimburse itself (including any successor Servicer)
for any P&I Advance or Servicing Advance previously made by it which
it has determined to be a Nonrecoverable P&I Advance or a
Nonrecoverable Servicing Advance in accordance with the provisions
of Section 5.03;
(vii) to reimburse itself or the Depositor for expenses
incurred by or reimbursable to it or the Depositor, as the case may
be, pursuant to Section 3.01 or Section 7.03;
(viii) to reimburse itself 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 Repurchase Price of the related
Mortgage Loan, including any expenses arising out of the enforcement
of the purchase obligation;
(ix) to pay, or to reimburse itself for advances in respect
of, expenses incurred in connection with any Mortgage Loan pursuant
to Section 3.13(b);
(x) to pay to itself any Prepayment Interest Excess on the
Mortgage Loans to the extent not retained pursuant to Section
3.08(a)(ii)); and
(xi) to clear and terminate the Collection Account pursuant to
Section 10.01.
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), (v), (vi), (vii), (viii), (ix) and (x)
above.
(b) The Securities Administrator shall, from time to time, make
withdrawals from the Distribution Account, for any of the following purposes,
without priority:
(i) to make distributions to Certificateholders in accordance
with Section 5.01;
(ii) to pay to itself, the Custodian, the Master Servicer and
the Trustee amounts to which it is entitled pursuant to Section 9.05
or any other provision of this Agreement and any Extraordinary Trust
Fund Expenses;
(iii) to reimburse itself or the Master Servicer pursuant to
Section 8.02;
(iv) to pay any amounts in respect of taxes pursuant to
Section 11.01(g)(v);
(v) to pay the Credit Risk Management Fee to the Credit Risk
Manager; and
(vi) to clear and terminate the Distribution Account pursuant
to Section 10.01.
Section 3.10 Investment of Funds in the Investment Accounts. (a) The
Servicer may direct, by means of written directions (which may be standing
directions), any depository institution maintaining the Collection Account to
invest the funds in such Collection Account (for purposes of this Section 3.10,
an "Investment Account") in one or more Permitted Investments bearing interest
or sold at a discount, and maturing, unless payable on demand, (i) no later than
the Business Day immediately preceding the date on which such funds are required
to be withdrawn from such account pursuant to this Agreement, if a Person other
than the Securities Administrator is the obligor thereon, and (ii) no later than
the date on which such funds are required to be withdrawn from such account
pursuant to this Agreement, if the Securities Administrator is the obligor on
such Permitted Investment. Amounts in the Distribution Account may be invested
in Permitted Investments as directed in writing by the Master Servicer 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
Securities Administrator is the obligor thereon, and (ii) no later than the date
on which such funds are required to be withdrawn from such account pursuant to
this Agreement, if the Securities Administrator is the obligor thereon. All such
Permitted Investments shall be held to maturity, unless payable on demand. Any
investment of funds 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 Securities Administrator
shall be entitled to sole possession over each such investment in the
Distribution Account, and subject to subsection (b) below, the income thereon,
and any certificate or other instrument evidencing any such investment shall be
delivered directly to the Securities Administrator 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 the Collection
Account maintained by the Servicer are at any time invested in a Permitted
Investment payable on demand, the party with investment discretion over such
Investment Account shall:
(i) consistent with any notice required to be given
thereunder, demand that payment thereon be made on the last day such
Permitted Investment may otherwise mature hereunder in an amount
equal to the lesser of (1) all amounts then payable thereunder and
(2) the amount required to be withdrawn on such date; and
(ii) demand payment of all amounts due thereunder promptly
upon receipt by such party of written notice from the Servicer 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 3.09. The Servicer shall deposit in the Collection
Account maintained by the Servicer the amount of any loss incurred in respect of
any such Permitted Investment made with funds in such account immediately upon
realization of such loss. All earnings and gain realized from the investment of
funds deposited in the Distribution Account shall be for the benefit of the
Master Servicer. The Master Servicer shall remit from its own funds for deposit
into the Distribution Account the amount of any loss incurred on Permitted
Investments in the Distribution Account.
(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 9.01 and Section 9.02(a)(v),
shall, at the written direction of the Servicer, take such action as may be
appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate proceedings.
(d) The Trustee, the Master Servicer or their respective Affiliates
are permitted to receive additional compensation that could be deemed to be in
the Trustee's or the Master Servicer'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 to the Trustee or
the Master Servicer pursuant to Section 3.09 or 3.10 or otherwise payable in
respect of Extraordinary Trust Fund Expenses. Such additional compensation shall
not be an expense of the Trust Fund.
Section 3.11 Maintenance of Hazard Insurance, Errors and Omissions
and Fidelity Coverage and Primary Mortgage Insurance. (a) The terms of each
Mortgage Note require the related Mortgagor to maintain fire, flood and hazard
insurance policies. To the extent such policies are not maintained, the Servicer
shall cause to be maintained for each Mortgaged Property fire and hazard
insurance with extended coverage as is customary in the area where the Mortgaged
Property is located in an amount which is at least equal to the lesser of the
current principal balance of such Mortgage Loan and the amount necessary to
compensate fully 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) the maximum
insurable value of the improvements which are a part of such property and (ii)
the outstanding principal balance of the related Mortgage Loan at the time it
became an REO Property. The Servicer will comply in the performance of this
Agreement with all reasonable rules and requirements of each insurer under any
such hazard policies. Any amounts to be collected by the Servicer under any such
policies (other than amounts to be applied to the restoration or repair of the
property subject to the related Mortgage or amounts to be released to the
Mortgagor in accordance with Accepted Servicing Practices, 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 3.09, if
received in respect of a Mortgage Loan, or in the REO Account, subject to
withdrawal pursuant to Section 3.21, 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 the Stated Principal Balance of such Mortgage
Loan or 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 3.11 in
connection with the modification of a Mortgage Loan. It is understood and agreed
that no earthquake or other additional insurance is to be required of any
Mortgagor other than pursuant to such applicable laws and regulations as shall
at any time be in force and as shall require such additional insurance. If the
Mortgaged Property or REO Property is at any time in an area identified in the
Federal Register by the Federal Emergency Management Agency as having special
flood hazards, the Servicer will cause to be maintained a flood insurance policy
in respect thereof. Such flood insurance shall be in an amount equal to the
lesser of (i) the amount required to compensate for any loss or damage to the
Mortgaged Property on a replacement cost basis 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 A:X or better in Best's
Key Rating Guide or otherwise acceptable to Xxxxxx Xxx or Xxxxxxx Mac insuring
against hazard losses on all of the Mortgage Loans, it shall conclusively be
deemed to have satisfied its obligations to cause fire and hazard insurance to
be maintained on the Mortgaged Properties, 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 3.11, 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.
(b) The Servicer shall keep in force during the term of this
Agreement a policy or policies of insurance covering errors and omissions for
failure in the performance of 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.
(c) The Servicer shall not take any action that would result in
noncoverage under any applicable primary mortgage insurance policy of any loss
which, but for the actions of the Servicer would have been covered thereunder.
The Servicer shall use its best efforts to keep in force and effect any
applicable primary mortgage insurance policy, and to the extent that the related
Mortgage Loan requires the Mortgagor to maintain such insurance, any other
primary mortgage insurance applicable to any Mortgage Loan. Except as required
by applicable law or the related Mortgage Loan Documents, the Servicer shall not
cancel or refuse to renew any such primary mortgage insurance policy that is in
effect at the date of the initial issuance of the related Mortgage Note and is
required to be kept in force hereunder.
The Servicer agrees to present on behalf of the Trustee and the
Certificateholders claims to the applicable insurer under any other primary
mortgage insurance policies, and in this regard, to take such reasonable action
as shall be necessary to permit recovery under any primary mortgage insurance
policies respecting defaulted Mortgage Loans. Pursuant to Section 3.08, any
amounts collected by the Servicer under any primary mortgage insurance policies
shall be deposited in the Collection Account, subject to withdrawal pursuant to
Section 3.09.
Section 3.12 Enforcement of Due-on-Sale Clauses; Assumption
Agreements. The Servicer shall, to the extent it has knowledge of any 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 shall 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 (or the Custodian) that any such substitution or assumption
agreement has been completed by forwarding to the Trustee 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 whatever. For purposes of this Section 3.12, 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 3.13 Realization Upon Defaulted Mortgage Loans. (a) The
Servicer shall use its best efforts, consistent with Accepted Servicing
Practices, to foreclose upon or otherwise comparably convert the ownership of
properties securing such of the Mortgage Loans as come into and continue in
default and as to which no satisfactory arrangements can be made for collection
of delinquent payments pursuant to Section 3.06. 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 Sections 3.09 and 3.21. The
foregoing is subject to the provision that, in any case in which a Mortgaged
Property shall have suffered damage from an Uninsured Cause, the Servicer shall
not be required to expend its own funds toward the restoration of such property
unless it shall determine in its discretion that such restoration will increase
the proceeds of liquidation of the related Mortgage Loan after reimbursement to
itself for such expenses.
(b) Notwithstanding the foregoing provisions of this Section 3.13 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 Trust Fund, 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 Trust Fund, the Trustee 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 prudent report prepared by an
Independent 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 material, 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 3.13 shall be advanced by the Servicer, subject to the Servicer's right
to be reimbursed therefor from the Collection Account as provided in Section
3.09(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 Sections 3.09(a)(iii) or 3.09(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) 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 for any related unreimbursed Servicing Advances and P&I Advances,
pursuant to Section 3.09(a)(ii) or (a)(iii); 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 pursuant to Section 3.09(a)(iii). The portion of the recovery allocated
to interest (net of unpaid Servicing Fees) and the portion of the recovery
allocated to principal of the Mortgage Loan shall be applied as follows: first,
to reimburse the Servicer for any related unreimbursed Advances in accordance
with Section 3.09(a)(ii) and any other amounts reimbursable to the Servicer
pursuant to Section 3.09, and second, as part of the amounts to be transferred
to the Distribution Account in accordance with Section 3.08(b).
Section 3.14 Trustee to Cooperate; Release of Mortgage Files. (a)
Upon becoming aware of the payment in full of any Mortgage Loan, or the receipt
by the Servicer of a notification that payment in full has been escrowed in a
manner customary for such purposes for payment to Certificateholders on the next
Distribution Date, the Servicer will promptly furnish to the Custodian, on
behalf of the Trustee, two copies of a request for release substantially in the
form attached to this Agreement as Exhibit E signed by a Servicing Officer or in
a mutually agreeable electronic format which will, in lieu of a signature on its
face, originate from a Servicing Officer (which certification shall include a
statement to the effect that all amounts received in connection with such
payment that are required to be deposited in the Collection Account have been or
will be so deposited) and shall request that the Custodian, on behalf of the
Trustee, deliver to the Servicer the related Mortgage File. Upon receipt of such
certification and request, the Custodian, on behalf of the Trustee, shall within
three (3) Business Days release the related Mortgage File to the Servicer and
the Trustee and Custodian shall have no further responsibility with regard to
such Mortgage File. Upon any such payment in full, the Servicer is authorized,
to give, as agent for the Trustee, as the mortgagee under the Mortgage that
secured the Mortgage Loan, an instrument of satisfaction (or assignment of
mortgage without recourse) regarding the Mortgaged Property subject to the
Mortgage, which instrument of satisfaction or assignment, as the case may be,
shall be delivered to the Person or Persons entitled thereto against receipt
therefor of such payment, it being understood and agreed that no expenses
incurred in connection with such instrument of satisfaction or assignment, as
the case may be, shall be chargeable to the Collection Account.
(b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, the Trustee shall execute such documents as
shall be prepared and furnished to the Trustee by the Servicer (in form
reasonably acceptable to the Trustee) and as are necessary to the prosecution of
any such proceedings. The Custodian, on behalf of the Trustee, shall, upon the
request of the Servicer, and delivery to the Custodian, on behalf of the
Trustee, of two copies of a request for release signed by a Servicing Officer
substantially in the form attached to this Agreement (or in a mutually agreeable
electronic format which will, in lieu of a signature on its face, originate from
a Servicing Officer), release within three (3) Business Days the related
Mortgage File held in its possession or control to the Servicer. Such trust
receipt shall obligate the Servicer to return the Mortgage File to the Custodian
on behalf of the Trustee, when the need therefor by the Servicer no longer
exists unless the Mortgage Loan shall be liquidated, in which case, upon receipt
of a certificate of a Servicing Officer similar to that hereinabove specified,
the Mortgage File shall be released by the Custodian, on behalf of the Trustee,
to the Servicer.
Notwithstanding the foregoing, in connection with a Principal
Prepayment in full of any Mortgage Loan, the Master Servicer may request release
of the related Mortgage File from the Custodian, in the event the Servicer fails
to do so.
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 prepared and delivered to the Trustee and reasonably
acceptable to it and 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. So long as no Servicing Termination Event shall have occurred
and be continuing, the Servicer shall have the right to execute any and all such
court pleadings, requests and other documents as attorney-in-fact for, and on
behalf of the Trustee. Notwithstanding anything to the contrary herein, the
Trustee shall in no way be liable or responsible for the willful malfeasance of
the Servicer, or for any wrongful or negligent actions taken by the Servicer,
while the Servicer is acting pursuant to the powers granted to it in this
paragraph.
Section 3.15 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 3.22. 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 3.09(a)(iii)
and out of amounts derived from the operation and sale of an REO Property to the
extent permitted by Section 3.21. The right to 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 under this Agreement to the extent permitted
herein.
Additional servicing compensation in the form of assumption fees,
late payment charges and other miscellaneous fees (other than Prepayment
Charges) shall be retained by the Servicer only to the extent such fees or
charges are received by the Servicer. The Servicer shall also be entitled
pursuant to Section 3.09(a)(iv) to withdraw from the Collection Account and
pursuant to Section 3.21(b) to withdraw from any REO Account, as additional
servicing compensation, interest or other income earned on deposits therein,
subject to Section 3.10. In addition, the Servicer shall be entitled to retain
or withdraw from the Collection Account, pursuant to Section 3.09(a)(x), any
Prepayment Interest Excess with respect to the Mortgage Loans as additional
servicing compensation. The Servicer shall be required to pay all expenses
incurred by it in connection with its servicing activities hereunder and shall
not be entitled to reimbursement therefor except as specifically provided
herein.
Section 3.16 Collection Account Statements. Not later than twenty
days after each Distribution Date, the Servicer shall forward to the Master
Servicer and the Securities Administrator, and, upon request, the Securities
Administrator shall forward to the Trustee and the Depositor, a statement
prepared by the institution at which the Collection Account is maintained
setting forth the status of the Collection Account as of the close of business
on such Distribution Date and showing, for the period covered by such statement,
the aggregate amount of deposits into and withdrawals from the Collection
Account of each category of deposit specified in Section 3.08(a) and each
category of withdrawal specified in Section 3.09. Copies of such statement shall
be provided by the Securities Administrator to any Certificateholder and to any
Person identified to the Securities Administrator as a prospective transferee of
a Certificate, upon request at the expense of the requesting party, provided
such statement is delivered by the Servicer to the Securities Administrator.
Section 3.17 Statement as to Compliance. The Servicer, Master
Servicer and the Securities Administrator shall deliver (or otherwise make
available) (and the Servicer, the Master Servicer and Securities Administrator
shall cause any Servicing Function Participant engaged by it to deliver) to the
Securities Administrator on or before March 1 (with a ten-calendar day cure
period) of each year, commencing in March 2007, and, in turn, the Securities
Administrator will forward to the Depositor, an Officer's Certificate stating,
as to the signer thereof, that:
(i) a review of such party's activities during the preceding
calendar year or portion thereof and of such party's performance
under this Agreement or such other applicable agreement in the case
of a Servicing Function Participant, has been made under such
officer's supervision; and
(ii) to the best of such officer's knowledge, based on such
review, such party has fulfilled all of its obligations under this
Agreement or such other applicable agreement in the case of a
Servicing Function Participant, in all material respects throughout
such year or portion thereof, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each
such failure known to such officer and the nature and status
thereof.
In the event the Servicer, the Master Servicer, the Securities
Administrator or any Servicing Function Participant engaged by any such party or
the Trustee is terminated or resigns pursuant to the terms of this Agreement, or
any applicable agreement in the case of a Servicing Function Participant, as the
case may be, such party shall provide an Officer's Certificate pursuant to this
Section 3.17 or to such applicable agreement, as the case may be,
notwithstanding any such termination, assignment or resignation.
Section 3.18 Assessments of Compliance and Accountant's Attestation
Reports. By March 1 (with a ten-calendar day cure period) of each year,
commencing in March 2007, the Servicer, the Master Servicer, the Securities
Administrator, and the Custodian, each at its own expense, shall furnish or
otherwise make available, and each such party shall cause any Servicing Function
Participant engaged by it to furnish, each at its own expense, to the Securities
Administrator and, in turn, the Securities Administration shall forward the
Depositor, a report on an assessment of compliance with the Relevant Servicing
Criteria that contains (A) a statement by such party of its responsibility for
assessing compliance with the Relevant Servicing Criteria, (B) a statement that
such party used the Relevant Servicing Criteria to assess compliance with the
Relevant Servicing Criteria, (C) such party's assessment of compliance with the
Relevant Servicing Criteria as of and for the fiscal year covered by the Form
10-K required to be filed pursuant to Section 5.08(a)(iii), including, if there
has been any material instance of noncompliance with the Relevant Servicing
Criteria, a discussion of each such failure and the nature and status thereof,
and (D) a statement that a registered public accounting firm has issued an
attestation report on such party's assessment of compliance with the Relevant
Servicing Criteria as of and for such period.
No later than the end of each fiscal year for the Trust for which a
10-K is required to be filed, the Servicer, the Master Servicer and the
Custodian shall each forward to the Securities Administrator and, in turn, the
Securities Administrator shall forward the Depositor the name of each Servicing
Function Participant engaged by it and what Relevant Servicing Criteria will be
addressed in the report on assessment of compliance prepared by such Servicing
Function Participant (provided, however, that the Master Servicer need not
provide such information to the Securities Administrator so long as the Master
Servicer and the Securities Administrator are the same Person). When the
Servicer, the Master Servicer, the Custodian and the Securities Administrator
(or any Servicing Function Participant engaged by them) submit their assessments
to the Securities Administrator, such parties will also at such time include the
assessment and attestation pursuant to Section 3.18 of each Servicing Function
Participant engaged by it.
Promptly after receipt of each such report on assessment of
compliance, (i) the Depositor shall review each such report and, if applicable,
consult with the Servicer, the Master Servicer, the Securities Administrator,
the Custodian and any Servicing Function Participant engaged by such parties as
to the nature of any material instance of noncompliance with the Relevant
Servicing Criteria by each such party, and (ii) the Securities Administrator
shall confirm that the assessments, taken as a whole, address all of the
Servicing Criteria and taken individually address the Relevant Servicing
Criteria for each party as set forth on Exhibit P and notify the Depositor of
any exceptions.
In the event the Servicer, the Master Servicer, the Securities
Administrator, the Custodian, or any Servicing Function Participant engaged by
any such party is terminated, assigns its rights and obligations under, or
resigns pursuant to, the terms of this Agreement, or any other applicable
agreement, as the case may be, such party shall provide a report on assessment
of compliance pursuant to this Section 3.18, or to such other applicable
agreement, notwithstanding any such termination, assignment or resignation.
By March 1 (with a ten-calendar day cure period) of each year,
commencing in March 2007, the Servicer, the Master Servicer, the Securities
Administrator and the Custodian, each at its own expense, shall cause, and each
such party shall cause any Servicing Function Participant engaged by it to
cause, each at its own expense, a registered public accounting firm (which may
also render other services to the Servicer, Master Servicer, the Securities
Administrator, or such other Servicing Function Participants, as the case may
be) and that is a member of the American Institute of Certified Public
Accountants to furnish an attestation report to the Securities Administrator and
the Depositor, to the effect that (i) it has obtained a representation regarding
certain matters from the management of such party, which includes an assertion
that such party has complied with the Relevant Servicing Criteria, and (ii) on
the basis of an examination conducted by such firm in accordance with standards
for attestation engagements issued or adopted by the Public Company Accounting
Oversight Board, it is expressing an opinion as to whether such party's
compliance with the Relevant Servicing Criteria was fairly stated in all
material respects, or it cannot express an overall opinion regarding such
party's assessment of compliance with the Relevant Servicing Criteria. In the
event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such an
opinion. Such report must be available for general use and not contain
restricted use language.
Promptly after receipt of each such assessment of compliance and
attestation report, the Securities Administrator shall confirm that each
assessment submitted pursuant to Section 3.18 is coupled with an attestation
meeting the requirements of this Section and notify the Depositor of any
exceptions.
In the event the Servicer, the Master Servicer, the Securities
Administrator, the Custodian or any Servicing Function Participant engaged by
any such party is terminated, assigns its rights and duties under, or resigns
pursuant to the terms of, this Agreement, or any applicable custodial agreement,
servicing agreement or sub-servicing agreement, as the case may be, such party
shall cause a registered public accounting firm to provide an attestation
pursuant to this Section 3.18, or such other applicable agreement,
notwithstanding any such termination, assignment or resignation.
Section 3.19 [Reserved]
Section 3.20 Access to Certain Documentation. The Servicer shall
provide to the Trustee, at the request of the Office of Thrift Supervision and
the FDIC, and to comparable regulatory authorities that may exercise authority
over any Certificate Owner, access to the documentation regarding the Mortgage
Loans required by applicable laws and regulations. Such access shall be afforded
without charge, but only upon reasonable request and during normal business
hours at the offices of the Servicer designated by it. Nothing in this Section
3.20 shall limit the obligation of the Servicer to comply with any applicable
law prohibiting disclosure of information regarding the Mortgagors and the
failure of the Servicer to provide access as provided in this Section as a
result of such obligation shall not constitute a breach of this Section. Nothing
in this Section 3.20 shall require the Servicer to collect, create, collate or
otherwise generate any information that it does not generate in its usual course
of business. The Servicer shall not be required to make copies of or ship
documents to any Person unless provisions have been made for the reimbursement
of the costs thereof.
Section 3.21 Title, Management and Disposition of REO Property. (a)
The deed or certificate of sale of any REO Property shall be taken in the name
of the Trustee, or its nominee, on behalf of the Trust Fund and for the benefit
of the Certificateholders. The Servicer, on behalf of the Lower Tier REMIC,
shall either sell any REO Property by the close of the third calendar year
following the calendar year in which the Lower Tier REMIC acquires ownership of
such REO Property for purposes of Section 860G(a)(8) of the Code or request from
the Internal Revenue Service, no later than 60 days before the day on which the
three-year grace period would otherwise expire an extension of the three-year
grace period, unless the Servicer had delivered to the Trustee an Opinion of
Counsel, addressed to the Trustee and the Depositor, to the effect that the
holding by the Lower Tier REMIC of such REO Property subsequent to three years
after its acquisition will not result in the imposition on either Trust REMIC
created hereunder of taxes on "prohibited transactions" thereof, as defined in
Section 860F of the Code, or cause either Trust REMIC hereunder to fail to
qualify as a REMIC under Federal law at any time that any Certificates are
outstanding. The Servicer shall manage, conserve, protect and operate each REO
Property for the Certificateholders solely for the purpose of its prompt
disposition and sale in a manner which does not cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or result in the receipt by either Trust REMIC created hereunder of any
"income from non-permitted assets" within the meaning of Section 860F(a)(2)(B)
of the Code, or any "net income from foreclosure property" which is subject to
taxation under the REMIC Provisions.
(b) The Servicer shall 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, on behalf of
the Trust Fund and 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 it 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, on a daily basis in the REO
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.
Subject to compliance with applicable laws and regulations as shall
at any time be in force, and notwithstanding the foregoing, the Servicer, on
behalf of the Trust Fund, shall not:
(i) enter into, renew or extend any New Lease with respect to
any REO Property, if the New Lease by its terms will give rise to
any income that does not constitute Rents from Real Property;
(ii) permit any amount to be received or accrued under any New
Lease other than amounts that will constitute Rents from Real
Property;
(iii) authorize or permit any construction on any REO
Property, other than the completion of a building or other
improvement thereon, and then only if more than ten percent of the
construction of such building or other improvement was completed
before default on the related Mortgage Loan became imminent, all
within the meaning of Section 856(e)(4)(B) of the Code; or
(iv) allow any Person to Directly Operate any REO Property on
any date more than 90 days after its date of acquisition by the
Trust Fund;
unless, in any such case, the Servicer has obtained an Opinion of Counsel,
provided to the Servicer and the Trustee, to the effect that such action will
not cause such REO Property to fail to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code at any time that it is held by the
Lower Tier REMIC, in which case the Servicer may take such actions as are
specified in such Opinion of Counsel.
The Servicer may contract with any Independent Contractor for the
operation and management of any REO Property, provided that:
(i) the terms and conditions of any such contract shall not be
inconsistent herewith;
(ii) any such contract shall require, or shall be administered
to require, that the Independent Contractor pay all costs and
expenses incurred in connection with the operation and management of
such REO Property, including those listed above and remit all
related revenues (net of such costs and expenses) to the Servicer as
soon as practicable, but in no event later than thirty days
following the receipt thereof by such Independent Contractor;
(iii) none of the provisions of this Section 3.21(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
Trust Fund and for the benefit 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 3.15 is sufficient to pay such fees. Any such
agreement shall include a provision that such agreement may be immediately
terminated by the Trustee (as successor Servicer) or any other successor
Servicer (including the Master Servicer) without fee, in the event the Servicer
shall for any reason, no longer be the Servicer (including termination due to a
Servicer Event of Default).
(d) In addition to the withdrawals permitted under Section 3.21(c),
the Servicer may from time to time make withdrawals from the REO Account for any
REO Property: (i) to pay itself unpaid Servicing Fees in respect of the related
Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for unreimbursed
Servicing Advances and Advances made in respect of such REO Property or the
related Mortgage Loan. On the Servicer Remittance Date, the Servicer shall
withdraw from each REO Account maintained by it and deposit into the
Distribution Account in accordance with Section 3.08(d)(ii), for distribution on
the related Distribution Date in accordance with Section 5.01, the income from
the related REO Property received during the prior calendar month, net of any
withdrawals made pursuant to Section 3.21(c) or this Section 3.21(d).
(e) Subject to the time constraints set forth in Section 3.21(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 accordance with Accepted Servicing Practices.
(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,
shall be deposited in the Distribution Account in accordance with Section
3.08(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 5.01. As soon as practical thereafter the expenses of such REO
Disposition shall be paid and the Servicer shall collect the related REO
Disposition Fee and reimburse itself for any related unreimbursed Servicing
Advances and unpaid Servicing Fees made under Section 3.21(d). 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 (and shall provide a
certification of a Servicing Officer to the Master Servicer that such filings
have been made) 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 3.22 Obligations of the Servicer in Respect of Prepayment
Interest Shortfalls; Relief Act Interest Shortfalls. The Servicer shall deliver
to the Securities Administrator for deposit into the Distribution Account on the
Servicer Remittance Date from its own funds an amount (the "Compensating
Interest") equal to the lesser of (i) the aggregate amount of the Prepayment
Interest Shortfalls attributable to prepayments in full on the Mortgage Loans
for the related Distribution Date resulting solely from voluntary Principal
Prepayments received by the Servicer during the related Prepayment Period and
(ii) the aggregate amount of the related Servicing Fees payable to the Servicer
on such Distribution Date and any Prepayment Interest Excess earned during the
related Prepayment Period with respect to the Mortgage Loans. The Servicer shall
not have the right to reimbursement for any amounts remitted to the Securities
Administrator in respect of this Section 3.22. The Servicer shall not be
obligated to pay the amounts set forth in this Section 3.22 with respect to
shortfalls resulting from the application of the Relief Act.
Section 3.23 Obligations of the Servicer in Respect of Mortgage
Rates and Monthly Payments. In the event that a shortfall in any collection on
or liability with respect to 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 or this Agreement, the Servicer, upon discovery or receipt
of notice thereof, immediately shall deliver to the Securities Administrator for
deposit in the Distribution Account from its own funds the amount of any such
shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the
Securities Administrator and the Master Servicer, the Depositor and any
successor Servicer in respect of any such liability. Such indemnities shall
survive the termination or discharge of this Agreement. Notwithstanding the
foregoing, this Section 3.23 shall not limit the ability of the Servicer to seek
recovery of any such amounts from the related Mortgagor under the terms of the
related Mortgage Note and Mortgage, to the extent permitted by applicable law.
Section 3.24 Reserve Fund. (a) No later than the Closing Date, the
Securities Administrator shall establish and maintain with itself a separate,
segregated trust account titled, "Reserve Fund, Xxxxx Fargo Bank, N.A., as
Securities Administrator, in trust for registered Holders of SG Mortgage
Securities Trust 2006-FRE2, Asset-Backed Certificates, Series 2006-FRE2" which
shall be an Eligible Account.
(b) On each Distribution Date as to which there is a Net WAC Rate
Carryover Amount payable to the Class A Certificates and/or the Mezzanine
Certificates, the Securities Administrator has been directed by the Class CE
Certificateholders to, and therefore will, deposit into the Reserve Fund the
amounts described in Section 5.01(f)(vi), rather than distributing such amounts
to the Class CE Certificateholders. On each such Distribution Date, the
Securities Administrator shall hold all such amounts for the benefit of the
Holders of the Class A Certificates and the Mezzanine Certificates, and will
distribute such amounts to the Holders of the Class A Certificates and/or the
Mezzanine Certificates in the amounts and priorities set forth in Section
5.01(f).
(c) For federal and state income tax purposes, the Class CE
Certificateholders will be deemed to be the owners of the Reserve Fund and all
amounts deposited into the Reserve Fund shall be treated as amounts distributed
by the Upper Tier REMIC to the Holders of the Class CE Certificates. Upon the
termination of the Trust, or the payment in full of the Class A Certificates and
the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund
will be released by the Trust and distributed to the Class CE Certificateholders
or their designees. The Reserve Fund will be part of the Trust but not part of
either Trust REMIC and any payments to the Holders of the Class A Certificates
or the Mezzanine 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 860G(a)(1).
(d) By accepting a Class CE Certificate, each Class CE
Certificateholder hereby agrees to direct the Securities Administrator, and the
Securities Administrator hereby is directed, to deposit into the Reserve Fund
the amounts described above on each Distribution Date as to which there is any
Net WAC Rate Carryover Amount rather than distributing such amounts to the Class
CE Certificateholders. By accepting a Class CE Certificate, each Class CE
Certificateholder further agrees that such direction is given for good and
valuable consideration, the receipt and sufficiency of which is acknowledged by
such acceptance.
(e) At the direction of the Holders of a majority in Percentage
Interest in the Class CE Certificates, the Securities Administrator shall direct
any depository institution maintaining the Reserve Fund to invest the funds in
such account in one or more Permitted Investments bearing interest or sold at a
discount, and maturing, unless payable on demand, (i) no later than the Business
Day immediately preceding the date on which such funds are required to be
withdrawn from such account pursuant to this Agreement, if a Person other than
the Securities Administrator or an Affiliate manages or advises such investment,
and (ii) no later than the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if the Securities Administrator or
an Affiliate manages or advises such investment. If no investment direction of
the Holders of a majority in Percentage Interest in the Class CE Certificates
with respect to the Reserve Fund is received by the Securities Administrator,
the Securities Administrator shall invest the funds in the Xxxxx Fargo Advantage
Prime Investment Money Market Fund so long as such fund is a Permitted
Investment.
(f) For federal tax return and information reporting, unless the
Depositor informs the Securities Administrator otherwise, the value of the right
of the Holders of the Class A and the Mezzanine Certificates to receive payments
from the Reserve Fund in respect of any Net WAC Rate Carryover Amount shall be
zero.
Section 3.25 Servicer Indemnification. The Servicer agrees to
indemnify the Trustee, Master Servicer and the Securities Administrator, from,
and hold the Trustee, Master Servicer and the Securities Administrator harmless
against, any loss, liability or expense (including reasonable attorney's fees
and expenses) incurred by any such Person by reason of the Servicer's willful
misfeasance, bad faith or gross negligence in the performance of its duties
under this Agreement or by reason of the Servicer's reckless disregard of its
obligations and duties under this Agreement. Such indemnity shall survive the
termination or discharge of this Agreement and the resignation or removal of the
Servicer, the Trustee, the Master Servicer and the Securities Administrator. Any
payment hereunder made by the Servicer to any such Person shall be from the
Servicer own funds, without reimbursement from any Trust REMIC therefor.
Section 3.26 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
ADMINISTRATION AND MASTER SERVICING OF THE
MORTGAGE LOANS BY THE MASTER SERVICER
Section 4.01 Master Servicer. The Master Servicer shall supervise,
monitor and oversee the obligation of the Servicer on or after the Servicing
Transfer Date, and the obligation of Fremont prior to the Servicing Transfer
Date, to service and administer the Mortgage Loans in accordance with the terms
of this Agreement in the case of the Servicer, or the Assignment Agreement, in
the case of Fremont, and shall have full power and authority to do any and all
things which it may deem necessary or desirable in connection with such master
servicing and administration. In performing its obligations hereunder, the
Master Servicer shall act in a manner consistent with Accepted Master Servicing
Practices. Furthermore, the Master Servicer shall oversee and consult with the
Servicer or Fremont, as applicable, as necessary from time-to-time to carry out
the Master Servicer's obligations hereunder, shall receive, review and evaluate
all reports, information and other data provided to the Master Servicer by the
Servicer or Fremont, as applicable, and shall cause the Servicer or Fremont, as
applicable, to perform and observe the covenants, obligations and conditions to
be performed or observed by the Servicer or Fremont, as applicable, under this
Agreement or the Assignment Agreement, as applicable. The Master Servicer shall
independently and separately monitor the Servicer's or Fremont's servicing
activities with respect to each related Mortgage Loan, reconcile the results of
such monitoring with such information provided in the previous sentence on a
monthly basis and coordinate corrective adjustments to the Servicer's or
Fremont's and Master Servicer's records, and based on such reconciled and
corrected information, prepare the statements specified in Section 5.03 and any
other information and statements required to be provided by the Master Servicer
hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan
monitoring with the actual remittances of the Servicer or Fremont, as
applicable, to the Distribution Account pursuant to the terms hereof or under
the Assignment Agreement, as applicable, based on information provided to the
Master Servicer by the Servicer or Fremont, as applicable,.
The Trustee shall furnish the Servicer or Fremont, as applicable,
and the Master Servicer with any limited powers of attorney and other documents
in form acceptable to it necessary or appropriate to enable the Servicer or
Fremont, as applicable, and the Master Servicer to service and administer the
related Mortgage Loans and REO Property. The Trustee shall have no
responsibility for any action of the Master Servicer or the Servicer or Fremont,
as applicable, pursuant to any such limited power of attorney and shall be
indemnified by the Master Servicer or the Servicer or Fremont, as applicable,
for any cost, liability or expense incurred by the Trustee in connection with
such Person's misuse of any such power of attorney.
The Trustee, the Custodian and the Securities Administrator shall
provide access to the records and documentation in possession of the Trustee,
the Custodian or the Securities Administrator regarding the related Mortgage
Loans and REO Property and the servicing thereof to the Certificateholders, the
FDIC, and the supervisory agents and examiners of the FDIC, such access being
afforded only upon reasonable prior written request and during normal business
hours at the office of the Trustee, the Custodian or the Securities
Administrator; provided, however, that, unless otherwise required by law, none
of the Trustee, the Custodian or the Securities Administrator shall be required
to provide access to such records and documentation if the provision thereof
would violate the legal right to privacy of any Mortgagor. The Trustee, the
Custodian and the Securities Administrator shall allow representatives of the
above entities to photocopy any of the records and documentation and shall
provide equipment for that purpose at a charge that covers the Trustee's, the
Custodian's or the Securities Administrator's actual costs.
The Trustee shall execute and deliver to the Servicer or Fremont, as
applicable, or the Master Servicer upon written request any court pleadings,
requests for trustee's sale or other documents necessary or desirable to (i) the
foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any
legal action brought to obtain judgment against any Mortgagor on the Mortgage
Note or any other Mortgage Loan Document; (iii) obtain a deficiency judgment
against the Mortgagor; or (iv) enforce any other rights or remedies provided by
the Mortgage Note or any other Mortgage Loan Document or otherwise available at
law or equity.
Section 4.02 REMIC-Related Covenants. For as long as each REMIC
shall exist, the Trustee and the Securities Administrator shall act in
accordance herewith to treat such REMIC as a REMIC, and the Trustee and the
Securities Administrator shall comply with any directions of the Seller, the
Servicer or the Master Servicer to assure such continuing treatment. In
particular, the Trustee shall not (a) sell or permit the sale of all or any
portion of the Mortgage Loans or of any investment of deposits in an Account
unless such sale is as a result of a repurchase of the Mortgage Loans pursuant
to this Agreement or the Trustee has received a REMIC Opinion prepared at the
expense of the Trust Fund; and (b) other than with respect to a substitution
pursuant to the Mortgage Loan Purchase Agreements or Section 2.03 of this
Agreement, as applicable, accept any contribution to either REMIC after the
Startup Day without receipt of a Opinion of Counsel stating that such
contribution will not result in an Adverse REMIC Event as defined in Section
11.01(f).
Section 4.03 Monitoring of Servicer and Fremont. (a) The Master
Servicer shall be responsible for monitoring the compliance by the Servicer with
its duties under this Agreement on or after the Servicing Transfer Date and by
Fremont with its duties under the Assignment Agreement prior to the Servicing
Transfer Date. In the review of the Servicer's or Fremont's activities, the
Master Servicer may rely upon an officer's certificate of the Servicer or
Fremont with regard to its compliance with the terms of this Agreement or the
Assignment Agreement, as applicable. In the event that the Master Servicer, in
its judgment, determines that the Servicer or Fremont should be terminated in
accordance with the terms hereof or the Assignment Agreement, as applicable, or
that a notice should be sent pursuant to the terms hereof or the Assignment
Agreement, as applicable, with respect to the occurrence of an event that,
unless cured, would constitute an Event of Default by the Servicer under this
Agreement or by Fremont under the Assignment Agreement, the Master Servicer
shall notify the Servicer or Fremont, as applicable, the Seller and the Trustee
thereof and the Master Servicer shall issue such notice or take such other
action as it deems appropriate.
(b) The Master Servicer, for the benefit of the Trustee and the
Certificateholders, shall enforce the obligations of the Servicer under this
Agreement and the obligations of Fremont under the Assignment Agreement, as
applicable, and shall, in the event that the Servicer fails to perform its
obligations in accordance with this Agreement or in the event that Fremont fails
to perform its obligations under the Assignment Agreement, as applicable,
subject to this Section, Article VIII, or any related sections under the
Assignment Agreement, as applicable, cause the Trustee to terminate the rights
and obligations of the Servicer hereunder in accordance with the provisions of
Article VIII or of Fremont under the Assignment Agreement, as applicable. Such
enforcement, including, without limitation, the legal prosecution of claims and
the pursuit of other appropriate remedies, shall be in such form and carried out
to such an extent and at such time as the Master Servicer, in its good faith
business judgment, would require were it the owner of the related Mortgage
Loans. The Master Servicer shall pay the costs of such enforcement at its own
expense, provided that the Master Servicer shall not be required to prosecute or
defend any legal action except to the extent that the Master Servicer shall have
received reasonable indemnity for its costs and expenses in pursuing such
action.
(c) The Master Servicer shall be entitled to be reimbursed by the
Servicer or Fremont, as applicable (or from amounts on deposit in the
Distribution Account if the Servicer is unable to fulfill its obligations
hereunder or under the Assignment Agreement, as applicable) for all reasonable
out-of-pocket or third party costs associated with the transfer of servicing
from the predecessor servicer (or if the predecessor servicer is the Master
Servicer, from the servicer immediately preceding the Master Servicer),
including without limitation, any reasonable out-of-pocket or third party 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 Master Servicer to correct any errors or insufficiencies in the servicing
data or otherwise to enable the Master Servicer to service the Mortgage Loans
properly and effectively, upon presentation of reasonable documentation of such
costs and expenses.
(d) The Master Servicer shall require the Servicer to comply with
the remittance requirements and other obligations set forth in this Agreement
and shall require Fremont to comply with the remittance requirements and other
obligations set forth in the Assignment Agreement, as applicable.
(e) If the Master Servicer acts as successor to the Servicer or
Fremont, as applicable, it will not assume liability for the representations and
warranties of such terminated servicer.
Section 4.04 Fidelity Bond. The Master Servicer, at its expense,
shall maintain in effect a blanket fidelity bond and an errors and omissions
insurance policy, affording coverage with respect to all directors, officers,
employees and other Persons acting on such Master Servicer's behalf, and
covering errors and omissions in the performance of the Master Servicer's
obligations hereunder. The errors and omissions insurance policy and the
fidelity bond shall be in such form and amount generally acceptable for entities
serving as master servicers or trustees.
Section 4.05 Power to Act; Procedures. The Master Servicer shall
master service the Mortgage Loans and shall have full power and authority,
subject to the REMIC Provisions and the provisions of Article XI, to do any and
all things that it may deem necessary or desirable in connection with the master
servicing and administration of the Mortgage Loans, including but not limited to
the power and authority (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to
collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate
foreclosure or other conversion of the ownership of the Mortgaged Property
securing any Mortgage Loan, in each case, in accordance with the provisions of
this Agreement; provided, however, that the Master Servicer shall not (and,
consistent with its responsibilities under Section 4.03, shall not permit the
Servicer to) knowingly or intentionally take any action, or fail to take (or
fail to cause to be taken) any action reasonably within its control and the
scope of duties more specifically set forth herein, that, under the REMIC
Provisions, if taken or not taken, as the case may be, would cause the Lower
Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC or result in
the imposition of a tax upon the Trust Fund (including but not limited to the
tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and
the tax on contributions to a REMIC set forth in Section 860G(d) of the Code)
unless the Master Servicer has received an Opinion of Counsel (but not at the
expense of the Master Servicer) to the effect that the contemplated action will
not would cause the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify
as a REMIC or result in the imposition of a tax upon Lower Tier REMIC or the
Upper Tier REMIC, as the case may be. The Trustee shall furnish the Master
Servicer, upon written request from a Servicing Officer, with any powers of
attorney prepared and delivered to it and reasonably acceptable to it by
empowering the Master Servicer or the Servicer to execute and deliver
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and to foreclose upon or otherwise liquidate Mortgaged Property, and
to appeal, prosecute or defend in any court action relating to the Mortgage
Loans or the Mortgaged Property, in accordance with this Agreement, and the
Trustee shall execute and deliver such other documents prepared and delivered to
it and reasonably acceptable to it, as the Master Servicer or the Servicer may
request, to enable the Master Servicer to master service and administer the
Mortgage Loans and carry out its duties hereunder, in each case in accordance
with Accepted Master Servicing Practices (and the Trustee shall have no
liability for misuse of any such powers of attorney, or any other documents
executed by the Trustee pursuant to this Section 4.05, by the Master Servicer or
the Servicer and shall be indemnified by the Master Servicer or the Servicer, as
applicable, for any cost, liability or expense incurred by the Trustee in
connection with such Person's use or misuse of any such power of attorney). If
the Master Servicer or the Trustee has been advised that it is likely that the
laws of the state in which action is to be taken prohibit such action if taken
in the name of the Trustee or that the Trustee would be adversely affected under
the "doing business" or tax laws of such state if such action is taken in its
name, the Master Servicer shall join with the Trustee in the appointment of a
co-trustee pursuant to Section 9.10. In the performance of its duties hereunder,
the Master Servicer shall be an independent contractor and shall not, except in
those instances where it is taking action in the name of the Trustee, be deemed
to be the agent of the Trustee.
Section 4.06 Due-on-Sale Clauses; Assumption Agreements. To the
extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
Servicer shall cause the Servicer to enforce such clauses in accordance with
this Agreement. If applicable law prohibits the enforcement of a due-on-sale
clause or such clause is otherwise not enforced in accordance with this
Agreement, and as a consequence, a Mortgage Loan is assumed, the original
Mortgagor may be released from liability in accordance with this Agreement.
Section 4.07 Documents, Records and Funds in Possession of Master
Servicer To Be Held for Trustee. (a) The Master Servicer shall transmit to the
Trustee or Custodian such documents and instruments coming into the possession
of the Master Servicer from time to time as are required by the terms hereof to
be delivered to the Trustee or Custodian. Any funds received by the Master
Servicer in respect of any Mortgage Loan or which otherwise are collected by the
Master Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan shall be remitted to the Securities Administrator for deposit in
the Distribution Account. The Master Servicer shall, and, subject to Section
3.20, shall cause the Servicer to, provide access to information and
documentation regarding the Mortgage Loans to the Trustee, its agents and
accountants at any time upon reasonable request and during normal business
hours, and to Certificateholders that are savings and loan associations, banks
or insurance companies, the Office of Thrift Supervision, the FDIC and the
supervisory agents and examiners of such Office and Corporation or examiners of
any other federal or state banking or insurance regulatory authority if so
required by applicable regulations of the Office of Thrift Supervision or other
regulatory authority, such access to be afforded without charge but only upon
reasonable request in writing and during normal business hours at the offices of
the Master Servicer designated by it. In fulfilling such a request the Master
Servicer shall not be responsible for determining the sufficiency of such
information.
(b) All Mortgage Files and funds collected or held by, or under the
control of, the Master Servicer, in respect of any Mortgage Loans, whether from
the collection of principal and interest payments or from Liquidation Proceeds
or Insurance Proceeds, shall be remitted to the Trustee for deposit in the
Distribution Account.
Section 4.08 Standard Hazard Insurance and Flood Insurance Policies.
For each Mortgage Loan, the Master Servicer shall enforce the obligation of the
Servicer under this Agreement to maintain or cause to be maintained standard
fire and casualty insurance and, where applicable, flood insurance, all in
accordance with the provisions of this Agreement. It is understood and agreed
that such insurance shall be with insurers meeting the eligibility requirements
set forth in Section 3.11 and that no earthquake or other additional insurance
is to be required of any Mortgagor or to be maintained on property acquired in
respect of a defaulted loan, other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance.
Section 4.09 Presentment of Claims and Collection of Proceeds. The
Master Servicer shall enforce the Servicer's obligations under this Agreement to
prepare and present on behalf of the Trustee and the Certificateholders all
claims under the Insurance Policies and take such actions (including the
negotiation, settlement, compromise or enforcement of the insured's claim) as
shall be necessary to realize recovery under such policies. Any proceeds
disbursed to the Master Servicer in respect of such policies, bonds or contracts
shall be promptly remitted to the Trustee for deposit in the Distribution
Account upon receipt, except that any amounts realized that are to be applied to
the repair or restoration of the related Mortgaged Property as a condition
precedent to the presentation of claims on the related Mortgage Loan to the
insurer under any applicable insurance policy need not be so or remitted.
Section 4.10 Maintenance of Primary Mortgage Insurance Policies. (a)
The Master Servicer shall not take, or permit the Servicer to take (to the
extent such action is prohibited by this Agreement), any action that would
result in noncoverage under any primary mortgage insurance policy of any loss
which, but for the actions of the Master Servicer or the Servicer, would have
been covered thereunder. The Master Servicer shall use its best reasonable
efforts to cause the Servicer to keep in force and effect (to the extent that
the Mortgage Loan requires the Mortgagor to maintain such insurance), primary
mortgage insurance applicable to each Mortgage Loan in accordance with the
provisions of this Agreement. The Master Servicer shall not, and shall not
permit the Servicer to, cancel or refuse to renew any primary mortgage insurance
policy that is in effect at the date of the initial issuance of the Mortgage
Note and is required to be kept in force hereunder except in accordance with the
provisions of this Agreement.
(b) The Master Servicer agrees to cause the Servicer to present, on
behalf of the Trustee and the Certificateholders, claims to the insurer under
any primary mortgage insurance policies and, in this regard, to take such
reasonable action as shall be necessary to permit recovery under any primary
mortgage insurance policies respecting defaulted Mortgage Loans.
Section 4.11 Trustee to Retain Possession of Certain Insurance
Policies and Documents. The Trustee or the applicable Custodian, shall retain
possession and custody of the originals (to the extent available) of any primary
mortgage insurance policies, or certificate of insurance if applicable, and any
certificates of renewal as to the foregoing as may be issued from time to time
as contemplated by this Agreement. Until all amounts distributable in respect of
the Certificates have been distributed in full and the Master Servicer and the
Servicer have otherwise fulfilled their respective obligations under this
Agreement, the Trustee or the Custodian shall also retain possession and custody
of each Mortgage File in accordance with and subject to the terms and conditions
of this Agreement. The Master Servicer shall promptly deliver or cause to be
delivered to the Trustee or the Custodian, upon the execution or receipt thereof
the originals of any primary mortgage insurance policies, any certificates of
renewal, and such other documents or instruments that constitute part of any
Mortgage File that come into the possession of the Master Servicer from time to
time.
Section 4.12 Realization Upon Defaulted Mortgage Loans. The Master
Servicer shall cause the Servicer to foreclose upon, repossess or otherwise
comparably convert the ownership of Mortgaged 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, all
in accordance with this Agreement.
Section 4.13 Compensation for the Master Servicer. As compensation
for the activities of the Master Servicer hereunder, the Master Servicer shall
be entitled to the income from investment of or earnings on the funds from time
to time in the Distribution Account, as provided in Section 3.10. The Master
Servicer shall be required to pay all expenses incurred by it in connection with
its activities hereunder and shall not be entitled to reimbursement therefor
except as provided in this Agreement.
Section 4.14 REO Property. (a) In the event the Trust Fund acquires
ownership of any REO Property in respect of any related Mortgage Loan, the deed
or certificate of sale shall be issued to the Trustee, or to its nominee, on
behalf of the related Certificateholders. The Master Servicer shall cause the
Servicer to sell, any REO Property as expeditiously as possible and in
accordance with the provisions of this Agreement. Further, the Master Servicer
shall cause the Servicer to sell any REO Property prior to three years after the
end of the calendar year of its acquisition by the Lower Tier REMIC unless (i)
the Trustee shall have been supplied by the Servicer with an Opinion of Counsel
to the effect that the holding by the Trust Fund of such REO Property subsequent
to such three-year period will not result in the imposition of taxes on
"prohibited transactions" of any REMIC hereunder as defined in section 860F of
the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time
that any Certificates are outstanding, in which case the Trust Fund may continue
to hold such Mortgaged Property (subject to any conditions contained in such
Opinion of Counsel) or (ii) the Servicer shall have applied for, prior to the
expiration of such three-year period, an extension of such three-year period in
the manner contemplated by Section 856(e)(3) of the Code, in which case the
three-year period shall be extended by the applicable extension period. The
Master Servicer shall cause the Servicer to protect and conserve, such REO
Property in the manner and to the extent required by this Agreement, in
accordance with the REMIC Provisions and in a manner that does not result in a
tax on "net income from foreclosure property" or cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code.
(b) The Master Servicer shall cause the Servicer to deposit all
funds collected and received in connection with the operation of any REO
Property in the Collection Account.
Section 4.15 [Reserved]
Section 4.16 [Reserved]
Section 4.17 UCC. The Depositor agrees to file continuation
statements for any Uniform Commercial Code financing statements which the Seller
has informed the Depositor were filed on the Closing Date in connection with the
Trust. The Depositor shall file any financing statements or amendments thereto
required by any change in the Uniform Commercial Code.
Section 4.18 Obligation of the Master Servicer in Respect of
Prepayment Interest Shortfalls. In the event of any Prepayment Interest
Shortfalls, the Master Servicer shall deposit into the Distribution Account not
later than the related Distribution Date an amount equal to the lesser of (i)
the aggregate amounts required to be paid by the Servicer with respect to
Prepayment Interest Shortfalls attributable to Principal Prepayments on the
related Mortgage Loans for the related Distribution Date, and not so paid by the
Servicer and (ii) the aggregate amount of the related Master Servicer's
compensation for such Distribution Date, without reimbursement therefor.
Section 4.19 Prepayment Charge Verification. On or prior to the
Servicer Remittance Date, the Servicer shall provide to the Credit Risk Manager
the data necessary for the Credit Risk Manager to perform a verification of
Prepayment Charges. The Credit Risk Manager will issue its findings in a report
(the "Verification Report") to the Securities Administrator and the Servicer. If
the Servicer agrees with the Verification Report, the Servicer shall adjust the
immediately succeeding Servicer Report to reconcile any agreed-upon changes and
the amount remitted to the Securities Administrator with respect to prepayments.
If the Servicer disagrees with the Verification Report, during such
time as the Servicer and the Credit Risk Manager are resolving discrepancies
with respect to the Prepayment Charges, no payments in respect of any disputed
Prepayment Charges will be remitted to the Securities Administrator for deposit
in the Distribution Account. In connection with such duties, the Credit Risk
Manager shall be able to rely solely on the information provided to it by the
Servicer in accordance with this Section 4.19. The Credit Risk Manager shall not
be responsible for verifying the accuracy of any of the information provided to
it by the Servicer.
ARTICLE V
PAYMENTS TO CERTIFICATEHOLDERS
Section 5.01 Distributions. (a) On each Distribution Date, the
Securities Administrator shall withdraw from the Distribution Account to the
extent on deposit therein an amount equal to the Group I Interest Remittance
Amount 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) first, to the Swap Account, an amount equal to the Group I
Allocation Percentage of (i) any Net Swap Payment owed to the Swap
Provider and (ii) any Swap Termination Payment owed to the Swap
Provider not due to a Swap Provider Trigger Event;
(ii) second, to the Holders of the Class A-1 Certificates, the
Senior Interest Distribution Amount allocable to the Class A-1
Certificates; and
(iii) third, concurrently, to the Holders of the Class A-2A,
Class A-2B, Class A-2C and Class A-2D Certificates, the Senior
Interest Distribution Amount allocable to each such Class, to the
extent remaining unpaid after the distribution of the Group II
Interest Remittance Amount as set forth in Section 5.01(b) below,
pro rata, based on the entitlement of each such Class.
(b) On each Distribution Date, the Securities Administrator shall
withdraw from the Distribution Account to the extent on deposit therein an
amount equal to the Group II Interest Remittance Amount 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) first, to the Swap Account, an amount equal to the Group
II Allocation Percentage of (i) any Net Swap Payment owed to the
Swap Provider and (ii) any Swap Termination Payment owed to the Swap
Provider not due to a Swap Provider Trigger Event;
(ii) second, concurrently, to the Holders of the Class A-2A,
Class A-2B, Class A-2C and Class A-2D Certificates, the Senior
Interest Distribution Amount allocable to each such Class, pro rata,
based on the entitlement of each such Class; and
(iii) third, to the Holders of the Class A-1 Certificates, the
Senior Interest Distribution Amount allocable to the Class A-1
Certificates, to the extent remaining unpaid after the distribution
of the Group I Interest Remittance Amount as set forth in Section
5.01(a) above.
(c) On each Distribution Date, the Securities Administrator shall
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 and Group II Interest Remittance Amount remaining for such Distribution
Date:
(i) sequentially, to the Holders of the Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
Class M-9, Class M-10 and Class M-11 Certificates, in that order, to
the extent of the Interest Distribution Amount allocable to each
such Class.
(d) On each Distribution Date (a) prior to the Stepdown Date or (b)
on which a Trigger Event is in effect, the Securities Administrator shall
withdraw from the Distribution Account to the extent on deposit therein an
amount equal to the Group I Principal Distribution Amount and Group II Principal
Distribution Amount and distribute to the Certificateholders the following
amounts, in the following order of priority:
(i) The Group I Principal Distribution Amount shall be
distributed in the following order of priority:
(A) first, to the Swap Account, an amount equal to the
Group I Allocation Percentage of (i) any Net Swap Payment owed
to the Swap Provider and (ii) any Swap Termination Payment
owed to the Swap Provider not due to a Swap Provider Trigger
Event to the extent not paid from the Interest Remittance
Amount on such Distribution Date;
(B) second, to the Holders of the Class A-1
Certificates, until the Certificate Principal Balance of such
Class has been reduced to zero; and
(C) third, sequentially, to the Holders of the Class
A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, in
that order, after taking into account the distribution of the
Group II Principal Distribution Amount as described in Section
5.01(d)(ii) below, until the Certificate Principal Balance of
each such Class has been reduced to zero.
(ii) The Group II Principal Distribution Amount shall be
distributed in the following order of priority:
(A) first, to the Swap Account, an amount equal to the
Group II Allocation Percentage of (i) any Net Swap Payment
owed to the Swap Provider and (ii) any Swap Termination
Payment owed to the Swap Provider not due to a Swap Provider
Trigger Event to the extent not paid from the Interest
Remittance Amount on such Distribution Date;
(B) second, sequentially, to the Holders of the Class
A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, in
that order, until the Certificate Principal Balance of each
such Class has been reduced to zero; and
(C) third, to the Holders of the Class A-1 Certificates
after taking into account the distribution of the Group I
Principal Distribution Amount as described in Section
5.01(d)(i) above, until the Certificate Principal Balance of
such Class has been reduced to zero.
(iii) The Group I Principal Distribution Amount and Group II
Principal Distribution Amount remaining after distributions pursuant
to Sections 5.01(d)(i) and (ii) above shall be distributed
sequentially, to the Holders of the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,
Class M-10 and Class M-11 Certificates, in that order, in each case,
until the Certificate Principal Balance of each such Class has been
reduced to zero.
(e) On each Distribution Date (a) on or after the Stepdown Date and
(b) on which a Trigger Event is not in effect, the Securities Administrator
shall withdraw from the Distribution Account to the extent on deposit therein an
amount equal to the Group I Principal Distribution Amount and Group II Principal
Distribution Amount and distribute to the Certificateholders the following
amounts, in the following order of priority:
(i) The Group I Principal Distribution Amount shall be
distributed in the following order of priority:
(A) first, to the Swap Account, an amount equal to the
Group I Allocation Percentage of (i) any Net Swap Payment owed
to the Swap Provider and (ii) any Swap Termination Payment
owed to the Swap Provider not due to a Swap Provider Trigger
Event to the extent not paid from the Interest Remittance
Amount on such Distribution Date;
(B) second, to the Holders of the Class A-1
Certificates, the Class A-1 Allocation Percentage of the Class
A Principal Distribution Amount, until the Certificate
Principal Balance of such Class has been reduced to zero; and
(C) third, sequentially, to the Holders of the Class
A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, in
that order, after taking into account the distribution of the
Group II Principal Distribution Amount pursuant to Section
5.01(e)(ii) below, up to an amount equal to the amount, if
any, of the Class A-2 Allocation Percentage of the Class A
Principal Distribution Amount remaining unpaid on such
Distribution Date, until the Certificate Principal Balance of
each such Class has been reduced to zero.
(ii) The Group II Principal Distribution Amount shall be
distributed in the following order of priority:
(A) first, to the Swap Account, an amount equal to the
Group II Allocation Percentage of (i) any Net Swap Payment
owed to the Swap Provider and (ii) any Swap Termination
Payment owed to the Swap Provider not due to a Swap Provider
Trigger Event to the extent not paid from the Interest
Remittance Amount on such Distribution Date;
(B) second, sequentially, to the Holders of the Class
A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, in
that order, the Class A-2 Allocation Percentage of the Class A
Principal Distribution Amount, until the Certificate Principal
Balance of each such Class has been reduced to zero; and
(C) third, to the Holders of the Class A-1 Certificates,
after taking into account the distribution of the Group I
Principal Distribution Amount pursuant to Section 5.01(e)(i)
above, up to an amount equal to the amount, if any, of the
Class A-1 Allocation Percentage of the Class A Principal
Distribution Amount remaining unpaid on such Distribution
Date, until the Certificate Principal Balance of such
Certificates has been reduced to zero.
(iii) The Principal Distribution Amount remaining after
distributions pursuant to Sections 5.01(e)(i) and (ii) above shall
be distributed in the following order of priority in each case to
the extent of the Principal Distribution Amount remaining:
(A) first, to the Holders of the Class M-1 Certificates,
the Class M-1 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-1 Certificates
has been reduced to zero;
(B) second, to the Holders of the Class M-2
Certificates, the Class M-2 Principal Distribution Amount,
until the Certificate Principal Balance of the Class M-2
Certificates has been reduced to zero;
(C) third, to the Holders of the Class M-3 Certificates,
the Class M-3 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-3 Certificates
has been reduced to zero;
(D) fourth, to the Holders of the Class M-4
Certificates, the Class M-4 Principal Distribution Amount,
until the Certificate Principal Balance of the Class M-4
Certificates has been reduced to zero;
(E) fifth, to the Holders of the Class M-5 Certificates,
the Class M-5 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-5 Certificates
has been reduced to zero;
(F) sixth, to the Holders of the Class M-6 Certificates,
the Class M-6 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-6 Certificates
has been reduced to zero;
(G) seventh, to the Holders of the Class M-7
Certificates, the Class M-7 Principal Distribution Amount,
until the Certificate Principal Balance of the Class M-7
Certificates has been reduced to zero;
(H) eighth, to the Holders of the Class M-8
Certificates, the Class M-8 Principal Distribution Amount,
until the Certificate Principal Balance of the Class M-8
Certificates has been reduced to zero;
(I) ninth, to the Holders of the Class M-9 Certificates,
the Class M-9 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-9 Certificates
has been reduced to zero;
(J) tenth, to the Holders of the Class M-10
Certificates, the Class M-10 Principal Distribution Amount,
until the Certificate Principal Balance of the Class M-10
Certificates has been reduced to zero; and
(K) eleventh, to the Holders of the Class M-11
Certificates, the lesser of the Class M-11 Principal
Distribution Amount, until the Certificate Principal Balance
of the Class M-11 Certificates has been reduced to zero.
Notwithstanding the priority of distributions described in Section
5.01(d) and (e) with respect to the Class A-2A, Class A-2B, Class A-2C and Class
A-2D Certificates, on any Distribution Date which occurs after the Certificate
Principal Balances of the Mezzanine Certificates have been reduced to zero,
distributions in respect of principal to the Class A-2A, Class A-2B, Class A-2C
and Class A-2D Certificates will be made on a pro rata basis, based on the
Certificate Principal Balance of each such Class, until the Certificate
Principal Balance of each such Class has been reduced to zero.
(f) On each Distribution Date, the Net Monthly Excess Cashflow (or,
in the case of clause (i) below, the Net Monthly Excess Cashflow exclusive of
any Overcollateralization Reduction Amount) shall be distributed as follows:
(i) to the Holders of the Class or Classes of Certificates
then entitled to receive distributions in respect of principal, in
an amount equal to the Overcollateralization Increase Amount,
distributable to such Holders in accordance with the priorities set
forth in Section 5.01(d) and (e) above;
(ii) sequentially, to the Holders of the Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
Class M-9, Class M-10 and Class M-11 Certificates, in that order, in
each case, in an amount equal to the Interest Carry Forward Amount
allocable to each such Class;
(iii) sequentially, to the Holders of the Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
order, in an amount equal to the Allocated Realized Loss Amount
allocable to each such Class;
(iv) concurrently, to the Holders of the Class A Certificates,
in an amount equal to such Certificates' allocated share of any
Prepayment Interest Shortfalls on the Mortgage Loans to the extent
not covered by payments pursuant to Section 3.22 or 4.18 of this
Agreement and any shortfalls resulting from the application of the
Relief Act or similar state or local law or the bankruptcy code with
respect to the Mortgage Loans to the extent not previously
reimbursed pursuant to Section 1.02;
(v) sequentially, to the Holders of the Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
Class M-9, Class M-10 and Class M-11 Certificates, in that order, in
an amount equal to such Certificates' share of any Prepayment
Interest Shortfalls on the Mortgage Loans to the extent not covered
by payments pursuant to Sections 3.22 or Section 4.18 of this
Agreement and any Relief Act Interest Shortfall, in each case that
were allocated to such Class for such Distribution Date and for any
prior Distribution Date, to the extent not previously reimbursed
pursuant to Section 1.02;
(vi) to the Reserve Fund, the amount by which the Net WAC Rate
Carryover Amounts, if any, with respect to the Class A Certificates
and Mezzanine Certificates exceeds the amount in the Reserve Fund
that was not distributed on prior Distribution Dates;
(vii) to the Swap Account, an amount equal to any Swap
Termination Payment owed to the Swap Provider due to a Swap Provider
Trigger Event pursuant to the Swap Agreement;
(viii) to the Holders of the Class CE Certificates the
Interest Distribution Amount and any Overcollateralization Reduction
Amount for such Distribution Date; and
(ix) to the Holders of the Class R Certificates, in respect of
the Class LT-R Interest and Class UT-R Interest, any remaining
amounts in the Lower Tier REMIC and Upper Tier REMIC, respectively;
provided that if such Distribution Date is the Distribution Date
immediately following the expiration of the latest Prepayment Charge
term as identified on the Mortgage Loan Schedule or any Distribution
Date thereafter, then any such remaining amounts will be distributed
first, to the Holders of the Class P Certificates, until the
Certificate Principal Balance thereof has been reduced to zero and
second, to the Holders of the Class R Certificates as described
above.
On each Distribution Date, after making the distributions of the
Available Distribution Amount as set forth above, the Securities Administrator
will first, withdraw from the Reserve Fund all income from the investment of
funds in the Reserve Fund and distribute such amount to the Holders of the Class
CE Certificates, and second, withdraw from the Reserve Fund, to the extent of
amounts remaining on deposit therein, the amount of any Net WAC Rate Carryover
Amount for such Distribution Date and distribute such amount first, concurrently
to the Classes of Class A Certificates, pro rata according to the Certificate
Principal Balances of such classes, second, sequentially, to the Class X-0,
Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
Class M-9, Class M-10 and Class M-11 Certificates, in that order, in each case
to the extent any Net WAC Rate Carryover Amount for each such Class.
(g) On the second Business Day prior to each Distribution Date, Net
Swap Payments and Swap Termination Payments (other than Swap Termination
Payments resulting from a Swap Provider Trigger Event) payable from funds in the
Swap Account to the Swap Provider pursuant to the Swap Agreement shall be
remitted to the Swap Account, first to make any Net Swap Payment owed to the
Swap Provider pursuant to the Swap Agreement for such Distribution Date, and
second to make any Swap Termination Payment (not due to a Swap Provider Trigger
Event) owed to the Swap Provider pursuant to the Swap Agreement for such
Distribution Date. Any Swap Termination Payment triggered by a Swap Provider
Trigger Event owed to the Swap Provider pursuant to the Swap Agreement shall be
paid pursuant to Section 5.01(f)(vii).
(h) On each Distribution Date, following, with respect to any Net
Swap Payment made by the Swap Provider only, the distribution of the Net Monthly
Excess Cashflow and withdrawals from the Reserve Fund, the Securities
Administrator will withdraw any amounts in the Swap Account and distribute such
amounts in the following order of priority:
(i) first, to the Swap Provider, any Net Swap Payment owed to
the Swap Provider pursuant to the Swap Agreement for such
Distribution Date;
(ii) second, to the Swap Provider, any Swap Termination
Payment owed to the Swap Provider not due to a Swap Provider Trigger
Event pursuant to the Swap Agreement;
(iii) third, concurrently, to each Class of Class A
Certificates, the related Senior Interest Distribution Amount
remaining undistributed after the distributions of the Group I
Interest Remittance Amount and the Group II Interest Remittance
Amount, pro rata, based on such respective remaining Senior Interest
Distribution Amounts;
(iv) fourth, sequentially, to the Class X-0, Xxxxx X-0, Class
M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class
M-9, Class M-10 and Class M-11 Certificates, in that order, the
related Interest Distribution Amount and Interest Carry Forward
Amount, to the extent remaining undistributed after the
distributions of the Group I Interest Remittance Amount, the Group
II Interest Remittance Amount and the Net Monthly Excess Cashflow;
(v) fifth, to the holders of the Class or Classes of
Certificates then entitled to receive distributions in respect of
principal, in an amount necessary to maintain the Required
Overcollateralization Amount after taking into account distributions
made pursuant to Section 5.01(f)(i) above; provided that this
amount, together with all other amounts paid to the
Certificateholders on all prior Distribution Dates, pursuant to this
item fifth, may not exceed the cumulative amount of Realized Losses
incurred on the Mortgage Pool from and after the Cut-off Date;
(vi) sixth, concurrently, to each Class of Class A
Certificates, the related Net WAC Rate Carryover Amount, to the
extent remaining undistributed after distributions of Net Monthly
Excess Cashflow on deposit in the Reserve Fund, pro rata, based on
such respective Net WAC Rate Carryover Amounts remaining;
(vii) seventh, sequentially, to the Class X-0, Xxxxx X-0,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
Class M-9, Class M-10 and Class M-11 Certificates, in that order,
the related Net WAC Rate Carryover Amount, to the extent remaining
undistributed after distributions are made from the Reserve Fund;
(viii) eighth, sequentially, to the Class X-0, Xxxxx X-0,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
Class M-9, Class M-10 and Class M-11 Certificates, in that order, in
each case up to the related Allocated Realized Loss Amount for such
Distribution Date remaining undistributed after distribution of the
Net Monthly Excess Cashflow;
(ix) ninth, to the Swap Provider, an amount equal to any Swap
Termination Payment owed to the Swap Provider due to a Swap Provider
Trigger Event pursuant to the Swap Agreement; and
(x) tenth, to the Class CE Certificates, any remaining
amounts.
(i) On each Distribution Date, the Securities Administrator shall
withdraw any amounts then on deposit in the Distribution Account that represent
Prepayment Charges and shall distribute such amounts to the Class P
Certificateholders as described in Section 5.01(f)(ix).
(j) All distributions made with respect to each Class of
Certificates on each Distribution Date shall be allocated pro rata among the
outstanding Certificates in such Class based on their respective Percentage
Interests. Payments in respect of each Class of Certificates on each
Distribution Date will be made to the Holders of the respective Class of record
on the related Record Date (except as otherwise provided in Section 5.01(i) or
Section 10.01 respecting the final distribution on such Class), based on the
aggregate Percentage Interest represented by their respective Certificates, and
shall be made by wire transfer of immediately available funds to the account of
any such Holder at a bank or other entity having appropriate facilities
therefor, if such Holder shall have so notified the Securities Administrator in
writing at least five (5) Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Certificates
having an initial aggregate Certificate Principal Balance that is in excess of
the lesser of (i) $5,000,000 or (ii) two-thirds of the initial Certificate
Principal Balance of such Class of Certificates, or otherwise by check mailed by
first class mail to the address of such Holder appearing in the Certificate
Register. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Securities Administrator or such other location
specified in the notice to Certificateholders of such final distribution.
Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. 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, the Servicer, the Securities
Administrator or the Master Servicer shall have any responsibility therefor
except as otherwise provided by this Agreement or applicable law.
(k) Subsequent Recoveries. On each Distribution Date, following all
distributions on the Certificates pursuant to Section 5.01(a)-(j), an amount
equal to the amount of Subsequent Recoveries deposited into the Collection
Account pursuant to Section 3.08 and included in the Available Distribution
Amount for such Distribution Date will 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 5.05 and not previously reimbursed to such
Class with Net Monthly Excess Cashflow pursuant to Section 5.01(f). An amount
equal to the amount of any remaining Subsequent Recoveries will 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 5.05 and not
previously reimbursed to such Class with Net Monthly Excess Cashflow pursuant to
Section 5.01(f), and so on. Holders of such Certificates will not be entitled to
any distribution in respect of interest on the amount of such increases for any
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.
(l) It is the intention of all of the parties hereto that the Class
CE Certificates receive all principal and interest received by the Trust on the
Mortgage Loans that is not otherwise distributable to any other Class of Regular
Certificates or REMIC Regular Interests. If the Securities Administrator
determines that the Residual Certificates are entitled to any distributions, the
Securities Administrator, prior to any such distribution to any Residual
Certificate, shall notify the Depositor of such impending distribution. Upon
such notification, the Depositor will request an amendment to this Agreement to
revise such mistake in the distribution provisions. The Residual Certificate
Holders, by acceptance of their Certificates, and the Servicer hereby so agree
and no further consent shall be necessary, notwithstanding anything to the
contrary in Section 12.01 of this Agreement.
(m) The rights of the Certificateholders to receive distributions in
respect of the Certificates, and all interests of the Certificateholders in such
distributions, shall be as set forth in this Agreement. None of the Holders of
any Class of Certificates, the Trustee, the Servicer, the Securities
Administrator or the Master Servicer shall in any way be responsible or liable
to the Holders of any other Class of Certificates in respect of amounts properly
previously distributed on the Certificates.
(n) Except as otherwise provided in Section 10.01, whenever the
Securities Administrator expects that the final distribution with respect to any
Class of Certificates will be made on the next Distribution Date, the Securities
Administrator shall, no later than three (3) days before the related
Distribution Date, mail to each Holder on such date of such Class of
Certificates a notice to the effect that:
(i) the Securities Administrator expects that the final
distribution with respect to such Class of Certificates will be made
on such Distribution Date but only upon presentation and surrender
of such Certificates at the office of the Securities Administrator
therein specified, and
(ii) no interest shall accrue on such Certificates from and
after the end of the related Accrual Period.
Any funds not distributed to any Holder or Holders of Certificates
of such Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
in trust by the Securities Administrator and credited to the account of the
appropriate non-tendering Holder or Holders. If any Certificates as to which
notice has been given pursuant to this Section 5.01(n) shall not have been
surrendered for cancellation within six months after the time specified in such
notice, the Securities Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Securities Administrator shall, directly
or through an agent, mail a final notice to the remaining non-tendering
Certificateholders concerning surrender of their Certificates but shall continue
to hold any remaining funds for the benefit of non-tendering Certificateholders.
The costs and expenses of maintaining the funds in trust and of contacting such
Certificateholders shall be paid out of the assets remaining in such trust fund.
If within one year after the final notice any such Certificates shall not have
been surrendered for cancellation, the Securities Administrator shall pay to the
Depositor all such amounts, and all rights of non-tendering Certificateholders
in or to such amounts shall thereupon cease. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust by the Securities
Administrator as a result of such Certificateholder's failure to surrender its
Certificate(s) on the final Distribution Date for final payment thereof in
accordance with this Section 5.01(j). Any such amounts held in trust by the
Securities Administrator shall be held uninvested in an Eligible Account.
(o) Notwithstanding anything to the contrary herein, (i) in no event
shall the Certificate Principal Balance of a Class A Certificate or a Mezzanine
Certificate be reduced more than once in respect of any particular amount both
(a) allocated to such Certificate in respect of Realized Losses pursuant to
Section 5.05 and (b) distributed to the Holder of such Certificate in reduction
of the Certificate Principal Balance thereof pursuant to this Section 5.01 from
Net Monthly Excess Cashflow and (ii) in no event shall the Uncertificated
Balance of an Upper Tier REMIC Regular Interest be reduced more than once in
respect of any particular amount both (a) allocated to such Upper Tier REMIC
Regular Interest in respect of Realized Losses pursuant to Section 5.05 and (b)
distributed on such Upper Tier REMIC Regular Interest in reduction of the
Uncertificated Balance thereof pursuant to this Section 5.01.
Section 5.02 Statements to Certificateholders. (a) On each
Distribution Date, the Securities Administrator (based on the information set
forth in the Servicer Report for such Distribution Date and information provided
by the counterparty to the Interest Rate Swap Agreement with respect to payments
made pursuant to the Interest Rate Swap Agreement) shall make available to each
Holder of the Certificates and the Credit Risk Manager, a statement as to the
distributions made on such Distribution Date setting forth:
(i) the applicable Record Date and Determination Date;
(ii) the amount of the distribution made on such Distribution
Date to the Holders of each Class of Regular Certificates 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;
(iii) 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;
(iv) the Overcollateralized Amount, the Overcollateralization
Reduction Amount, the Overcollateralization Increase Amount and the
Required Overcollateralization Amount as of such Distribution Date;
(v) the aggregate Servicing Fee received by the Servicer with
respect to the related Due Period;
(vi) the amount of any other fees or expenses paid, and the
identity of the party receiving such fees or expenses;
(vii) the aggregate amount of P&I Advances for the related Due
Period;
(viii) the aggregate amount of interest and scheduled
principal received or advanced by the Servicer with respect to the
related Due Period;
(ix) the number, aggregate principal balance, weighted average
remaining term to maturity and weighted average Mortgage Rate of the
Mortgage Loans as of the related Due Date;
(x) the number and aggregate unpaid principal balance of
Mortgage Loans (except those Mortgage Loans that are liquidated as
of the end of the related Prepayment Period) 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 (not including Principal
Prepayments in full as of the end of the related Prepayment Period)
and (D) REO Properties determined in accordance with the OTS method;
(xi) the total number and cumulative principal balance of all
Liquidated Mortgage Loans as of the Close of Business of the last
day of the preceding Prepayment Period, prior to the reduction of
each principal balance to zero;
(xii) the total number and cumulative principal balance of all
REO Properties as of the Close of Business of the last day of the
preceding Prepayment Period;
(xiii) the aggregate amount of Principal Prepayments in full,
the aggregate amount of Principal Prepayments in part and Net
Liquidation Proceeds made during the related Prepayment Period;
(xiv) the aggregate amount of Realized Losses incurred during
the related Prepayment Period and the cumulative amount of Realized
Losses;
(xv) unless otherwise set forth in the Form 10-D relating to
such Distribution Date, any material modifications, extensions or
waivers to the terms of the Mortgage Loans during the Due Period or
that have cumulatively become material over time;
(xvi) unless otherwise set forth in the Form 10-D relating to
such Distribution Date, any material breaches of Mortgage Loan
representations or warranties or covenants in the Agreement;
(xvii) the aggregate amount of Extraordinary Trust Fund
Expenses withdrawn from the Collection Account for such Distribution
Date;
(xviii) the Certificate Principal Balance of each Class of
Class A Certificates, each class of Mezzanine Certificates and the
Class CE Certificates, after giving effect to the distributions made
on such Distribution Date;
(xix) the Accrued Certificate Interest in respect of each
Class of Class A Certificates, each class of Mezzanine Certificates
and the Class CE Certificates for such Distribution Date and the
Interest Carry Forward, if any, with respect to the Class A
Certificates, the Mezzanine Certificates and the Class CE
Certificates for such Distribution Date;
(xx) 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 3.22 or the Master
Servicer pursuant to Section 4.18;
(xxi) the Credit Enhancement Percentage for such Distribution
Date;
(xxii) the Net WAC Rate Carryover Amount for each class of
Class A Certificates and each class of Mezzanine Certificates, if
any, for such Distribution Date and the amount remaining unpaid
after reimbursements therefor on such Distribution Date;
(xxiii) the amount of any Net Swap Payments or Swap
Termination Payments (a) due from the Trust and (b) due from the
Swap Provider;
(xxiv) when the Stepdown Date or a Trigger Event is in effect;
(xxv) the Available Distribution Amount;
(xxvi) the respective Pass-Through Rates applicable to each
Class of Class A Certificates, each Class of Mezzanine Certificates
and the Class CE Certificates for such Distribution Date and the
Pass-Through Rate applicable to each Class of Class A Certificates
and each class of Mezzanine Certificates for the immediately
succeeding Distribution Date;
(xxvii) any Class CE Shortfall Amount paid by a Class of Class
A Certificates or Mezzanine Certificates to the Class CE
Certificates, and
(xxviii) the amount on deposit in the Reserve Fund.
The Securities Administrator will make such statement (and, at its
option, any additional files containing the same information in an alternative
format) available each month to the Certificateholders and the Rating Agencies
via the Securities Administrator's internet website. The Securities
Administrator's internet website shall initially be located at
http:\\xxx.xxxxxxx.xxx and assistance in using the website can be obtained by
calling the Securities Administrator's customer service desk at 0-000-000-0000.
Parties that are unable to use the above distribution options are entitled to
have a paper copy mailed to them via first class mail by calling the customer
service desk and indicating such. The Securities Administrator shall have the
right to change the way such statements are distributed in order to make such
distribution more convenient and/or more accessible to the above parties and the
Securities Administrator shall provide timely and adequate notification to all
above parties regarding any such changes.
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 $1,000 original dollar amount as of the Cut-off Date
per Single Certificate of the relevant Class.
(b) Within a reasonable period of time after the end of each
calendar year, the Securities Administrator shall furnish upon request to each
Person who at any time during the calendar year was a Certificateholder of a
Regular Certificate a statement containing the information set forth in
subclauses (i) through (iii) above, aggregated for such calendar year or
applicable portion thereof during which such person was a Certificateholder.
Such obligation of the Securities Administrator shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Securities Administrator pursuant to any requirements of the
Code as from time to time are in force.
(c) Within a reasonable period of time after the end of each
calendar year, the Securities Administrator shall deliver to each Person who at
any time during the calendar year was a Residual Certificateholder, if requested
in writing by such Person, such information as is reasonably necessary to
provide to such Person a statement containing the information provided pursuant
to the previous paragraph aggregated for such calendar year or applicable
portion thereof during which such Person was a Residual Certificateholder. Such
obligation of the Securities Administrator shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
prepared and furnished to Certificateholders by the Securities Administrator
pursuant to any requirements of the Code as from time to time in force.
(d) The Securities Administrator shall, upon request, furnish to
each Certificateholder or Certificate Owner during the term of this Agreement,
such periodic, special, or other reports or information, whether or not provided
for herein, as shall be reasonable with respect to the Certificate Owner or
Certificateholder, as applicable, or otherwise with respect to the purposes of
this Agreement, all such reports or information to be provided at the expense of
the Certificateholder or Certificate Owner, in accordance with such reasonable
and explicit instructions and directions as the Certificateholder or Certificate
Owner may provide.
(e) On each Distribution Date the Securities Administrator shall
provide Bloomberg Financial Markets, L.P. ("Bloomberg") CUSIP level factors for
each class of Certificates as of such Distribution Date, using a format and
media mutually acceptable to the Securities Administrator and Bloomberg.
Section 5.03 Servicer Reports; P&I Advances. (a) Not later than the
tenth (10th) calendar day of each month, or if such day is not a Business Day,
the Business Day immediately preceding such day, the Servicer shall furnish to
the Master Servicer a delinquency report in the form set forth in Exhibit Q-1, a
monthly remittance advice in the form set forth in Exhibit Q-2, and a realized
loss report in the form set forth in Exhibit Q-3, each in a mutually agreeable
electronic format, as to the remittance on such Remittance Date and as to the
period ending on the last day of the month preceding such Remittance Date. In
connection with prepayments in full, the Servicer will use its best efforts to
deliver to the Master Servicer no later than three Business Days following the
13th calendar day of each month, a monthly payoff remittance advice. The
information required by Exhibit Q-1 is limited to that which is readily
available to the Servicer and is mutually agreed to by the Servicer and the
Master Servicer. The information required by Exhibits Q-1, Q-2 and Q-3 shall
contain such information with respect to the Mortgage Loans and the related
Distribution Date as is reasonably available to the Servicer as the Master
Servicer or the Securities Administrator may reasonably require so as to enable
the Master Servicer to master service the Mortgage Loans and oversee the
servicing by the Servicer and the Securities Administrator to fulfill its
obligations hereunder with respect to securities and tax reporting.
(b) The amount of P&I Advances to be made by the Servicer on any
Distribution Date shall equal, subject to Section 5.03(d), (i) the aggregate
amount of Monthly Payments (net of the related Servicing Fees), due during the
related Due Period in respect of the Mortgage Loans, which Monthly Payments were
delinquent as of the close of business on the related Determination Date and
(ii) with respect to each REO Property serviced by the Servicer, which REO
Property was acquired during or prior to the related Prepayment Period and as to
which such REO Property an REO Disposition did not occur during the related
Prepayment Period, an amount equal to the excess, if any, of the REO Imputed
Interest on such REO Property for the most recently ended calendar month, over
the net income from such REO Property deposited in the Collection Account
pursuant to Section 3.21 for distribution on such Distribution Date; provided,
however, the Servicer shall not be required to make P&I Advances with respect to
Relief Act Interest Shortfalls, or with respect to Prepayment Interest
Shortfalls in excess of its obligations under Section 3.22.
On the Servicer Remittance Date, the Servicer shall remit in
immediately available funds to the Securities Administrator for deposit in the
Distribution Account an amount equal to the aggregate amount of P&I 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 any Amounts Held For Future Distribution on
deposit therein (in which case it will cause to be made an appropriate entry in
the records of the Collection Account that Amounts Held For Future Distribution
have been, as permitted by this Section 5.03, used by the Servicer in discharge
of any such P&I Advance) or (iii) in the form of any combination of (i) and (ii)
aggregating the total amount of P&I Advances to be made by the Servicer with
respect to the Mortgage Loans and REO Properties. In addition, the Servicer
shall have the right to reimburse itself for any outstanding P&I Advance made
from its own funds from Amounts Held for Future Distribution. Any Amounts Held
For Future Distribution used by the Servicer to make P&I Advances or to
reimburse itself for outstanding P&I Advances shall be appropriately reflected
in the Servicer's records and replaced by the Servicer by deposit in the
Collection Account no later than the close of business on the Servicer
Remittance Date immediately following the Due Period or Prepayment Period for
which such amounts relate. The Securities Administrator will notify the Servicer
and the Master Servicer by the close of business on the Business Day prior to
the Distribution Date in the event that the amount remitted by the Servicer to
the Securities Administrator on such date is less than the P&I Advances required
to be made by the Servicer for the related Distribution Date.
(c) The obligation of the Servicer to make such P&I Advances is
mandatory, notwithstanding any other provision of this Agreement but subject to
(d) below, and, with respect to any Mortgage Loan or REO Property, shall
continue until a Final Recovery Determination in connection therewith or the
removal thereof from the Trust Fund pursuant to any applicable provision of this
Agreement, except as otherwise provided in this Section.
(d) Notwithstanding anything herein to the contrary, no P&I Advance
or Servicing Advance shall be required to be made hereunder by the Servicer if
such P&I Advance or Servicing Advance would, if made, constitute a
Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance, respectively.
The determination by the Servicer that it has made a Nonrecoverable P&I Advance
or a Nonrecoverable Servicing Advance or that any proposed P&I Advance or
Servicing Advance, if made, would constitute a Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance, respectively, shall be evidenced by a
certification of a Servicing Officer delivered to the Master Servicer.
(e) Subject to and in accordance with the provisions of Article
VIII, in the event the Servicer fails to make any required P&I Advance, then the
Trustee (in its capacity as successor servicer) or any other successor Servicer
shall be required to make such P&I Advance on the Distribution Date on which the
Servicer was required to make such Advance, subject to its determination of
recoverability.
Section 5.04 Swap Account. (a) No later than the Closing Date, on
behalf of the Trust Fund, the Securities Administrator shall establish and
maintain a separate, segregated trust account to be held in trust for the
benefit of the Trustee, the Trust Fund and the Certificateholders. Such account
shall be an Eligible Account and funds on deposit therein shall be held separate
and apart from, and shall not be commingled with, any other moneys, including,
without limitation, other moneys of the Trust Fund held pursuant to this
Agreement. Amounts therein shall be held uninvested.
(b) On the Business Day prior to each Distribution Date, prior to
any distribution to any Certificate, the Securities Administrator 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 swap
agreement) from funds collected and received with respect to the Mortgage Loans
prior to the determination of Available Distribution Amount and (ii) amounts
received by the Securities Administrator for distribution in accordance with
subsection (d) below. 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 the Class CE-IO Interest to the extent of the amount
distributable on such Class on such Distribution Date, and any remaining amount
shall be deemed paid to the Swap Provider by the Class CE Certificateholders in
respect of a Class CE Shortfall Amount (as defined below) payable by the Class A
and Mezzanine Certificateholders to the Class CE Certificateholders.
(c) For federal income tax purposes, the Swap Account shall be owned
by the Holders of the Class CE Certificates. The Swap Account shall be an
"outside reserve fund" for federal income tax purposes, beneficially owned by
such Holders, who shall receive all income thereon or any reimbursement from the
Trust REMICs with respect thereto, and not an asset of either Trust REMIC.
(d) On the Business Day prior to each Distribution Date, the
Securities Administrator will be required to deposit into the Swap Account the
Net Swap Payment received from Swap Provider starting from the Distribution Date
in August 2006 to (and including) the Distribution Date in July 2011.
(e) The Trustee shall treat the Holders of Certificates (other than
the Class P, Class CE and Residual Certificates) as having entered into a
notional principal contract with respect to the Holders of the Class CE
Certificates. Pursuant to each such notional principal contract, all Holders of
Certificates (other than the Class P, Class CE and Residual Certificates) shall
be treated as having agreed to pay, on each Distribution Date, to the Holder of
the Class CE Certificates an aggregate amount equal to the excess, if any, of
(i) the amount payable on such Distribution Date on the Corresponding Upper Tier
Regular Interest over (ii) the amount payable on such Class of Certificates on
such Distribution Date (such excess, a "Class CE Shortfall Amount"). A Class CE
Shortfall Amount payable from interest collections shall be allocated pro rata
among such Certificates based on the amount of interest otherwise payable to
such Certificates, and a Class CE Shortfall Amount payable from principal
collections shall be allocated to the most subordinate Class of Certificates
with an outstanding principal balance to the extent of such balance. In
addition, pursuant to such notional principal contract, the Holder of the Class
CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover
Amounts to the Holders of the Certificates (other than the Class CE, Class P and
Residual Certificates) in accordance with the terms of this Agreement. Any
payments to the Certificates from amounts deemed received in respect of this
notional principal contract shall not be payments with respect to a Regular
Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any
payment from the Certificates (other than the Class CE, Class P and Residual
Certificates) of a Class CE Shortfall Amount shall be treated for tax purposes
as having been received by the Holders of such Certificates in respect of their
interests in the Upper Tier REMIC and as having been paid by such Holders to the
Trust pursuant to the notional principal contract. Thus, each Certificate (other
than the Class P and Residual Certificates) shall be treated as representing not
only ownership of Regular Interests in the Upper Tier REMIC, but also ownership
of an interest in, and obligations with respect to, a notional principal
contract.
Section 5.05 Allocation of Realized Losses. (a) All Realized Losses
on the Mortgage Loans allocated to any Lower Tier REMIC Regular Interest
pursuant to Section 5.05(b) on the Mortgage Loans shall be allocated by the
Securities Administrator on each Distribution Date as follows: first, to Net
Monthly Excess Cashflow; second, to the principal balance of the Class CE
Certificates until the Overcollateralization Amount is reduced to zero; third,
to the Class M-11 Certificates until the Certificate Principal Balance of the
Class M-11 Certificates has been reduced to zero, fourth, to the Class M-10
Certificates until the Certificate Principal Balance of the Class M-10
Certificates has been reduced to zero, fifth, to the Class M-9 Certificates
until the Certificate Principal Balance of the Class M-9 Certificates has been
reduced to zero, sixth, to the Class M-8 Certificates, until the Certificate
Principal Balance of the Class M-8 Certificates, has been reduced to zero,
seventh, to the Class M-7 Certificates, until the Certificate Principal Balance
of the Class M-7 Certificates has been reduced to zero; eighth, to the Class M-6
Certificates, until the Certificate Principal Balance of the Class M-6
Certificates has been reduced to zero; ninth, to the Class M-5 Certificates,
until the Certificate Principal Balance of the Class M-5 Certificates has been
reduced to zero; tenth, to the Class M-4 Certificates, until the Certificate
Principal Balance of the Class M-4 Certificates has been reduced to zero;
eleventh, to the Class M-3 Certificates, until the Certificate Principal Balance
of the Class M-3 Certificates has been reduced to zero; twelfth, to the Class
M-2 Certificates, until the Certificate Principal Balance of the Class M-2
Certificates has been reduced to zero; and thirteenth, to the Class M-1
Certificates, until the Certificate Principal Balance of the Class M-1
Certificates has been reduced to zero. All Realized Losses to be allocated to
the Overcollateralization Amount or 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 Overcollateralization Amount or the Certificate Principal Balance of any
Class of Certificates shall be to the Overcollateralization Amount or 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. The
Realized Losses allocated pursuant to clauses first and second above shall be
allocated to the Class CE Interest, and the Realized Losses allocated pursuant
to clauses third through thirteenth above shall be allocated to the
corresponding Upper Tier REMIC Regular Interest. Realized Losses shall be
allocated to the Lower Tier REMIC Regular Interests as set forth in the
Preliminary Statement.
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
CE Certificate shall be made by reducing the amount otherwise payable in respect
thereof pursuant to Section 5.01(f)(viii). No allocations of any Realized Losses
shall be made to the Certificate Principal Balances of the Class A Certificates
or Class P Certificates.
Section 5.06 Tax Treatment of Swap Payments and Swap Termination
Payments. For federal income tax purposes, each holder of a Class A or Mezzanine
Certificate is deemed to own an undivided beneficial ownership interest in a
REMIC regular interest and the right to receive payments from the Swap Account
in respect of the Net WAC Rate Carryover Amount and the obligation to make
payments to the Swap Account in respect of the Class CE Shortfall Amount. For
federal income tax purposes, the Securities Administrator 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 (other
than Net WAC Carryover Amounts) from the Upper Tier REMIC but without reduction
for any Class CE Shortfall Amount (including any Swap Termination Payment or
obligation under the Interest Rate Swap Agreement) and subsequently paying their
portion of any Net Swap Payment or Swap Termination Payment constituting a Class
CE Shortfall Amount. In the event that any such Class is resecuritized in a
REMIC, the obligation to pay the Class CE Shortfall Amount will be made by one
or more of the regular interests issued by the resecuritization REMIC subsequent
to such regular interest receiving its full payment from any such Class A or
Mezzanine Certificate. Resecuritization of any Class A or Mezzanine Certificate
in a REMIC will be permissible only if the Securities Administrator hereunder is
the trustee in such resecuritization.
Section 5.07 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee and the
Securities Administrator shall comply with all federal withholding requirements
respecting payments to Certificateholders of interest or original issue discount
that the Trustee reasonably believes are applicable under the Code. The consent
of Certificateholders shall not be required for such withholding. In the event
the Securities Administrator does withhold any amount from interest or original
issue discount payments or advances thereof to any Certificateholder pursuant to
federal withholding requirements, the Securities Administrator shall indicate
the amount withheld to such Certificateholders.
Section 5.08 Reports Filed with Securities and Exchange Commission.
(a) Within 15 days after each Distribution Date (subject to permitted extensions
under the Exchange Act), the Securities Administrator shall prepare and file on
behalf of the Trust any Form 10-D required by the Exchange Act, in form and
substance as required by the Exchange Act. The Securities Administrator shall
file each Form 10-D with a copy of the related Monthly Statement attached
thereto. Any disclosure in addition to the Monthly Statement that is required to
be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported
by the parties set forth on Exhibit R to the Depositor and the Securities
Administrator and directed and approved by the Depositor pursuant to the
following paragraph, and the Securities Administrator will have no duty or
liability for any failure hereunder to determine or prepare any Additional Form
10-D Disclosure, except as set forth in the next paragraph.
(i) As set forth on Exhibit R hereto, within 5 calendar days
after the related Distribution Date, (i) the parties described on
Exhibit R shall be required to provide to the Securities
Administrator and to the Depositor, to the extent known by a
responsible officer thereof, in XXXXX-compatible format, or in such
other format as otherwise agreed upon by the Securities
Administrator and such party, the form and substance of any
Additional Form 10-D Disclosure, if applicable, together with an
Additional Disclosure Notification in the form of Exhibit T hereto
(an "Additional Disclosure Notification") and (ii) the Depositor
will approve, as to form and substance, or disapprove, as the case
may be, the inclusion of the Additional Form 10-D Disclosure on Form
10-D. The Securities Administrator has no duty under this Agreement
to monitor or enforce the performance by the parties listed on
Exhibit R of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-D
Disclosure information. The Depositor will be responsible for any
reasonable fees and expenses assessed or incurred by the Securities
Administrator in connection with including any Additional Form 10-D
Disclosure on Form 10-D pursuant to this paragraph.
(A) After preparing the Form 10-D, the Securities
Administrator shall, upon request, forward electronically a
copy of the Form 10-D to the Depositor (provided that such
Form 10-D includes any Additional Form 10-D Disclosure).
Within two Business Days after receipt of such copy, but no
later than the 12th calendar day after the Distribution Date,
the Depositor shall notify the Securities Administrator in
writing (which may be furnished electronically) of any changes
to or approval of such Form 10-D. In the absence of receipt of
any written changes or approval, or if the Depositor does not
request a copy of a Form 10-D, the Securities Administrator
shall be entitled to assume that such Form 10-D is in final
form and the Securities Administrator may proceed with the
execution and filing of the Form 10-D. A duly authorized
representative of the Master Servicer shall sign each Form
10-D. If a Form 10-D cannot be filed on time or if a
previously filed Form 10-D needs to be amended, the Securities
Administrator will follow the procedures set forth in Section
5.08(a)(v). Promptly (but no later than one Business Day)
after filing with the Commission, the Securities Administrator
will make available on its internet website a final executed
copy of each Form 10-D filed by the Securities Administrator.
Each party to this Agreement acknowledges that the performance
by the Master Servicer and the Securities Administrator of its
duties under this Section 5.08(a)(ii) related to the timely
preparation, execution and filing of Form 10-D is contingent
upon such parties strictly observing all applicable deadlines
in the performance of their duties under this Section
5.08(a)(ii). Form 10-D requires the registrant to indicate (by
checking "yes" or "no") that it "(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past
90 days." The Depositor hereby represents to the Securities
Administrator that the Depositor has filed all such required
reports during the preceding 12 months and that it has been
subject to such filing requirement for the past 90 days. The
Depositor shall notify the Securities Administrator in
writing, no later than the fifth calendar day after the
related Distribution Date with respect to the filing of a
report on Form 10-D, if the answer to the questions should be
"no." The Securities Administrator shall be entitled to rely
on such representations in preparing, executing and/or filing
any such Form 10-D. The Depositor acknowledges that the
performance by the Master Servicer and the Securities
Administrator of its duties under this Section 5.08(a)(ii)
related to the timely preparation, execution and filing of
Form 10-D is also contingent upon the Servicer, the Custodian
and any Servicing Function Participant strictly observing
deadlines no later than those set forth in this paragraph that
are applicable to the parties to this Agreement in the
delivery to the Securities Administrator of any necessary
Additional Form 10-D Disclosure pursuant to any related
servicing agreement, custodial agreement or any other
applicable agreement. Neither the Master Servicer nor the
Securities Administrator shall have any liability for any
loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare, execute and/or timely file
such Form 10-D, where such failure results from the Securities
Administrator's inability or failure to obtain or receive, on
a timely basis, any information from any other party hereto or
Servicing Function Participant needed to prepare, arrange for
execution or file such Form 10-D, not resulting from its own
negligence, bad faith or willful misconduct.
(ii) On or prior to the 90th day after the end of each fiscal
year of the Trust or such earlier date as may be required by the
Exchange Act (the "10-K Filing Deadline") (it being understood that
the fiscal year for the Trust ends on December 31st of each year),
commencing in March 2007, the Securities Administrator shall prepare
and file on behalf of the Trust a Form 10-K, in form and substance
as required by the Exchange Act. Each such Form 10-K shall include
the following items, in each case to the extent they have been
delivered to the Securities Administrator within the applicable time
frames set forth in this Agreement, any related servicing agreement
or custodial agreement:
(iii) an annual compliance statement for each Servicer, the
Master Servicer, the Securities Administrator and any Servicing
Function Participant engaged by such parties or the Trustee
(together with each Custodian, each, a "Reporting Servicer") as
described under Section 3.17 of this Agreement, any related
servicing agreement or custodial agreement, provided, however, that
the Securities Administrator, at its discretion, may omit from the
Form 10-K any annual compliance statement that is not required to be
filed with such Form 10-K pursuant to Regulation AB;
(iv) (A) the annual reports on assessment of compliance with
Servicing Criteria for each Reporting Servicer, as described under
Section 3.18 of this Agreement, the any related servicing agreement
or custodial agreement, and (B) if each Reporting Servicer's report
on assessment of compliance with Servicing Criteria identifies any
material instance of noncompliance, disclosure identifying such
instance of noncompliance, or if each Reporting Servicer's report on
assessment of compliance with Servicing Criteria is not included as
an exhibit to such Form 10-K, disclosure that such report is not
included and an explanation why such report is not included,
provided, however, that the Securities Administrator, at its
discretion, may omit from the Form 10-K any assessment of compliance
or attestation report described in clause (iii) below that is not
required to be filed with such Form 10-K pursuant to Regulation AB;
(v) (A) the registered public accounting firm attestation
report for each Reporting Servicer, as described under Section 3.18
of this Agreement, any related servicing agreement or custodial
agreement, and (B) if any registered public accounting firm
attestation report identifies any material instance of
noncompliance, disclosure identifying such instance of
noncompliance, or if any such registered public accounting firm
attestation report is not included as an exhibit to such Form 10-K,
disclosure that such report is not included and an explanation why
such report is not included; and
(vi) a Xxxxxxxx-Xxxxx Certification as described in Section
5.08(a)(iii)(D).
Any disclosure or information in addition to (i) through (iv) above
that is required to be included on Form 10-K ("Additional Form 10-K Disclosure")
shall be reported by the parties set forth on Exhibit U to the Depositor and the
Securities Administrator and directed and approved by the Depositor pursuant to
the following paragraph, and the Securities Administrator will have no duty or
liability for any failure hereunder to determine or prepare any Additional Form
10-K Disclosure, except as set forth in the next paragraph.
(A) As set forth on Exhibit U hereto, no later than
March 1 (with a ten-calendar day cure period) of each year
that the Trust is subject to the Exchange Act reporting
requirements, commencing in 2007, (i) the parties described on
Exhibit U shall be required to provide to the Securities
Administrator and to the Depositor, to the extent known by a
responsible officer thereof, in XXXXX-compatible format, or in
such other format as otherwise agreed upon by the Securities
Administrator and such party, the form and substance of any
Additional Form 10-K Disclosure, if applicable, together with
an Additional Disclosure Notification, and (ii) the Depositor
will approve, as to form and substance, or disapprove, as the
case may be, the inclusion of the Additional Form 10-K
Disclosure on Form 10-K. The Securities Administrator has no
duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit U of their duties
under this paragraph or proactively solicit or procure from
such parties any Additional Form 10-K Disclosure information.
The Depositor will be responsible for any reasonable fees and
expenses assessed or incurred by the Securities Administrator
in connection with including any Additional Form 10-K
Disclosure on Form 10-K pursuant to this paragraph.
(B) After preparing the Form 10-K, the Securities
Administrator shall, upon request, forward electronically a
copy of the Form 10-K to the Depositor. Within three Business
Days after receipt of such copy, but no later than March 25th,
the Depositor shall notify the Securities Administrator in
writing (which may be furnished electronically) of any changes
to or approval of such Form 10-K. In the absence of receipt of
any written changes or approval, or if the Depositor does not
request a copy of a Form 10-K, the Securities Administrator
shall be entitled to assume that such Form 10-K is in final
form and the Securities Administrator may proceed with the
execution and filing of the Form 10-K. A senior officer of the
Master Servicer in charge of the master servicing function
shall sign the Form 10-K. If a Form 10-K cannot be filed on
time or if a previously filed Form 10-K needs to be amended,
the Securities Administrator will follow the procedures set
forth in Section 5.08(a)(v). Promptly (but no later than one
Business Day) after filing with the Commission, the Securities
Administrator will make available on its internet website a
final executed copy of each Form 10-K filed by the Securities
Administrator. The parties to this Agreement acknowledge that
the performance by the Master Servicer and the Securities
Administrator of its duties under this Section 5.08(a)(iii)
related to the timely preparation, execution and filing of
Form 10-K is contingent upon such parties strictly observing
all applicable deadlines in the performance of their duties
under this Section 5.08(a)(iii), Section 5.08(a)(iii)(D),
Section 3.17 and Section 3.18. Form 10-K requires the
registrant to indicate (by checking "yes" or "no") that it
"(1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days." The Depositor hereby
represents to the Securities Administrator that the Depositor
has filed all such required reports during the preceding 12
months and that it has been subject to such filing requirement
for the past 90 days. The Depositor shall notify the
Securities Administrator in writing, no later than the 15th
calendar day of March in any year in which the Trust is
subject to the reporting requirements of the Exchange Act, if
the answer to the questions should be "no." The Securities
Administrator shall be entitled to rely on such
representations in preparing, executing and/or filing any such
Form 10-K. The Depositor acknowledges that the performance by
the Master Servicer and the Securities Administrator of its
duties under this Section 5.08(iii) related to the timely
preparation, execution and filing of Form 10-K is also
contingent upon the Servicer, the Custodian and any Servicing
Function Participant strictly observing deadlines no later
than those set forth in this paragraph that are applicable to
the parties to this Agreement in the delivery to the
Securities Administrator of any necessary Additional Form 10-K
Disclosure, any annual statement of compliance and any
assessment of compliance and attestation pursuant to any
related servicing agreement, any custodial agreement or any
other applicable agreement. Neither the Master Servicer nor
the Securities Administrator shall have any liability for any
loss, expense, damage or claim arising out of or with respect
to any failure to properly prepare, execute and/or timely file
such Form 10-K, where such failure results from the Securities
Administrator's inability or failure to obtain or receive, on
a timely basis, any information from any other party hereto or
any Servicing Function Participant needed to prepare, arrange
for execution or file such Form 10-K, not resulting from its
own negligence, bad faith or willful misconduct.
(C) Each Form 10-K shall include a Xxxxxxxx-Xxxxx
Certification, required to be included therewith pursuant to
the Xxxxxxxx-Xxxxx Act. Each of the Servicer, the Master
Servicer and the Securities Administrator shall provide, and
each such party shall cause any Servicing Function Participant
engaged by it to provide, to the Person who signs the
Xxxxxxxx-Xxxxx Certification (the "Certifying Person"), by
March 1 (with a ten-calendar day cure period) of each year in
which the Trust is subject to the reporting requirements of
the Exchange Act and otherwise within a reasonable period of
time upon request, a certification (each, a "Back-Up
Certification"), in the form attached hereto as Exhibit V,
upon which the Certifying Person, the entity for which the
Certifying Person acts as an officer, and such entity's
officers, directors and Affiliates (collectively with the
Certifying Person, "Certification Parties") can reasonably
rely. The senior officer of the Master Servicer in charge of
the master servicing function shall serve as the Certifying
Person on behalf of the Trust. Such officer of the Certifying
Person can be contacted by e-mail at
xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at
000-000-0000. In the event any such party or any Servicing
Function Participant engaged by such party is terminated or
resigns pursuant to the terms of this Agreement, or any
applicable sub-servicing agreement, as the case may be, such
party shall provide a Back-Up Certification to the Certifying
Person pursuant to this Section 5.08(a)(iii)(D) with respect
to the period of time it was subject to this Agreement or any
applicable sub-servicing agreement, as the case may be.
Notwithstanding the foregoing, (i) the Master Servicer and the
Securities Administrator shall not be required to deliver a
Back-Up Certification to each other if both are the same
Person and the Master Servicer is the Certifying Person and
(ii) the Master Servicer shall not be obligated to sign the
Xxxxxxxx-Xxxxx Certification in the event that it does not
receive any Back-Up Certification required to be furnished to
it pursuant to this section or any servicing agreement or
custodial agreement.
(vii) Within four (4) Business Days after the occurrence of an
event requiring disclosure on Form 8-K (each such event, a
"Reportable Event"), and if requested by the Depositor, the
Securities Administrator shall prepare and file on behalf of the
Trust any Form 8-K, as required by the Exchange Act, provided that
the Depositor shall file the initial Form 8-K in connection with the
issuance of the Certificates. Any disclosure or information related
to a Reportable Event or that is otherwise required to be included
on Form 8-K other than the initial Form 8-K ("Form 8-K Disclosure
Information") shall be reported by the parties set forth on Exhibit
S to the Depositor and the Securities Administrator and directed and
approved by the Depositor pursuant to the following paragraph, and
the Securities Administrator will have no duty or liability for any
failure hereunder to determine or prepare any Form 8-K Disclosure
Information or any Form 8-K, except as set forth in the next
paragraph.
(A) As set forth on Exhibit S hereto, for so long as the
Trust is subject to the Exchange Act reporting requirements,
no later than the close of business (New York City time) on
the 2nd Business Day after the occurrence of a Reportable
Event (i) the parties to this transaction shall be required to
provide to the Securities Administrator and to the Depositor,
to the extent known by a responsible officer thereof, in
XXXXX-compatible form, or in such other form as otherwise
agreed upon by the Securities Administrator and such party,
the form and substance of any Form 8-K Disclosure Information,
if applicable, together with an Additional Disclosure
Notification and (ii) the Depositor will approve, as to form
and substance, or disapprove, as the case may be, the
inclusion of the Form 8-K Disclosure Information. The
Depositor will be responsible for any reasonable fees and
expenses assessed or incurred by the Securities Administrator
in connection with including any Form 8-K Disclosure
Information on Form 8-K pursuant to this paragraph.
(B) After preparing the Form 8-K, the Securities
Administrator shall, upon request, forward electronically a
copy of the Form 8-K to the Depositor. Promptly, but no later
than the close of business on the third Business Day after the
Reportable Event, the Depositor shall notify the Securities
Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form
8-K. In the absence of receipt of any written changes or
approval, or if the Depositor does not request a copy of a
Form 8-K, the Securities Administrator shall be entitled to
assume that such Form 8-K is in final form and the Securities
Administrator may proceed with the execution and filing of the
Form 8-K. A duly authorized representative of the Master
Servicer shall sign each Form 8-K. If a Form 8-K cannot be
filed on time or if a previously filed Form 8-K needs to be
amended, the Securities Administrator will follow the
procedures set forth in Section 5.08(a)(v). Promptly (but no
later than one Business Day) after filing with the Commission,
the Securities Administrator will make available on its
internet website a final executed copy of each Form 8-K filed
by it. The parties to this Agreement acknowledge that the
performance by the Master Servicer and the Securities
Administrator of its duties under this Section 5.08(a)(iv)
related to the timely preparation, execution and filing of
Form 8-K is contingent upon such parties strictly observing
all applicable deadlines in the performance of their duties
under this Section 5.08(a)(iv). The Depositor acknowledges
that the performance by the Master Servicer and the Securities
Administrator of its duties under this Section 5.08(a)(iv)
related to the timely preparation, execution and filing of
Form 8-K is also contingent upon the Servicer, the Custodian
and any Servicing Function Participant strictly observing
deadlines no later than those set forth in this paragraph that
are applicable to the parties to this Agreement in the
delivery to the Securities Administrator of any necessary Form
8-K Disclosure Information pursuant to any related servicing
agreement, any custodial agreement or any other applicable
agreement. Neither the Master Servicer nor the Securities
Administrator shall have any liability for any loss, expense,
damage, claim arising out of or with respect to any failure to
properly prepare, execute and/or timely file such Form 8-K,
where such failure results from the Securities Administrator's
inability or failure to obtain or receive, on a timely basis,
any information from any other party hereto or any Servicer,
Custodian or Servicing Function Participant needed to prepare,
arrange for execution or file such Form 8-K, not resulting
from its own negligence, bad faith or willful misconduct.
(viii) On or prior to January 30 of the first year in which
the Securities Administrator is able to do so under applicable law,
the Securities Administrator shall prepare and file a Form 15
Suspension Notification relating to the automatic suspension of
reporting in respect of the Trust under the Exchange Act.
(A) On or prior to January 30 of each succeeding fiscal
year (such fiscal year being a calendar year) for the Trust
Fund after the filing of a Form 15 Suspension Notification,
the Securities Administrator shall determine if the aggregate
number of Depository Participants holding a position in all
the classes of Offered Certificates outstanding as of the
beginning of such fiscal year is equal to or greater than the
number set forth in Section 15(d) of the Exchange Act (which
as of the Closing Date is 300), which would cause the Trust
Fund to again become subject to the reporting requirements of
the Exchange Act, in which case (i) such year is referred to
in this Agreement as an "SEC Reporting Year," and (ii) the
Securities Administrator shall recommence preparing and filing
reports on Form 8-K, 10-D and Form 10-K as required pursuant
to this Section until such time as the Securities
Administrator is again able to file a Form 15 Suspension
Notification with respect to the Trust Fund with the
Commission.
(B) In the event that the Securities Administrator is
unable to timely file with the Commission all or any required
portion of any Form 8-K, 10-D or 10-K required to be filed by
this Agreement because required disclosure information was
either not delivered to it or delivered to it after the
delivery deadlines set forth in this Agreement or for any
other reason, the Securities Administrator will promptly
notify electronically the Depositor. In the case of Form 10-D
and 10-K, the parties to this Agreement will cooperate to
prepare and file a Form 12b-25 and a 10-D/A and 10-K/A as
applicable, pursuant to Rule 12b-25 of the Exchange Act. In
the case of Form 8-K, the Securities Administrator will, upon
receipt of all required Form 8-K Disclosure Information and
upon the approval and direction of the Depositor, include such
disclosure information on the next Form 10-D. In the event
that any previously filed Form 8-K, 10-D or 10-K needs to be
amended in connection with any Additional Form 10-D Disclosure
(other than, in the case of Form 10-D, for the purpose of
restating any Monthly Statement), Additional Form 10-K
Disclosure or Form 8-K Disclosure Information, the Securities
Administrator will electronically notify the Depositor and
such other parties to the transaction as are affected by such
amendment, and such parties will cooperate to prepare any
necessary 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or
any amendment to Form 8-K, 10-D or 10-K shall be signed by a
duly authorized representative, or senior officer in charge of
master servicing, as applicable, of the Master Servicer. The
parties to this Agreement acknowledge that the performance by
the Master Servicer and the Securities Administrator of its
duties under this Section 5.08(a)(v) related to the timely
preparation, execution and filing of Form 15, a Form 12b-25 or
any amendment to Form 8-K, 10-D or 10-K is contingent upon
each such party performing its duties under this Section.
Neither the Master Servicer nor the Securities Administrator
shall have any liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly
prepare, execute and/or timely file any such Form 15, Form
12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where
such failure results from the Securities Administrator's
inability or failure to obtain or receive, on a timely basis,
any information from any other party hereto or any Servicing
Function Participant needed to prepare, arrange for execution
or file such Form 15, Form 12b-25 or any amendments to Forms
8-K, 10-D or 10-K, not resulting from its own negligence, bad
faith or willful misconduct.
(b) The Securities Administrator shall have no responsibility to
file any items other than those specified in this Section 5.08; provided,
however, the Securities Administrator will cooperate with the Depositor in
connection with any additional filings with respect to the Trust Fund as the
Depositor deems necessary under the Exchange Act. Fees and expenses incurred by
the Securities Administrator in connection with this Section 5.08 shall not be
reimbursable from the Trust Fund.
(c) Each of the parties agrees to provide to the Securities
Administrator such additional information related to such party as the
Securities Administrator may reasonably request, including evidence of the
authorization of the person signing any certificate or statement, financial
information and reports, and such other information related to such party or its
performance hereunder.
(d) Any notice or notification required to be delivered by the
Securities Administrator or Master Servicer to the Depositor pursuant to this
5.08, may be delivered via facsimile to (000) 000-0000, via email to
Xxxxxx.Xxxxxxxxx@xxxxx.xxx or telephonically by calling Xxxxxx Xxxxxxxxx at
(000) 000-0000.
(e) The Servicer shall indemnify and hold harmless the Master
Servicer, the Securities Administrator, the Trustee and the Depositor and their
respective officers, directors and affiliates (each, an "Indemnified Party"),
from and against any losses, damages, penalties, fines forfeitures, reasonable
and necessary legal fees and related costs, judgments and other costs and
expenses arising out of or based upon (i) a breach of the obligations of the
Servicer under Section 3.17, Section 3.18 or Section 5.08, including any failure
by the Servicer (or any Sub-Servicer or any Subcontractor engaged by the
Servicer), to provide any Back-Up Certification, annual statement of compliance,
annual assessment of compliance with Servicing Criteria or attestation report,
any information, data or materials required to be included in any Exchange Act
report or any other information or material when and as required under Sections
3.17, 3.18 or 5.08, or the Servicer's negligence, bad faith or willful
misconduct in connection therewith, (ii) any material misstatement or omission
contained in any information, disclosure, report, certification, data,
accountants' letter or other material provided under Sections 3.17, 3.18 and
5.08 to the Master Servicer or the Securities Administrator by or on behalf of
the Servicer or on behalf of any Sub-Servicer or Subcontractor), including any
material misstatement or material omission in (A) any Back-Up Certification,
annual statement of compliance, annual assessment of compliance with Servicing
Criteria or attestation report delivered by the Servicer, or by any Sub-Servicer
or Subcontractor engaged by it, pursuant to this Agreement, or (B) any
Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K
Disclosure Information provided by the Servicer and (iii) any breach by the
Servicer of a representation or warranty set forth in Section 13.02 or in a
writing furnished pursuant to Section 13.02(b) and made as of a date prior to
the closing date of the related Securitization Transaction, to the extent that
such breach is not cured by such closing date, or any breach by the Company of a
representation or warranty in a writing furnished pursuant to Section 13.02(b)
to the extent made as of a date subsequent to such closing date.
If the indemnification provided for herein is unavailable or
insufficient to hold harmless an Indemnified Party, then the Servicer agrees
that it shall contribute to the amount paid or payable by such Indemnified Party
as a result of any claims, losses, damages or liabilities incurred by such
Indemnified Party in such proportion as is appropriate to reflect the relative
fault of such Indemnified Party on the one hand and the Servicer on the other.
In the case of any failure of performance described in clause (e)(i)
of this Section, the Servicer shall promptly reimburse the Master Servicer, the
Securities Administrator and the Depositor, as applicable, for all costs
reasonably incurred by each such party in order to obtain the information,
report, certification, accountants' letter or other material not delivered as
required by the Servicer, any Subservicer, or any Subcontractor.
This indemnification shall survive the termination of this Agreement
or the termination of any party to this Agreement.
(f) To the extent that, following the Closing Date, the Depositor
certifies that reports and certifications differing from those required under
this Section 5.08 comply with the reporting requirements under the Exchange Act,
the Master Servicer, the Servicer, the Securities Administrator and the Trustee
hereby agree that it will reasonably cooperate to amend the provisions of this
Section 5.08 in order to comply with such amended reporting requirements and
such amendment of this Section 5.08. Any such amendment may result in the
reduction of the reports filed by the Depositor under the Exchange Act.
Notwithstanding the foregoing, the Securities Administrator shall not be
obligated to enter into any amendment pursuant to this Section that adversely
affects its obligations and immunities under this Agreement.
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates. Each of the Class A Certificates, the
Mezzanine Certificates, the Class P Certificates, the Class CE Certificates and
the Residual Certificates shall be substantially in the forms annexed hereto as
exhibits, and shall, on original issue, be executed and authenticated by the
Securities Administrator 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 Class A Certificates and the Mezzanine Certificates shall be
initially evidenced by one or more Certificates representing a Percentage
Interest with a minimum dollar denomination of $100,000 and integral dollar
multiples of $1.00 in excess thereof, 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 or Notional Amount of such Class on the Closing
Date. The Class P Certificates, the Class CE 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 Securities Administrator by a
Responsible Officer. Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures were affixed, authorized
to sign on behalf of the Securities Administrator shall bind the Trust,
notwithstanding that such individuals or any of them have ceased to be so
authorized prior to the authentication and delivery of such Certificates or did
not hold such offices at the date of such Certificate. No Certificate shall be
entitled to any benefit under this Agreement or be valid for any purpose, unless
such Certificate shall have been manually authenticated by the Securities
Administrator substantially in the form provided for herein, and such
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
Subject to Section 6.02, the Class A Certificates and the Mezzanine Certificates
shall be Book-Entry Certificates. The other Classes of Certificates shall not be
Book-Entry Certificates.
Section 6.02 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 Securities Administrator shall initially serve as
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at
any office or agency of the Certificate Registrar maintained for such purpose
pursuant to the foregoing paragraph and, in the case of a Residual Certificate,
upon satisfaction of the conditions set forth below, the Securities
Administrator on behalf of the Trust shall execute and authenticate and the
Securities Administrator on behalf of the Trust shall 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 Securities Administrator shall execute and
authenticate on behalf of the Trust and the Securities Administrator shall
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 Securities Administrator or
the Certificate Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer satisfactory to the Securities Administrator and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(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 Securities Administrator except to another Depository;
(ii) the Depository shall maintain book-entry records with respect to the
Certificate Owners and with respect to ownership and transfers of such
Certificates; (iii) ownership and transfers of registration of such Certificates
on the books of the Depository shall be governed by applicable rules established
by the Depository; (iv) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants; (v) the Securities
Administrator 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 Securities
Administrator may rely and shall be fully protected in relying upon information
furnished by the Depository with respect to its Depository Participants and
furnished by the Depository Participants with respect to indirect participating
firms and Persons shown on the books of such indirect participating firms as
direct or indirect Certificate Owners; and (vii) the direct participants of the
Depository shall have no rights under this Agreement under or with respect to
any of the Certificates held on their behalf by the Depository, and the
Depository may be treated by the Securities Administrator and its agents,
employees, officers and directors as the absolute owner of the Certificates for
all purposes whatsoever.
All transfers by Certificate Owners of Book-Entry Certificates shall
be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owners. Each
Depository Participant shall only transfer Book- Entry Certificates of
Certificate Owners that it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures. The parties hereto
are hereby authorized to execute a Letter of Representations with the Depository
or take such other action as may be necessary or desirable to register a
Book-Entry Certificate to the Depository. In the event of any conflict between
the terms of any such Letter of Representation and this Agreement, the terms of
this Agreement shall control.
(c) If (i)(x) the Depository or the Depositor advises the Securities
Administrator in writing that the Depository is no longer willing or able to
discharge properly its responsibilities as Depository and (y) 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 Securities Administrator and Depository through the
Financial Intermediaries and the Depository Participants in writing that the
continuation of a book-entry system through the Depository to the exclusion of
definitive, fully registered certificates (the "Definitive Certificates") to
Certificate Owners is no longer in the best interests of the Certificate Owners.
Upon surrender to the Certificate Registrar of the Book-Entry Certificates by
the Depository, accompanied by registration instructions from the Depository for
registration, the Securities Administrator shall, at the Depositor's expense, in
the case of (i) or (ii) above, or the Servicer's expense, in the case of (iii)
above, execute on behalf of the Trust and authenticate the Definitive
Certificates. Neither the Depositor, the Servicer, the Master Servicer, the
Trustee nor the Securities Administrator shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates, the Securities Administrator, the Trustee, the Certificate
Registrar, the Master Servicer, the Servicer and the Depositor shall recognize
the Holders of the Definitive Certificates as Certificateholders hereunder.
(d) (2) No transfer, sale, pledge or other disposition of any Class
CE 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, and any applicable state
securities laws or is made in accordance with the Securities Act and any
applicable state securities laws. In the event of any such transfer (other than
in connection with (a) the initial transfer of any such Certificate by the
Depositor to an Affiliate of the Depositor, (b) the transfer of any such Class
CE, Class P or Residual Certificate to the issuer under the Indenture or the
indenture trustee under the Indenture or (c) a transfer of any such Class CE,
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), the Securities Administrator shall require the transferor to execute
a transferor certificate (in substantially the form attached hereto as Exhibit
L) and, in the case of Certificates offered and sold in reliance on the
exemption from registration under Rule 144A, 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 Securities Administrator certifying to the Depositor and the Securities
Administrator the facts surrounding such transfer, which investment letter shall
not be an expense of the Securities Administrator or the Depositor.
The Holder of a Class CE Certificate, Class P Certificate or
Residual Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Securities Administrator and the Depositor against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
(i) [Reserved.]
(ii) [Reserved.]
(e) (i) No transfer of an ERISA-Restricted Certificate shall be made
unless the Trustee, the Depositor and the Securities Administrator shall have
received a representation from the transferee of such Certificate in the form of
Exhibit N to the effect that such transferee is not an employee benefit plan or
arrangement subject to Section 406 of ERISA, a plan subject to Section 4975 of
the Code or a plan subject to any Federal, state or local law ("Similar Law")
materially similar to the foregoing provisions of ERISA or the Code, nor a
Person acting on behalf of any such plan or arrangement nor using the assets of
any such plan or arrangement to effect such transfer (collectively, a "Plan").
Notwithstanding anything else to the contrary herein, any purported transfer of
an ERISA-Restricted Certificate to a transferee that can not make the
representation in the first sentence of this Section 6.02(e)(i) above shall be
void and of no effect.
(ii) To the extent permitted under applicable law (including,
but not limited to, ERISA), the Securities Administrator shall be
under no liability to any Person for any registration of transfer of
any ERISA-Restricted Certificate that is in fact not permitted by
this Section 6.02(b) or for making any payments due on such
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 transfer was registered by the Securities Administrator
in accordance with the foregoing requirements.
(iii) As long as the Interest Rate Swap Agreement is in
effect, each beneficial owner of a Certificate, other than an
ERISA-Restricted Certificate, or any interest therein, shall be
deemed to have represented that either (i) it is not a Plan or (ii)
the acquisition and holding of the Certificate are eligible for the
exemptive relief available under at least one of (i) Department of
Labor Prohibited Transaction Class Exemption ("PTCE") 84-14 (for
transactions by independent "qualified professional asset
managers"), (ii) PTCE 91-38 (for transactions by bank collective
investment funds), (iii) XXXX 00-0 (for transactions by insurance
company pooled separate accounts), PTCE 95-60 (for transactions by
insurance company general accounts) or (iv) PTCE 96-23 (for
transactions effected by "in-house asset managers") or similar
exemption under Similar Law.
(f) (i) Each Person who has or who acquires any Ownership Interest
in a Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions
and to have irrevocably authorized the Securities Administrator or its designee
under clause (iii)(A) below to deliver payments to a Person other than such
Person and to negotiate the terms of any mandatory sale under clause (iii)(B)
below and to execute all instruments of transfer and to do all other things
necessary in connection with any such sale. The rights of each Person acquiring
any Ownership Interest in a Residual Certificate are expressly subject to the
following provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Residual Certificate shall be a Permitted
Transferee and shall promptly notify the Securities
Administrator of any change or impending change in its status
as a Permitted Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Residual Certificate, the Securities
Administrator shall require delivery to it, and shall not
register the Transfer of any Residual Certificate until its
receipt of,
(ii) an affidavit and agreement (a "Transfer Affidavit and
Agreement," in the form attached hereto as Exhibit K) from the
proposed Transferee, in form and substance satisfactory to the
Securities Administrator, representing and warranting, among other
things, that it is a Permitted Transferee, that it is not acquiring
its Ownership Interest in the Residual Certificate that is the
subject of the proposed Transfer as a nominee, trustee or agent for
any Person who is not a Permitted Transferee, that for so long as it
retains its Ownership Interest in a Residual Certificate, it will
endeavor to remain a Permitted Transferee, and that it has reviewed
the provisions of this Section 6.02(f) and agrees to be bound by
them, and
(iii) a certificate, in the form attached hereto as Exhibit L,
from the Holder wishing to transfer the Residual Certificate, in
form and substance satisfactory to the Securities Administrator,
representing and warranting, among other things, that no purpose of
the proposed Transfer is to impede the assessment or collection of
tax.
(A) Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed Transferee under clause (B) above,
if a Responsible Officer of the Securities Administrator who
is assigned to this Agreement has actual knowledge that the
proposed Transferee is not a Permitted Transferee, no Transfer
of an Ownership Interest in a Residual Certificate to such
proposed Transferee shall be effected.
(B) Each Person holding or acquiring any Ownership
Interest in a Residual Certificate shall agree (x) to require
a Transfer Affidavit and Agreement from any other Person to
whom such Person attempts to transfer its Ownership Interest
in a Residual Certificate and (y) not to transfer its
Ownership Interest unless it provides a certificate to the
Securities Administrator in the form attached hereto as
Exhibit L.
(C) Each Person holding or acquiring an Ownership
Interest in a Residual Certificate, by purchasing an Ownership
Interest in such Certificate, agrees to give the Securities
Administrator written notice that it is a "pass-through
interest holder" within the meaning of Temporary Treasury
Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon
acquiring an Ownership Interest in a Residual Certificate, if
it is, or is holding an Ownership Interest in a Residual
Certificate on behalf of, a "pass-through interest holder."
(iv) The Securities Administrator shall register the Transfer
of any Residual Certificate only if it shall have received the
Transfer Affidavit and Agreement, a certificate of the Holder
requesting such transfer in the form attached hereto as Exhibit L
and all of such other documents as shall have been reasonably
required by the Securities Administrator as a condition to such
registration. Transfers of the Residual Certificates to Non-United
States Persons and Disqualified Organizations (as defined in Section
860E(e)(5) of the Code) are prohibited.
(A) If any Disqualified Organization shall become a
holder of a Residual Certificate, then the last preceding
Permitted Transferee shall be restored, to the extent
permitted by law, to all rights and obligations as Holder
thereof retroactive to the date of registration of such
Transfer of such Residual Certificate. If a Non-United States
Person shall become a holder of a Residual Certificate, then
the last preceding United States Person shall be restored, to
the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such
Transfer of such Residual Certificate. If a transfer of a
Residual Certificate is disregarded pursuant to the provisions
of Treasury Regulations Section 1.860E-1 or Section 1.860G-3,
then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Residual Certificate.
The Securities Administrator shall be under no liability to
any Person for any registration of Transfer of a Residual
Certificate that is in fact not permitted by this Section
6.02(f) or for making any payments due on such Certificate to
the holder thereof or for taking any other action with respect
to such holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of
a Residual Certificate in violation of the restrictions in
this Section 6.02(f) and to the extent that the retroactive
restoration of the rights of the Holder of such Residual
Certificate as described in clause (iii)(A) above shall be
invalid, illegal or unenforceable, then the Securities
Administrator shall have the right, without notice to the
holder or any prior holder of such Residual Certificate, to
sell such Residual Certificate to a purchaser selected by the
Depositor on such terms as the Depositor may choose. Such
purported Transferee shall promptly endorse and deliver each
Residual Certificate in accordance with the instructions of
the Securities Administrator. Such purchaser may be the
Securities Administrator itself or any Affiliate of the
Securities Administrator. The proceeds of such sale, net of
the commissions (which may include commissions payable to the
Securities Administrator or its Affiliates), expenses and
taxes due, if any, will be remitted by the Securities
Administrator to such purported Transferee. The terms and
conditions of any sale under this clause (iii)(B) shall be
determined in the sole discretion of the Securities
Administrator, and the Securities Administrator shall not be
liable to any Person having an Ownership Interest in a
Residual Certificate as a result of its exercise of such
discretion.
(v) The Securities Administrator, on behalf of the Trustee,
shall make available, upon written request from the Trustee, all
information necessary to compute any tax imposed
(A) as a result of the Transfer of an Ownership Interest
in a Residual Certificate to any Person who is a Disqualified
Organization, including the information regarding "excess
inclusions" of such Residual Certificates required to be
provided to the Internal Revenue Service and certain Persons
as described in Treasury Regulations Sections 1.860D-1(b)(5)
and 1.860E-2(a)(5), and
(B) as a result of any regulated investment company,
real estate investment trust, common trust fund, partnership,
trust, estate or organization described in Section 1381 of the
Code that holds an Ownership Interest in a Residual
Certificate having as among its record holders at any time any
Person who is a Disqualified Organization. Reasonable
compensation for providing such information may be required by
the Securities Administrator from such Person.
(vi) The provisions of this Section 6.02(f) set forth prior to
this clause (iv) may be modified, added to or eliminated, provided
that there shall have been delivered to the Trustee the following:
(A) Written notification from each Rating Agency to the
effect that the modification, addition to or elimination of
such provisions will not cause such Rating Agency to downgrade
its then-current ratings, if any, of the Class A Certificates
and Mezzanine Certificates below the lower of the then-current
rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency; and
(B) a certificate of the Securities Administrator
stating that the Securities Administrator has received an
Opinion of Counsel, in form and substance satisfactory to the
Securities Administrator, to the effect that such
modification, addition to or absence of such provisions will
not cause any REMIC created hereunder to cease to qualify as a
REMIC and will not cause (x) any REMIC created hereunder to be
subject to an entity-level tax caused by the Transfer of any
Residual Certificate to a Person that is a Disqualified
Organization or (y) a Certificateholder or another Person to
be subject to a REMIC-related tax caused by the Transfer of a
Residual Certificate to a Person that is not a Permitted
Transferee.
(g) No service charge to the Certificateholders shall be made for
any transfer or exchange of Certificates, but the Securities Administrator may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
canceled and destroyed by the Securities Administrator in accordance with its
customary procedures.
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates. If
(i) any mutilated Certificate is surrendered to the Securities Administrator or
the Certificate Registrar, or the Securities Administrator or the Certificate
Registrar receives evidence to its satisfaction of the destruction, loss or
theft of any Certificate and of the ownership thereof, and (ii) there is
delivered to Securities Administrator or the Certificate Registrar such security
or indemnity as may be required by it to save it harmless, then, in the absence
of actual knowledge by the Securities Administrator or the Certificate Registrar
that such Certificate has been acquired by a protected purchaser, the Securities
Administrator, shall execute, authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of the same Class and of like denomination and Percentage Interest.
Upon the issuance of any new Certificate under this Section, the Securities
Administrator or the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Securities Administrator or the Certificate Registrar) connected therewith. Any
replacement Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership in the applicable REMIC created
hereunder, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.
Section 6.04 Persons Deemed Owners. The Depositor, the Servicer, the
Trustee, the Master Servicer, the Securities Administrator, the Certificate
Registrar and any agent of any of them may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 4.01 and for all other purposes
whatsoever, and none of the Depositor, the Servicer, the Trustee, the Master
Servicer, the Securities Administrator, the Certificate Registrar or any agent
of any of them shall be affected by notice to the contrary.
Section 6.05 Certain Available Information. On or prior to the date
of the first sale of any Class CE Certificate, Class P Certificate or Residual
Certificate to an Independent third party, the Depositor shall provide to the
Securities Administrator ten copies of any private placement memorandum or other
disclosure document used by the Depositor in connection with the offer and sale
of such Certificate. In addition, if any such private placement memorandum or
disclosure document is revised, amended or supplemented at any time following
the delivery thereof to the Securities Administrator, the Depositor promptly
shall inform the Securities Administrator of such event and shall deliver to the
Securities Administrator ten copies of the private placement memorandum or
disclosure document, as revised, amended or supplemented. The Securities
Administrator shall maintain at its office as set forth in Section 12.05 hereof
and shall make available free of charge during normal business hours for review
by any Holder of a Certificate, any Certificate Owner or any Person identified
to the Securities Administrator as a prospective transferee of a Certificate,
originals or copies of the following items: (i) in the case of a Holder or
prospective transferee of a Class CE Certificate, Class P Certificate or
Residual Certificate, the related private placement memorandum or other
disclosure document relating to such Class of Certificates, in the form most
recently provided to the Securities Administrator; and (ii) in all cases, (A)
this Agreement and any amendments hereof entered into pursuant to Section 11.01,
(B) all monthly statements required to be delivered to Certificateholders of the
relevant Class pursuant to Section 5.02 since the Closing Date, and all other
notices, reports, statements and written communications delivered to the
Certificateholders of the relevant Class pursuant to this Agreement since the
Closing Date and (C) any copies of all officers' certificates of the Servicer
since the Closing Date delivered to the Master Servicer to evidence such
Person's determination that any P&I Advance or Servicing Advance was, or if
made, would be a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance.
Copies and mailing of any and all of the foregoing items will be available from
the Securities Administrator upon request at the expense of the Person
requesting the same.
ARTICLE VII
THE DEPOSITOR, THE SERVICER AND THE MASTER SERVICER
Section 7.01 Liability of the Depositor, the Servicer and the Master
Servicer. The Depositor, the Servicer and the Master Servicer each shall be
liable in accordance herewith only to the extent of the obligations specifically
imposed by this Agreement upon them in their respective capacities as Depositor,
the Servicer and Master Servicer and undertaken hereunder by the Depositor, the
Servicer and the Master Servicer herein.
Section 7.02 Merger or Consolidation of the Depositor, the Servicer
or the Master Servicer. Subject to the following paragraph, the Depositor will
keep in full effect its existence, rights and franchises as a corporation under
the laws of the jurisdiction of its incorporation. Subject to the following
paragraph, the Servicer will keep in full effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of its
incorporation. Subject to the following paragraph, the Master Servicer will keep
in full effect its existence, rights and franchises as a corporation under the
laws of the jurisdiction of its formation. The Depositor, the Servicer and the
Master Servicer each will obtain and preserve its qualification to do business
as a foreign corporation in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans and to perform its respective
duties under this Agreement.
The Depositor, the Servicer or the Master Servicer may be merged or
consolidated with or into any Person, or transfer all or substantially all of
its assets to any Person, in which case any Person resulting from any merger or
consolidation to which the Depositor, the Servicer or the Master Servicer shall
be a party, or any Person succeeding to the business of the Depositor, the
Servicer or the Master Servicer, shall be the successor of the Depositor, the
Servicer or the Master Servicer, as the case may be, hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding; provided,
however, that any successor of the Servicer or the Master Servicer shall meet
the eligibility requirements set forth in clauses (i) and (iii) of the last
paragraph of Section 8.02(a) or Section 7.06, as applicable.
Section 7.03 Limitation on Liability of the Depositor, the Servicer,
the Master Servicer and Others. None of the Depositor, the Servicer, the
Securities Administrator, the Master Servicer or any of the directors, officers,
employees or agents of the Depositor, the Servicer or the Master Servicer shall
be under any liability to the Trust Fund or the Certificateholders for any
action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Servicer, the Securities
Administrator, the Master Servicer or any such person against any breach of
warranties, representations or covenants made herein or against any specific
liability imposed on any such Person pursuant hereto or against any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Depositor, the Servicer, the Securities
Administrator, the Master Servicer and any director, officer, employee or agent
of the Depositor, the Servicer, the Securities Administrator and the Master
Servicer may rely in good faith on any document of any kind which, prima facie,
is properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Servicer, the Securities Administrator, the Master
Servicer and any director, officer, employee or agent of the Depositor, the
Servicer, the Securities Administrator or the Master Servicer shall be
indemnified and held harmless by the Trust Fund against any loss, liability or
expense incurred in connection with any legal action relating to this Agreement,
the Certificates or the Credit Risk Management Agreement or any loss, liability
or expense incurred other than by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. None of the Depositor, the
Servicer, the Securities Administrator or the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and, in its opinion,
does not involve it in any expense or liability; provided, however, that each of
the Depositor, the Servicer, the Securities Administrator and the Master
Servicer may in its discretion undertake any such action which it may deem
necessary or desirable with respect to this Agreement and the rights and duties
of the parties hereto and the interests of the Certificateholders hereunder. In
such event, the legal expenses and costs of such action and any liability
resulting therefrom (except any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder) shall be expenses, costs and liabilities of the Trust Fund, and the
Depositor, the Servicer, the Securities Administrator and the Master Servicer
shall be entitled to be reimbursed therefor from the Collection Account or the
Distribution Account as and to the extent provided in Article III and Article
IV, any such right of reimbursement being prior to the rights of the
Certificateholders to receive any amount in the Collection Account and the
Distribution Account.
Notwithstanding anything to the contrary contained herein, the
Servicer shall not be liable for any actions or inactions prior to the Cut-off
Date of any prior servicer of the Mortgage Loans and the Master Servicer shall
not be liable for any action or inaction of the Servicer, except to the extent
expressly provided herein, or the Credit Risk Manager.
Section 7.04 Limitation on Resignation of the Servicer. (a) The
Servicer shall neither assign all or substantially all of its rights under this
Agreement or the servicing hereunder nor delegate all or substantially all of
its duties hereunder nor sell or otherwise dispose of all or substantially all
of its property or assets without, in each case, the prior written consent of
the Master Servicer, which consent shall not be unreasonably withheld; provided,
that in each case, there must be delivered to the Trustee and the Master
Servicer a letter from each Rating Agency to the effect that such transfer of
servicing or sale or disposition of assets will not result in a qualification,
withdrawal or downgrade of the then-current rating of any of the Certificates.
Notwithstanding the foregoing, the Servicer, without the consent of the Trustee
or the Master Servicer, may retain third-party contractors to perform certain
servicing and loan administration functions, including without limitation hazard
insurance administration, tax payment and administration, flood certification
and administration, collection services and similar functions, provided,
however, that the retention of such contractors by the Servicer shall not limit
the obligation of the Servicer to service the Mortgage Loans pursuant to the
terms and conditions of this Agreement. The Servicer shall not resign from the
obligations and duties hereby imposed on it except by consent of the Master
Servicer or 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 and the Rating Agencies. No resignation of the
Servicer shall become effective until the Master Servicer 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.
(b) Except as expressly provided herein, the Servicer shall not
assign or transfer all or substantially all 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 all or substantially all 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, that as provided in Section 3.02, no
Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto
shall not be required to recognize any Sub-Servicer as an indemnitee under this
Agreement.
Section 7.05 Limitation on Resignation of the Master Servicer. The
Master 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 Master Servicer shall be
evidenced by an Opinion of Counsel to such effect obtained at the expense of the
Master Servicer and delivered to the Trustee and the Rating Agencies. No
resignation of the Master Servicer shall become effective until the Trustee or a
successor Master Servicer shall have assumed the Master Servicer's
responsibilities, duties, liabilities (other than those liabilities arising
prior to the appointment of such successor) and obligations under this
Agreement.
Section 7.06 Assignment of Master Servicing. The Master Servicer may
sell and assign its rights and delegate its duties and obligations in its
entirety as Master Servicer under this Agreement; provided, however, that: (i)
the purchaser or transferee accept in writing such assignment and delegation and
assume the obligations of the Master Servicer hereunder (a) shall have a net
worth of not less than $15,000,000 (unless otherwise approved by each Rating
Agency pursuant to clause (ii) below); (b) shall be reasonably satisfactory to
the Trustee (as evidenced in a writing signed by the Trustee); and (c) shall
execute and deliver to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
Person of the due and punctual performance and observance of each covenant and
condition to be performed or observed by it as master servicer under this
Agreement; (ii) each Rating Agency shall be given prior written notice of the
identity of the proposed successor to the Master Servicer and each Rating
Agency's rating of the Certificates in effect immediately prior to such
assignment, sale and delegation will not be downgraded, qualified or withdrawn
as a result of such assignment, sale and delegation, as evidenced by a letter to
such effect delivered to the Master Servicer and the Trustee; and (iii) the
Master Servicer assigning and selling the master servicing shall deliver to the
Trustee an officer's certificate and an Opinion of Independent counsel, each
stating that all conditions precedent to such action under this Agreement have
been completed and such action is permitted by and complies with the terms of
this Agreement. No such assignment or delegation shall affect any liability of
the Master Servicer arising out of acts or omissions prior to the effective date
thereof.
Section 7.07 Rights of the Depositor in Respect of the Servicer and
the Master Servicer. Each of the Master Servicer and the Servicer shall afford
(and any Sub-Servicing Agreement shall provide that each Sub-Servicer shall
afford) the Depositor and the Trustee, upon reasonable notice, during normal
business hours, access to all records maintained by the Master Servicer or the
Servicer (and any such Sub-Servicer) in respect of the Servicer's rights and
obligations hereunder and access to officers of the Master Servicer or the
Servicer (and those of any such Sub-Servicer) responsible for such obligations,
and the Master Servicer shall have access to all records maintained by the
Servicer and any Sub-Servicer. Upon request, each of the Master Servicer and the
Servicer shall furnish to the Depositor and the Trustee its (and any such
Sub-Servicer's) most recent financial statements and such other information
relating to the Master Servicer's or the Servicer's capacity to perform its
obligations under this Agreement as it possesses (and that any such Sub-Servicer
possesses). To the extent the Depositor and the Trustee are informed that such
information is not otherwise available to the public, the Depositor and the
Trustee shall not disseminate any information obtained pursuant to the preceding
two sentences without the Master Servicer's or the Servicer's written consent,
except as required pursuant to this Agreement or to the extent that it is
appropriate to do so (i) to its legal counsel, auditors, taxing authorities or
other governmental agencies and the Certificateholders, (ii) pursuant to any
law, rule, regulation, order, judgment, writ, injunction or decree of any court
or governmental authority having jurisdiction over the Depositor and the Trustee
or the Trust Fund, and in any case, the Depositor or the Trustee, (iii)
disclosure of any and all information that is or becomes publicly known, or
information obtained by the Trustee from sources other than the Depositor, the
Servicer or the Master Servicer, (iv) disclosure as required pursuant to this
Agreement or (v) disclosure of any and all information (A) in any preliminary or
final offering circular, registration statement or contract or other document
pertaining to the transactions contemplated by the Agreement approved in advance
by the Depositor, the Servicer or the Master Servicer or (B) to any affiliate,
independent or internal auditor, agent, employee or attorney of the Trustee
having a need to know the same, provided that the Trustee advises such recipient
of the confidential nature of the information being disclosed, shall use its
best efforts to assure the confidentiality of any such disseminated non-public
information. Nothing in this Section 7.07 shall limit the obligation of the
Servicer to comply with any applicable law prohibiting disclosure of information
regarding the Mortgagors and the failure of the Servicer to provide access as
provided in this Section 7.07 as a result of such obligation shall not
constitute a breach of this Section. Nothing in this Section 7.07 shall require
the Servicer to collect, create, collate or otherwise generate any information
that it does not generate in its usual course of business. The Servicer shall
not be required to make copies of or ship documents to any party unless
provisions have been made for the reimbursement of the costs thereof. The
Depositor may, but is not obligated to, enforce the obligations of the Master
Servicer and the Servicer under this Agreement and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of the Master
Servicer or the Servicer under this Agreement or exercise the rights of the
Master Servicer or the Servicer under this Agreement; provided that neither the
Master Servicer nor the Servicer shall be relieved of any of its obligations
under this Agreement by virtue of such performance by the Depositor or its
designee. The Depositor shall not have any responsibility or liability for any
action or failure to act by the Master Servicer or the Servicer and is not
obligated to supervise the performance of the Master Servicer or the Servicer
under this Agreement or otherwise.
Section 7.08 Duties of the Credit Risk Manager. For and on behalf of
the Depositor, the Credit Risk Manager will provide reports and recommendations
concerning certain delinquent and defaulted Mortgage Loans, and as to the
collection of any Prepayment Charges with respect to the Mortgage Loans. Such
reports and recommendations will be based upon information provided to the
Credit Risk Manager pursuant to the Credit Risk Management Agreement, and the
Credit Risk Manager shall look solely to the Servicer and/or the Securities
Administrator and/or the Master Servicer for all information and data (including
loss and delinquency information and data) relating to the servicing of the
related Mortgage Loans. The obligations of the parties under the Credit Risk
Management Agreement will terminate upon the earlier of (i) the termination of
the Trust, (ii) the termination of the Servicer's rights and obligations under
this Agreement, (iii) the resignation of the Credit Risk Manager upon at least
ninety (90) days advance notice and the appointment of a successor Credit Risk
Manager by the Depositor or its assign, or (iv) the removal of the Credit Risk
Manager by the Depositor or its assign for failure to timely deliver its reports
to the Depositor upon at least twenty (20) days advance notice and the
appointment of a successor Credit Risk Manager by the Depositor or its assign.
Upon any termination of the Credit Risk Manager or the appointment of a
successor Credit Risk Manager, the Depositor shall give written notice thereof
to the Servicer, the Master Servicer, the Trustee, and each Rating Agency.
Section 7.09 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,
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 gross negligence, 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.
ARTICLE VIII
DEFAULT
Section 8.01 Servicer Events of Default. (a) "Servicer Event of
Default," wherever used herein, means any one of the following events:
(i) any failure by the Servicer to remit to the Securities
Administrator for distribution to the Certificateholders any payment
(other than a P&I Advance required to be made from its own funds on
any Servicer Remittance Date pursuant to Section 5.03) required to
be made under the terms of this Agreement which continues unremedied
for a period of two Business Days after the date upon which written
notice of such failure, requiring the same to be remedied, shall
have been given to the Servicer by the Depositor or the Trustee
(which notice may be delivered by e-mail or facsimile), or to the
Servicer, the Depositor, the Trustee and by the Holders of
Certificates entitled to at least 25% of the Voting Rights; or
(ii) any failure on the part of the Servicer duly to observe
or perform in any material respect any other of the covenants or
agreements on the part of the Servicer contained in this Agreement,
or the material breach by the Servicer of any representation and
warranty contained in Section 2.05, which continues unremedied for a
period of sixty (60) days after the date on which written notice of
such failure, requiring the same to be remedied, shall have been
given to the Servicer by the Depositor or the Trustee or to the
Servicer, the Depositor and the Trustee by the Holders of
Certificates entitled to at least 25% of the Voting Rights; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency
or similar law or the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceeding, 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 or unstayed for a period of sixty (60) days; or
(iv) the Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or
similar proceedings of or relating to it or of or relating to all or
substantially all of its property; or
(v) 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;
(vi) failure by the Servicer to duly perform, within the
required time period, its obligations under Section 3.17, 3.18 or
5.08 which failure continues unremedied for a period of ten (10)
days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the
Servicer by any party to this Agreement; or
(vii) any failure of the Servicer to make any P&I Advance on
any Servicer Remittance Date required to be made from its own funds
pursuant to Section 5.03 which continues unremedied for a period of
two Business Days after the date upon which written notice of such
failure requiring the same to be remedied shall have been given to
the Servicer by the Depositor or the Trustee (which notice may be
delivered by e-mail or facsimile) or to the Servicer, the Depositor,
the Trustee and by the Holders of Certificates entitled to at least
25% of the Voting Rights.
If a Servicer Event of Default described in clauses (i) through (vi)
of this Section shall occur, then, and in each and every such case, so long as
such Servicer Event of Default shall not have been remedied, the Depositor or
the Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 51% of Voting Rights, the Trustee shall, by notice in
writing to the Servicer (and to the Depositor if given by the Trustee or to the
Trustee if given by the Depositor) with a copy to the Master Servicer and each
Rating Agency, terminate all of the rights and obligations of the Servicer in
its capacity as the Servicer under this Agreement, to the extent permitted by
law, and in and to the Mortgage Loans and the proceeds thereof. If a Servicer
Event of Default described in clause (vii) hereof shall occur, the Trustee
shall, by notice in writing to the Servicer, the Depositor and the Master
Servicer, terminate all of the rights and obligations of the Servicer in its
capacity as the Servicer under this Agreement and in and to the Mortgage Loans
and the proceeds thereof. Subject to Section 8.02, on or after the receipt by
the Servicer of such written notice, all authority and power of the Servicer
under this Agreement, whether with respect to the Certificates (other than as a
Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and
be vested in the Trustee, or such other successor servicer as may be appointed
pursuant to Section 8.02, pursuant to and under this Section, and, without
limitation, the Trustee or such other successor servicer is hereby authorized
and empowered, as attorney-in-fact or otherwise, to execute and deliver, on
behalf of and at the expense of the Servicer, any and all documents and other
instruments and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Servicer agrees promptly (and in any event
no later than ten Business Days subsequent to such notice) to provide the
Trustee or such other successor servicer with all documents and records
requested by it to enable it to assume the Servicer's functions under this
Agreement, and to cooperate with the Trustee or such other successor servicer in
effecting the termination of the Servicer's responsibilities and rights under
this Agreement, including, without limitation, the transfer within one Business
Day to the Trustee or such other successor servicer for administration by it of
all cash amounts which at the time shall be or should have been credited by the
Servicer to the Collection Account held by or on behalf of the Servicer or
thereafter be received with respect to the Mortgage Loans or any REO Property
(provided, however, that the Servicer shall continue to be entitled to receive
all amounts accrued or owing to it under this Agreement on or prior to the date
of such termination, whether in respect of P&I Advances, Servicing Advances,
accrued and unpaid Servicing Fees or otherwise, and shall continue to be
entitled to the benefits of Section 7.03, notwithstanding any such termination,
with respect to events occurring prior to such termination). For purposes of
this Section 8.01(a), the Trustee shall not be deemed to have knowledge of a
Servicer Event of Default unless a Responsible Officer of the Trustee assigned
to and working in the Trustee's Corporate Trust Office has actual knowledge
thereof or unless written notice of any event which is in fact such a Servicer
Event of Default is received by the Trustee at its Corporate Trust Office and
such notice references the Certificates, the Trust or this Agreement. The
Trustee shall promptly notify the Master Servicer and the Rating Agencies of the
occurrence of a Servicer Event of Default of which it has knowledge as provided
above.
The Master Servicer, the successor servicer or the Trustee, as
applicable, shall be entitled to be reimbursed by the Servicer (or from amounts
on deposit in the Distribution Account if the Servicer is unable to fulfill its
obligations hereunder) for all reasonable out-of-pocket or third party costs
associated with the transfer of servicing from the predecessor Servicer (or if
the predecessor Servicer is the Master Servicer, the successor servicer or the
Trustee, from the Servicer immediately preceding the Master Servicer, the
successor servicer or the Trustee, as applicable), including without limitation,
any reasonable out-of-pocket or third party 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 Master Servicer,
the successor servicer or the Trustee, as applicable, to correct any errors or
insufficiencies in the servicing data caused by the predecessor Servicer or
otherwise to enable the Master Servicer, the successor servicer or the Trustee,
as applicable, to service the Mortgage Loans properly and effectively, upon
presentation of reasonable documentation of such costs and expenses.
(b) "Master Servicer Event of Default," wherever used herein, means
any one of the following events:
(i) any failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of the
covenants or agreements on the part of the Master Servicer contained
in this Agreement, or the breach by the Master Servicer of any
representation and warranty contained in Section 2.04, which
continues unremedied for a period of 30 days after the date on which
written notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer by the Depositor or the
Trustee or to the Master Servicer, the Depositor and the Trustee by
the Holders of Certificates entitled to at least 25% of the Voting
Rights; or
(ii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency
or similar law or the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceeding, or for the winding-up
or liquidation of its affairs, shall have been entered against the
Master Servicer and such decree or order shall have remained in
force undischarged or unstayed for a period of 90 days; or
(iii) the Master Servicer shall consent to the appointment of
a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or
similar proceedings of or relating to it or of or relating to all or
substantially all of its property; or
(iv) the Master Servicer shall admit in writing its inability
to pay its debts generally as they become due, file a petition to
take advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations.
If a Master Servicer Event of Default shall occur, then, and in each
and every such case, so long as such Master Servicer Event of Default shall not
have been remedied, the Depositor or the Trustee may, and at the written
direction of the Holders of Certificates entitled to at least 51% of Voting
Rights, the Trustee shall, by notice in writing to the Master Servicer (and to
the Depositor if given by the Trustee or to the Trustee if given by the
Depositor) with a copy to each Rating Agency, terminate all of the rights and
obligations of the Master Servicer in its capacity as Master Servicer under this
Agreement, to the extent permitted by law, and in and to the Mortgage Loans and
the proceeds thereof. On or after the receipt by the Master Servicer of such
written notice, all authority and power of the Master Servicer under this
Agreement, whether with respect to the Certificates (other than as a Holder of
any Certificate) or the Mortgage Loans or otherwise including, without
limitation, the compensation payable to the Master Servicer under this
Agreement, shall pass to and be vested in the Trustee pursuant to and under this
Section, and, without limitation, the Trustee is hereby authorized and
empowered, as attorney-in-fact or otherwise, to execute and deliver, on behalf
of and at the expense of the Master Servicer, any and all documents and other
instruments and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer agrees promptly (and in any
event no later than ten Business Days subsequent to such notice) to provide the
Trustee with all documents and records requested by it to enable it to assume
the Master Servicer's functions under this Agreement, and to cooperate with the
Trustee in effecting the termination of the Master Servicer's responsibilities
and rights under this Agreement (provided, however, that the Master Servicer
shall continue to be entitled to receive all amounts accrued or owing to it
under this Agreement on or prior to the date of such termination and shall
continue to be entitled to the benefits of Section 7.03, notwithstanding any
such termination, with respect to events occurring prior to such termination).
For purposes of this Section 8.01(b), the Trustee shall not be deemed to have
knowledge of a Master Servicer Event of Default unless a Responsible Officer of
the Trustee assigned to and working in the Trustee's Corporate Trust Office has
actual knowledge thereof or unless written notice of any event which is in fact
such a Master Servicer Event of Default is received by the Trustee and such
notice references the Certificates, the Trust or this Agreement. The Trustee
shall promptly notify the Rating Agencies of the occurrence of a Master Servicer
Event of Default of which it has knowledge as provided above.
To the extent that the costs and expenses of the Trustee related to
the termination of the Master Servicer, appointment of a successor Master
Servicer or the transfer and assumption of the master servicing by the Trustee
(including, without limitation, (i) all legal costs and expenses and all due
diligence costs and expenses associated with an evaluation of the potential
termination of the Master Servicer as a result of a Master Servicer Event of
Default and (ii) all costs and expenses associated with the complete transfer of
the master servicing, including all servicing files and all servicing data and
the completion, correction or manipulation of such servicing data as may be
required by the successor Master Servicer to correct any errors or
insufficiencies in the servicing data or otherwise to enable the successor
Master Servicer to master service the Mortgage Loans in accordance with this
Agreement) are not fully and timely reimbursed by the terminated Master
Servicer, the Trustee shall be entitled to reimbursement of such costs and
expenses from the Distribution Account. Notwithstanding the above, the Trustee
may, if it shall be unwilling to continue to so act, or shall, if it is unable
to so act, petition a court of competent jurisdiction to appoint, or appoint on
its own behalf any established housing and home finance institution servicer,
master servicer, servicing or mortgage servicing institution having a net worth
of not less than $15,000,000 and meeting such other standards for a successor
master servicer as are set forth in this Agreement, as the successor to such
Master Servicer in the assumption of all of the responsibilities, duties or
liabilities of a master servicer, like the Master Servicer.
Neither the Trustee nor any other successor master servicer shall be
deemed to be in default hereunder by reason of any failure to make, or any delay
in making, any distribution hereunder or any portion thereof or any failure to
perform, or any delay in performing, any duties or responsibilities hereunder,
in either case caused by the failure of the Master Servicer to deliver or
provide, or any delay in delivering or providing, any cash, information,
documents or records to it. Furthermore, neither the Trustee nor any other
successor master servicer shall be liable for any acts or omissions of the
terminated Master Servicer.
Section 8.02 Trustee to Act; Appointment of Successor. (a) On and
after the time the Servicer receives a notice of termination, the Trustee, or
such other successor servicer as may be appointed pursuant to this Section,
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 all the responsibilities, duties and liabilities relating thereto
and arising thereafter shall be assumed by the Trustee or such other successor
servicer (except for any representations or warranties of the Servicer under
this Agreement, the responsibilities, duties and liabilities contained in
Section 2.05 and the obligation to deposit amounts in respect of losses pursuant
to Section 3.10(b)) by the terms and provisions hereof including, without
limitation, the Servicer's obligations to make P&I Advances pursuant to Section
5.03; provided, however, that if the Trustee or such other successor servicer is
prohibited by law or regulation from obligating itself to make advances
regarding delinquent mortgage loans or if the P&I Advance is deemed to be
non-recoverable, then the Trustee or such other successor servicer shall not be
obligated to make P&I Advances pursuant to Section 5.03; and provided further,
that any failure to perform such duties or responsibilities caused by the
Servicer's failure to provide information required by Section 8.01 shall not be
considered a default by the Trustee as successor to the Servicer hereunder or
such other successor servicer; provided, however, that (1) it is understood and
acknowledged by the parties hereto that there will be a period of transition
(not to exceed 90 days) before the actual servicing functions can be fully
transferred to the Trustee or any successor Servicer appointed in accordance
with the following provisions and (2) any failure to perform such duties or
responsibilities caused by the Servicer's failure to provide information
required by Section 8.01 shall not be considered a default by the Trustee as
successor to the Servicer hereunder or such other successor servicer. As
compensation therefor, the Trustee or such other successor servicer shall be
entitled to the Servicing Fee and all funds relating to the Mortgage Loans to
which the Servicer would have been entitled if it had continued to act
hereunder. Notwithstanding the above and subject to the immediately following
paragraph, the Trustee may, if it shall be unwilling to so act, or shall, if it
is unable to so act promptly appoint or petition a court of competent
jurisdiction to appoint, a Person that satisfies the eligibility criteria set
forth below as the successor to the Servicer under this Agreement in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Servicer under this Agreement. Pending appointment of a successor to the
Servicer under this Agreement, the Trustee shall act in such capacity as herein
provided.
Notwithstanding anything herein to the contrary, in no event shall
the Trustee or the Master Servicer be liable for any Servicing Fee or for any
differential in the amount of the Servicing Fee paid hereunder and the amount
necessary to induce any successor Servicer to act as successor Servicer under
this Agreement and the transactions set forth or provided for herein.
Any successor Servicer appointed under this Agreement must (i) be an
established mortgage loan servicing institution that is a Xxxxxx Xxx and Xxxxxxx
Mac approved seller/servicer, (ii) be approved by each Rating Agency by a
written confirmation from each Rating Agency that the appointment of such
successor Servicer would not result in the reduction or withdrawal of the then
current ratings of any outstanding Class of Certificates, (iii) have a net worth
of not less than $15,000,000 and (iv) assume all the responsibilities, duties or
liabilities of the Servicer (other than liabilities of the Servicer hereunder
incurred prior to termination of the Servicer under Section 8.01 herein) under
this Agreement as if originally named as a party to this Agreement.
(b) (1) All servicing transfer costs (including, without limitation,
servicing transfer costs of the type described in Section 8.02(a) and incurred
by the Trustee, and any successor Servicer under paragraph (b)(2) below) shall
be paid by the terminated Servicer upon presentation of reasonable documentation
of such costs, and if such predecessor or initial Servicer, as applicable,
defaults in its obligation to pay such costs, the successor Servicer, and the
Trustee shall be entitled to reimbursement therefor from the assets of the Trust
Fund.
(2) No appointment of a successor to the Servicer under this
Agreement shall be effective until the assumption by the successor of all of the
Servicer's responsibilities, duties and liabilities hereunder. In connection
with such appointment and assumption described herein, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the Servicer as such
hereunder. The Depositor, the Trustee and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession.
Section 8.03 Notification to Certificateholders. (a) Upon any
termination of the Servicer or the Master Servicer pursuant to Section 8.01(a)
or (b) or any appointment of a successor to the Servicer or the Master Servicer
pursuant to Section 8.02, the Trustee shall give prompt written notice thereof
to the Certificateholders at their respective addresses appearing in the
Certificate Register.
(b) Not later than the later of 60 days after the occurrence of any
event, which constitutes or which, with notice or lapse of time or both, would
constitute a Servicer Event of Default or a Master Servicer Event of Default or
five days after a Responsible Officer of the Trustee becomes aware of the
occurrence of such an event, the Trustee shall transmit by mail to all Holders
of Certificates notice of each such occurrence, unless such default or Servicer
Event of Default or Master Servicer Event of Default shall have been cured or
waived.
Section 8.04 Waiver of Servicer Events of Default. The Holders
representing at least 66% of the Voting Rights evidenced by all Classes of
Certificates affected by any default, Servicer Event of Default or Master
Servicer Event of Default hereunder may waive such default, Servicer Event of
Default or Master Servicer Event of Default; provided, however, that a Servicer
Event of Default under clause (i) or (vii) of Section 8.01(a) may be waived only
by all of the Holders of the Regular Certificates. Upon any such waiver of a
default, Servicer Event of Default or Master Servicer Event of Default, such
default, Servicer Event of Default or Master Servicer Event of Default shall
cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default,
Servicer Event of Default or Master Servicer Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
Section 8.05 Interim Servicer Events of Default. The provisions of
this Section 8.05 shall apply during the period prior to the Servicing Transfer
Date. Upon the occurrence of the Interim Servicer Event of Default for which
Fremont may be terminated pursuant to the Assignment Agreement, the Master
Servicer may, and shall, at the direction of the Holders of Certificates
entitled to at least 51% of the Voting Rights, terminate such Assignment
Agreement. The Holders of Certificates evidencing at least 51% of the Voting
Rights of Certificates affected by the Interim Servicer Event of Default may
waive such Interim Servicer Event of Default; provided, however, that (a) the
Interim Servicer Event of Default with respect to Fremont's obligation to make
Monthly Advances may be waived only by all of the Holders of the Certificates
affected by such Interim Servicer Event of Default and (b) no such waiver is
permitted that would materially adversely affect any non consenting
Certificateholder. Subject to the conditions set forth below in this Section
8.05, the Master Servicer, at the direction of the Certificateholders holding
51% of the Voting Rights, shall, concurrently with such termination, either
assume the duties of Fremont under the Assignment Agreement or appoint another
servicer to enter into such Assignment Agreement.
Notwithstanding the foregoing, the Master Servicer may not terminate
Fremont without cause unless the Master Servicer or a successor servicer is
appointed concurrently with such termination. There may be a transition period
of not longer than 90 days prior to the effective date of the servicing transfer
to the successor servicer or Master Servicer, as applicable, provided, however,
that during such transition period, the Master Servicer or successor servicer
shall use commercially reasonable efforts to perform the duties of Fremont in
its capacity as successor servicer.
If the Master Servicer terminates Fremont, the Master Servicer may
name another mortgage loan service company acceptable to each Rating Agency and
such mortgage loan service company shall assume, satisfy, perform and carry out
all liabilities, duties, responsibilities and obligations that are to be, or
otherwise were to have been, satisfied, performed and carried out by Fremont
under the Assignment Agreement. Such successor interim servicer shall be a
mortgage loan servicing institution, with a net worth of at least $25,000,000.
In the event that the Master Servicer cannot appoint a substitute interim
servicer, it shall petition a court of competent jurisdiction for the
appointment of a substitute servicer meeting the foregoing requirements.
In the event Fremont resigns or is terminated as provided above and
the Master Servicer has not appointed a successor interim servicer (or no
successor interim servicer has accepted such appointment) prior to the effective
date of such resignation or termination, then the Master Servicer shall serve as
successor interim servicer and shall succeed to, satisfy, perform and carry out
all obligations which otherwise were to have been satisfied, performed and
carried out by Fremont under the terminated Assignment Agreement until another
successor servicer has been appointed and has accepted its appointment. In no
event shall the Master Servicer be deemed to have assumed the obligations of
Fremont to purchase any Mortgage Loan from the Trust pursuant to the Assignment
Agreement or any obligations of Fremont which were incurred thereunder prior to
the date the Master Servicer assumes the obligations of Fremont under the
Assignment Agreement. As compensation to the Master Servicer for any servicing
obligations fulfilled or assumed by the Master Servicer, the Master Servicer
shall be entitled to any servicing compensation to which Fremont would have been
entitled if the Assignment Agreement with Fremont had not been terminated.
No Certificateholder, solely by virtue of such Holder's status as a
Certificateholder, will have any right under this Agreement to institute any
proceeding with respect to this Agreement or the Assignment Agreement, unless
such Holder previously has given to the Master Servicer written notice of
default and unless the Certificateholders evidencing at least 25% of Voting
Rights have made written request upon the Master Servicer to institute such
proceeding in its own name and have offered to the Master Servicer reasonable
indemnity, and the Master Servicer for 60 days has neglected or refused to
institute any such proceeding.
ARTICLE IX
CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 9.01 Duties of Trustee and Securities Administrator. The
Trustee, prior to the occurrence of a Servicer Event of Default or a Master
Servicer Event of Default and after the curing or waiver of all Master Servicer
Events of Default and all Servicer Events of Default which may have occurred,
and the Securities Administrator each undertake to perform such duties and only
such duties as are specifically set forth in this Agreement as duties of the
Trustee and the Securities Administrator, respectively. During the continuance
of a Master Servicer Event of Default or a Servicer Event of Default, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in its exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs. Any permissive right of the Trustee enumerated in
this Agreement shall not be construed as a duty.
Each of the Trustee and the Securities Administrator, upon receipt
of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to it, which are specifically required to
be furnished pursuant to any provision of this Agreement, shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee or the Securities Administrator, as the case may
be, shall take such action as it deems appropriate to have the instrument
corrected, and if the instrument is not corrected to its satisfaction, the
Securities Administrator will provide notice to the Trustee thereof and the
Trustee will provide notice to the Certificateholders.
The Trustee shall promptly remit to the Servicer any complaint,
claim, demand, notice or other document (collectively, the "Notices") delivered
to the Trustee as a consequence of the assignment of any Mortgage Loan hereunder
and relating to the servicing of the Mortgage Loans; provided than any such
notice (i) is delivered to the Trustee at its Corporate Trust Office, (ii)
contains information sufficient to permit the Trustee to make a determination
that the real property to which such document relates is a Mortgaged Property.
The Trustee shall have no duty hereunder with respect to any Notice it may
receive or which may be alleged to have been delivered to or served upon it
unless such Notice is delivered to it or served upon it at its Corporate Trust
Office and such Notice contains the information required pursuant to clause (ii)
of the preceding sentence.
No provision of this Agreement shall be construed to relieve the
Trustee or the Securities Administrator from liability for its own negligent
action, its own negligent failure to act or its own misconduct; provided,
however, that:
(i) Prior to the occurrence of a Master Servicer Event of
Default, and after the curing or waiver of all such Master Servicer
Events of Default which may have occurred with respect to the
Trustee and at all times with respect to the Securities
Administrator, the duties and obligations of the Trustee shall be
determined solely by the express provisions of this Agreement,
neither the Trustee nor the Securities Administrator shall be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee or
the Securities Administrator and, in the absence of bad faith on the
part of the Trustee or the Securities Administrator, respectively,
the Trustee or the Securities Administrator, respectively, may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates
or opinions furnished to the Trustee or the Securities
Administrator, respectively, that conform to the requirements of
this Agreement;
(ii) Neither the Trustee nor the Securities Administrator
shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or an
officer or officers of the Securities Administrator, respectively,
unless it shall be proved that the Trustee or the Securities
Administrator, respectively, was negligent in ascertaining the
pertinent facts; and
(iii) Neither the Trustee nor the Securities Administrator
shall be 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 Holders of Certificates entitled to at least 25% of
the Voting Rights relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee or
the Securities Administrator or exercising any trust or power
conferred upon the Trustee or the Securities Administrator under
this Agreement.
Section 9.02 Certain Matters Affecting Trustee and Securities
Administrator. (a) Except as otherwise provided in Section 9.01:
(i) Before taking any action or declining to take any action,
as the case may be, under this Agreement, the Trustee and the
Securities Administrator may request and rely upon and shall be
protected in acting or refraining from acting upon any resolution,
Officers' Certificate, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or document
reasonably believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(ii) The Trustee and the Securities Administrator may consult
with counsel of its selection and any advice of such counsel or 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 advice or
Opinion of Counsel;
(iii) Neither the Trustee nor the Securities Administrator
shall be under any obligation to exercise any of the trusts or
powers vested in it by this Agreement or to institute, conduct or
defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders,
pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee or the
Securities Administrator, as the case may be, reasonable security or
indemnity satisfactory to it against the costs, expenses and
liabilities which may be incurred therein or thereby; nothing
contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of a Master Servicer Event of
Default (which has not been cured or waived), to exercise such of
the rights and powers vested in it by this Agreement, and to use the
same degree of care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct of such
person's own affairs;
(iv) Neither the Trustee nor the Securities Administrator
shall be liable for any action taken, suffered or omitted by it in
good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement;
(v) Prior to the occurrence of a Master Servicer Event of
Default hereunder and after the curing or waiver of all Master
Servicer Events of Default which may have occurred with respect to
the Trustee and at all times with respect to the Securities
Administrator, neither the Trustee nor the Securities Administrator
shall be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing to do so by the
Holders of Certificates entitled to at least 25% of the Voting
Rights; provided, however, that if the payment within a reasonable
time to the Trustee or the Securities Administrator of the costs,
expenses or liabilities likely to be incurred by it in the making of
such investigation is, in the opinion of the Trustee or the
Securities Administrator, as applicable, not reasonably assured to
the Trustee or the Securities Administrator by such
Certificateholders, the Trustee or the Securities Administrator, as
applicable, may require reasonable indemnity satisfactory to it
against such expense, or liability from such Certificateholders as a
condition to taking any such action;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible
for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder;
(vii) The Trustee shall not be liable for any loss resulting
from the investment of funds held in the Collection Account, or for
any loss resulting from the redemption or sale of any such
investment as therein authorized;
(viii) The Trustee shall not be deemed to have notice of any
default, Master Servicer Event of Default or Servicer Event of
Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in
fact such a default is received by a Responsible Officer of the
Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Certificates and this Agreement; and
(ix) The rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its
right to be indemnified, are extended to, and shall be enforceable
by, each agent, custodian and other Person employed to act
hereunder.
(b) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
other proceeding relating thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in its name for the benefit of all
the Holders of such Certificates, subject to the provisions of this Agreement.
(c) The Securities Administrator is hereby directed by the Depositor
to execute the Interest Rate Swap Agreement on behalf of the Trust Fund in the
form presented to it by the Depositor and shall have no responsibility for the
contents of the Interest Rate Swap Agreement, including, without limitation, the
representations and warranties contained therein. Any funds payable by the
Securities Administrator under the Interest Rate Swap Agreement at closing shall
be paid by the Depositor. Notwithstanding anything to the contrary contained
herein or in the Interest Rate Swap Agreement, the Securities Administrator
shall not be required to make any payments to the counterparty under the
Interest Rate Swap Agreement. The Securities Administrator hereby agrees to
promptly provide to the Credit Risk Manager any reset/payment advice or reset
notification, or any other notice, report or statement received from the Swap
Provider in connection with the Interest Rate Swap Agreement.
(d) None of the Securities Administrator, the Master Servicer, the
Servicer, the Seller, the Depositor, the Custodian or the Trustee shall be
responsible for the acts or omissions of the others, it being understood that
this Agreement shall not be construed to render those partners joint venturers
or agents of one another.
Section 9.03 Trustee and Securities Administrator not Liable for
Certificates or Mortgage Loans. The recitals contained herein and in the
Certificates (other than the signature of the Securities Administrator, the
authentication of the Securities Administrator on the Certificates, the
acknowledgments of the Trustee contained in Article II and the representations
and warranties of the Trustee in Section 9.12) shall be taken as the statements
of the Depositor and neither the Trustee nor the Securities Administrator
assumes any responsibility for their correctness. Neither the Trustee nor the
Securities Administrator makes any representations or warranties as to the
validity or sufficiency of this Agreement (other than as specifically set forth
in Section 9.12) or of the Certificates (other than the signature of the
Securities Administrator and authentication of the Securities Administrator on
the Certificates) or of any Mortgage Loan or related document. The Trustee and
the Securities Administrator shall not be accountable for the use or application
by the Depositor of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor
or the Master Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Collection Account by the Servicer, other than with respect
to the Securities Administrator any funds held by it or on behalf of the Trustee
in accordance with Section 3.23 and 3.24.
Section 9.04 Trustee and Securities Administrator May Own
Certificates. Each of the Trustee and the Securities Administrator in its
individual capacity or any other capacity may become the owner or pledgee of
Certificates and may transact business with other interested parties and their
Affiliates with the same rights it would have if it were not Trustee or the
Securities Administrator.
Section 9.05 Fees and Expenses of Trustee and Securities
Administrator. The fees of the Trustee and the Securities Administrator
hereunder and of Xxxxx Fargo as Custodian shall be paid in accordance with a
side letter agreement with the Master Servicer and at the sole expense of the
Master Servicer. In addition, the Trustee, the Securities Administrator, the
Custodian and any director, officer, employee or agent of the Trustee, the
Securities Administrator and the Custodian shall be indemnified by the Trust and
held harmless against any loss, liability or expense (including reasonable
attorney's fees and expenses) incurred by the Trustee, the Custodian or the
Securities Administrator arising out of or in connection with the acceptance or
administration of its respective obligations and duties under this Agreement,
including the Interest Rate Swap Agreement and any and all other agreements
related thereto, other than any loss, liability or expense (i) for which the
Trustee is indemnified by the Master Servicer or the Servicer, (ii) that
constitutes a specific liability of the Trustee or the Securities Administrator
pursuant to Section 11.01(g) or (iii) any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or negligence in the performance of
duties hereunder by the Trustee or the Securities Administrator or by reason of
reckless disregard of obligations and duties hereunder. In no event shall the
Trustee or the Securities Administrator be liable for special, indirect or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits), even if it has been advised of the likelihood of such loss or
damage and regardless of the form of action. The Master Servicer agrees to
indemnify the Trustee, from, and hold the Trustee harmless against, any loss,
liability or expense (including reasonable attorney's fees and expenses)
incurred by the Trustee by reason of the Master Servicer's willful misfeasance,
bad faith or gross negligence in the performance of its duties under this
Agreement or by reason of the Master Servicer's reckless disregard of its
obligations and duties under this Agreement. In addition, the Seller agrees to
indemnify the Trustee for, and to hold the Trustee harmless against, any loss,
liability or expense arising out of, or in connection with, the provisions set
forth in the last paragraph of Section 2.01, including, without limitation, all
costs, liabilities and expenses (including reasonable legal fees and expenses)
of investigating and defending itself against any claim, action or proceeding,
pending or threatened, relating to the provisions of such paragraph. The
indemnities in this Section 9.05 shall survive the termination or discharge of
this Agreement and the resignation or removal of the Master Servicer, the
Trustee, the Securities Administrator or the Custodian. Any payment hereunder
made by the Master Servicer to the Trustee shall be from the Master Servicer's
own funds, without reimbursement from the Lower Tier REMIC therefor.
Section 9.06 Eligibility Requirements for Trustee and Securities
Administrator. The Trustee and the Securities Administrator shall at all times
be a corporation or an association (other than the Depositor, the Seller, the
Master Servicer or any Affiliate of the foregoing) organized and doing business
under the laws of any state or the United States of America, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 (or a member of a bank holding company whose
capital and surplus is at least $50,000,000) and subject to supervision or
examination by federal or state authority. If such corporation or association
publishes reports of conditions at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation or
association shall be deemed to be its combined capital and surplus as set forth
in its most recent report of conditions so published. In case at any time the
Trustee or the Securities Administrator, as applicable, shall cease to be
eligible in accordance with the provisions of this Section, the Trustee or the
Securities Administrator, as applicable, shall resign immediately in the manner
and with the effect specified in Section 9.07.
Section 9.07 Resignation and Removal of Trustee and Securities
Administrator. The Trustee and the Securities Administrator may at any time
resign and be discharged from the trust hereby created by giving written notice
thereof to the Depositor, to the Master Servicer, to the Securities
Administrator (or the Trustee, if the Securities Administrator resigns) and to
the Certificateholders. Upon receiving such notice of resignation, the Depositor
shall promptly appoint a successor trustee or successor securities administrator
by written instrument, in duplicate, which instrument shall be delivered to the
resigning Trustee or Securities Administrator, as applicable, and to the
successor trustee or successor securities administrator, as applicable. A copy
of such instrument shall be delivered to the Certificateholders, the Trustee,
the Securities Administrator and the Master Servicer by the Depositor. If no
successor trustee or successor securities administrator shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee or Securities Administrator, as the
case may be, may, at the expense of the Trust Fund, petition any court of
competent jurisdiction for the appointment of a successor trustee, successor
securities administrator, Trustee or Securities Administrator, as applicable.
If at any time the Trustee or the Securities Administrator shall
cease to be eligible in accordance with the provisions of Section 9.06 and shall
fail to resign after written request therefor by the Depositor, or if at any
time the Trustee or the Securities Administrator shall become incapable of
acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee
or the Securities Administrator or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or the Securities
Administrator or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Depositor may remove the Trustee or the
Securities Administrator, as applicable and appoint a successor trustee or
successor securities administrator, as applicable, by written instrument, in
duplicate, which instrument shall be delivered to the Trustee or the Securities
Administrator so removed and to the successor trustee or successor securities
administrator. A copy of such instrument shall be delivered to the
Certificateholders, the Trustee, the Securities Administrator and the Master
Servicer by the Depositor.
The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee or the Securities Administrator and
appoint a successor trustee or successor securities administrator by written
instrument or instruments, in triplicate, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered to the Depositor, one complete set to the Trustee or the Securities
Administrator so removed and one complete set to the successor so appointed. A
copy of such instrument shall be delivered to the Certificateholders, the
Trustee (in the case of the removal of the Securities Administrator), the
Securities Administrator (in the case of the removal of the Trustee) and the
Master Servicer by the Depositor.
Any resignation or removal of the Trustee or the Securities
Administrator and appointment of a successor trustee or successor securities
administrator pursuant to any of the provisions of this Section shall not become
effective until acceptance of appointment by the successor trustee or successor
securities administrator, as applicable, as provided in Section 8.08.
Notwithstanding anything to the contrary contained herein, the Master Servicer
and the Securities Administrator shall at all times be the same Person.
Section 9.08 Successor Trustee or Securities Administrator. Any
successor trustee or successor securities administrator appointed as provided in
Section 9.07 shall execute, acknowledge and deliver to the Depositor and its
predecessor trustee or predecessor securities administrator an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor trustee or predecessor securities administrator shall become
effective and such successor trustee or successor securities administrator
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee or securities administrator
herein. The predecessor trustee or predecessor securities administrator shall
deliver to the successor trustee or successor securities administrator all
Mortgage Files and related documents and statements to the extent held by it
hereunder, as well as all moneys, held by it hereunder, and the Depositor and
the predecessor trustee or predecessor securities administrator shall execute
and deliver such instruments and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in the successor
trustee or successor securities administrator all such rights, powers, duties
and obligations.
No successor trustee or successor securities administrator shall
accept appointment as provided in this Section unless at the time of such
acceptance such successor trustee or successor securities administrator shall be
eligible under the provisions of Section 8.06 and the appointment of such
successor trustee or successor securities administrator shall not result in a
downgrading of any Class of Certificates by any Rating Agency, as evidenced by a
letter from each Rating Agency.
Upon acceptance of appointment by a successor trustee or successor
securities administrator as provided in this Section, the Depositor shall mail
notice of the succession of such trustee hereunder to all Holders of
Certificates at their addresses as shown in the Certificate Register. If the
Depositor fails to mail such notice within 10 days after acceptance of
appointment by the successor trustee or successor securities administrator, the
successor trustee or successor securities administrator shall cause such notice
to be mailed at the expense of the Depositor.
Section 9.09 Merger or Consolidation of Trustee or Securities
Administrator. Any corporation or association into which the Trustee or the
Securities Administrator may be merged or converted or with which it may be
consolidated or any corporation or association resulting from any merger,
conversion or consolidation to which the Trustee or the Securities Administrator
shall be a party, or any corporation or association succeeding to the business
of the Trustee or the Securities Administrator shall be the successor of the
Trustee or the Securities Administrator hereunder, provided such corporation or
association shall be eligible under the provisions of Section 8.06, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section 9.10 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Lower Tier REMIC or property securing the same may at the time be located, the
Trustee shall have the power and shall execute and deliver all instruments to
appoint one or more Persons approved by the Trustee to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees,
of all or any part of the Lower Tier REMIC, and to vest in such Person or
Persons, in such capacity, and for the benefit of the Holders of the
Certificates, such title to the Lower Tier REMIC, or any part thereof, and,
subject to the other provisions of this Section 9.10, such powers, duties,
obligations, rights and trusts as the Trustee may consider necessary or
desirable. No co-trustee or separate trustee hereunder shall be required to meet
the terms of eligibility as a successor trustee under Section 9.06 hereunder and
no notice to Holders of Certificates of the appointment of co-trustee(s) or
separate trustee(s) shall be required under Section 8.08 hereof.
In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 9.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed by the Trustee (whether as
Trustee hereunder or as successor to a defaulting Master Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Lower Tier REMIC or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article IX. Each separate trustee and co-trustee, upon its acceptance of
the trust conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee, or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
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 or co-trustee.
Section 9.11 Appointment of Office or Agency. The Certificates may
be surrendered for registration of transfer or exchange at the Securities
Administrator's office located at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx 00000, and presented for final distribution at the
Corporate Trust Office of the Securities Administrator where notices and demands
to or upon the Securities Administrator in respect of the Certificates and this
Agreement may be served.
Section 9.12 Representations and Warranties. The Trustee hereby
represents and warrants to the Master Servicer, the Securities Administrator and
the Depositor as applicable, as of the Closing Date, that:
(i) It is a national banking association duly organized,
validly existing and in good standing under the laws of the United
States, (ii) The execution and delivery of this Agreement by it, and
the performance and compliance with the terms of this Agreement by
it, will not violate its articles of association or bylaws or
constitute a default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, or result in the
breach of, any material agreement or other instrument to which it is
a party or which is applicable to it or any of its assets.
(ii) It has the full power and authority to enter into and
consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this
Agreement, and has duly executed and delivered this Agreement. (iv)
This Agreement, assuming due authorization, execution and delivery
by the other parties hereto, constitutes a valid, legal and binding
obligation of it, enforceable against it in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency,
receivership, reorganization, moratorium and other laws affecting
the enforcement of creditors' rights generally, and (B) general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(iii) It is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any
law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in its good faith and
reasonable judgment, is likely to affect materially and adversely
either the ability of it to perform its obligations under this
Agreement or its financial condition.
(iv) No litigation is pending or, to the best of its
knowledge, threatened against it, which would prohibit it from
entering into this Agreement or, in its good faith reasonable
judgment, is likely to materially and adversely affect either the
ability of it to perform its obligations under this Agreement or its
financial condition.
ARTICLE X
TERMINATION
Xxxxxxx 00.00 Xxxxxxxxxxx Xxxx Xxxxxxxxxx or Liquidation of All
Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Servicer, the Master
Servicer and the Trustee (other than the obligations of the Master Servicer to
the Trustee pursuant to Section 9.05 and of the Servicer to make remittances to
the Securities Administrator and the Securities Administrator to make payments
in respect of the Lower Tier REMIC Regular Interests or the Classes of
Certificates as hereinafter set forth) shall terminate upon payment to the
Certificateholders and the deposit of all amounts held by or on behalf of the
Trustee and required hereunder to be so paid or deposited on the Distribution
Date coinciding with or following the earlier to occur of (i) the purchase by
the Servicer (as described below) all Mortgage Loans and each REO Property
remaining in the Lower Tier REMIC and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or
REO Property remaining in the Lower Tier REMIC; provided, however, that 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. Xxxxx, living on the
date hereof.
(b) The Servicer may, at its option (the party exercising such right
the "Terminator"), terminate this Agreement on any Distribution Date on which
the aggregate of the Stated Principal Balances of the Mortgage Loans (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) on such date is equal
to or less than 10% of the aggregate Stated Principal Balance of the Mortgage
Loans on the Cut-off Date, by purchasing, on such Distribution Date, all of the
outstanding Mortgage Loans and REO Properties at a price equal to the fair
market value of the Mortgage Loans and REO Properties (as determined by the
Terminator and, to the extent that the Class A Certificates or a Class of
Mezzanine Certificates will not receive all amounts owed to it as a result of
the termination, the Securities Administrator, 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)), 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, P&I Advances, any unpaid
Servicing Fees allocable to such Mortgage Loans and REO Properties, any accrued
unpaid Net WAC Rate Carryover Amount, any previously unpaid Allocated Realized
Loss Amounts and any Swap Termination Payment to the Swap Provider then
remaining unpaid or which is due to the exercise of such option (the "Actual
Swap Termination Payment"), and any unreimbursed expenses due to any party to
this Agreement (the "Termination Price"). In connection with any such purchase
pursuant to the preceding paragraph, the Servicer 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. The Servicer shall provide notice to the Swap Provider of the exercise
of its option to terminate this Agreement under this Section, which notice shall
be given to the Swap Provider at the same time that the Servicer notifies the
Securities Administrator.
Any such purchase shall be accomplished by deposit into the
Distribution Account on the Determination Date before such Distribution Date of
the Estimated Termination Price. Upon receipt of the funds required to be
deposited pursuant to the preceding sentence, the Securities Administrator shall
immediately notify the Swap Provider of such deposit by the Terminator. Two
Business Days prior to the Determination Date before the Distribution Date of
the Termination Price, the Securities Administrator shall request the Swap
Provider to provide the amount of the Estimated Swap Termination Payment one
Business Day prior to such Determination Date. The Securities Administrator
shall promptly notify the Terminator of the Estimated Swap Termination Payment
communicated to it by the Swap Provider. In the event that the Actual Swap
Termination Payment calculated under the Interest Rate Swap Agreement is less
than the Estimated Swap Termination Payment deposited by the Terminator, such
excess shall be remitted from the Distribution Account to the Terminator on the
Determination Date.
(c) 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 Securities
Administrator for payment of the final distribution and cancellation, shall be
given promptly by the Securities Administrator upon the Securities Administrator
receiving notice of such date from the Servicer, 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 Securities Administrator therein designated, (2)
the amount of any such final distribution and (3) that the Record Date otherwise
applicable to such Distribution Date is not applicable, distributions being made
only upon presentation and surrender of the Certificates at the office or agency
of the Securities Administrator therein specified.
(d) Upon presentation and surrender of the Certificates, the
Securities Administrator shall cause to be distributed to the Holders of the
Certificates on the Distribution Date for such final distribution, in proportion
to the Percentage Interests of their respective Class and to the extent that
funds are available for such purpose, an amount equal to the amount required to
be distributed to such Holders in accordance with the provisions of Section 5.01
for such Distribution Date.
(e) In the event that all Certificateholders shall not surrender
their Certificates for final payment and cancellation on or before such final
Distribution Date, the Securities Administrator shall promptly following such
date cause all funds in the Distribution Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate Servicing
Account for the benefit of such Certificateholders, and the Master Servicer (if
the Servicer has exercised its right to purchase the Mortgage Loans) or the
Securities Administrator (in any other case) shall give a second written notice
to the remaining Certificateholders, to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
nine months after the second notice all the Certificates shall not have been
surrendered for cancellation, the Residual Certificateholder shall be entitled
to all unclaimed funds and other assets which remain subject hereto, and the
Securities Administrator upon transfer of such funds shall be discharged of any
responsibility for such funds, and the Certificateholders shall look to the
Residual Certificateholder for payment.
Section 10.02 Additional Termination Requirements. (a) In the event
that the Servicer purchases all the Mortgage Loans and each REO Property or the
final payment on or other liquidation of the last Mortgage Loan or REO Property
remaining in the Lower Tier REMIC pursuant to Section 10.01, the Trust Fund
shall be terminated in accordance with the following additional requirements:
(i) The Securities Administrator on behalf of the Trustee
shall specify the first day in the 90-day liquidation period in a
statement attached to each Trust REMIC's final Tax Return pursuant
to Treasury regulation Section 1.860F-1 and shall satisfy all
requirements of a qualified liquidation under Section 860F of the
Code and any regulations thereunder, as evidenced by an Opinion of
Counsel obtained by and at the expense of the Servicer;
(ii) During such 90-day liquidation period and, at or prior to
the time of making of the final payment on the Certificates, the
Securities Administrator on behalf of the Trustee shall sell all of
the assets of the Lower Tier REMIC to the Servicer for cash; and
(iii) At the time of the making of the final payment on the
Certificates, the Securities Administrator shall distribute or
credit, or cause to be distributed or credited, to the Holders of
the Residual Certificates all cash on hand in the Trust Fund (other
than cash retained to meet claims), and the Trust Fund shall
terminate at that time.
(b) At the expense of the Servicer (or, if the Trust Fund is being
terminated as a result of the occurrence of the event described in clause (ii)
of the first paragraph of Section 10.01, at the expense of the Trust Fund), the
Servicer shall prepare or cause to be prepared the documentation required in
connection with the adoption of a plan of liquidation of each Trust REMIC
pursuant to this Section 10.02.
(c) By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the Trustee to specify the 90-day liquidation period for each
Trust REMIC, which authorization shall be binding upon all successor
Certificateholders.
ARTICLE XI
REMIC PROVISIONS
Section 11.01 REMIC Administration. (a) REMIC elections as set forth
in the Preliminary Statement shall be made by the Trustee on Form 1066 or other
appropriate federal tax or information return for the taxable year ending on the
last day of the calendar year in which the Certificates are issued. The regular
interests and residual interest in each REMIC shall be as designated in the
Preliminary Statement.
(b) The Closing Date is hereby designated as the "Startup Day" of
each REMIC within the meaning of section 860G(a)(9) of the Code.
(c) The Securities Administrator shall pay any and all tax related
expenses (not including taxes) of each Trust REMIC, including but not limited to
any professional fees or expenses related to audits or any administrative or
judicial proceedings with respect to each REMIC that involve the Internal
Revenue Service or state tax authorities, but only to the extent that (i) such
expenses are ordinary or routine expenses, but not including expenses of a
routine audit or expenses of litigation (except as described in (ii)); or (ii)
such expenses or liabilities (including taxes and penalties) are attributable to
the negligence or willful misconduct of the Securities Administrator in
fulfilling its duties hereunder. The Securities Administrator shall be entitled
to reimbursement of expenses to the extent provided in clause (i) above from the
Collection Account.
(d) The Securities Administrator shall prepare and file, and the
Trustee shall sign all of the Tax Returns in respect of each Trust REMIC created
hereunder. The expenses of preparing and filing such returns shall be borne by
the Securities Administrator without any right of reimbursement thereof.
(e) The Holder of the Residual Certificate at any time holding the
largest Percentage Interest thereof shall be the "tax matters person" as defined
in the REMIC Provisions (the "Tax Matters Person") with respect to the related
REMIC and shall act as Tax Matters Person for each Trust REMIC. The Securities
Administrator, as agent for the Tax Matters Person, shall perform on behalf of
each REMIC all reporting and other tax compliance duties that are the
responsibility of such REMIC under the Code, the REMIC Provisions, or other
compliance guidance issued by the Internal Revenue Service or any state or local
taxing authority. Among its other duties, if required by the Code, the REMIC
Provisions, or other such guidance, the Securities Administrator, as agent for
the Tax Matters Person, shall provide (i) to the Treasury or other governmental
authority such information as is necessary for the application of any tax
relating to the transfer of a Residual Certificate to any disqualified person or
organization and (ii) to the Certificateholders such information or reports as
are required by the Code or REMIC Provisions. The Securities Administrator, as
agent for the Tax Matters Person, shall represent each REMIC in any
administrative or judicial proceedings relating to an examination or audit by
any governmental taxing authority, request an administrative adjustment as to
any taxable year of any REMIC, enter into settlement agreements with any
government taxing agency, extend any statute of limitations relating to any item
of any REMIC and otherwise act on behalf of any REMIC in relation to any tax
matter involving the Trust.
(f) The Securities Administrator 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 Trust 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 Securities Administrator nor the Holder of any Residual
Certificate shall take any action, cause either REMIC created hereunder to take
any action or fail to take (or fail to cause to be taken) any action that, under
the REMIC Provisions, if taken or not taken, as the case may be, could (i)
endanger the status of such REMIC as a REMIC or (ii) result in the imposition of
a tax upon such REMIC (including but not limited to the tax on prohibited
transactions as defined in Code Section 860F(a)(2) and the tax on prohibited
contributions set forth on Section 860G(d) of the Code) (either such event, an
"Adverse REMIC Event") unless the Trustee and the Securities Administrator 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 either REMIC created hereunder or the assets therein, or
causing such REMIC to take any action, which is not expressly permitted under
the terms of this Agreement, any Holder of a Residual Certificate will consult
with the Trustee and the Securities Administrator, or their respective
designees, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to either REMIC, and no such Person
shall take any such action or cause either REMIC to take any such action as to
which the Trustee or the Securities Administrator 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 Trust REMIC created hereunder by federal or state
governmental authorities. To the extent that such Trust taxes are not paid by a
Residual Certificateholder, the Securities Administrator shall pay any remaining
REMIC taxes out of current or future amounts otherwise distributable to the
Holder of the Residual Certificate in the REMICs or, if no such amounts are
available, out of other amounts held in the Distribution Account, and shall
reduce amounts otherwise payable to Holders of regular interests in the related
REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or
local tax, including franchise taxes, as a result of a determination that such
REMIC is domiciled in the State of California or any other state for state tax
purposes by virtue of the location of the Servicer or any subservicer, 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 Securities Administrator 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 Securities Administrator shall enter
into any arrangement by which any REMIC created hereunder will receive a fee or
other compensation for services.
(k) The Securities Administrator will apply for an Employee
Identification Number from the Internal Revenue Service via a Form SS-4 or other
acceptable method for all tax entities and shall complete the Form 8811 within
30 days of the Closing Date.
Section 11.02 Prohibited Transactions and Activities. Neither the
Depositor, the Servicer, the Master Servicer, the Securities Administrator 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 either REMIC, nor
sell or dispose of any investments in the Distribution Account for gain, nor
accept any contributions to either REMIC after the Closing Date, unless it has
received an Opinion of Counsel (at the expense of the party causing such sale,
disposition, or substitution) that such disposition, acquisition, substitution,
or acceptance will not (a) affect adversely the status of either 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 either REMIC created hereunder to be
subject to a tax on prohibited transactions or prohibited contributions pursuant
to the REMIC Provisions.
Section 11.03 Indemnification with Respect to Certain Taxes and Loss
of REMIC Status. (a) The Trustee agrees to be liable for any taxes and costs
incurred by the Trust Fund, the Depositor, the Master Servicer, the Securities
Administrator or the Servicer including, without limitation, any reasonable
attorneys fees imposed on or incurred by the Trust Fund, the Depositor, the
Master Servicer, the Securities Administrator or the Servicer as a result of the
Trustee's failure to perform its covenants set forth in this Article XI in
accordance with the standard of care of the Trustee set forth in this Agreement.
(b) The Servicer agrees to indemnify the Trust Fund, the Depositor,
the Master Servicer, the Securities Administrator and the Trustee for any taxes
and costs including any reasonable attorneys' fees imposed on or incurred by the
Trust Fund, the Depositor, the Master Servicer, the Securities Administrator or
the Trustee, as a result of the Servicer's failure to perform its covenants set
forth in Article III in accordance with the standard of care of the Servicer set
forth in this Agreement.
(c) The Master Servicer agrees to indemnify the Trust Fund, the
Depositor, the Servicer and the Trustee for any taxes and costs including any
reasonable attorneys' fees imposed on or incurred by the Trust Fund, the
Depositor, the Servicer or the Trustee, as a result of the Master Servicer's
failure to perform its covenants set forth in Article IV in accordance with the
standard of care of the Master Servicer set forth in this Agreement.
(d) The Securities Administrator agrees to be liable for any taxes
and costs incurred by the Trust Fund, the Depositor or the Trustee including any
reasonable attorneys fees imposed on or incurred by the Trust Fund, the
Depositor, the Servicer or the Trustee as a result of the Securities
Administrator's failure to perform its covenants set forth in this Article XI in
accordance with the standard of care of the Securities Administrator set forth
in this Agreement.
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01 Amendment. This Agreement may be amended from time to
time by the Depositor, the Servicer, the Master Servicer, the Securities
Administrator and the Trustee, but without the consent of any of the
Certificateholders, (i) to cure any ambiguity or defect, (ii) to correct, modify
or supplement any provisions herein (including to give effect to the
expectations of Certificateholders), or (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 an Opinion of Counsel delivered to the Trustee,
adversely affect in any material respect the interests of any Certificateholder;
provided that any such amendment shall be deemed not to adversely affect in any
material respect the interests of the Certificateholders and no such Opinion of
Counsel shall be required if the Person requesting such amendment obtains a
letter from each Rating Agency stating that such amendment would not result in
the downgrading or withdrawal of the respective ratings then assigned to the
Certificates. No amendment shall be deemed to adversely affect in any material
respect the interests of any Certificateholder who shall have consented thereto,
and no Opinion of Counsel shall be required to address the effect of any such
amendment on any such consenting Certificateholder. Notwithstanding any of the
other provisions of this Section 12.01, none of the Depositor, the Servicer, the
Master Servicer, the Securities Administrator or the Trustee shall enter into
any amendment of this Agreement that could have an adverse effect on the Swap
Provider without the prior written consent of the Swap Provider.
This Agreement may also be amended from time to time by the
Depositor, the Servicer, the Master Servicer, the Securities Administrator and
the Trustee with the consent of the Holders of Certificates entitled to at least
66% of the Voting Rights for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Holders of Certificates; provided,
however, that no such amendment shall (i) reduce in any manner the amount of, or
delay the timing of, payments received on Mortgage Loans which are required to
be distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) as evidenced by an Opinion of Counsel delivered to the
Trustee, adversely affect in any material respect the interests of the Holders
of any Class of Certificates in a manner, other than as described in (i),
without a letter from each Rating Agency stating that such amendment would not
result in the downgrading or withdrawal of the respective ratings then assigned
to the Certificates, or (iii) modify the consents required by the immediately
preceding clauses (i) and (ii) without the consent of the Holders of all
Certificates then outstanding. Notwithstanding any other provision of this
Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 12.01, Certificates registered in the name of the Depositor or the
Servicer or any Affiliate thereof shall be entitled to Voting Rights with
respect to matters affecting such Certificates. Without limiting the generality
of the foregoing, any amendment to this Agreement required in connection with
the compliance with or the clarification of any reporting obligations described
in Section 5.08 hereof shall not require the consent of any Certificateholder
and without the need for any Opinion of Counsel or Rating Agency confirmation.
Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel to the effect that such amendment is
permitted hereunder and will not result in the imposition of any tax on any
Trust REMIC pursuant to the REMIC Provisions or cause any Trust REMIC to fail to
qualify as a REMIC at any time that any Certificates are outstanding and that
such amendment is authorized or permitted by this Agreement.
Promptly after the execution of any such amendment the Trustee shall
furnish a copy of such amendment to each Certificateholder. It shall not be
necessary for the consent of Certificateholders under this Section 12.01 to
approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations as
the Trustee may prescribe. The cost of any Opinion of Counsel to be delivered
pursuant to this Section 12.01 shall be borne by the Person seeking the related
amendment, but in no event shall such Opinion of Counsel be an expense of the
Trustee. The Trustee may, but shall not be obligated to enter into any amendment
pursuant to this Section that affects its rights, duties and immunities under
this Agreement or otherwise.
Section 12.02 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 Depositor at the expense of
the Certificateholders, but only upon direction of the Certificateholders
accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 12.03 Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of any of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.
No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement, unless 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 whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the equal,
ratable and common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.
Section 12.04 Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws without regard to conflicts of laws principles thereof.
Section 12.05 Notices. All directions, demands and notices hereunder
shall be in writing and shall be deemed to have been duly given when received if
sent by facsimile, receipt confirmed, if personally delivered at or mailed by
first class mail, postage prepaid, or by express delivery service or delivered
in any other manner specified herein, to (a) in the case of the Depositor, SG
Mortgage Securities, LLC, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxxx Xxxxxxxxx (telecopy number (000) 000-0000) or such other
address or telecopy number as may hereafter be furnished to the Servicer, the
Master Servicer, the Securities Administrator, Swap Provider and the Trustee in
writing by the Depositor, (b) in the case of the Servicer, Xxxxx Fargo Bank,
N.A., 1 Home Campus, Xxx Xxxxxx, Xxxx 00000, Attention: Xxxx X. Xxxxx, MAC
X2401-042 (telecopy number: (000) 000-0000) with a copy to: Xxxxx Fargo Bank,
N.A., 1 Home Campus, Xxx Xxxxxx, Xxxx 00000, Attention: Xxxxxxx Xxxxxxx, XXX,
X0000-00X, or such other address or telecopy number as may hereafter be
furnished to the Trustee, the Master Servicer, the Securities Administrator,
Swap Provider and the Depositor in writing by the Servicer, (c) in the case of
the Master Servicer and the Securities Administrator, X.X. Xxx 00, Xxxxxxxx,
Xxxxxxxx 00000 and for overnight delivery to 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxx 00000, Attention: Corporate Trust Services - SGMS 2006-FRE2 (telecopy
number: (000) 000-0000), or such other address or telecopy number as may
hereafter be furnished to the Trustee, the Depositor, Swap Provider and the
Servicer in writing by the Master Servicer or the Securities Administrator, (d)
in the case of the Trustee, at the Corporate Trust Office or such other address
or telecopy number as may hereafter be furnished to the Servicer, the Master
Servicer, the Securities Administrator, Swap Provider and the Depositor in
writing by the Trustee and (e) in the case of the Swap Provider, Bear Xxxxxxx
Financial Products, Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: DPC Manager (telecopy number: (000) 000-0000), or such other address
or telecopy number as may hereafter be furnished to the Servicer, Master
Servicer, Securities Administrator, Trustee and the Depositor in writing by the
Swap Provider. Any notice required or permitted to be given to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder also shall be mailed to the appropriate party in the manner
set forth above.
Section 12.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.
Section 12.07 Notice to Rating Agencies. The Trustee shall use its
best efforts promptly to provide notice to the Rating Agencies with respect to
each of the following of which a Responsible Officer has actual knowledge:
1. Any material change or amendment to this Agreement;
2. The occurrence of any Servicer Event of Default or Master
Servicer Event of Default that has not been cured or waived;
3. The resignation or termination of the Servicer, the Master
Servicer or the Trustee;
4. The repurchase or substitution of Mortgage Loans pursuant to or
as contemplated by Section 2.03;
5. The final payment to the Holders of any Class of Certificates;
6. Any change in the location of the Distribution Account; and
7. Any event that would result in the inability of the Trustee as
successor Servicer to make advances regarding delinquent Mortgage Loans.
In addition, the Securities Administrator shall promptly make
available to each Rating Agency copies of each report to Certificateholders
described in Section 5.02.
The Servicer shall make available to each Rating Agency copies of
the following:
1. Each annual statement as to compliance described in Section 3.17;
2. Each annual independent public accountants' servicing report
described in Section 3.18; and
3. Any change in the location of the Collection Account.
Any such notice pursuant to this Section 12.07 shall be in writing
and shall be deemed to have been duly given if personally delivered at or mailed
by first class mail, postage prepaid, or by express delivery service to Standard
& Poor's, a division of the XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, to Fitch Ratings, 0 Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, to Dominion Bond Rating Service, Inc., Xxx Xxxxxxxx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000 and to Xxxxx'x Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 or such other addresses as the Rating Agencies may designate in
writing to the parties hereto.
Section 12.08 Article and Section References. All article and
section references used in this Agreement, unless otherwise provided, are to
articles and sections in this Agreement.
Section 12.09 Grant of Security Interest. It is the express intent
of the parties hereto that the conveyance of the Mortgage Loans by the Depositor
to the Trustee, on behalf of the Trust and for the benefit of the
Certificateholders, be, and be construed as, a sale of the Mortgage Loans by the
Depositor and not a pledge of the Mortgage Loans to secure a debt or other
obligation of the Depositor. However, in the event that, notwithstanding the
aforementioned intent of the parties, the Mortgage Loans are held to be property
of the Depositor, then, (a) it is the express intent of the parties that such
conveyance be deemed a pledge of the Mortgage Loans by the Depositor to the
Trustee, on behalf of the Trust and for the benefit of the Certificateholders,
to secure a debt or other obligation of the Depositor and (b)(1) this Agreement
shall also be deemed to be a security agreement within the meaning of Articles 8
and 9 of the Uniform Commercial Code as in effect from time to time in the State
of New York; (2) the conveyance provided for in Section 2.01 shall be deemed to
be a grant by the Depositor to the Trustee, on behalf of the Trust and for the
benefit of the Certificateholders, of a security interest in all of the
Depositor's right, title and interest in and to the Mortgage Loans and all
amounts payable to the holders of the Mortgage Loans in accordance with the
terms thereof and all proceeds of the conversion, voluntary or involuntary, of
the foregoing into cash, instruments, securities or other property, including
without limitation all amounts, other than investment earnings, from time to
time held or invested in the Collection Account and the Distribution Account,
whether in the form of cash, instruments, securities or other property; (3) the
obligations secured by such security agreement shall be deemed to be all of the
Depositor's obligations under this Agreement, including the obligation to
provide to the Certificateholders the benefits of this Agreement relating to the
Mortgage Loans and the Trust Fund; and (4) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding
such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Trustee for the purpose of perfecting such security interest under
applicable law. Accordingly, the Depositor hereby grants to the Trustee, on
behalf of the Trust and for the benefit of the Certificateholders, a security
interest in the Mortgage Loans and all other property described in clause (2) of
the preceding sentence, for the purpose of securing to the Trustee the
performance by the Depositor of the obligations described in clause (3) of the
preceding sentence. Notwithstanding the foregoing, the parties hereto intend the
conveyance pursuant to Section 2.01 to be a true, absolute and unconditional
sale of the Mortgage Loans and assets constituting the Trust Fund by the
Depositor to the Trustee, on behalf of the Trust and for the benefit of the
Certificateholders.
Section 12.10 Survival of Indemnification. Any and all indemnities
to be provided by any party to this Agreement shall survive the termination and
resignation of any party hereto and the termination of this Agreement.
Section 12.11 Third Party Beneficiary. The Swap Provider is an
express third-party beneficiary of this Agreement, and shall have the right to
enforce the provisions of this Agreement.
ARTICLE XIII
COMPLIANCE WITH REGULATION AB
Section 13.01 Intent of the Parties; Reasonableness. The Depositor,
the Servicer, the Master Servicer and the Securities Administrator acknowledge
and agree that the purpose of Sections 3.17, 3.18, 5.08 and this Article XIII is
to facilitate compliance by the Depositor with the provisions of Regulation AB
and related rules and regulations of the Commission. The Depositor shall not
exercise its right to request delivery of information or other performance under
these provisions other than in good faith, or for purposes other than compliance
with the Securities Act, the Exchange Act and the rules and regulations of the
Commission under the Securities Act and the Exchange Act. Each of the Servicer,
the Master Servicer and the Securities Administrator acknowledges that
interpretations of the requirements of Regulation AB may change over time,
whether due to interpretive guidance provided by the Commission or its staff,
and agrees to comply with requests made by the Depositor, the Master Servicer or
the Securities Administrator in good faith for delivery of information under
these provisions on the basis of evolving interpretations of Regulation AB. Each
of the Servicer, the Master Servicer, the Securities Administrator and the
Trustee shall cooperate fully with the Depositor to deliver to the Depositor
(including any of its assignees or designees), any and all statements, reports,
certifications, records and any other information necessary in the good faith
determination of the Depositor, the Master Servicer or the Securities
Administrator to permit the Depositor, the Master Servicer or the Securities
Administrator to comply with the provisions of Regulation AB, together with such
disclosures relating to the Servicer, the Master Servicer, the Securities
Administrator, the Trustee and the Mortgage Loans, or the servicing of the
Mortgage Loans, reasonably believed by the Depositor to be necessary in order to
effect such compliance.
Section 13.02 Additional Representations and Warranties of the
Servicer. (a) The Servicer shall be deemed to represent to the Depositor, the
Master Servicer and the Securities Administrator as of the date on which
information is first provided to the Depositor, the Master Servicer or the
Securities Administrator under Section 5.08 that, except as disclosed in writing
to the Master Servicer, the Securities Administrator or the Depositor prior to
such date: (i) it is not aware and has not received notice that any default,
early amortization or other performance triggering event has occurred as to any
other Securitization Transaction due to any act or failure to act of the
Servicer; (ii) it has not been terminated as servicer in a securitization of
mortgage loans either due to a servicing default or to application of a
servicing performance test or trigger; (iii) no material noncompliance with the
applicable servicing criteria with respect to other securitizations of
residential mortgage loans involving the Servicer as servicer has been disclosed
or reported by the Servicer; (iv) no material changes to the Servicer's policies
or procedures with respect to the servicing function it will perform under this
Agreement for mortgage loans of a type similar to the Mortgage Loans have
occurred during the three-year period immediately preceding the related
Securitization Transaction; (v) there are no aspects of its financial condition
that could have a material adverse effect on the performance by it of its
servicing obligations under this Agreement or any other Securitization
Transaction; (vi) there are no material legal or governmental proceedings
pending (or known to be contemplated) against it or any Sub-Servicer; and (vii)
there are no affiliations, relationships or transactions relating to the
Servicer or any Sub-Servicer with respect to any Securitization Transaction and
any party thereto identified by the related Depositor of the type described in
Item 1119 of Regulation AB.
(b) If so requested by the Master Servicer, the Securities
Administrator or the Depositor on any date following the date on which
information is first provided to the Master Servicer, the Securities
Administrator or the Depositor under Section 5.08, the Servicer shall, within
five Business Days following such request, confirm in writing the accuracy of
the representations and warranties set forth in paragraph (a) of this Section
or, if any such representation and warranty is not accurate as of the date of
such request or such confirmation, provide reasonably adequate disclosure of the
pertinent facts, in writing, to the requesting party.
IN WITNESS WHEREOF, the Depositor, the Servicer, the Master
Servicer, the Securities Administrator and the Trustee have caused their names
to be signed hereto by their respective officers thereunto duly authorized, in
each case as of the day and year first above written.
SG MORTGAGE SECURITIES, LLC,
as Depositor
By: /s/ Xxxxxx Xxxxx
--------------------------------------
Name: Xxxxxx Xxxxx
Title: President
By: /s/ Xxxxxxx Xxxxx
--------------------------------------
Name: Xxxxxxx Xxxxx
Title: Director
XXXXX FARGO BANK, N.A.,
as Servicer
By: /s/ Xxxxxx XxXxxxxx
--------------------------------------
Name: Xxxxxx XxXxxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION, not in
its individual capacity but solely as
Trustee
By: /s/ Xxxxxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Assistant Vice President
XXXXX FARGO BANK, N.A.
as Master Servicer and Securities
Administrator
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
XXXXX FARGO BANK, N.A.
as Custodian
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
FOR PURPOSES OF SECTIONS 4.19, 7.08
AND 7.09:
XXXXXXX FIXED INCOME SERVICES INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President and General Counsel
EXHIBIT A-1
Form of Class A-1 Certificate
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE SECURITIES
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
6.02(e) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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"), AND CERTAIN OTHER ASSETS.
AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER
OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE
REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A
PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION
CLASS EXEMPTION ("PTCE") 84-14, XXXX 00-0, XXXX 00-0, XXXX 95-60 OR PTCE 96-23
OR A COMPARABLE EXEMPTION AVAILABLE UNDER SIMILAR LAW.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR ANY INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN
SECTION 6.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD
HARMLESS THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE,
THE MASTER SERVICER, ANY UNDERWRITER AND THE TRUST FUND FROM AND AGAINST ANY AND
ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT
OF SUCH ACQUISITION OR HOLDING.
Certificate No. 1 Variable Pass-Through Rate
Class A-1 Percentage Interest: 100%
Date of Pooling and Servicing Agreement: Aggregate Initial Certificate
July 1, 2006 Principal Balance of the Class A-1
Certificates: $583,193,000
Cut-off Date: July 1, 2006
First Distribution Date: Initial Certificate Principal Balance
August 25, 2006 of this Certificate:
$[________]
Assumed Final Maturity Date: CUSIP
July 25, 2036 784208 AA 8
SG MORTGAGE SECURITIES TRUST 2006-FRE2
Asset-Backed Certificates, Series 2006-FRE2 Class A-1,
evidencing the Percentage Interest in the distributions allocable to the
Certificates of the above-referenced Class with respect to the Trust consisting
of first and second lien, adjustable and fixed rate mortgage loans (the
"Mortgage Loans"), SG MORTGAGE SECURITIES, LLC, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance of this Class A-1
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class A-1
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Securities Administrator referred to below or any of their respective
affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class A-1 Certificate (obtained by dividing the
Denomination of this Class A-1 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by SG Mortgage Securities,
LLC (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of July 1, 2006 (the "Agreement") among the Depositor, Xxxxx
Fargo Bank, N.A., a national banking association, as master servicer (in such
capacity, the "Master Servicer") as securities administrator (in such capacity,
the "Securities Administrator"), as custodian (in such capacity, the
"Custodian") and as servicer (in such capacity, the "Servicer"), U.S. Bank
National Association (the "Trustee") and Xxxxxxx Fixed Income Services Inc. To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class A-1 Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class A-1 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Any purchaser shall be deemed to make the representations set forth in Section
6.02(e) of the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Class A-1 Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Class A-1 Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Securities Administrator.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be duly executed.
Dated: July 13, 2006 XXXXX FARGO BANK, N.A.,
as Securities Administrator
By:
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, N.A.,
as Certificate Registrar
By:
--------------------------------------
Authorized Signatory
[Reverse of Class A-1 Certificate]
SG MORTGAGE SECURITIES TRUST 2006-FRE2,
Asset-Backed Certificates, Series 2006-FRE2
This Certificate is one of a duly authorized issue of Certificates designated as
SG Mortgage Securities Trust 2006-FRE2, Asset-Backed Certificates, Series
2006-FRE2 (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 Securities Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is
made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Securities Administrator.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day then the first
Business Day 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 or agency of
the Securities Administrator 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 Securities
Administrator and the rights of the Certificateholders under the Agreement at
any time by the Depositor, the Servicer, the Master Servicer, the Securities
Administrator and the Trustee, if any 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 Securities Administrator upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Securities
Administrator accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Servicer, the Master Servicer, the Securities Administrator,
the Trustee, the Certificate Registrar, and any agent of the Depositor, the
Servicer, the Master Servicer, the Securities Administrator, the Trustee or the
Certificate Registrar may treat the Person, including a Depository, in whose
name any Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Securities
Administrator, the Trustee or the Trust nor any agent of any of them shall be
affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate
Principal Balance of the Mortgage Loans is less than 10% of the aggregate
Principal Balance of the 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 Distribution Date
in July 2036.
Capitalized terms used herein that are defined in the Agreement shall have the
meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the Asset-Backed Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of __________________
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________.
This information is provided by _____________________, the assignee named
above, or ________________, as its agent.
EXHIBIT A-2
Form of Class A-2A Certificate
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE SECURITIES
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
6.02(e) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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"), AND CERTAIN OTHER ASSETS.
AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER
OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE
REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A
PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION
CLASS EXEMPTION ("PTCE") 84-14, XXXX 00-0, XXXX 00-0, XXXX 95-60 OR PTCE 96-23
OR A COMPARABLE EXEMPTION AVAILABLE UNDER SIMILAR LAW.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR ANY INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN
SECTION 6.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD
HARMLESS THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE,
THE MASTER SERVICER, ANY UNDERWRITER AND THE TRUST FUND FROM AND AGAINST ANY AND
ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT
OF SUCH ACQUISITION OR HOLDING.
Certificate No. 1 Variable Pass-Through Rate
Class A-2A Percentage Interest: 100%
Date of Pooling and Servicing Agreement: Aggregate Initial Certificate
July 1, 2006 Principal Balance of the Class A-2A
Certificates: $472,654,000
Cut-off Date: July 1, 2006
First Distribution Date: Initial Certificate Principal Balance
August 25, 2006 of this Certificate:
$[________]
Assumed Final Maturity Date: CUSIP
July 25, 2036 784208 AB 6
SG MORTGAGE SECURITIES TRUST 2006-FRE2
Asset-Backed Certificates, Series 2006-FRE2 Class A-2A,
evidencing the Percentage Interest in the distributions allocable to the
Certificates of the above-referenced Class with respect to the Trust consisting
of first and second lien, adjustable and fixed rate mortgage loans (the
"Mortgage Loans"), SG MORTGAGE SECURITIES, LLC, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance of this Class A-2A
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class A-2A
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Securities Administrator referred to below or any of their respective
affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class A-2A Certificate (obtained by dividing the
Denomination of this Class A-2A 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 SG Mortgage Securities,
LLC (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of July 1, 2006 (the "Agreement") among the Depositor, Xxxxx
Fargo Bank, N.A., a national banking association, as master servicer (in such
capacity, the "Master Servicer") as securities administrator (in such capacity,
the "Securities Administrator"), as custodian (in such capacity, the
"Custodian") and as servicer (in such capacity, the "Servicer"), U.S. Bank
National Association (the "Trustee") and Xxxxxxx Fixed Income Services Inc. To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class A-2A Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class A-2A Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Any purchaser shall be deemed to make the representations set forth in Section
6.02(e) of the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Class A-2A
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Class A-2A 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 Securities Administrator.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be duly executed.
Dated: July 13, 2006 XXXXX FARGO BANK, N.A.,
as Securities Administrator
By:
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, N.A.,
as Certificate Registrar
By:
--------------------------------------
Authorized Signatory
[Reverse of Class A-2A Certificate]
SG MORTGAGE SECURITIES TRUST 2006-FRE2,
Asset-Backed Certificates, Series 2006-FRE2
This Certificate is one of a duly authorized issue of Certificates designated as
SG Mortgage Securities Trust 2006-FRE2, Asset-Backed Certificates, Series
2006-FRE2 (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 Securities Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is
made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Securities Administrator.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day then the first
Business Day 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 or agency of
the Securities Administrator 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 Securities
Administrator and the rights of the Certificateholders under the Agreement at
any time by the Depositor, the Servicer, the Master Servicer, the Securities
Administrator and the Trustee, if any 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 Securities Administrator upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Securities
Administrator accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Servicer, the Master Servicer, the Securities Administrator,
the Trustee, the Certificate Registrar, and any agent of the Depositor, the
Servicer, the Master Servicer, the Securities Administrator, the Trustee or the
Certificate Registrar may treat the Person, including a Depository, in whose
name any Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Securities
Administrator, the Trustee or the Trust nor any agent of any of them shall be
affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate
Principal Balance of the Mortgage Loans is less than 10% of the aggregate
Principal Balance of the 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 Distribution Date
in July 2036.
Capitalized terms used herein that are defined in the Agreement shall have the
meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the Asset-Backed Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of __________________
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________.
This information is provided by _____________________, the assignee named
above, or ________________, as its agent.
EXHIBIT A-3
Form of Class A-2B Certificate
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE SECURITIES
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
6.02(e) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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"), AND CERTAIN OTHER ASSETS.
AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER
OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE
REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A
PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION
CLASS EXEMPTION ("PTCE") 84-14, XXXX 00-0, XXXX 00-0, XXXX 95-60 OR PTCE 96-23
OR A COMPARABLE EXEMPTION AVAILABLE UNDER SIMILAR LAW.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR ANY INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN
SECTION 6.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD
HARMLESS THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE,
THE MASTER SERVICER, ANY UNDERWRITER AND THE TRUST FUND FROM AND AGAINST ANY AND
ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT
OF SUCH ACQUISITION OR HOLDING.
Certificate No. 1 Variable Pass-Through Rate
Class A-2B Percentage Interest: 100%
Date of Pooling and Servicing Agreement: Aggregate Initial Certificate
July 1, 2006 Principal Balance of the Class A-2B
Certificates: $96,754,000
Cut-off Date: July 1, 2006
First Distribution Date: Initial Certificate Principal Balance
August 25, 2006 of this Certificate:
$[________]
Assumed Final Maturity Date: CUSIP
July 25, 2036 784208 AC 4
SG MORTGAGE SECURITIES TRUST 2006-FRE2
Asset-Backed Certificates, Series 2006-FRE2 Class A-2B,
evidencing the Percentage Interest in the distributions allocable to the
Certificates of the above-referenced Class with respect to the Trust consisting
of first and second lien, adjustable and fixed rate mortgage loans (the
"Mortgage Loans"), SG MORTGAGE SECURITIES, LLC, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance of this Class A-2B
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class A-2B
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Securities Administrator referred to below or any of their respective
affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class A-2B Certificate (obtained by dividing the
Denomination of this Class A-2B 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 SG Mortgage Securities,
LLC (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of July 1, 2006 (the "Agreement") among the Depositor, Xxxxx
Fargo Bank, N.A., a national banking association, as master servicer (in such
capacity, the "Master Servicer") as securities administrator (in such capacity,
the "Securities Administrator"), as custodian (in such capacity, the
"Custodian"), and as servicer (in such capacity, the "Servicer"), U.S. Bank
National Association (the "Trustee") and Xxxxxxx Fixed Income Services Inc. To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class A-2B Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class A-2B Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Any purchaser shall be deemed to make the representations set forth in Section
6.02(e) of the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Class A-2B
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Class A-2B 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 Securities Administrator.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be duly executed.
Dated: July 13, 2006 XXXXX FARGO BANK, N.A.,
as Securities Administrator
By:
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, N.A.,
as Certificate Registrar
By:
--------------------------------------
Authorized Signatory
[Reverse of Class A-2B Certificate]
SG MORTGAGE SECURITIES TRUST 2006-FRE2,
Asset-Backed Certificates, Series 2006-FRE2
This Certificate is one of a duly authorized issue of Certificates designated as
SG Mortgage Securities Trust 2006-FRE2, Asset-Backed Certificates, Series
2006-FRE2 (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 Securities Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is
made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Securities Administrator.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day then the first
Business Day 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 or agency of
the Securities Administrator 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 Securities
Administrator and the rights of the Certificateholders under the Agreement at
any time by the Depositor, the Servicer, the Master Servicer, the Securities
Administrator and the Trustee, if any 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 Securities Administrator upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Securities
Administrator accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Servicer, the Master Servicer, the Securities Administrator,
the Trustee, the Certificate Registrar, and any agent of the Depositor, the
Servicer, the Master Servicer, the Securities Administrator, the Trustee or the
Certificate Registrar may treat the Person, including a Depository, in whose
name any Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Securities
Administrator, the Trustee or the Trust nor any agent of any of them shall be
affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate
Principal Balance of the Mortgage Loans is less than 10% of the aggregate
Principal Balance of the 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 Distribution Date
in July 2036.
Capitalized terms used herein that are defined in the Agreement shall have the
meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the Asset-Backed Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of __________________
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________.
This information is provided by _____________________, the assignee named
above, or ________________, as its agent.
EXHIBIT A-4
Form of Class A-2C Certificate
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE SECURITIES
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
6.02(e) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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"), AND CERTAIN OTHER ASSETS.
AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER
OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE
REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A
PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION
CLASS EXEMPTION ("PTCE") 84-14, XXXX 00-0, XXXX 00-0, XXXX 95-60 OR PTCE 96-23
OR A COMPARABLE EXEMPTION AVAILABLE UNDER SIMILAR LAW.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR ANY INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN
SECTION 6.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD
HARMLESS THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE,
THE MASTER SERVICER, ANY UNDERWRITER AND THE TRUST FUND FROM AND AGAINST ANY AND
ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT
OF SUCH ACQUISITION OR HOLDING.
Certificate No. 1 Variable Pass-Through Rate
Class A-2C Percentage Interest: 100%
Date of Pooling and Servicing Agreement: Aggregate Initial Certificate
July 1, 2006 Principal Balance of the Class A-2C
Certificates: $188,342,000
Cut-off Date: July 1, 2006
First Distribution Date: Initial Certificate Principal Balance
August 25, 2006 of this Certificate:
$[________]
Assumed Final Maturity Date: CUSIP
July 25, 2036 784208 AD 2
SG MORTGAGE SECURITIES TRUST 2006-FRE2
Asset-Backed Certificates, Series 2006-FRE2 Class A-2C,
evidencing the Percentage Interest in the distributions allocable to the
Certificates of the above-referenced Class with respect to the Trust consisting
of first and second lien, adjustable and fixed rate mortgage loans (the
"Mortgage Loans"), SG MORTGAGE SECURITIES, LLC, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance of this Class A-2C
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class A-2C
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Securities Administrator referred to below or any of their respective
affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class A-2C Certificate (obtained by dividing the
Denomination of this Class A-2C 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 SG Mortgage Securities,
LLC (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of July 1, 2006 (the "Agreement") among the Depositor, Xxxxx
Fargo Bank, N.A., a national banking association, as master servicer (in such
capacity, the "Master Servicer") as securities administrator (in such capacity,
the "Securities Administrator"), as custodian (in such capacity, the
"Custodian"), and as servicer (in such capacity, the "Servicer"), U.S. Bank
National Association (the "Trustee") and Xxxxxxx Fixed Income Services Inc. To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class A-2C Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class A-2C Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Any purchaser shall be deemed to make the representations set forth in Section
6.02(e) of the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Class A-2C
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Class A-2C 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 Securities Administrator.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be duly executed.
Dated: July 13, 2006 XXXXX FARGO BANK, N.A.,
as Securities Administrator
By:
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, N.A.,
as Certificate Registrar
By:
--------------------------------------
Authorized Signatory
[Reverse of Class A-2C Certificate]
SG MORTGAGE SECURITIES TRUST 2006-FRE2,
Asset-Backed Certificates, Series 2006-FRE2
This Certificate is one of a duly authorized issue of Certificates designated as
SG Mortgage Securities Trust 2006-FRE2, Asset-Backed Certificates, Series
2006-FRE2 (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 Securities Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is
made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Securities Administrator.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day then the first
Business Day 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 or agency of
the Securities Administrator 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 Securities
Administrator and the rights of the Certificateholders under the Agreement at
any time by the Depositor, the Servicer, the Master Servicer, the Securities
Administrator and the Trustee, if any 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 Securities Administrator upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Securities
Administrator accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Servicer, the Master Servicer, the Securities Administrator,
the Trustee, the Certificate Registrar, and any agent of the Depositor, the
Servicer, the Master Servicer, the Securities Administrator, the Trustee or the
Certificate Registrar may treat the Person, including a Depository, in whose
name any Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Securities
Administrator, the Trustee or the Trust nor any agent of any of them shall be
affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate
Principal Balance of the Mortgage Loans is less than 10% of the aggregate
Principal Balance of the 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 Distribution Date
in July 2036.
Capitalized terms used herein that are defined in the Agreement shall have the
meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the Asset-Backed Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of __________________
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________.
This information is provided by _____________________, the assignee named
above, or ________________, as its agent.
EXHIBIT A-5
Form of Class A-2D Certificate
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE SECURITIES
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
6.02(e) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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"), AND CERTAIN OTHER ASSETS.
AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER
OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE
REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A
PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION
CLASS EXEMPTION ("PTCE") 84-14, XXXX 00-0, XXXX 00-0, XXXX 95-60 OR PTCE 96-23
OR A COMPARABLE EXEMPTION AVAILABLE UNDER SIMILAR LAW.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR ANY INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN
SECTION 6.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD
HARMLESS THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE,
THE MASTER SERVICER, ANY UNDERWRITER AND THE TRUST FUND FROM AND AGAINST ANY AND
ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT
OF SUCH ACQUISITION OR HOLDING.
Certificate No. 1 Variable Pass-Through Rate
Class A-2D Percentage Interest: 100%
Date of Pooling and Servicing Agreement: Aggregate Initial Certificate
July 1, 2006 Principal Balance of the Class A-2D
Certificates: $101,582,000
Cut-off Date: July 1, 2006
First Distribution Date: Initial Certificate Principal Balance
August 25, 2006 of this Certificate:
$[________]
Assumed Final Maturity Date: CUSIP
July 25, 2036 784208 AE 0
SG MORTGAGE SECURITIES TRUST 2006-FRE2
Asset-Backed Certificates, Series 2006-FRE2 Class A-2D,
evidencing the Percentage Interest in the distributions allocable to the
Certificates of the above-referenced Class with respect to the Trust consisting
of first and second lien, adjustable and fixed rate mortgage loans (the
"Mortgage Loans"), SG MORTGAGE SECURITIES, LLC, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance of this Class A-2D
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class A-2D
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Securities Administrator referred to below or any of their respective
affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class A-2D Certificate (obtained by dividing the
Denomination of this Class A-2D 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 SG Mortgage Securities,
LLC (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of July 1, 2006 (the "Agreement") among the Depositor, Xxxxx
Fargo Bank, N.A., a national banking association, as master servicer (in such
capacity, the "Master Servicer") as securities administrator (in such capacity,
the "Securities Administrator"), as custodian (in such capacity, the
"Custodian"), and as servicer (in such capacity, the "Servicer"), U.S. Bank
National Association (the "Trustee") and Xxxxxxx Fixed Income Services Inc. To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class A-2D Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class A-2D Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Any purchaser shall be deemed to make the representations set forth in Section
6.02(e) of the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Class A-2D
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Class A-2D 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 Securities Administrator.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be duly executed.
Dated: July 13, 2006 XXXXX FARGO BANK, N.A.,
as Securities Administrator
By:
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, N.A.,
as Certificate Registrar
By:
--------------------------------------
Authorized Signatory
[Reverse of Class A-2D Certificate]
SG MORTGAGE SECURITIES TRUST 2006-FRE2,
Asset-Backed Certificates, Series 2006-FRE2
This Certificate is one of a duly authorized issue of Certificates designated as
SG Mortgage Securities Trust 2006-FRE2, Asset-Backed Certificates, Series
2006-FRE2 (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 Securities Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is
made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Securities Administrator.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day then the first
Business Day 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 or agency of
the Securities Administrator 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 Securities
Administrator and the rights of the Certificateholders under the Agreement at
any time by the Depositor, the Servicer, the Master Servicer, the Securities
Administrator and the Trustee, if any 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 Securities Administrator upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Securities
Administrator accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Servicer, the Master Servicer, the Securities Administrator,
the Trustee, the Certificate Registrar, and any agent of the Depositor, the
Servicer, the Master Servicer, the Securities Administrator, the Trustee or the
Certificate Registrar may treat the Person, including a Depository, in whose
name any Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Securities
Administrator, the Trustee or the Trust nor any agent of any of them shall be
affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate
Principal Balance of the Mortgage Loans is less than 10% of the aggregate
Principal Balance of the 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 Distribution Date
in July 2036.
Capitalized terms used herein that are defined in the Agreement shall have the
meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the Asset-Backed Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of __________________
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________.
This information is provided by _____________________, 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 SECURITIES
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
6.02(e) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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"), AND CERTAIN OTHER ASSETS.
AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER
OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE
REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A
PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION
CLASS EXEMPTION ("PTCE") 84-14, XXXX 00-0, XXXX 00-0, XXXX 95-60 OR PTCE 96-23
OR A COMPARABLE EXEMPTION AVAILABLE UNDER SIMILAR LAW.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR ANY INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN
SECTION 6.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD
HARMLESS THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE,
THE MASTER SERVICER, ANY UNDERWRITER AND THE TRUST FUND FROM AND AGAINST ANY AND
ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT
OF SUCH ACQUISITION OR HOLDING.
Certificate No. 1 Variable Pass-Through Rate
Class M-1 Percentage Interest: 100%
Date of Pooling and Servicing Agreement: Aggregate Initial Certificate
July 1, 2006 Principal Balance of the Class M-1
Certificates: $68,778,000
Cut-off Date: July 1, 2006
First Distribution Date: Initial Certificate Principal Balance
August 25, 2006 of this Certificate:
$[________]
Assumed Final Maturity Date: CUSIP
July 25, 2036 784208 AF 7
SG MORTGAGE SECURITIES TRUST 2006-FRE2
Asset-Backed Certificates, Series 2006-FRE2 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 and second lien, adjustable and fixed rate mortgage loans (the
"Mortgage Loans"), SG MORTGAGE SECURITIES, LLC, 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 Securities Administrator
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 SG Mortgage Securities,
LLC (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of July 1, 2006 (the "Agreement") among the Depositor, Xxxxx
Fargo Bank, N.A., a national banking association, as master servicer (in such
capacity, the "Master Servicer") as securities administrator (in such capacity,
the "Securities Administrator"), as custodian (in such capacity, the
"Custodian"), and as servicer (in such capacity, the "Servicer"), U.S. Bank
National Association (the "Trustee") and Xxxxxxx Fixed Income Services Inc. 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 purchaser shall be deemed to make the representations set forth in Section
6.02(e) of the Pooling and Servicing 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 Securities Administrator.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be duly executed.
Dated: July 13, 2006 XXXXX FARGO BANK, N.A.,
as Securities Administrator
By:
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, N.A.,
as Certificate Registrar
By:
--------------------------------------
Authorized Signatory
[Reverse of Class M-1 Certificate]
SG MORTGAGE SECURITIES TRUST 2006-FRE2,
Asset-Backed Certificates, Series 2006-FRE2
This Certificate is one of a duly authorized issue of Certificates designated as
SG Mortgage Securities Trust 2006-FRE2, Asset-Backed Certificates, Series
2006-FRE2 (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 Securities Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is
made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Securities Administrator.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day then the first
Business Day 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 or agency of
the Securities Administrator 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 Securities
Administrator and the rights of the Certificateholders under the Agreement at
any time by the Depositor, the Servicer, the Master Servicer, the Securities
Administrator and the Trustee, if any 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 Securities Administrator upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Securities
Administrator accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Servicer, the Master Servicer, the Securities Administrator,
the Trustee, the Certificate Registrar, and any agent of the Depositor, the
Servicer, the Master Servicer, the Securities Administrator, the Trustee or the
Certificate Registrar may treat the Person, including a Depository, in whose
name any Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Securities
Administrator, the Trustee or the Trust nor any agent of any of them shall be
affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate
Principal Balance of the Mortgage Loans is less than 10% of the aggregate
Principal Balance of the 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 Distribution Date
in July 2036.
Capitalized terms used herein that are defined in the Agreement shall have the
meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the Asset-Backed Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of __________________
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________.
This information is provided by _____________________, 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 SECURITIES
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A AND CLASS M-1 CERTIFICATES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
6.02(e) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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"), AND CERTAIN OTHER ASSETS.
AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER
OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE
REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A
PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION
CLASS EXEMPTION ("PTCE") 84-14, XXXX 00-0, XXXX 00-0, XXXX 95-60 OR PTCE 96-23
OR A COMPARABLE EXEMPTION AVAILABLE UNDER SIMILAR LAW.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR ANY INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN
SECTION 6.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD
HARMLESS THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE,
THE MASTER SERVICER, ANY UNDERWRITER AND THE TRUST FUND FROM AND AGAINST ANY AND
ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT
OF SUCH ACQUISITION OR HOLDING.
Certificate No. 1 Variable Pass-Through Rate
Class M-2 Percentage Interest: 100%
Date of Pooling and Servicing Agreement: Aggregate Initial Certificate
July 1, 2006 Principal Balance of the Class M-2
Certificates: $57,013,000
Cut-off Date: July 1, 2006
First Distribution Date: Initial Certificate Principal Balance
August 25, 2006 of this Certificate:
$[________]
Assumed Final Maturity Date: CUSIP
July 25, 2036 784208 AG 5
SG MORTGAGE SECURITIES TRUST 2006-FRE2
Asset-Backed Certificates, Series 2006-FRE2 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 and second lien, adjustable and fixed rate mortgage loans (the
"Mortgage Loans"), SG MORTGAGE SECURITIES, LLC, 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 Securities Administrator
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 SG Mortgage Securities,
LLC (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of July 1, 2006 (the "Agreement") among the Depositor, Xxxxx
Fargo Bank, N.A., a national banking association, as master servicer (in such
capacity, the "Master Servicer") as securities administrator (in such capacity,
the "Securities Administrator"), as custodian (in such capacity, the
"Custodian"), and as servicer (in such capacity, the "Servicer"), U.S. Bank
National Association (the "Trustee") and Xxxxxxx Fixed Income Services Inc. 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 purchaser shall be deemed to make the representations set forth in Section
6.02(e) of the Pooling and Servicing 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 Securities Administrator.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be duly executed.
Dated: July 13, 2006 XXXXX FARGO BANK, N.A.,
as Securities Administrator
By:
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, N.A.,
as Certificate Registrar
By:
--------------------------------------
Authorized Signatory
[Reverse of Class M-2 Certificate]
SG MORTGAGE SECURITIES TRUST 2006-FRE2,
Asset-Backed Certificates, Series 2006-FRE2
This Certificate is one of a duly authorized issue of Certificates designated as
SG Mortgage Securities Trust 2006-FRE2, Asset-Backed Certificates, Series
2006-FRE2 (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 Securities Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is
made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Securities Administrator.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day then the first
Business Day 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 or agency of
the Securities Administrator 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 Securities
Administrator and the rights of the Certificateholders under the Agreement at
any time by the Depositor, the Servicer, the Master Servicer, the Securities
Administrator and the Trustee, if any 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 Securities Administrator upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Securities
Administrator accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Servicer, the Master Servicer, the Securities Administrator,
the Trustee, the Certificate Registrar, and any agent of the Depositor, the
Servicer, the Master Servicer, the Securities Administrator, the Trustee or the
Certificate Registrar may treat the Person, including a Depository, in whose
name any Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Securities
Administrator, the Trustee or the Trust nor any agent of any of them shall be
affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate
Principal Balance of the Mortgage Loans is less than 10% of the aggregate
Principal Balance of the 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 Distribution Date
in July 2036.
Capitalized terms used herein that are defined in the Agreement shall have the
meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the Asset-Backed Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of __________________
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________.
This information is provided by _____________________, 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 SECURITIES
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A, CLASS M-1 AND CLASS M-2
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
6.02(e) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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"), AND CERTAIN OTHER ASSETS.
AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER
OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE
REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A
PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION
CLASS EXEMPTION ("PTCE") 84-14, XXXX 00-0, XXXX 00-0, XXXX 95-60 OR PTCE 96-23
OR A COMPARABLE EXEMPTION AVAILABLE UNDER SIMILAR LAW.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR ANY INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN
SECTION 6.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD
HARMLESS THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE,
THE MASTER SERVICER, ANY UNDERWRITER AND THE TRUST FUND FROM AND AGAINST ANY AND
ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT
OF SUCH ACQUISITION OR HOLDING.
Certificate No. 1 Variable Pass-Through Rate
Class M-3 Percentage Interest: 100%
Date of Pooling and Servicing Agreement: Aggregate Initial Certificate
July 1, 2006 Principal Balance of the Class M-3
Certificates: $33,484,000
Cut-off Date: July 1, 2006
First Distribution Date: Initial Certificate Principal Balance
August 25, 2006 of this Certificate:
$[________]
Assumed Final Maturity Date: CUSIP
July 25, 2036 784208 AH 3
SG MORTGAGE SECURITIES TRUST 2006-FRE2
Asset-Backed Certificates, Series 2006-FRE2 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 and second lien, adjustable and fixed rate mortgage loans (the
"Mortgage Loans"), SG MORTGAGE SECURITIES, LLC, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance of this Class M-3
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-3
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Securities Administrator 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 SG Mortgage Securities,
LLC (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of July 1, 2006 (the "Agreement") among the Depositor, Xxxxx
Fargo Bank, N.A., a national banking association, as master servicer (in such
capacity, the "Master Servicer") as securities administrator (in such capacity,
the "Securities Administrator"), as custodian (in such capacity, the
"Custodian"), and as servicer (in such capacity, the "Servicer"), U.S. Bank
National Association (the "Trustee") and Xxxxxxx Fixed Income Services Inc. 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 purchaser shall be deemed to make the representations set forth in Section
6.02(e) of the Pooling and Servicing 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 Securities Administrator.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be duly executed.
Dated: July 13, 2006 XXXXX FARGO BANK, N.A.,
as Securities Administrator
By:
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, N.A.,
as Certificate Registrar
By:
--------------------------------------
Authorized Signatory
[Reverse of Class M-3 Certificate]
SG MORTGAGE SECURITIES TRUST 2006-FRE2,
Asset-Backed Certificates, Series 2006-FRE2
This Certificate is one of a duly authorized issue of Certificates designated as
SG Mortgage Securities Trust 2006-FRE2, Asset-Backed Certificates, Series
2006-FRE2 (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 Securities Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is
made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Securities Administrator.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day then the first
Business Day 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 or agency of
the Securities Administrator 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 Securities
Administrator and the rights of the Certificateholders under the Agreement at
any time by the Depositor, the Servicer, the Master Servicer, the Securities
Administrator and the Trustee, if any 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 Securities Administrator upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Securities
Administrator accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Servicer, the Master Servicer, the Securities Administrator,
the Trustee, the Certificate Registrar and any agent of the Depositor, the
Servicer, the Master Servicer, the Securities Administrator, the Trustee or the
Certificate Registrar may treat the Person, including a Depository, in whose
name any Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Securities
Administrator, the Trustee or the Trust nor any agent of any of them shall be
affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate
Principal Balance of the Mortgage Loans is less than 10% of the aggregate
Principal Balance of the 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 Distribution Date
in July 2036.
Capitalized terms used herein that are defined in the Agreement shall have the
meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the Asset-Backed Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of __________________
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________.
This information is provided by _____________________, 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 SECURITIES
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A, CLASS M-1, CLASS M-2 AND CLASS
M-3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
6.02(e) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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"), AND CERTAIN OTHER ASSETS.
AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER
OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE
REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A
PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION
CLASS EXEMPTION ("PTCE") 84-14, XXXX 00-0, XXXX 00-0, XXXX 95-60 OR PTCE 96-23
OR A COMPARABLE EXEMPTION AVAILABLE UNDER SIMILAR LAW.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR ANY INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN
SECTION 6.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD
HARMLESS THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE,
THE MASTER SERVICER, ANY UNDERWRITER AND THE TRUST FUND FROM AND AGAINST ANY AND
ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT
OF SUCH ACQUISITION OR HOLDING.
Certificate No. 1 Variable Pass-Through Rate
Class M-4 Percentage Interest: 100%
Date of Pooling and Servicing Agreement: Aggregate Initial Certificate
July 1, 2006 Principal Balance of the Class M-4
Certificates: $29,864,000
Cut-off Date: July 1, 2006
First Distribution Date: Initial Certificate Principal Balance
August 25, 2006 of this Certificate:
$[________]
Assumed Final Maturity Date: CUSIP
July 25, 2036 784208 AJ 9
SG MORTGAGE SECURITIES TRUST 2006-FRE2
Asset-Backed Certificates, Series 2006-FRE2 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 and second lien, adjustable and fixed rate mortgage loans (the
"Mortgage Loans"), SG MORTGAGE SECURITIES, LLC, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance of this Class M-4
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-4
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Securities Administrator 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 SG Mortgage Securities,
LLC (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of July 1, 2006 (the "Agreement") among the Depositor, Xxxxx
Fargo Bank, N.A., a national banking association, as master servicer (in such
capacity, the "Master Servicer") as securities administrator (in such capacity,
the "Securities Administrator"), as custodian (in such capacity, the
"Custodian"), and as servicer (in such capacity, the "Servicer"), U.S. Bank
National Association (the "Trustee") and Xxxxxxx Fixed Income Services Inc. 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 purchaser shall be deemed to make the representations set forth in Section
6.02(e) of the Pooling and Servicing 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 Securities Administrator.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be duly executed.
Dated: July 13, 2006 XXXXX FARGO BANK, N.A.,
as Securities Administrator
By:
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, N.A.,
as Certificate Registrar
By:
--------------------------------------
Authorized Signatory
[Reverse of Class M-4 Certificate]
SG MORTGAGE SECURITIES TRUST 2006-FRE2,
Asset-Backed Certificates, Series 2006-FRE2
This Certificate is one of a duly authorized issue of Certificates designated as
SG Mortgage Securities Trust, Asset-Backed Certificates 2006-FRE2, Series
2006-FRE2 (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 Securities Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is
made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Securities Administrator.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day then the first
Business Day 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 or agency of
the Securities Administrator 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 Securities
Administrator and the rights of the Certificateholders under the Agreement at
any time by the Depositor, the Servicer, the Master Servicer, the Securities
Administrator and the Trustee, if any 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 Securities Administrator upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Securities
Administrator accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Servicer, the Master Servicer, the Securities Administrator,
the Trustee, the Certificate Registrar, and any agent of the Depositor, the
Servicer, the Master Servicer, the Securities Administrator, the Trustee or the
Certificate Registrar may treat the Person, including a Depository, in whose
name any Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Securities
Administrator, the Trustee or the Trust nor any agent of any of them shall be
affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate
Principal Balance of the Mortgage Loans is less than 10% of the aggregate
Principal Balance of the 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 Distribution Date
in July 2036.
Capitalized terms used herein that are defined in the Agreement shall have the
meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the Asset-Backed Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of __________________
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________.
This information is provided by _____________________, 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 SECURITIES
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A, CLASS M-1, CLASS M-2, CLASS M-3
AND CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
6.02(e) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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"), AND CERTAIN OTHER ASSETS.
AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER
OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE
REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A
PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION
CLASS EXEMPTION ("PTCE") 84-14, XXXX 00-0, XXXX 00-0, XXXX 95-60 OR PTCE 96-23
OR A COMPARABLE EXEMPTION AVAILABLE UNDER SIMILAR LAW.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR ANY INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN
SECTION 6.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD
HARMLESS THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE,
THE MASTER SERVICER, ANY UNDERWRITER AND THE TRUST FUND FROM AND AGAINST ANY AND
ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT
OF SUCH ACQUISITION OR HOLDING.
Certificate No. 1 Variable Pass-Through Rate
Class M-5 Percentage Interest: 100%
Date of Pooling and Servicing Agreement: Aggregate Initial Certificate
July 1, 2006 Principal Balance of the Class M-5
Certificates: $28,959,000
Cut-off Date: July 1, 2006
First Distribution Date: Initial Certificate Principal Balance
August 25, 2006 of this Certificate:
$[________]
Assumed Final Maturity Date: CUSIP
July 25, 2036 784208 AK 6
SG MORTGAGE SECURITIES TRUST 2006-FRE2
Asset-Backed Certificates, Series 2006-FRE2 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 and second lien, adjustable and fixed rate mortgage loans (the
"Mortgage Loans"), SG MORTGAGE SECURITIES, LLC, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance of this Class M-5
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-5
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Securities Administrator 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 SG Mortgage Securities,
LLC (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of July 1, 2006 (the "Agreement") among the Depositor, Xxxxx
Fargo Bank, N.A., a national banking association, as master servicer (in such
capacity, the "Master Servicer") as securities administrator (in such capacity,
the "Securities Administrator"), as custodian (in such capacity, the
"Custodian"), and as servicer (in such capacity, the "Servicer"), U.S. Bank
National Association (the "Trustee") and Xxxxxxx Fixed Income Services Inc. 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 purchaser shall be deemed to make the representations set forth in Section
6.02(e) of the Pooling and Servicing 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 Securities Administrator.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be duly executed.
Dated: July 13, 2006 XXXXX FARGO BANK, N.A.,
as Securities Administrator
By:
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, N.A.,
as Certificate Registrar
By:
--------------------------------------
Authorized Signatory
[Reverse of Class M-5 Certificate]
SG MORTGAGE SECURITIES TRUST 2006-FRE2,
Asset-Backed Certificates, Series 2006-FRE2
This Certificate is one of a duly authorized issue of Certificates designated as
SG Mortgage Securities Trust 2006-FRE2, Asset-Backed Certificates, Series
2006-FRE2 (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 Securities Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is
made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Securities Administrator.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day then the first
Business Day 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 or agency of
the Securities Administrator 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 Securities
Administrator and the rights of the Certificateholders under the Agreement at
any time by the Depositor, the Servicer, the Master Servicer, the Securities
Administrator and the Trustee, if any 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 Securities Administrator upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Securities
Administrator accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Servicer, the Master Servicer, the Securities Administrator,
the Trustee, the Certificate Registrar, and any agent of the Depositor, the
Servicer, the Master Servicer, the Securities Administrator, the Trustee or the
Certificate Registrar may treat the Person, including a Depository, in whose
name any Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Securities
Administrator, the Trustee or the Trust nor any agent of any of them shall be
affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate
Principal Balance of the Mortgage Loans is less than 10% of the aggregate
Principal Balance of the 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 Distribution Date
in July 2036.
Capitalized terms used herein that are defined in the Agreement shall have the
meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the Asset-Backed Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of __________________
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________.
This information is provided by _____________________, 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 SECURITIES
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A, CLASS M-1, CLASS M-2, CLASS M-3,
CLASS M-4 AND CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
6.02(e) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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"), AND CERTAIN OTHER ASSETS.
AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER
OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE
REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A
PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION
CLASS EXEMPTION ("PTCE") 84-14, XXXX 00-0, XXXX 00-0, XXXX 95-60 OR PTCE 96-23
OR A COMPARABLE EXEMPTION AVAILABLE UNDER SIMILAR LAW.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR ANY INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN
SECTION 6.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD
HARMLESS THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE,
THE MASTER SERVICER, ANY UNDERWRITER AND THE TRUST FUND FROM AND AGAINST ANY AND
ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT
OF SUCH ACQUISITION OR HOLDING.
Certificate No. 1 Variable Pass-Through Rate
Class M-6 Percentage Interest: 100%
Date of Pooling and Servicing Agreement: Aggregate Initial Certificate
July 1, 2006 Principal Balance of the Class M-6
Certificates: $26,244,000
Cut-off Date: July 1, 2006
First Distribution Date: Initial Certificate Principal Balance
August 25, 2006 of this Certificate:
$[________]
Assumed Final Maturity Date: CUSIP
July 25, 2036 784208 AL 4
SG MORTGAGE SECURITIES TRUST 2006-FRE2
Asset-Backed Certificates, Series 2006-FRE2 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 and second lien, adjustable and fixed rate mortgage loans (the
"Mortgage Loans"), SG MORTGAGE SECURITIES, LLC, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance of this Class M-6
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-6
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Securities Administrator 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 SG Mortgage Securities,
LLC (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of July 1, 2006 (the "Agreement") among the Depositor, Xxxxx
Fargo Bank, N.A., a national banking association, as master servicer (in such
capacity, the "Master Servicer") as securities administrator (in such capacity,
the "Securities Administrator"), as custodian (in such capacity, the
"Custodian"), and as servicer (in such capacity, the "Servicer"), U.S. Bank
National Association (the "Trustee") and Xxxxxxx Fixed Income Services Inc. 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 purchaser shall be deemed to make the representations set forth in Section
6.02(e) of the Pooling and Servicing 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 Securities Administrator.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be duly executed.
Dated: July 13, 2006 XXXXX FARGO BANK, N.A.,
as Securities Administrator
By:
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, N.A.,
as Certificate Registrar
By:
--------------------------------------
Authorized Signatory
[Reverse of Class M-6 Certificate]
SG MORTGAGE SECURITIES TRUST 2006-FRE2,
Asset-Backed Certificates, Series 2006-FRE2
This Certificate is one of a duly authorized issue of Certificates designated as
SG Mortgage Securities Trust 2006-FRE2, Asset-Backed Certificates, Series
2006-FRE2 (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 Securities Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is
made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Securities Administrator.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day then the first
Business Day 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 or agency of
the Securities Administrator 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 Securities
Administrator and the rights of the Certificateholders under the Agreement at
any time by the Depositor, the Servicer, the Master Servicer, the Securities
Administrator and the Trustee, if any 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 Securities Administrator upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Securities
Administrator accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Servicer, the Master Servicer, the Securities Administrator,
the Trustee, the Certificate Registrar, and any agent of the Depositor, the
Servicer, the Master Servicer, the Securities Administrator, the Trustee or the
Certificate Registrar may treat the Person, including a Depository, in whose
name any Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Securities
Administrator, the Trustee or the Trust nor any agent of any of them shall be
affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate
Principal Balance of the Mortgage Loans is less than 10% of the aggregate
Principal Balance of the 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 Distribution Date
in July 2036.
Capitalized terms used herein that are defined in the Agreement shall have the
meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the Asset-Backed Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of __________________
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________.
This information is provided by _____________________, 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 SECURITIES
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A, CLASS M-1, CLASS M-2, CLASS M-3,
CLASS M-4, CLASS M-5 AND CLASS M-6 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
6.02(e) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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"), AND CERTAIN OTHER ASSETS.
AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER
OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE
REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A
PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION
CLASS EXEMPTION ("PTCE") 84-14, XXXX 00-0, XXXX 00-0, XXXX 95-60 OR PTCE 96-23
OR A COMPARABLE EXEMPTION AVAILABLE UNDER SIMILAR LAW.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR ANY INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN
SECTION 6.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD
HARMLESS THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE,
THE MASTER SERVICER, ANY UNDERWRITER AND THE TRUST FUND FROM AND AGAINST ANY AND
ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT
OF SUCH ACQUISITION OR HOLDING.
Certificate No. 1 Variable Pass-Through Rate
Class M-7 Percentage Interest: 100%
Date of Pooling and Servicing Agreement: Aggregate Initial Certificate
July 1, 2006 Principal Balance of the Class M-7
Certificates: $24,434,000
Cut-off Date: July 1, 2006
First Distribution Date: Initial Certificate Principal Balance
August 25, 2006 of this Certificate:
$[________]
Assumed Final Maturity Date: CUSIP
July 25, 2036 784208 AM 2
SG MORTGAGE SECURITIES TRUST 2006-FRE2
Asset-Backed Certificates, Series 2006-FRE2 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 and second lien, adjustable and fixed rate mortgage loans (the
"Mortgage Loans"), SG MORTGAGE SECURITIES, LLC, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance of this Class M-7
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-7
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Securities Administrator 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 SG Mortgage Securities,
LLC (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of July 1, 2006 (the "Agreement") among the Depositor, Xxxxx
Fargo Bank, N.A., a national banking association, as master servicer (in such
capacity, the "Master Servicer") as securities administrator (in such capacity,
the "Securities Administrator"), as custodian (in such capacity, the
"Custodian"), and as servicer (in such capacity, the "Servicer"), U.S. Bank
National Association (the "Trustee") and Xxxxxxx Fixed Income Services Inc. 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 purchaser shall be deemed to make the representations set forth in Section
6.02(e) of the Pooling and Servicing 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 Securities Administrator.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be duly executed.
Dated: July 13, 2006 XXXXX FARGO BANK, N.A.,
as Securities Administrator
By:
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, N.A.,
as Certificate Registrar
By:
--------------------------------------
Authorized Signatory
[Reverse of Class M-7 Certificate]
SG MORTGAGE SECURITIES TRUST 2006-FRE2,
Asset-Backed Certificates, Series 2006-FRE2
This Certificate is one of a duly authorized issue of Certificates designated as
SG Mortgage Securities Trust 2006-FRE2, Asset-Backed Certificates, Series
2006-FRE2 (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 Securities Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is
made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Securities Administrator.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day then the first
Business Day 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 or agency of
the Securities Administrator 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 Securities
Administrator and the rights of the Certificateholders under the Agreement at
any time by the Depositor, the Servicer, the Master Servicer, the Securities
Administrator and the Trustee, if any 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 Securities Administrator upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Securities
Administrator accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Servicer, the Master Servicer, the Securities Administrator,
the Trustee, the Certificate Registrar, and any agent of the Depositor, the
Servicer, the Master Servicer, the Securities Administrator, the Trustee or the
Certificate Registrar may treat the Person, including a Depository, in whose
name any Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Securities
Administrator, the Trustee or the Trust nor any agent of any of them shall be
affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate
Principal Balance of the Mortgage Loans is less than 10% of the aggregate
Principal Balance of the 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 Distribution Date
in July 2036.
Capitalized terms used herein that are defined in the Agreement shall have the
meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the Asset-Backed Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of __________________
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________.
This information is provided by _____________________, 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 SECURITIES
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A, CLASS M-1, CLASS M-2, CLASS M-3,
CLASS M-4, CLASS M-5, CLASS M-6 AND CLASS M-7 CERTIFICATES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
6.02(e) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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"), AND CERTAIN OTHER ASSETS.
AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER
OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE
REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A
PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION
CLASS EXEMPTION ("PTCE") 84-14, XXXX 00-0, XXXX 00-0, XXXX 95-60 OR PTCE 96-23
OR A COMPARABLE EXEMPTION AVAILABLE UNDER SIMILAR LAW.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR ANY INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN
SECTION 6.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD
HARMLESS THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE,
THE MASTER SERVICER, ANY UNDERWRITER AND THE TRUST FUND FROM AND AGAINST ANY AND
ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT
OF SUCH ACQUISITION OR HOLDING.
Certificate No. 1 Variable Pass-Through Rate
Class M-8 Percentage Interest: 100%
Date of Pooling and Servicing Agreement: Aggregate Initial Certificate
July 1, 2006 Principal Balance of the Class M-8
Certificates: $20,814,000
Cut-off Date: July 1, 2006
First Distribution Date: Initial Certificate Principal Balance
August 25, 2006 of this Certificate:
$[________]
Assumed Final Maturity Date: CUSIP
July 25, 2036 784208 AN 0
SG MORTGAGE SECURITIES TRUST 2006-FRE2
Asset-Backed Certificates, Series 2006-FRE2 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 and second lien, adjustable and fixed rate mortgage loans (the
"Mortgage Loans"), SG MORTGAGE SECURITIES, LLC, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance of this Class M-8
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-8
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Securities Administrator 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 SG Mortgage Securities,
LLC (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of July 1, 2006 (the "Agreement") among the Depositor, Xxxxx
Fargo Bank, N.A., a national banking association, as master servicer (in such
capacity, the "Master Servicer") as securities administrator (in such capacity,
the "Securities Administrator"), as custodian (in such capacity, the
"Custodian"), and as servicer (in such capacity, the "Servicer"), U.S. Bank
National Association (the "Trustee") and Xxxxxxx Fixed Income Services Inc. 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 purchaser shall be deemed to make the representations set forth in Section
6.02(e) of the Pooling and Servicing 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 Securities Administrator.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be duly executed.
Dated: July 13, 2006 XXXXX FARGO BANK, N.A.,
as Securities Administrator
By:
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, N.A.,
as Certificate Registrar
By:
--------------------------------------
Authorized Signatory
[Reverse of Class M-8 Certificate]
SG MORTGAGE SECURITIES TRUST 2006-FRE2,
Asset-Backed Certificates, Series 2006-FRE2
This Certificate is one of a duly authorized issue of Certificates designated as
SG Mortgage Securities Trust 2006-FRE2, Asset-Backed Certificates, Series
2006-FRE2 (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 Securities Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is
made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Securities Administrator.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day then the first
Business Day 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 or agency of
the Securities Administrator 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 Securities
Administrator and the rights of the Certificateholders under the Agreement at
any time by the Depositor, the Servicer, the Master Servicer, the Securities
Administrator and the Trustee, if any 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 Securities Administrator upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Securities
Administrator accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Servicer, the Master Servicer, the Securities Administrator,
the Trustee, the Certificate Registrar, and any agent of the Depositor, the
Servicer, the Master Servicer, the Securities Administrator, the Trustee or the
Certificate Registrar may treat the Person, including a Depository, in whose
name any Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Securities
Administrator, the Trustee or the Trust nor any agent of any of them shall be
affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate
Principal Balance of the Mortgage Loans is less than 10% of the aggregate
Principal Balance of the 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 Distribution Date
in July 2036.
Capitalized terms used herein that are defined in the Agreement shall have the
meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the Asset-Backed Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of __________________
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________.
This information is provided by _____________________, 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 SECURITIES
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A, CLASS M-1, CLASS M-2, CLASS M-3,
CLASS M-4, CLASS M-5, CLASS M-6, CLASS M-7 AND CLASS M-8 CERTIFICATES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
6.02(e) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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"), AND CERTAIN OTHER ASSETS.
AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER
OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE
REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A
PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION
CLASS EXEMPTION ("PTCE") 84-14, XXXX 00-0, XXXX 00-0, XXXX 95-60 OR PTCE 96-23
OR A COMPARABLE EXEMPTION AVAILABLE UNDER SIMILAR LAW.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR ANY INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN
SECTION 6.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD
HARMLESS THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE,
THE MASTER SERVICER, ANY UNDERWRITER AND THE TRUST FUND FROM AND AGAINST ANY AND
ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT
OF SUCH ACQUISITION OR HOLDING.
Certificate No. 1 Variable Pass-Through Rate
Class M-9 Percentage Interest: 100%
Date of Pooling and Servicing Agreement: Aggregate Initial Certificate
July 1, 2006 Principal Balance of the Class M-9
Certificates: $17,194,000
Cut-off Date: July 1, 2006
First Distribution Date: Initial Certificate Principal Balance
August 25, 2006 of this Certificate:
$[________]
Assumed Final Maturity Date: CUSIP
July 25, 2036 784208 AP 5
SG MORTGAGE SECURITIES TRUST 2006-FRE2
Asset-Backed Certificates, Series 2006-FRE2 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 and second lien, adjustable and fixed rate mortgage loans (the
"Mortgage Loans"), SG MORTGAGE SECURITIES, LLC, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance of this Class M-9
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-9
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Securities Administrator 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 SG Mortgage Securities,
LLC (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of July 1, 2006 (the "Agreement") among the Depositor, Xxxxx
Fargo Bank, N.A., a national banking association, as master servicer (in such
capacity, the "Master Servicer") as securities administrator (in such capacity,
the "Securities Administrator"), as custodian (in such capacity, the
"Custodian"), and as servicer (in such capacity, the "Servicer"), U.S. Bank
National Association (the "Trustee") and Xxxxxxx Fixed Income Services Inc. 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.
Any purchaser shall be deemed to make the representations set forth in Section
6.02(e) of the Pooling and Servicing 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 Securities Administrator.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be duly executed.
Dated: July 13, 2006 XXXXX FARGO BANK, N.A.,
as Securities Administrator
By:
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, N.A.,
as Certificate Registrar
By:
--------------------------------------
Authorized Signatory
[Reverse of Class M-9 Certificate]
SG MORTGAGE SECURITIES TRUST 2006-FRE2,
Asset-Backed Certificates, Series 2006-FRE2
This Certificate is one of a duly authorized issue of Certificates designated as
SG Mortgage Securities Trust 2006-FRE2, Asset-Backed Certificates, Series
2006-FRE2 (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 Securities Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is
made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Securities Administrator.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day then the first
Business Day 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 or agency of
the Securities Administrator 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 Securities
Administrator and the rights of the Certificateholders under the Agreement at
any time by the Depositor, the Servicer, the Master Servicer, the Securities
Administrator and the Trustee, if any 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 Securities Administrator upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Securities
Administrator accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Servicer, the Master Servicer, the Securities Administrator,
the Trustee, the Certificate Registrar, and any agent of the Depositor, the
Servicer, the Master Servicer, the Securities Administrator, the Trustee or the
Certificate Registrar may treat the Person, including a Depository, in whose
name any Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Securities
Administrator, the Trustee or the Trust nor any agent of any of them shall be
affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate
Principal Balance of the Mortgage Loans is less than 10% of the aggregate
Principal Balance of the 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 Distribution Date
in July 2036.
Capitalized terms used herein that are defined in the Agreement shall have the
meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the Asset-Backed Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of __________________
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________.
This information is provided by _____________________, the assignee named
above, or ________________, as its agent.
EXHIBIT A-15
Form of Class M-10 Certificate
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE SECURITIES
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A, CLASS M-1, CLASS M-2, CLASS M-3,
CLASS M-4, CLASS M-5, CLASS M-6, CLASS M-7, CLASS M-8 AND CLASS M-9 CERTIFICATES
TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
6.02(e) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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"), AND CERTAIN OTHER ASSETS.
AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER
OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE
REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A
PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION
CLASS EXEMPTION ("PTCE") 84-14, XXXX 00-0, XXXX 00-0, XXXX 95-60 OR PTCE 96-23
OR A COMPARABLE EXEMPTION AVAILABLE UNDER SIMILAR LAW.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR ANY INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN
SECTION 6.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD
HARMLESS THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE,
THE MASTER SERVICER, ANY UNDERWRITER AND THE TRUST FUND FROM AND AGAINST ANY AND
ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT
OF SUCH ACQUISITION OR HOLDING.
Certificate No. 1 Variable Pass-Through Rate
Class M-10 Percentage Interest: 100%
Date of Pooling and Servicing Agreement: Aggregate Initial Certificate
July 1, 2006 Principal Balance of the Class M-10
Certificates: $10,860,000
Cut-off Date: July 1, 2006
First Distribution Date: Initial Certificate Principal Balance
August 25, 2006 of this Certificate:
$[________]
Assumed Final Maturity Date: CUSIP
July 25, 2036 784208 AQ 3
SG MORTGAGE SECURITIES TRUST 2006-FRE2
Asset-Backed Certificates, Series 2006-FRE2 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 and second lien, adjustable and fixed rate mortgage loans (the
"Mortgage Loans"), SG MORTGAGE SECURITIES, LLC, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance of this Class M-10
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-10
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Securities Administrator 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 SG Mortgage Securities,
LLC (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of July 1, 2006 (the "Agreement") among the Depositor, Xxxxx
Fargo Bank, N.A., a national banking association, as master servicer (in such
capacity, the "Master Servicer") as securities administrator (in such capacity,
the "Securities Administrator"), as custodian (in such capacity, the
"Custodian"), and as servicer (in such capacity, the "Servicer"), U.S. Bank
National Association (the "Trustee") and Xxxxxxx Fixed Income Services Inc. 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.
Any purchaser shall be deemed to make the representations set forth in Section
6.02(e) of the Pooling and Servicing 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 Securities Administrator.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be duly executed.
Dated: July 13, 2006 XXXXX FARGO BANK, N.A.,
as Securities Administrator
By:
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, N.A.,
as Certificate Registrar
By:
--------------------------------------
Authorized Signatory
[Reverse of Class M-10 Certificate]
SG MORTGAGE SECURITIES TRUST 2006-FRE2,
Asset-Backed Certificates, Series 2006-FRE2
This Certificate is one of a duly authorized issue of Certificates designated as
SG Mortgage Securities Trust 2006-FRE2, Asset-Backed Certificates, Series
2006-FRE2 (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 Securities Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is
made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Securities Administrator.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day then the first
Business Day 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 or agency of
the Securities Administrator 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 Securities
Administrator and the rights of the Certificateholders under the Agreement at
any time by the Depositor, the Servicer, the Master Servicer, the Securities
Administrator and the Trustee, if any 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 Securities Administrator upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Securities
Administrator accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Servicer, the Master Servicer, the Securities Administrator,
the Trustee, the Certificate Registrar, and any agent of the Depositor, the
Servicer, the Master Servicer, the Securities Administrator, the Trustee or the
Certificate Registrar may treat the Person, including a Depository, in whose
name any Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Securities
Administrator, the Trustee or the Trust nor any agent of any of them shall be
affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate
Principal Balance of the Mortgage Loans is less than 10% of the aggregate
Principal Balance of the 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 Distribution Date
in July 2036.
Capitalized terms used herein that are defined in the Agreement shall have the
meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the Asset-Backed Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of __________________
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________.
This information is provided by _____________________, the assignee named
above, or ________________, as its agent.
EXHIBIT A-16
Form of Class M-11 Certificate
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE SECURITIES
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A, CLASS M-1, CLASS M-2, CLASS M-3,
CLASS M-4, CLASS M-5, CLASS M-6, CLASS M-7, CLASS M-8, CLASS M-9 AND CLASS M-10
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
6.02(e) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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"), AND CERTAIN OTHER ASSETS.
AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER
OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE
REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A
PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION
CLASS EXEMPTION ("PTCE") 84-14, XXXX 00-0, XXXX 00-0, XXXX 95-60 OR PTCE 96-23
OR A COMPARABLE EXEMPTION AVAILABLE UNDER SIMILAR LAW.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR ANY INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN
SECTION 6.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD
HARMLESS THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE,
THE MASTER SERVICER, ANY UNDERWRITER AND THE TRUST FUND FROM AND AGAINST ANY AND
ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT
OF SUCH ACQUISITION OR HOLDING.
Certificate No. 1 Variable Pass-Through Rate
Class M-11 Percentage Interest: 100%
Date of Pooling and Servicing Agreement: Aggregate Initial Certificate
July 1, 2006 Principal Balance of the Class M-11
Certificates: $16,289,000
Cut-off Date: July 1, 2006
First Distribution Date: Initial Certificate Principal Balance
August 25, 2006 of this Certificate:
$[________]
Assumed Final Maturity Date: CUSIP
July 25, 2036 784208 AR 1
SG MORTGAGE SECURITIES TRUST 2006-FRE2
Asset-Backed Certificates, Series 2006-FRE2 Class M-11,
evidencing the Percentage Interest in the distributions allocable to the
Certificates of the above-referenced Class with respect to the Trust consisting
of first and second lien, adjustable and fixed rate mortgage loans (the
"Mortgage Loans"), SG MORTGAGE SECURITIES, LLC, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance of this Class M-11
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-11
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Securities Administrator referred to below or any of their respective
affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class M-11 Certificate (obtained by dividing the
Denomination of this Class M-11 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by SG Mortgage Securities,
LLC (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of July 1, 2006 (the "Agreement") among the Depositor, Xxxxx
Fargo Bank, N.A., a national banking association, as master servicer (in such
capacity, the "Master Servicer") as securities administrator (in such capacity,
the "Securities Administrator"), as custodian (in such capacity, the
"Custodian"), and as servicer (in such capacity, the "Servicer"), U.S. Bank
National Association (the "Trustee") and Xxxxxxx Fixed Income Services Inc. To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-11 Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class M-11 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Any purchaser shall be deemed to make the representations set forth in Section
6.02(e) of the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Class M-11
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Class M-11 Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Securities Administrator.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be duly executed.
Dated: July 13, 2006 XXXXX FARGO BANK, N.A.,
as Securities Administrator
By:
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, N.A.,
as Certificate Registrar
By:
--------------------------------------
Authorized Signatory
[Reverse of Class M-11 Certificate]
SG MORTGAGE SECURITIES TRUST 2006-FRE2,
Asset-Backed Certificates, Series 2006-FRE2
This Certificate is one of a duly authorized issue of Certificates designated as
SG Mortgage Securities Trust 2006-FRE2, Asset-Backed Certificates, Series
2006-FRE2 (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 Securities Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is
made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Securities Administrator.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day then the first
Business Day 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 or agency of
the Securities Administrator 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 Securities
Administrator and the rights of the Certificateholders under the Agreement at
any time by the Depositor, the Servicer, the Master Servicer, the Securities
Administrator and the Trustee, if any 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 Securities Administrator upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Securities
Administrator accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Servicer, the Master Servicer, the Securities Administrator,
the Trustee, the Certificate Registrar, and any agent of the Depositor, the
Servicer, the Master Servicer, the Securities Administrator, the Trustee or the
Certificate Registrar may treat the Person, including a Depository, in whose
name any Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Securities
Administrator, the Trustee or the Trust nor any agent of any of them shall be
affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate
Principal Balance of the Mortgage Loans is less than 10% of the aggregate
Principal Balance of the 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 Distribution Date
in July 2036.
Capitalized terms used herein that are defined in the Agreement shall have the
meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the Asset-Backed Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of __________________
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________.
This information is provided by _____________________, the assignee named
above, or ________________, as its agent.
EXHIBIT A-17
Form of Class CE Certificate
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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"), AND CERTAIN OTHER ASSETS.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A AND CLASS M CERTIFICATES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR A REPRESENTATION LETTER TO
THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"),
OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY
SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") OR
A PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT
THAT SUCH REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A
PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION
4975 OF THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF
OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT, SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO
EFFECT.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR ANY INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN
SECTION 6.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD
HARMLESS THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE,
THE MASTER SERVICER, ANY UNDERWRITER AND THE TRUST FUND FROM AND AGAINST ANY AND
ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT
OF SUCH ACQUISITION OR HOLDING.
Certificate No. 1 Variable Pass-Through Rate
Class CE Percentage Interest: 100%
Date of Pooling and Servicing Agreement: Aggregate Initial Certificate
July 1, 2006 Principal Balance of the Class CE
Certificates: $33,485,274
Cut-off Date: July 1, 2006
First Distribution Date: Initial Certificate Principal Balance
August 25, 2006 of this Certificate:
$[________]
Assumed Final Maturity Date:
July 25, 2036
SG MORTGAGE SECURITIES TRUST 2006-FRE2
Asset-Backed Certificates, Series 2006-FRE2 Class CE,
evidencing the Percentage Interest in the distributions allocable to the
Certificates of the above-referenced Class with respect to the Trust consisting
of first and second lien, adjustable and fixed rate mortgage loans (the
"Mortgage Loans"), SG MORTGAGE SECURITIES, LLC, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance of this Class CE
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class CE
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Securities Administrator referred to below or any of their respective
affiliates.
This certifies that SG Mortgage Finance Corp. is the registered owner of the
Percentage Interest evidenced by this Class CE Certificate (obtained by dividing
the Denomination of this Class CE 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 SG Mortgage Securities,
LLC (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of July 1, 2006 (the "Agreement") among the Depositor, Xxxxx
Fargo Bank, N.A., a national banking association, as master servicer (in such
capacity, the "Master Servicer") as securities administrator (in such capacity,
the "Securities Administrator"), as custodian (in such capacity, the
"Custodian"), and as servicer (in such capacity, the "Servicer"), U.S. Bank
National Association (the "Trustee") and Xxxxxxx Fixed Income Services Inc. To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class CE Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class CE 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 Securities Administrator and the Depositor in writing the facts
surrounding the transfer. In the event that such a transfer is not to be made
pursuant to Rule 144A of the Act, there shall be delivered to the Securities
Administrator and the Depositor 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 Securities Administrator or the Depositor; or
there shall be delivered to the Securities Administrator and the Depositor a
transferor certificate by the transferor and an investment letter shall be
executed by the transferee. The Holder hereof desiring to effect such transfer
shall, and does hereby agree to, indemnify the Securities Administrator and the
Depositor against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.
Any purchaser shall be deemed to make the representations set forth in Section
6.02(e) of the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Class CE 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 CE 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 Securities Administrator.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be duly executed.
Dated: July 13, 2006 XXXXX FARGO BANK, N.A.,
as Securities Administrator
By:
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, N.A.,
as Certificate Registrar
By:
--------------------------------------
Authorized Signatory
[Reverse of Class CE Certificate]
SG MORTGAGE SECURITIES TRUST 2006-FRE2,
Asset-Backed Certificates, Series 2006-FRE2
This Certificate is one of a duly authorized issue of Certificates designated as
SG Mortgage Securities Trust, Asset-Backed Certificates, Series 2006-FRE2
(herein collectively called the "Certificates 2006-FRE2"), 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 Securities Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is
made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Securities Administrator.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day then the first
Business Day 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 or agency of
the Securities Administrator specified in the notice to Certificateholders of
such final distribution.
No transfer of a Certificate of this Class shall be made unless the Securities
Administrator shall have received a representation letter from the transferee of
such Certificate, acceptable to and in form and substance satisfactory to the
Securities Administrator, to the effect that such transferee is not an employee
benefit plan subject to Section 406 of ERISA, Section 4975 of the Code or any
materially similar provisions of applicable federal, state or local law
("Similar Law"), or a person acting on behalf of or investing plan assets of any
such plan, which representation letter shall not be an expense of the Securities
Administrator.
The Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Securities
Administrator and the rights of the Certificateholders under the Agreement at
any time by the Depositor, the Servicer, the Master Servicer, the Securities
Administrator and the Trustee, if any 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 Securities Administrator upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Securities
Administrator accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Servicer, the Master Servicer, the Securities Administrator,
the Trustee, the Certificate Registrar, and any agent of the Depositor, the
Servicer, the Master Servicer, the Securities Administrator, the Trustee or the
Certificate Registrar may treat the Person, including a Depository, in whose
name any Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Securities
Administrator, the Trustee or the Trust nor any agent of any of them shall be
affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate
Principal Balance of the Mortgage Loans is less than 10% of the aggregate
Principal Balance of the 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 Distribution Date
in July 2036.
Capitalized terms used herein that are defined in the Agreement shall have the
meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the Asset-Backed Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of __________________
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________.
This information is provided by _____________________, the assignee named
above, or ________________, as its agent.
EXHIBIT A-18
Form of Class P Certificate
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.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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").
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR A REPRESENTATION LETTER TO
THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"),
OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY
SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") OR
A PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT
THAT SUCH REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A
PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION
4975 OF THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF
OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT, SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO
EFFECT.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR ANY INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN
SECTION 6.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD
HARMLESS THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE,
THE MASTER SERVICER, ANY UNDERWRITER AND THE TRUST FUND FROM AND AGAINST ANY AND
ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT
OF SUCH ACQUISITION OR HOLDING.
Certificate No. 1 Variable Pass-Through Rate
Class P Percentage Interest: 100%
Date of Pooling and Servicing Agreement: Aggregate Initial Certificate
July 1, 2006 Principal Balance of the Class P
Certificates: $100
Cut-off Date: July 1, 2006
First Distribution Date: Initial Certificate Principal Balance
August 25, 2006 of this Certificate:
$[________]
Assumed Final Maturity Date:
July 25, 2036
SG MORTGAGE SECURITIES TRUST 2006-FRE2
Asset-Backed Certificates, Series 2006-FRE2 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 and second lien, adjustable and fixed rate mortgage loans (the
"Mortgage Loans"), SG MORTGAGE SECURITIES, LLC, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Principal Balance of this Class P
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class P
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Securities Administrator referred to below or any of their respective
affiliates.
This certifies that SG Mortgage Finance Corp. 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 monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by SG Mortgage Securities,
LLC (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of July 1, 2006 (the "Agreement") among the Depositor, Xxxxx
Fargo Bank, N.A., a national banking association, as master servicer (in such
capacity, the "Master Servicer") as securities administrator (in such capacity,
the "Securities Administrator"), as custodian (in such capacity, the
"Custodian"), and as servicer (in such capacity, the "Servicer"), U.S. Bank
National Association (the "Trustee") and Xxxxxxx Fixed Income Services Inc. 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.
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 Securities Administrator and the Depositor in writing the facts
surrounding the transfer. In the event that such a transfer is not to be made
pursuant to Rule 144A of the Act, there shall be delivered to the Securities
Administrator and the Depositor 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 Securities Administrator or the Depositor; or
there shall be delivered to the Securities Administrator and the Depositor a
transferor certificate by the transferor and an investment letter shall be
executed by the transferee. The Holder hereof desiring to effect such transfer
shall, and does hereby agree to, indemnify the Securities Administrator and the
Depositor against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.
Any purchaser shall be deemed to make the representations set forth in Section
6.02(e) of the Pooling and Servicing 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 Securities Administrator.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be duly executed.
Dated: July 13, 2006 XXXXX FARGO BANK, N.A.,
as Securities Administrator
By:
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, N.A.,
as Certificate Registrar
By:
--------------------------------------
Authorized Signatory
[Reverse of Class P Certificate]
SG MORTGAGE SECURITIES TRUST 2006-FRE2,
Asset-Backed Certificates, Series 2006-FRE2
This Certificate is one of a duly authorized issue of Certificates designated as
SG Mortgage Securities Trust 2006-FRE2, Asset-Backed Certificates, Series
2006-FRE2 (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 Securities Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is
made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Securities Administrator.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day then the first
Business Day 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 or agency of
the Securities Administrator specified in the notice to Certificateholders of
such final distribution.
No transfer of a Certificate of this Class shall be made unless the Securities
Administrator shall have received a representation letter from the transferee of
such Certificate, acceptable to and in form and substance satisfactory to the
Securities Administrator, to the effect that such transferee is not an employee
benefit plan subject to Section 406 of ERISA, Section 4975 of the Code or any
materially similar provisions of applicable federal, state or local law
("Similar Law"), or a person acting on behalf of or investing plan assets of any
such plan, which representation letter shall not be an expense of the Securities
Administrator.
The Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Securities
Administrator and the rights of the Certificateholders under the Agreement at
any time by the Depositor, the Servicer, the Master Servicer, the Securities
Administrator and the Trustee, if any 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 Securities Administrator upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Securities
Administrator accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Servicer, the Master Servicer, the Securities Administrator,
the Trustee, the Certificate Registrar, and any agent of the Depositor, the
Servicer, the Master Servicer, the Securities Administrator, the Trustee or the
Certificate Registrar may treat the Person, including a Depository, in whose
name any Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Securities
Administrator, the Trustee or the Trust nor any agent of any of them shall be
affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate
Principal Balance of the Mortgage Loans is less than 10% of the aggregate
Principal Balance of the 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 Distribution Date
in July 2036.
Capitalized terms used herein that are defined in the Agreement shall have the
meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the Asset-Backed Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of __________________
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________.
This information is provided by _____________________, the assignee named
above, or ________________, as its agent.
EXHIBIT A-19
Form of Class R Certificate
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN TWO "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," 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 SECURITIES ADMINISTRATOR A TRANSFER
AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR A REPRESENTATION LETTER TO
THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"),
OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY
SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") OR
A PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT
THAT SUCH REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A
PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION
4975 OF THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF
OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT, SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO
EFFECT.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR ANY INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN
SECTION 6.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD
HARMLESS THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE,
THE MASTER SERVICER, ANY UNDERWRITER AND THE TRUST FUND FROM AND AGAINST ANY AND
ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT
OF SUCH ACQUISITION OR HOLDING.
Certificate No. 1
Class R Percentage Interest: 100%
Date of Pooling and Servicing Agreement: Aggregate Initial Certificate
July 1, 2006 Principal Balance of the Class R
Certificates: $0
Cut-off Date: July 1, 2006
First Distribution Date: Initial Certificate Principal Balance
August 25, 2006 of this Certificate:
$[________]
Assumed Final Maturity Date:
July 25, 2036
SG MORTGAGE SECURITIES TRUST 2006-FRE2
Asset-Backed Certificates, Series 2006-FRE2 Class R,
evidencing the Percentage Interest in the distributions allocable to the
Certificates of the above-referenced Class with respect to the Trust consisting
of first and second lien, adjustable and fixed rate mortgage loans (the
"Mortgage Loans"), SG MORTGAGE SECURITIES, LLC, as Depositor
This Certificate does not evidence an obligation of, or an interest in, and is
not guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee
or the Securities Administrator referred to below or any of their respective
affiliates.
This certifies that SG Mortgage Finance Corp. 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 SG
Mortgage Securities, LLC (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of July 1, 2006 (the "Agreement") among
the Depositor, Xxxxx Fargo Bank, N.A., a national banking association, as master
servicer (in such capacity, the "Master Servicer") as securities administrator
(in such capacity, the "Securities Administrator"), as custodian (in such
capacity, the "Custodian"), and as servicer (in such capacity, the "Servicer"),
U.S. Bank National Association (the "Trustee") and Xxxxxxx Fixed Income Services
Inc. 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
Corporate Trust Office or the office or agency maintained by the Securities
Administrator in Minneapolis, Minnesota.
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 Securities Administrator and the Depositor in writing the facts
surrounding the transfer. In the event that such a transfer is not to be made
pursuant to Rule 144A of the Act, there shall be delivered to the Securities
Administrator and the Depositor 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 Securities Administrator or the Depositor; or
there shall be delivered to the Securities Administrator and the Depositor a
transferor certificate by the transferor and an investment letter shall be
executed by the transferee. The Holder hereof desiring to effect such transfer
shall, and does hereby agree to, indemnify the Securities Administrator and the
Depositor against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.
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 Securities Administrator
and 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 Securities Administrator and 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 Master Servicer 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. Any purchaser
shall be deemed to make the representations set forth in Section 6.02(e) of the
Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Class R 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 R 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 Securities Administrator.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be duly executed.
Dated: July 13, 2006 XXXXX FARGO BANK, N.A.,
as Securities Administrator
By:
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, N.A.,
as Certificate Registrar
By:
--------------------------------------
Authorized Signatory
[Reverse of Class R Certificate]
SG MORTGAGE SECURITIES TRUST 2006-FRE2,
Asset-Backed Certificates, Series 2006-FRE2
This Certificate is one of a duly authorized issue of Certificates designated as
SG Mortgage Securities Trust 2006-FRE2, Asset-Backed Certificates, Series
2006-FRE2 (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 Securities Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is
made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Securities Administrator.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day then the first
Business Day 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 or agency of
the Securities Administrator specified in the notice to Certificateholders of
such final distribution.
No transfer of a Certificate of this Class shall be made unless the Securities
Administrator shall have received a representation letter from the transferee of
such Certificate, acceptable to and in form and substance satisfactory to the
Securities Administrator, to the effect that such transferee is not an employee
benefit plan subject to Section 406 of ERISA, Section 4975 of the Code or any
materially similar provisions of applicable federal, state or local law
("Similar Law"), or a person acting on behalf of or investing plan assets of any
such plan, which representation letter shall not be an expense of the Securities
Administrator.
The Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Securities
Administrator and the rights of the Certificateholders under the Agreement at
any time by the Depositor, the Servicer, the Master Servicer, the Securities
Administrator and the Trustee, if any 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 Securities Administrator upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Securities
Administrator accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Servicer, the Master Servicer, the Securities Administrator,
the Trustee, the Certificate Registrar, and any agent of the Depositor, the
Servicer, the Master Servicer, the Securities Administrator, the Trustee or the
Certificate Registrar may treat the Person, including a Depository, in whose
name any Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Securities
Administrator, the Trustee or the Trust nor any agent of any of them shall be
affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate
Principal Balance of the Mortgage Loans is less than 10% of the aggregate
Principal Balance of the 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 Distribution Date
in July 2036.
Capitalized terms used herein that are defined in the Agreement shall have the
meanings ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the Asset-Backed Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________ for the account of __________________
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________.
This information is provided by _____________________, the assignee named
above, or ________________, as its agent.
EXHIBIT B
---------
[Reserved]
EXHIBIT C
---------
[Reserved]
EXHIBIT D
---------
Mortgage Loan Schedule
loan_id loan_amount note_rate ltv arm_margin loan_purpose Loan Purpose (Refined) occupancy_type
---------------------------------------------------------------------------------------------------------------------------------
1000002145 427000 7.45 84.55 4.966 Refinance Cashout Refi. Owner Occupied
1000002153 351000 9.7 65 6.99 Refinance Cashout Refi. Owner Occupied
1000002154 205200 7.99 80 5.919 Purchase Purchase Owner Occupied
1000002160 139352 8 80 5.929 Purchase Purchase Owner Occupied
1000002167 141000 8.1 74.21 6.029 Refinance Cashout Refi. Owner Occupied
1000002175 225000 6.9 64.29 0 Refinance Cashout Refi. Owner Occupied
1000002176 480000 8.7 80 6.629 Purchase Purchase Owner Occupied
1000002192 156000 7.45 80 5.379 Purchase Purchase 2nd Home
1000002193 86400 8.4 80 6.47 Refinance Cashout Refi. Owner Occupied
0000000000 175500 6.65 53.67 0 Refinance Cashout Refi. Owner Occupied
1000307129 411200 7.5 80 5.338 Purchase Purchase Owner Occupied
1000307751 252000 8.4 80 5.988 Refinance Cashout Refi. Owner Occupied
1000308224 291000 11.8 60 6.99 Refinance Cashout Refi. Owner Occupied
1000308277 360000 11 78.26 6.99 Refinance Cashout Refi. Non-Owner Occupied
1000308490 173000 7.55 88.72 0 Refinance Cashout Refi. Owner Occupied
0000000000 262500 9.35 75 6.938 Refinance Cashout Refi. Owner Occupied
1000308528 168350 11.2 65 6.3 Refinance Cashout Refi. Owner Occupied
1000308776 360000 7.65 75 5.166 Refinance Cashout Refi. Owner Occupied
1000308809 260000 9.75 69.33 6.99 Refinance Cashout Refi. Owner Occupied
1000308864 193800 7.8 85 0 Purchase Purchase Owner Occupied
1000309037 292000 7.95 80 5.466 Purchase Purchase Owner Occupied
1000309044 150000 7 75 4.588 Purchase Purchase Owner Occupied
1000309087 388000 8.5 80 6.016 Purchase Purchase Non-Owner Occupied
1000309194 153000 7.6 85 5.67 Refinance Cashout Refi. Owner Occupied
1000309239 530000 7.99 77.94 5.506 Refinance Cashout Refi. Non-Owner Occupied
1000309262 298000 7.5 80 5.016 Purchase Purchase Owner Occupied
1000309891 420000 7.7 80 5.216 Purchase Purchase Owner Occupied
1000309915 220500 8.75 90 6.266 Refinance Cashout Refi. Non-Owner Occupied
1000310070 54000 9.7 90 6.99 Purchase Purchase Non-Owner Occupied
1000310115 480000 7.99 75 5.506 Refinance Cashout Refi. Owner Occupied
1000310154 69000 10.95 69 6.99 Purchase Purchase Owner Occupied
1000310231 440000 8.05 80 5.566 Purchase Purchase Owner Occupied
1000310300 301750 8.8 85 6.316 Refinance Cashout Refi. 2nd Home
1000310423 92000 7.9 80 5.97 Purchase Purchase Owner Occupied
1000310446 232960 7.95 80 5.879 Purchase Purchase Owner Occupied
1000310671 187500 7.6 72.12 5.116 Refinance Cashout Refi. Owner Occupied
0000000000 170100 8.35 90 5.866 Purchase Purchase Non-Owner Occupied
1000310795 364400 7.25 80 4.766 Purchase Purchase Owner Occupied
1000310873 202500 7.75 87.28 5.266 Refinance Cashout Refi. Owner Occupied
1000311041 157500 8.5 70 6.016 Refinance Cashout Refi. Owner Occupied
1000311046 301500 7.99 90 5.506 Purchase Purchase Owner Occupied
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loan_id doc_type fico appr_value product Balloon Indicator prop_city prop_county
--------------------------------------------------------------------------------------------------------------------------------
1000002145 Stated 574 505000 40/30 - 2/28 ARM Y RIVERSIDE RIVERSIDE
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1000308522 Stated 509 350000 2/28 N WINCHESTER FREDERICK
1000308528 Full 522 259000 2/28 N PARKVILLE CITY BALTIMORE
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1000309194 Full 672 180000 2/28 N MIAMI MIAMI-DADE
1000309239 Stated 648 680000 40/30 - 2/28 ARM Y ENCINO LOS ANGELES
1000309262 Full 629 372500 40/30 - 2/28 ARM Y WEST ORANGE TOWNSHIP ESSEX
1000309891 Stated 767 525000 40/30 - 2/28 ARM Y VALLEJO SOLANO
1000309915 Full 610 245000 2/28 N FORT MYERS LEE
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1000310154 Stated 525 100000 2/28 N BARABOO SAUK
1000310231 Stated 641 550000 2/28 N GAITHERSBURG MONTGOMERY
1000310300 Stated 633 355000 2/28 N QUEEN CREEK PINAL
1000310423 Full 638 115000 2/28 N HAPEVILLE FULTON
1000310446 Full 750 291200 40/30 - 2/28 ARM Y JERSEY CITY HUDSON
1000310671 Full 612 260000 40/30 - 2/28 ARM Y CLOVIS FRESNO
1000310791 Full 688 189000 40/30 - 2/28 ARM Y PORT SAINT LUCIE ST LUCIE
1000310795 Stated 697 455500 40/30 - 2/28 ARM Y HACIENDA HEIGHTS LOS ANGELES
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1000316066 Stated 583 180000 40/30 - 2/28 ARM Y WILLINGBORO BURLINGTON
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1000316078 Full 573 415000 40/30 - 2/28 ARM Y SANTA MARIA SANTA BARBARA
1000316082 Full 673 440000 40/30 - 2/28 ARM Y LOS ANGELES LOS ANGELES
1000316085 Stated 623 205000 2/28 N RAMONA SAN DIEGO
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1000316098 Full 635 740000 2/28 N RANCHOSANTAMARGARITA ORANGE
1000316099 Full 599 462990 343 N MENIFEE RIVERSIDE
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1000316143 Stated 695 225000 2/28 N BAKERSFIELD KERN
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1000316254 Full 627 399000 40/30 - 2/28 ARM Y LOS BANOS MERCED
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1000316270 Stated 599 128000 2/28 N SOUTHGATE WAYNE
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1000316414 Stated 695 225000 343 N BAKERSFIELD KERN
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1000316594 Full 683 166000 2/28 N EAST HARTFORD HARTFORD
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1000316619 Full 582 120000 2/28 N HARPER WOODS WAYNE
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1000316685 Stated 775 389000 343 N FONTANA SAN BERNARDINO
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1000316718 Full 668 690000 2/28 N OAKLAND ALAMEDA
1000316720 Stated 696 311000 343 N EVERETT MIDDLESEX
1000316722 Full 643 675000 343 N GARDEN GROVE ORANGE
1000316723 Full 644 814645 343 N WOODBRIDGE PRINCE WILLIAM
1000316732 Full 684 339900 343 N SAN JUAN CAPISTRANO ORANGE
1000316733 Full 607 465000 343 N LOS ANGELES LOS ANGELES
1000316738 Full 583 130000 2/28 N BALTIMORE BALTIMORE CITY
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1000316763 Full 543 240000 2/28 N SOUTHBRIDGE WORCESTER
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1000316801 Stated 628 573000 40/30 - 2/28 ARM Y ANAHEIM ORANGE
1000316802 Full 622 280000 343 N ROSAMOND KERN
1000316814 Stated 581 267000 40/30 - 2/28 ARM Y HIGHLAND SAN BERNARDINO
1000316819 Full 612 393765 40/30 - 2/28 ARM Y HAZELHURST ONEIDA
1000316828 Full 609 210000 40/30 - 2/28 ARM Y APACHE JUNCTION PINAL
1000316836 Stated 662 359900 40/30 - 2/28 ARM Y CENTREVILLE FAIRFAX
1000316844 Stated 661 749000 343 N MIAMI MIAMI-DADE
1000316849 Full 699 275000 2/28 N WOODSTOCK CHEROKEE
1000316852 Stated 584 465000 2/28 N VALLEJO SOLANO
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1000316920 Stated 698 390000 343 N MIAMI MIAMI-DADE
1000316931 Full 635 349000 40/30 - 2/28 ARM Y PASO ROBLES SAN LUIS OBISPO
1000316933 Stated 579 1050000 2/28 N YORBA LINDA ORANGE
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1000316974 Full 635 222000 2/28 N ORMOND BEACH VOLUSIA
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1000317007 Stated 644 205000 343 N HAMPTON HENRY
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1000317039 Stated 575 425000 2/28 N CORAM SUFFOLK
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1000317064 Full 597 290000 40/30 - 2/28 ARM Y HOLLYWOOD BROWARD
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1000317087 Stated 751 510000 2/28 N SAN PABLO CONTRA COSTA
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1000317270 Stated 636 515000 40/30 - 2/28 ARM Y WHITTIER LOS ANGELES
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1000317322 Full 603 126000 2/28 N WARSAW KOSCIUSKO
1000317332 Stated 628 800000 343 N ALAMEDA ALAMEDA
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1000317389 Stated 636 515000 343 N WHITTIER LOS ANGELES
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1000317414 Stated 559 70000 2/28 N PHILADELPHIA PHILADELPHIA
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1000317501 Stated 581 423000 2/28 N PEMBROKE PINES BROWARD
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1000317516 Stated 637 102000 2/28 N PETERSBURG CHESTERFIELD
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1000317599 Stated 546 130000 2/28 N PHILADELPHIA PHILADELPHIA
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1000317685 Full 644 316000 343 N SAN JOSE SANTA CLARA
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1000317713 Stated 555 236000 40/30 - 2/28 ARM Y PALM BAY BREVARD
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1000317735 Full 622 310000 40/30 - 2/28 ARM Y LANCASTER LOS ANGELES
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1000317779 Stated 637 102000 343 N PETERSBURG PETERSBURG
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1000317821 Full 655 171000 343 N CHICAGO COOK
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1000317835 Stated 720 462000 343 N SAN JACINTO RIVERSIDE
1000317843 Stated 615 252000 2/28 N LAS VEGAS CLARK
1000317845 Stated 602 172900 40/30 - 2/28 ARM Y JONESBORO CLAYTON
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3000041986 Full 562 510000 2/28 N STATEN ISLAND RICHMOND
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3000042293 Stated 643 590000 2/28 N ANAHEIM ORANGE
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3000042954 Stated 549 510000 2/28 N LAGUNA HILLS ORANGE
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3000043784 Full 627 325000 Fixed N COLTON SAN BERNARDINO
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3000044013 Full 640 152000 2/28 N PARKVILLE BALTIMORE
3000044079 Full 640 152000 5% Piggy 2nd N PARKVILLE BALTIMORE
3000044115 Full 559 200000 2/28 N BELL GILCHRIST
3000044159 Full 602 144000 2/28 N CHICAGO COOK
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3000044386 Full 686 450000 2/28 N LOS ANGELES LOS ANGELES
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3000044672 Full 717 216000 Fixed N BREMERTON KITSAP
3000044730 Stated 648 850000 40/30 - 2/28 ARM Y EL SOBRANTE CONTRA COSTA
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3000044898 Stated 648 850000 5% Piggy 2nd N EL SOBRANTE CONTRA COSTA
3000044978 Stated 515 440000 2/28 N OAKLAND ALAMEDA
3000045003 Stated 528 235500 2/28 N ALBUQUERQUE BERNALILLO
3000045149 Stated 536 325000 40/30 - 2/28 ARM Y FORT LAUDERDALE BROWARD
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3000045489 Full 583 375000 40/30 - 2/28 ARM Y ATTLEBORO BRISTOL
3000045720 Stated 627 405500 2/28 N WILLIAMS COLUSA
3000045844 Stated 627 405500 5% Piggy 2nd N WILLIAMS COLUSA
3000045924 Full 639 57000 2/28 N BALTIMORE BALTIMORE CITY
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3000046297 Stated 522 320000 2/28 N CHANTILLY FAIRFAX
3000046424 Easy 625 100000 40/30 - 2/28 ARM Y HANOVER YORK
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3000046743 Stated 624 315000 5% Piggy 2nd N HIALEAH MIAMI-DADE
3000046856 Full 567 470000 2/28 N PALOS PARK COOK
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3000047050 Full 596 210000 2/28 N BALTIMORE BALTIMORE CITY
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3000047312 Stated 564 276000 2/28 N ORLANDO ORANGE
3000047481 Full 651 210000 2/28 N QUEEN CREEK MARICOPA
3000047506 Full 651 210000 5% Piggy 2nd N QUEEN CREEK MARICOPA
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3000048062 Stated 719 195000 2/28 N BAKERSFIELD KERN
3000048175 Full 696 650000 Fixed N ANAHEIM ORANGE
3000048335 Stated 621 710000 2/28 N WAYNE PASSAIC
3000048415 Stated 621 710000 5% Piggy 2nd N WAYNE PASSAIC
3000048610 Stated 508 285000 2/28 N CLINTON PRINCE GEORGES
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3000048950 Full 705 260000 2/28 N LAS VEGAS CLARK
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3000049358 Stated 719 195000 5% Piggy 2nd N BAKERSFIELD KERN
3000049427 Full 628 790000 2/28 N STEVENSON RANCH LOS ANGELES
3000049461 Full 628 790000 5% Piggy 2nd N STEVENSON RANCH LOS ANGELES
3000049483 Full 512 175000 2/28 N BALTIMORE BALTIMORE CITY
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3000049746 Full 648 225000 Fixed N GLEN ALLEN HENRICO
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3000050604 Full 526 200000 2/28 N TACOMA PIERCE
3000050773 Full 651 250000 2/28 N LAS VEGAS CLARK
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3000050853 Stated 643 319000 5% Piggy 2nd N SAN DIEGO SAN DIEGO
3000050897 Full 641 500000 40/30 - 2/28 ARM Y LOS ANGELES LOS ANGELES
3000050955 Full 559 185000 2/28 N FARMINGTON HILLS OAKLAND
3000050988 Stated 602 465000 2/28 N WHITTIER LOS ANGELES
3000051068 Full 568 144000 2/28 N CHICAGO COOK
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3000051422 Stated 515 300000 2/28 N TUCSON PIMA
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3000051774 Stated 668 498000 2/28 N LAKE ELSINORE RIVERSIDE
3000051796 Full 698 121500 2/28 N STANCHFIELD ISANTI
3000051887 Full 595 280000 5% Piggy 2nd N LAS VEGAS CLARK
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3000051945 Stated 687 550000 40/30 - 2/28 ARM Y WHITTIER LOS ANGELES
3000052025 Stated 659 400000 2/28 N YAKIMA YAKIMA
3000052036 Full 608 135000 2/28 N GRAND JUNCTION MESA
3000052150 Full 576 210000 40/30 - 2/28 ARM Y REDDING SHASTA
3000052161 Stated 694 422000 40/30 - 2/28 ARM Y COMPTON LOS ANGELES
3000052309 Stated 694 422000 5% Piggy 2nd N COMPTON LOS ANGELES
3000052489 Full 606 443500 2/28 N TEMECULA RIVERSIDE
3000052504 Stated 638 174000 40/30 - 2/28 ARM Y PHOENIX MARICOPA
3000052548 Stated 638 174000 5% Piggy 2nd N PHOENIX MARICOPA
3000052559 Full 608 135000 5% Piggy 2nd N GRAND JUNCTION MESA
3000052582 Stated 649 250000 Fixed N GREER GREENVILLE
3000052673 Full 530 575000 2/28 N LOMPOC SANTA BARBARA
3000052708 Stated 659 400000 5% Piggy 2nd N YAKIMA YAKIMA
3000052800 Stated 599 128000 2/28 N SOUTHGATE WAYNE
3000053015 Full 602 230000 2/28 N FORT MOHAVE MOHAVE
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3000053264 Stated 640 700000 2/28 N PERRIS RIVERSIDE
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3000053594 Full 505 183000 2/28 N OCALA MARION
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3000054038 Stated 648 362000 40/30 - 2/28 ARM Y STAFFORD STAFFORD
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3000054323 Full 580 217000 2/28 N KISSIMMEE OSCEOLA
3000054356 Stated 630 183000 2/28 N PHOENIX MARICOPA
3000054378 Stated 679 348000 2/28 N SAN BERNARDINO SAN BERNARDINO
3000054414 Full 656 550000 40/30 - 2/28 ARM Y LOS ANGELES LOS ANGELES
3000054469 Easy 613 206000 2/28 N COLLEGE PARK FULTON
3000054481 Full 566 163000 2/28 N TEMPE MARICOPA
3000054540 Full 649 165000 2/28 N PORT ANGELES CLALLAM
3000054608 Stated 744 780000 40/30 - 2/28 ARM Y ORANGE ORANGE
3000054620 Full 567 265000 40/30 - 2/28 ARM Y BLUFFTON BEAUFORT
3000054799 Full 649 165000 5% Piggy 2nd N PORT ANGELES CLALLAM
3000054802 Stated 744 780000 5% Piggy 2nd N ORANGE ORANGE
3000054915 Full 671 570000 2/28 N GRANADA HILLS AREA LOS ANGELES
3000055153 Stated 515 205000 2/28 N VALRICO HILLSBOROUGH
3000055244 Full 586 295000 2/28 N FORT MYERS LEE
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3000055391 Full 604 113000 2/28 N DETROIT WAYNE
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3000055585 Full 548 690000 2/28 N VENTURA VENTURA
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3000055609 Full 680 360000 40/30 - 2/28 ARM Y SACRAMENTO SACRAMENTO
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3000055847 Full 583 195000 2/28 N BALTIMORE BALTIMORE CITY
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3000056121 Full 647 320000 343 N HIGHLAND SAN BERNARDINO
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3000056519 Full 665 850000 Fixed N NORTH MIAMI BEACH MIAMI-DADE
3000056542 Full 628 185000 2/28 N LARGO PINELLAS
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3000056939 Full 629 205000 2/28 N HOOKSETT MERRIMACK
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3000057100 Full 582 223000 2/28 N PIKESVILLE BALTIMORE
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3000057144 Full 597 226900 5% Piggy 2nd N FORT LAUDERDALE BROWARD
3000057199 Full 511 280000 2/28 N WILMINGTON NEW CASTLE
3000057224 Full 609 111000 2/28 N MEMPHIS SHELBY
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3000057291 Full 634 740000 5% Piggy 2nd N TEMECULA RIVERSIDE
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3000057348 Full 595 129000 2/28 N CANTONMENT ESCAMBIA
3000057393 Stated 669 205000 5% Piggy 2nd N PHOENIX MARICOPA
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3000057781 Full 539 137000 5/25 N NASHVILLE DAVIDSON
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3000058394 Full 572 530000 2/28 N ELK GROVE SACRAMENTO
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3000059226 Stated 652 580000 5% Piggy 2nd N LOS ANGELES LOS ANGELES
3000059420 Full 551 203000 2/28 N GWYNN OAK BALTIMORE
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3000059794 Full 755 770000 Fixed Y MASPETH QUEENS
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3000060003 Full 727 320000 2/28 N COACHELLA RIVERSIDE
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3000060070 Full 727 320000 5% Piggy 2nd N COACHELLA RIVERSIDE
3000060116 Full 654 490000 2/28 N BEVERLY ESSEX
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3000060434 Full 619 158000 2/28 N OCALA MARION
3000060490 Full 619 158000 5% Piggy 2nd N OCALA MARION
3000060593 Stated 638 450000 40/30 - 2/28 ARM Y LYNWOOD LOS ANGELES
3000060695 Full 543 580000 2/28 N LEESBURG LOUDOUN
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3000060957 Full 801 267000 40/30 - 2/28 ARM Y CAPE CORAL LEE
3000060968 Stated 624 397000 343 N POMONA LOS ANGELES
3000060991 Full 656 371000 2/28 N BRENTWOOD SUFFOLK
3000061059 Full 621 334000 Fixed N UPPER MARLBORO PRINCE GEORGES
3000061060 Full 547 180000 2/28 N CLAYTON GLOUCESTER
3000061140 Full 586 175000 5% Piggy 2nd N BROCKTON PLYMOUTH
3000061162 Full 801 267000 40/30 - 2/28 ARM Y CAPE CORAL LEE
3000061264 Stated 598 970000 40/30 - 2/28 ARM Y SANTA ANA ORANGE
3000061286 Full 666 330000 2/28 N HYATTSVILLE PRINCE GEORGES
3000061377 Full 597 450000 40/30 - 2/28 ARM Y GROVER BEACH SAN LUIS OBISPO
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3000061491 Stated 661 255000 40/30 - 2/28 ARM Y SYRACUSE DAVIS
3000061516 Full 620 150000 Fixed N MAYHILL OTERO
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3000061561 Full 656 371000 5% Piggy 2nd N BRENTWOOD SUFFOLK
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3000061652 Full 661 195000 Fixed Y FOUNTAIN EL PASO
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3000061834 Stated 689 790000 40/30 - 2/28 ARM Y DOWNEY LOS ANGELES
3000061992 Full 571 395251 2/28 N TURNER ANDROSCOGGIN
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3000062436 Full 612 195000 2/28 N LAWRENCEVILLE GWINNETT
3000062517 Full 503 893000 2/28 N MESA MARICOPA
3000062540 Full 612 195000 5% Piggy 2nd N LAWRENCEVILLE GWINNETT
3000062619 Stated 777 360000 40/30 - 2/28 ARM Y VICTORVILLE SAN BERNARDINO
3000062686 Full 539 620000 2/28 N NORCO RIVERSIDE
3000062733 Full 648 535000 40/30 - Fixed rate Y UPLAND SAN BERNARDINO
3000062744 Stated 777 360000 5% Piggy 2nd N VICTORVILLE SAN BERNARDINO
3000062766 Stated 686 575000 2/28 N MIAMI MIAMI-DADE
3000062799 Stated 602 506000 2/28 N BALTIMORE BALTIMORE CITY
3000062857 Full 591 290000 2/28 N MIDLOTHIAN CHESTERFIELD
3000062948 Stated 630 389000 40/30 - 2/28 ARM Y FONTANA SAN BERNARDINO
3000062993 Full 769 610000 40/30 - 2/28 ARM Y GARDEN GROVE ORANGE
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5000209752 Full 593 120000 0/00 X XXXXXXXX XXXX XXXX XXXX
5000209758 Full 642 225000 2/28 N MAPLEWOOD XXXXXX
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5000209768 Full 621 186000 2/28 N CHICAGO XXXX
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5000209786 Stated 690 245000 343 N PLANTATION BROWARD
5000209790 Full 613 195000 0/00 X XXXXX XXXX XXXXXXXX
5000209793 Full 649 190000 000 X XXXX XXXXXX XXXX
5000209798 Stated 629 63000 2/28 N FREEPORT XXXXXXXXXX
5000209807 Full 772 225000 40/30 - 2/28 ARM Y XXXXX WELD
5000209809 Full 642 225000 343 N MAPLEWOOD XXXXXX
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5000209821 Stated 682 230000 343 N CHICAGO XXXX
5000209831 Stated 765 80000 Fixed N NORRISTOWN XXXXXXXXXX
5000209855 Full 594 349900 2/28 N HIGHLANDS RANCH XXXXXXX
5000209857 Stated 677 426000 00/00 - 0/00 XXX X XXXXXXXXXX XXXXXXXXX
5000209865 Full 628 223722 00/00 - 0/00 XXX X XXXXXXXX XXXX XXXXXXXX
5000209874 Stated 677 426000 343 N SOMERVILLE BARNSTABLE
0000000000 Full 594 349900 343 N HIGHLANDS RANCH XXXXXXX
5000209885 Stated 654 280000 2/28 N WATERTOWN XXXXXX
5000209889 Stated 635 185000 343 N MIAMI MIAMI-DADE
5000209892 Full 688 112000 2/28 N XXXXXXX MADISON
5000209897 Stated 668 365000 2/28 N HIALEAH MIAMI-DADE
5000209902 Full 603 255000 343 N CHICAGO XXXX
5000209917 Stated 668 365000 343 N HIALEAH MIAMI-DADE
5000209921 Full 694 172900 Fixed N MILLSBORO SUSSEX
5000209928 Full 585 130000 2/28 N NAUGATUCK NEW HAVEN
5000209930 Stated 658 209900 2/28 N LANSING XXXX
5000209933 Stated 695 540000 2/28 N HIGHLAND PARK DALLAS
0000000000 Full 704 225000 2/28 N WATERFORD OAKLAND
5000209947 Stated 658 209900 343 N LANSING XXXX
5000209954 Stated 621 219000 2/28 N ORLANDO ORANGE
5000209956 Stated 597 425000 0/00 X XXXXXXXX XXXX XXXXXX
5000209972 Stated 636 189900 00/00 - 0/00 XXX X XXXXX XXXXXXX XXXXXXX
5000209983 Full 656 306000 Fixed N HIALEAH MIAMI-DADE
0000000000 Full 641 105000 2/28 N CHICAGO XXXX
5000209998 Full 585 130000 343 N SAUGATUK NEW HAVEN
5000210004 Full 595 139900 2/28 N SPRING XXXXXXXXXX
5000210005 Full 517 105000 2/28 N ORLANDO ORANGE
5000210007 Stated 605 315000 2/28 N PORT ST LUCIE ST LUCIE
5000210012 Stated 613 268000 2/28 N XXXXXXX XXXX
5000210023 Stated 632 750000 40/30 - 2/28 ARM Y PRIOR XXXX XXXXX
5000210040 Stated 584 133000 2/28 N CHICAGO COOK
5000210042 Full 598 139900 40/30 - 2/28 ARM Y YPSILANTI WASHTENAW
5000210053 Full 621 230000 40/30 - 2/28 ARM Y YPSILANTI WASHTENAW
5000210061 Full 628 130000 2/28 N ELGIN KANE
5000210065 Stated 654 227000 2/28 N BOLINBROOK WILL
5000210068 Full 598 139900 343 N YPSILANTI WASHTENAW
5000210073 Full 555 178000 2/28 N AMHERST LORAIN
5000210085 Stated 635 235000 2/28 N CHICAGO COOK
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5000210106 Stated 687 213000 40/30 - 2/28 ARM Y CHICAGO COOK
5000210116 Stated 687 213000 343 N CHICAGO COOK
5000210120 Full 652 305000 3/27 N WOODBRIDGE PRINCE WILLIAM
5000210121 Stated 560 395000 2/28 N CENTENNIAL ARAPAHOE
5000210133 Full 590 355000 2/28 N ANN ARBOR WASHTENAW
5000210135 Stated 707 725000 2/28 N MARINA MONTEREY
5000210138 Stated 636 189900 343 N CORAL SPRINGS BROWARD
5000210141 Stated 654 227000 343 N BOLINGBROOK WILL
5000210143 Stated 621 219000 343 N ORLANDO ORANGE
5000210149 Full 569 130000 Fixed N BURNHAM COOK
5000210151 Full 652 305000 343 N WOODBRIDGE PRINCE WILLIAM
5000210155 Stated 745 390000 40/30 - 2/28 ARM Y CHICAGO COOK
5000210156 Stated 707 725000 343 N MARINA MONTEREY
5000210158 Full 556 244000 2/28 N CAROL STREAM DU PAGE
5000210166 Full 562 196000 40/30 - 2/28 ARM Y FORT COLLINS LARIMER
5000210175 Stated 634 168000 40/30 - 2/28 ARM Y SWARTZ CREEK GENESEE
5000210179 Stated 745 390000 343 N CHICAGO COOK
5000210188 Full 572 75000 2/28 N MILWAUKEE MILWAUKEE
5000210204 Full 618 190000 2/28 N AUSTIN TRAVIS
5000210207 Stated 653 415000 2/28 N MIAMI MIAMI-DADE
5000210208 Full 630 226497 2/28 N NORTH BRANCH CHISAGO
5000210217 Full 554 120000 2/28 N COLUMBUS FRANKLIN
5000210219 Stated 653 415000 343 N MIAMI MIAMI-DADE
5000210228 Full 572 75000 2/28 N MILWAUKEE MILWAUKEE
5000210233 Stated 667 292500 2/28 N CHICAGO COOK
5000210235 Full 580 151000 2/28 N BRITTON LENAWEE
5000210237 Full 630 226497 343 N NORTH BRANCH CHISAGO
5000210239 Stated 649 137200 2/28 N HOFFMAN ESTATES COOK
5000210240 Full 582 162900 40/30 - 2/28 ARM Y LAKEWOOD JEFFERSON
5000210241 Full 587 190000 2/28 N CHICAGO COOK
5000210246 Full 572 75000 2/28 N MILWAUKEE MILWAUKEE
5000210249 Stated 687 288000 2/28 N CHICAGO COOK
5000210256 Full 587 163500 2/28 N ARVADA JEFFERSON
5000210258 Stated 612 216000 2/28 N TITUSVILLE BREVARD
5000210259 Stated 641 185000 2/28 N CALUMET CITY COOK
5000210263 Stated 687 288000 343 N CHICAGO COOK
5000210276 Full 536 82000 2/28 N SHENANDOAH PAGE
5000210279 Full 581 352000 2/28 N MADISON DANE
5000210283 Stated 742 220000 2/28 N MUNDELEIN LAKE
5000210285 Full 587 163500 343 N ARVADA JEFFERSON
5000210288 Stated 667 292500 343 N CHICAGO COOK
5000210289 Stated 657 295000 2/28 N CLIFTON PASSAIC
5000210290 Stated 742 220000 343 N MUNDELEIN LAKE
5000210310 Full 654 267500 40/30 - 5/25 ARM Y MAPLEWOOD RAMSEY
5000210314 Stated 668 615000 2/28 N TISBURY DUKES
5000210321 Stated 636 149990 40/30 - 2/28 ARM Y HUGO WASHINGTON
5000210327 Full 654 267500 343 N MAPLEWOOD RAMSEY
5000210335 Full 586 146000 40/30 - 2/28 ARM Y ROUND LAKE PARK LAKE
5000210349 Full 665 440000 40/30 - 2/28 ARM Y GLENVIEW COOK
5000210351 Stated 668 615000 343 N TISBURY DUKES
5000210352 Full 581 89500 2/28 N MT MORRIS GENESEE
5000210357 Full 635 224988 40/30 - 2/28 ARM Y THORTON ADAMS
5000210358 Stated 668 280000 2/28 N BROCKTON PLYMOUTH
5000210360 Full 610 140490 2/28 N FORT WORTH TARRANT
5000210364 Full 664 64900 2/28 N DETROIT WAYNE
5000210375 Full 625 126500 2/28 N JOLIET WILL
5000210377 Stated 642 253000 2/28 N LOWELL MIDDLESEX
5000210382 Full 586 146000 343 N ROUND LAKE PARK LAKE
5000210384 Full 604 450000 40/30 - 2/28 ARM Y INCLINE VILLAGE WASHOE
5000210391 Stated 744 128954 2/28 N LAKELAND POLK
5000210392 Stated 642 253000 343 N LOWELL MIDDLESEX
5000210395 Stated 636 149990 343 N HUGO WASHINGTON
5000210396 Full 665 440000 343 N GLENVIEW COOK
5000210397 Full 555 191000 2/28 N SOUTHFIELD OAKLAND
5000210398 Full 667 590000 Fixed N BRIARWOOD QUEENS
5000210403 Stated 641 185000 343 N CALUMET COOK
5000210405 Easy 611 190000 40/30 - 2/28 ARM Y AURORA DU PAGE
5000210407 Stated 550 315000 2/28 N LACEY TWP OCEAN
5000210417 Full 699 98000 2/28 N EUCLID CUYAHOGA
5000210429 Full 587 104000 2/28 N HOUSTON HARRIS
5000210436 Stated 649 137200 343 N HOFFMAN ESTATES COOK
5000210439 Stated 512 191000 2/28 N LONGWOOD SEMINOLE
5000210442 Full 587 104000 343 N HOUSTON HARRIS
5000210484 Full 561 81000 2/28 N WARREN MACOMB
5000210488 Stated 705 166900 2/28 N ACWORTH COBB
5000210491 Stated 762 99000 40/30 - 2/28 ARM Y FLINT GENESEE
5000210504 Full 598 240000 2/28 N COLORADO SPRINGS EL PASO
5000210514 Stated 727 327164 40/30 - 2/28 ARM Y MANHATTAN WILL
5000210515 Stated 670 185000 40/30 - 2/28 ARM Y THORNTON ADAMS
5000210525 Stated 705 166900 343 N ACWORTH COBB
5000210531 Stated 670 185000 343 N THORNTON ADAMS
5000210533 Full 615 210000 2/28 N CHICAGO COOK
5000210541 Full 608 160000 2/28 N MILWAUKEE MILWAUKEE
5000210547 Full 614 111500 2/28 N LEBANON LEBANON
5000210551 Stated 684 197000 2/28 N WEST CHICAGO DU PAGE
5000210559 Full 612 258000 2/28 N BAILEY PARK
5000210560 Stated 642 206000 40/30 - 2/28 ARM Y FRAMINGHAM MIDDLESEX
5000210564 Full 782 231750 Fixed N DOVER STRAFFORD
5000210566 Full 687 132500 2/28 N MEDINA MEDINA
5000210567 Full 658 485000 40/30 - 2/28 ARM Y ELMHURST DU PAGE
5000210569 Stated 626 535000 40/30 - 2/28 ARM Y DEER PARK LAKE
5000210574 Full 641 124900 Fixed Y STREETSBORO PORTAGE
5000210577 Stated 678 518000 40/30 - 2/28 ARM Y MEDFORD MIDDLESEX
5000210580 Stated 629 253500 40/30 - 2/28 ARM Y BROOKLYN PARK HENNEPIN
5000210582 Stated 631 160000 2/28 N CUYAHOGA FALLS SUMMIT
5000210593 Stated 678 518000 343 N MEDFORD MIDDLESEX
5000210602 Full 612 258000 343 N BAILEY PARK
5000210608 Full 598 195000 40/30 - 2/28 ARM Y TORRINGTON LITCHFIELD
5000210609 Full 624 151000 40/30 - 2/28 ARM Y COLORADO SPRINGS EL PASO
5000210612 Stated 642 206000 343 N FRAMINGHAM MIDDLESEX
5000210620 Full 649 210000 2/28 N RINGGOLD PITTSYLVANIA
5000210627 Full 654 87000 Fixed N XENIA GREENE
5000210630 Stated 699 270000 40/30 - 2/28 ARM Y KISSIMMEE OSCEOLA
5000210643 Full 568 75000 2/28 N PHILADELPHIA PHILADELPHIA
5000210646 Stated 671 600000 2/28 N ALEDO PARKER
5000210649 Full 624 151000 343 N COLORADO SPRINGS EL PASO
5000210654 Stated 626 535000 343 N DEER PARK LAKE
5000210657 Full 621 430000 40/30 - 2/28 ARM Y WOODBRIDGE PRINCE WILLIAM
5000210658 Full 641 124900 343 N STREETSBORO PORTAGE
5000210661 Full 614 111500 343 N LEBANON LEBANON
5000210666 Stated 685 254465 2/28 N LEHIGH ACRES LEE
5000210667 Stated 617 620000 2/28 N CORONA QUEENS
5000210668 Stated 649 285000 2/28 N SAINT LOUIS ST LOUIS CITY
5000210675 Stated 649 285000 343 N SAINT LOUIS ST LOUIS CITY
5000210682 Stated 671 600000 343 N ALEDO PARKER
5000210686 Stated 631 189000 2/28 N CARPENTERSVILLE KANE
5000210689 Stated 590 218000 2/28 N WEST PALM BEACH PALM BEACH
5000210698 Full 606 95000 2/28 N CINCINNATI HAMILTON
5000210700 Full 617 130000 2/28 N INDIANAPOLIS MARION
5000210702 Full 562 251000 40/30 - 2/28 ARM Y BLAINE ANOKA
5000210727 Stated 631 189000 343 N CARPENTERSVILLE KANE
5000210732 Stated 655 175000 2/28 N MARLBOROUGH MIDDLESEX
5000210737 Stated 666 174000 2/28 N MIDLOTHIAN COOK
5000210743 Full 663 200000 2/28 N FRAMINGHAM MIDDLESEX
5000210756 Full 585 369500 2/28 N HOUSTON HARRIS
5000210761 Stated 531 343000 2/28 N COOPER CITY BROWARD
5000210768 Full 604 157000 2/28 N KANSAS CITY WYANDOTTE
5000210769 Full 608 165000 2/28 N DENVER DENVER
5000210773 Full 598 195000 343 N TORRINGTON LITCHFIELD
5000210781 Stated 655 175000 343 N MARLBOROUGH MIDDLESEX
5000210785 Stated 576 200000 2/28 N PLANO KENDALL
5000210790 Full 606 148000 Fixed N BRIDGETON CUMBERLAND
5000210800 Full 663 200000 343 N FRAMINGHAM MIDDLESEX
5000210803 Full 656 276000 Fixed N ROANOKE ROANOKE
5000210804 Full 647 201070 40/30 - 2/28 ARM Y PALM BAY BREVARD
5000210809 Stated 620 306000 40/30 - 2/28 ARM Y LAS VEGAS CLARK
5000210810 Stated 632 460000 40/30 - 2/28 ARM Y OCEANSIDE SAN DIEGO
5000210812 Full 608 165000 343 N DENVER DENVER
5000210817 Full 615 355990 2/28 N MIAMI MIAMI-DADE
5000210832 Full 607 119900 40/30 - 2/28 ARM Y CHICAGO COOK
5000210838 Full 658 75000 2/28 N MILWAUKEE MILWAUKEE
5000210839 Full 656 276000 343 N ROANOKE ROANOKE
5000210842 Full 592 184125 40/30 - 2/28 ARM Y FORESTON MILLE LACS
5000210845 Stated 632 460000 343 N OCEANSIDE SAN DIEGO
5000210847 Full 626 199900 2/28 N SHOREWOOD WILL
5000210849 Full 607 119900 343 N CHICAGO COOK
5000210850 Stated 666 174000 343 N MIDLOTHIAN COOK
5000210856 Full 615 355990 343 N MIAMI MIAMI-DADE
5000210864 Full 571 460000 2/28 N MAPLEWOOD ESSEX
5000210866 Full 651 120000 2/28 N MILWAUKEE MILWAUKEE
5000210867 Full 620 115000 2/28 N KIMBALL ST CLAIR
5000210875 Stated 637 309000 2/28 N CHICAGO COOK
5000210880 Stated 675 555440 40/30 - 2/28 ARM Y OZONE PARK QUEENS
5000210882 Stated 620 265000 2/28 N CHICAGO COOK
5000210894 Stated 620 265000 343 N CHICAGO COOK
5000210899 Stated 675 555440 343 N OZONE PARK QUEENS
5000210904 Full 626 199900 343 N SHOREWOOD WILL
5000210921 Stated 581 80500 2/28 N KNOXVILLE MARION
5000210923 Stated 584 460000 Fixed N DESERT HOT SPRINGS RIVERSIDE
5000210925 Full 623 250000 2/28 N BROOKLYN ANNE ARUNDEL
5000210929 Full 530 345000 40/30 - 2/28 ARM Y TRAPPE TALBOT
5000210930 Stated 650 97000 2/28 N SUGARLAND FORT BEND
5000210933 Full 690 122500 40/30 - 2/28 ARM Y TALLAHASSEE LEON
5000210940 Full 609 185000 2/28 N BLOOMFIELD WALWORTH
5000210949 Full 559 183000 2/28 N SPRING LAKE OTTAWA
5000210953 Full 681 132000 2/28 N PANAMA CITY BAY
5000210954 Full 604 127000 2/28 N GREEN BAY BROWN
5000210955 Stated 668 194000 40/30 - 2/28 ARM Y CHICAGO COOK
5000210956 Stated 684 197000 343 N WEST CHICAGO DU PAGE
5000210957 Full 601 106500 2/28 N GARLAND DALLAS
5000210963 Full 599 285000 40/30 - 2/28 ARM Y ATTLEBORO BRISTOL
5000210964 Full 651 120000 343 N MILWAUKEE MILWAUKEE
5000210977 Stated 677 180000 2/28 N LAKE ZURICH LAKE
5000210988 Stated 668 194000 343 N CHICAGO COOK
5000210991 Full 643 165000 2/28 N AURORA ADAMS
5000210992 Full 621 282000 3/27 N FORT COLLINS LARIMER
5000210996 Stated 739 320000 2/28 N LANHAM PRINCE GEORGES
5000211000 Full 564 832500 40/30 - 2/28 ARM Y SUNNY ISLES BEACH MIAMI-DADE
5000211002 Full 643 165000 343 N AURORA ADAMS
5000211022 Full 658 328000 Fixed N MACON BIBB
5000211024 Full 608 225000 2/28 N MINNEAPOLIS HENNEPIN
5000211033 Full 636 280000 40/30 - 2/28 ARM Y UNION BRIDGE CARROLL
5000211037 Full 514 154000 2/28 N COLUMBUS FRANKLIN
5000211038 Stated 739 320000 343 N LANHAM PRINCE GEORGES
5000211039 Stated 646 620000 2/28 N SAINT ALBANS QUEENS
5000211040 Full 648 155000 2/28 N DENVER DENVER
5000211041 Full 545 300000 40/30 - 2/28 ARM Y COLORADO SPRINGS EL PASO
5000211043 Full 657 155000 2/28 N LEES SUMMIT JACKSON
5000211044 Full 604 173000 40/30 - 2/28 ARM Y DENVER DENVER
5000211054 Stated 638 240000 40/30 - 2/28 ARM Y CHICAGO COOK
5000211058 Stated 686 385000 40/30 - 2/28 ARM Y PATCHOGUE SUFFOLK
5000211059 Full 627 227000 40/30 - 2/28 ARM Y TARPON SPRINGS PINELLAS
5000211074 Full 658 328000 343 N MACON BIBB
5000211076 Full 608 225000 343 N MINNEAPOLIS HENNEPIN
5000211093 Full 663 237000 40/30 - 2/28 ARM Y LAKEVILLE DAKOTA
5000211098 Stated 529 240000 2/28 N GOODYEAR MARICOPA
5000211103 Full 636 243900 2/28 N CONIFER JEFFERSON
5000211112 Full 613 130000 40/30 - 2/28 ARM Y SAVANNAH CHATHAM
5000211119 Stated 719 439000 2/28 N REVERE SUFFOLK
5000211132 Full 592 109900 2/28 N HOUSTON HARRIS
5000211149 Full 592 109900 343 N HOUSTON HARRIS
5000211151 Stated 674 200000 Fixed N SEAGOVILLE KAUFMAN
5000211156 Stated 676 94000 2/28 N BALTIMORE BALTIMORE
5000211157 Full 585 68000 40/30 - 2/28 ARM Y DUMAS MOORE
5000211171 Full 599 285000 343 N ATTLEBORO BRISTOL
5000211178 Full 622 205000 2/28 N ZIMMERMAN SHERBURNE
5000211190 Full 634 240265 2/28 N HOUSTON HARRIS
5000211195 Stated 694 474000 2/28 N HOUSTON HARRIS
5000211197 Stated 719 439000 343 N REVERE SUFFOLK
5000211199 Full 586 116780 2/28 N GRAND PRAIRIE DALLAS
5000211202 Full 613 130000 343 N SAVANNAH CHATHAM
5000211209 Full 602 134000 2/28 N KYLE HAYS
5000211216 Full 634 150000 Fixed N CHICAGO COOK
5000211239 Full 534 96000 2/28 N JANESVILLE ROCK
5000211243 Stated 515 238000 2/28 N LAKE OZARK CAMDEN
5000211247 Full 598 138000 2/28 N CHICAGO COOK
5000211254 Full 636 217000 2/28 N CHICAGO COOK
5000211272 Full 614 131500 2/28 N MIAMI MIAMI-DADE
5000211275 Full 649 199900 40/30 - 2/28 ARM Y PITTSFIELD MERRIMACK
5000211292 Full 654 200000 40/30 - 3/27 ARM Y GRAND PRAIRIE DALLAS
5000211298 Stated 631 239900 40/30 - 2/28 ARM Y ORLANDO ORANGE
5000211303 Stated 809 101000 2/28 N AUSTIN TRAVIS
5000211306 Full 643 183000 2/28 N GOSPORT MONROE
5000211311 Full 676 460000 2/28 N BRONX BRONX
5000211313 Full 648 190000 40/30 - 2/28 ARM Y DENVER ADAMS
5000211331 Stated 636 475000 40/30 - 2/28 ARM Y VALLEY STREAM NASSAU
5000211336 Full 622 249900 2/28 N OAK FOREST COOK
5000211339 Full 648 190000 343 N DENVER ADAMS
5000211340 Full 602 160000 40/30 - 2/28 ARM Y SAINT CLOUD OSCEOLA
5000211347 Stated 624 76500 2/28 N LAKE ST LOUIS ST CHARLES
5000211359 Full 625 225000 2/28 N MCHENRY MCHENRY
5000211361 Full 643 183000 343 N GOSPORT MONROE
5000211363 Stated 631 239900 343 N ORLANDO ORANGE
5000211367 Stated 639 145000 Fixed N RED OAK ELLIS
5000211370 Full 550 118000 2/28 N HOUSTON HARRIS
5000211380 Stated 627 336775 2/28 N LAWRENCEVILLE GWINNETT
5000211387 Full 602 160000 343 N SAINT CLOUD OSCEOLA
5000211391 Stated 697 352000 2/28 N ADDISON DU PAGE
5000211399 Stated 697 352000 343 N ADDISON DU PAGE
5000211405 Full 649 199900 343 N PITTSFIELD MERRIMACK
5000211411 Stated 627 336775 343 N LAWRENCEVILLE GWINNETT
5000211415 Full 596 294000 2/28 N HOMESTEAD MIAMI-DADE
5000211419 Full 589 202000 2/28 N CRYSTAL HENNEPIN
5000211425 Full 645 59000 2/28 N GARY LAKE
5000211426 Full 593 162000 2/28 N CHICAGO COOK
5000211427 Full 575 248000 2/28 N MAYWOOD COOK
5000211429 Stated 581 305000 2/28 N GLEN BURNIE ANNE ARUNDEL
5000211433 Full 571 197000 2/28 N BLUE ISLAND COOK
5000211435 Full 593 162000 343 N CHICAGO COOK
5000211442 Stated 715 530000 40/30 - 2/28 ARM Y CHICAGO COOK
5000211448 Stated 504 82500 2/28 N FLINT GENESEE
5000211450 Stated 625 223500 5/25 N GRAND PRAIRIE TARRANT
5000211456 Full 652 224000 2/28 N WARWICK KENT
5000211458 Stated 625 223500 343 N GRAND PRAIRIE TARRANT
5000211461 Stated 600 400000 2/28 N BRICK OCEAN
5000211469 Stated 592 250000 2/28 N JERSEY CITY HUDSON
5000211472 Full 599 250000 2/28 N HILLSIDE COOK
5000211485 Full 654 200000 343 N GRAND PRAIRIE DALLAS
5000211487 Full 575 232000 40/30 - 2/28 ARM Y CHICAGO COOK
5000211504 Full 529 440000 2/28 N MUSKEGO WAUKESHA
5000211511 Stated 638 240000 343 N CHICAGO COOK
5000211518 Stated 613 275000 2/28 N CHICAGO COOK
5000211523 Stated 638 292310 40/30 - 2/28 ARM Y BARTLETT DU PAGE
5000211524 Full 634 215000 40/30 - 2/28 ARM Y BUENA VISTA TWP ATLANTIC
5000211525 Full 567 137000 2/28 N INDIANAPOLIS MARION
5000211538 Full 595 126000 40/30 - 2/28 ARM Y AURORA KANE
5000211542 Full 652 224000 343 N WARWICK KENT
5000211548 Full 554 420000 40/30 - 2/28 ARM Y CENTENNIAL ARAPAHOE
5000211553 Full 536 230000 40/30 - 2/28 ARM Y DELTONA VOLUSIA
5000211560 Full 639 112000 2/28 N INDEPENDENCE JACKSON
5000211563 Full 631 166000 40/30 - 2/28 ARM Y LITHONIA DE KALB
5000211573 Full 609 240000 40/30 - 2/28 ARM Y ANOKA ANOKA
5000211577 Full 595 126000 343 N AURORA KANE
5000211581 Stated 665 275000 2/28 N LEVITTOWN BUCKS
5000211590 Stated 573 475000 2/28 N RONKONKOMA SUFFOLK
5000211596 Full 642 1200000 40/30 - 2/28 ARM Y AURORA ARAPAHOE
5000211608 Stated 650 205000 2/28 N HIALEAH MIAMI-DADE
5000211618 Full 614 212000 40/30 - 2/28 ARM Y AUBURN KING
5000211634 Full 614 212000 343 N AUBURN KING
5000211635 Stated 685 561800 40/30 - 2/28 ARM Y BROOKLYN KINGS
5000211637 Full 622 112000 40/30 - 2/28 ARM Y BURTON GENESEE
5000211638 Stated 618 140000 343 N CHICAG COOK
5000211646 Stated 719 375000 40/30 - 2/28 ARM Y SKOKIE COOK
5000211650 Full 631 166000 343 N LITHONIA DE KALB
5000211658 Full 667 195000 2/28 N VENICE SARASOTA
5000211661 Stated 653 148950 Fixed N WHITE SETTLEMENT TARRANT
5000211665 Stated 719 375000 343 N SKOKIE COOK
5000211667 Full 599 195000 40/30 - 2/28 ARM Y COLUMBIA HEIGHTS ANOKA
5000211674 Full 588 105000 2/28 N CHICAGO HEIGHTS COOK
5000211675 Stated 685 561800 343 N BROOKLYN KINGS
5000211678 Full 623 255000 2/28 N DENVER DENVER
5000211687 Full 599 195000 343 N COLUMBIA HEIGHTS ANOKA
5000211688 Stated 653 148950 343 N WHITE SETTLEMENT TARRANT
5000211692 Full 588 105000 343 N CHICAGO HEIGHTS COOK
5000211694 Full 605 109990 2/28 N BENNETT ADAMS
5000211703 Full 560 166000 40/30 - 2/28 ARM Y COLORADO SPRINGS EL PASO
5000211705 Full 621 189900 2/28 N CHICAGO COOK
5000211712 Full 667 195000 343 N VENICE SARASOTA
5000211720 Full 527 80000 2/28 N DETROIT WAYNE
5000211743 Full 610 224900 2/28 N BELLWOOD COOK
5000211749 Full 558 122000 2/28 N BEAVER DAM DODGE
5000211754 Full 693 105000 2/28 N UHRICHSVILLE TUSCARAWAS
5000211762 Full 624 120000 2/28 N KALAMAZOO KALAMAZOO
5000211763 Stated 637 402800 2/28 N STATEN ISLAND RICHMOND
5000211765 Full 643 152500 40/30 - 2/28 ARM Y DENVER DENVER
5000211770 Full 646 80000 2/28 N ARGYLE DENTON
5000211774 Full 658 485000 343 N ELMHURST DU PAGE
5000211776 Full 674 160000 2/28 N CHICAGO COOK
5000211781 Stated 650 166870 40/30 - 2/28 ARM Y JOLIET WILL
5000211783 Full 629 230000 2/28 N CHICAGO COOK
5000211786 Full 508 189000 2/28 N HOFFMAN ESTATES COOK
5000211797 Full 552 393000 2/28 N SCHAUMBURG COOK
5000211808 Stated 626 200000 2/28 N SAINT PAUL RAMSEY
5000211809 Full 596 294000 343 N HOMESTEAD MIAMI-DADE
5000211816 Stated 650 400000 40/30 - 2/28 ARM Y HEMPSTEAD NASSAU
5000211818 Full 629 230000 343 N CHICAGO COOK
5000211830 Full 652 365500 Fixed N THE HILLS TRAVIS
5000211837 Stated 590 100000 2/28 N LAKELAND POLK
5000211843 Full 608 218000 40/30 - 2/28 ARM Y GWYNN OAK BALTIMORE
5000211844 Stated 650 166870 343 N JOLIET WILL
5000211846 Stated 620 203300 2/28 N PENNSAUKEN CAMDEN
5000211847 Full 555 75000 2/28 N DETROIT WAYNE
5000211850 Full 630 115590 2/28 N CALUMET CITY COOK
5000211856 Full 606 132000 2/28 N WHITING LAKE
5000211859 Full 652 365500 343 N THE HILLS TRAVIS
5000211860 Full 635 90000 2/28 N COLUMBUS FRANKLIN
5000211861 Full 643 152500 343 N DENVER DENVER
5000211869 Full 622 112000 343 N BURTON GENESEE
5000211871 Full 610 224900 343 N BELWOOD COOK
5000211879 Stated 650 400000 343 N HEMPSTEAD NASSAU
5000211892 Full 733 107000 Fixed N TEMPLE BELL
5000211893 Stated 686 394000 2/28 N DALLAS DALLAS
5000211900 Stated 626 200000 343 N SAINT PAUL RAMSEY
5000211906 Stated 634 107000 2/28 N HARPER WOODS WAYNE
5000211908 Full 642 1200000 343 N AURORA ARAPAHOE
5000211910 Full 563 300000 40/30 - 2/28 ARM Y MORRIS LITCHFIELD
5000211924 Stated 652 275000 40/30 - 2/28 ARM Y CHICAGO COOK
5000211925 Full 623 255000 343 N DENVER DENVER
5000211926 Full 668 184000 2/28 N EVANS WELD
5000211929 Stated 620 203300 343 N PENNSAUKEN CAMDEN
5000211930 Stated 554 199900 2/28 N SOPCHOPPY WAKULLA
5000211942 Full 533 245000 5/25 N SOUTH LYON OAKLAND
5000211943 Full 606 132000 343 N WHITING LAKE
5000211955 Full 627 85000 2/28 N COLUMBUS FRANKLIN
5000211963 Stated 659 166000 2/28 N HOFFMAN ESTATES COOK
5000211970 Full 635 725000 40/30 - 2/28 ARM Y CHURCHVILLE HARFORD
5000211971 Full 643 202500 40/30 - 2/28 ARM Y NAPERVILLE DU PAGE
5000211973 Stated 686 394000 343 N DALLAS DALLAS
5000211979 Full 640 775000 2/28 N LONG GROVE LAKE
5000211982 Stated 652 275000 343 N CHICAGO COOK
5000211990 Full 693 300000 40/30 - 2/28 ARM Y CHICAGO COOK
5000211992 Full 593 144300 2/28 N SPRINGFIELD GREENE
5000211994 Full 614 130000 2/28 N COLUMBUS FRANKLIN
5000211995 Full 616 148000 2/28 N CLEWISTON HENDRY
5000212002 Full 594 145200 2/28 N CARTHAGE JASPER
5000212005 Full 640 775000 343 N LONG GROVE LAKE
5000212007 Full 668 184000 343 N EVANS WELD
5000212010 Full 671 271270 2/28 N RANSON JEFFERSON
5000212013 Full 671 271270 343 N RANSON JEFFERSON
5000212021 Full 643 202500 343 N NAPERVILLE DU PAGE
5000212033 Full 607 102500 3/27 N CYPRESS HARRIS
5000212037 Full 607 387600 2/28 N CONROE MONTGOMERY
5000212040 Full 607 102500 343 N CYPRESS HARRIS
5000212054 Stated 544 168000 2/28 N TAMPA HILLSBOROUGH
5000212055 Stated 629 565000 40/30 - 2/28 ARM Y BROOKLYN KINGS
5000212058 Stated 629 460000 40/30 - 2/28 ARM Y HOUSTON HARRIS
5000212095 Full 640 230000 40/30 - 2/28 ARM Y CICERO COOK
5000212113 Stated 646 260000 2/28 N CRESTWOOD COOK
5000212129 Full 607 243000 2/28 N CHICAGO COOK
5000212131 Stated 642 324000 2/28 N LAS VEGAS CLARK
5000212142 Full 557 260000 40/30 - 2/28 ARM Y CHICAGO COOK
5000212147 Full 765 215000 40/30 - 2/28 ARM Y VERNON HILLS LAKE
5000212179 Stated 642 324000 343 N LAS VEGAS CLARK
5000212191 Full 625 215000 2/28 N STANCHFIELD CHISAGO
5000212209 Full 653 147500 40/30 - 2/28 ARM Y AURORA ARAPAHOE
5000212210 Stated 682 295000 2/28 N ST. LOUIS ST LOUIS
5000212213 Full 640 230000 343 N CICERO COOK
5000212214 Full 765 215000 343 N VERNON HILLS LAKE
5000212218 Stated 710 550000 2/28 N BROOKLYN KINGS
5000212221 Stated 573 108000 2/28 N GRAND RAPIDS KENT
5000212223 Full 625 215000 343 N STANCHFIELD CHISAGO
5000212227 Full 800 121300 2/28 N CHICAGO COOK
5000212232 Full 599 134000 2/28 N BALTIMORE BALTIMORE CITY
5000212234 Full 647 187625 2/28 N DELAWARE DELAWARE
5000212238 Full 578 69000 2/28 N DETROIT WAYNE
5000212242 Full 607 387600 343 N CONROE MONTGOMERY
5000212249 Stated 687 165990 2/28 N SUGAR LAND FORT BEND
5000212254 Full 629 234000 2/28 N MINNEAPOLIS HENNEPIN
5000212258 Full 608 218000 343 N GWYNN OAK BALTIMORE
5000212259 Stated 666 177672 2/28 N BEDFORD TARRANT
5000212265 Full 647 187625 343 N DELAWARE DELAWARE
5000212274 Full 610 425000 2/28 N MORTON GROVE COOK
5000212276 Stated 646 260000 343 N CRESTWOOD COOK
5000212284 Stated 666 177672 343 N BEDFORD TARRANT
5000212287 Full 597 163000 343 N SAUK RAPIDS BENTON
5000212290 Full 653 147500 343 N AURORA ARAPAHOE
5000212295 Full 605 505000 2/28 N WANTAGH NASSAU
5000212306 Stated 538 600000 2/28 N WILMINGTON NEW HANOVER
5000212315 Full 605 225000 2/28 N TAMPA HILLSBOROUGH
5000212316 Full 550 220000 2/28 N BLOOMINGTON HENNEPIN
5000212335 Full 712 59000 Fixed N HOUSTON HARRIS
5000212351 Full 659 498000 2/28 N RENTON KING
5000212361 Full 600 299900 2/28 N CRETE WILL
5000212362 Stated 652 295000 2/28 N DESOTO DALLAS
5000212370 Full 568 185000 40/30 - 2/28 ARM Y NORTH CANTON STARK
5000212371 Stated 649 430000 40/30 - 2/28 ARM Y HEMPSTEAD NASSAU
5000212377 Full 645 142500 40/30 - 2/28 ARM Y LITTLETON ARAPAHOE
5000212378 Stated 688 200000 40/30 - 3/27 ARM Y CALUMET CITY COOK
5000212382 Stated 711 422000 40/30 - 2/28 ARM Y BRENTWOOD SUFFOLK
5000212386 Full 611 119000 2/28 N HOUSTON HARRIS
5000212387 Full 605 225000 343 N TAMPA HILLSBOROUGH
5000212392 Stated 664 105000 40/30 - 2/28 ARM Y CHICAGO COOK
5000212395 Full 600 299900 343 N CRETE WILL
5000212400 Full 648 102000 Fixed N CEDAR HILL DALLAS
5000212404 Full 611 119000 343 N HOUSTON HARRIS
5000212413 Full 704 510000 2/28 N UNIONDALE NASSAU
5000212414 Full 615 522000 2/28 N MANASSAS PARK MANASSAS PARK
5000212416 Full 678 343000 40/30 - 2/28 ARM Y SUGAR GROVE KANE
5000212418 Full 629 234000 343 N MINNEAPOLIS HENNEPIN
5000212420 Stated 649 430000 343 N HEMPSTEAD NASSAU
5000212422 Full 610 100000 2/28 N YARNELL YAVAPAI
5000212423 Full 540 299000 2/28 N CHICAGO COOK
5000212425 Full 659 498000 343 N RENTON KING
5000212438 Full 643 251900 2/28 N CAPE CORAL LEE
5000212440 Full 645 142500 343 N LITTLETON ARAPAHOE
5000212445 Full 587 130000 2/28 N CHICAGO COOK
5000212449 Full 594 219000 40/30 - 2/28 ARM Y EVERETT SNOHOMISH
5000212463 Full 704 510000 343 N UNIONDALE NASSAU
5000212464 Stated 711 422000 343 N BRENTWOOD SUFFOLK
5000212465 Full 623 199000 40/30 - 2/28 ARM Y CHICAGO COOK
5000212467 Full 638 144500 40/30 - 2/28 ARM Y ST PAUL RAMSEY
5000212470 Full 648 102000 343 N CEDAR HILL DALLAS
5000212471 Full 643 251900 343 N CAPE CORAL LEE
5000212472 Full 585 102900 40/30 - 2/28 ARM Y LINCOLN PARK WAYNE
5000212473 Full 644 167000 2/28 N DENVER ARAPAHOE
5000212487 Stated 687 165990 343 N SUGAR LAND FORT BEND
5000212488 Full 634 228000 2/28 N NAPERVILLE COOK
5000212489 Full 586 89486 2/28 N CRAWFORDVILLE WAKULLA
5000212491 Full 597 156270 2/28 N ARLINGTON TARRANT
5000212500 Stated 549 179000 2/28 N TAMPA HILLSBOROUGH
5000212503 Stated 685 254465 343 N LEHIGH ACRES LEE
5000212506 Stated 738 398000 40/30 - 2/28 ARM Y CHICAGO COOK
5000212509 Full 605 205000 343 N SOUTH HOLLAND COOK
5000212513 Full 597 156270 343 N ARLINGTON TARRANT
5000212515 Full 604 435000 40/30 - 2/28 ARM Y CHICAGO COOK
5000212519 Full 644 167000 343 N DENVER ARAPAHOE
5000212523 Full 623 339900 40/30 - 2/28 ARM Y UPPER MARLBORO PRINCE GEORGES
5000212526 Stated 620 300000 2/28 N HOUSTON HARRIS
5000212529 Full 521 80000 2/28 N DETROIT WAYNE
5000212531 Full 598 106000 2/28 N DETROIT WAYNE
5000212535 Stated 652 295000 343 N DESOTO DALLAS
5000212537 Stated 510 234000 2/28 N DENVER DENVER
5000212541 Full 604 435000 343 N CHICAGO COOK
5000212543 Full 700 430500 Fixed N WEST HAVEN NEW HAVEN
5000212546 Stated 620 300000 343 N HOUSTON HARRIS
5000212556 Full 663 175000 Fixed N MONTGOMERY MONTGOMERY
5000212563 Full 638 144500 343 N ST PAUL RAMSEY
5000212569 Full 606 98000 2/28 N MOUNT STERLING CRAWFORD
5000212574 Stated 537 337500 2/28 N LAND O LAKES PASCO
5000212575 Full 607 890000 2/28 N ANAPOLIS ANNE ARUNDEL
5000212577 Full 554 198000 2/28 N WEST COLUMBIA BRAZORIA
5000212589 Full 643 189900 Fixed N MADISON DANE
5000212591 Full 680 215000 40/30 - 2/28 ARM Y SAINT PAUL RAMSEY
5000212597 Stated 623 108000 40/30 - 2/28 ARM Y CEDAR HILL DALLAS
5000212599 Stated 515 149000 2/28 N WINTER HAVEN POLK
5000212604 Stated 652 170000 40/30 - 2/28 ARM Y JONESBORO CLAYTON
5000212614 Stated 623 108000 343 N CEDAR HILL DALLAS
5000212627 Stated 695 194000 2/28 N AURORA KANE
5000212632 Full 607 73500 Fixed N BALTIMORE BALTIMORE CITY
5000212644 Stated 551 195000 2/28 N TAMPA HILLSBOROUGH
5000212645 Full 643 174000 2/28 N COLORADO SPRINGS EL PASO
5000212649 Stated 674 184000 40/30 - 2/28 ARM Y BOLINGBROOK WILL
5000212653 Full 620 260000 Fixed N NORTH PORT SARASOTA
5000212655 Full 630 535300 2/28 N BROOKLYN KINGS
5000212670 Full 582 243500 40/30 - Fixed rate Y NORMAN CLEVELAND
5000212672 Stated 738 398000 343 N CHICAGO COOK
5000212675 Full 593 239900 40/30 - 2/28 ARM Y NAPERVILLE DU PAGE
5000212679 Full 745 523000 40/30 - 2/28 ARM Y LYNN ESSEX
5000212684 Stated 674 184000 343 N BOLINGBROOK WILL
5000212687 Full 628 197500 2/28 N BROOKLYN PARK HENNEPIN
5000212691 Full 634 228000 343 N NAPERVILLE COOK
5000212695 Stated 642 185400 2/28 N EDINBURG HIDALGO
5000212705 Full 628 197500 343 N BROOKLYN PARK HENNEPIN
5000212710 Full 665 404500 Fixed N FARMIGTON HILLS OAKLAND
5000212711 Full 654 350000 2/28 N MANAHAWKIN OCEAN
5000212715 Stated 642 185400 343 N EDINBURG HIDALGO
5000212728 Stated 630 310000 2/28 N NORTH LAS VEGAS CLARK
5000212739 Full 510 120000 2/28 N RIVERDALE CLAYTON
5000212740 Stated 652 170000 343 N JONESBORO CLAYTON
5000212746 Full 601 275000 2/28 N PORT SAINT LUCIE ST LUCIE
5000212747 Full 586 120000 2/28 N CROSBY HARRIS
5000212749 Stated 630 310000 343 N NORTH LAS VEGAS CLARK
5000212767 Full 623 339900 343 N UPPER MARLBORO PRINCE GEORGES
5000212782 Full 594 219000 343 N EVERETT SNOHOMISH
5000212783 Full 628 85000 2/28 N DETROIT WAYNE
5000212786 Stated 623 260000 Fixed N WYANDANCH SUFFOLK
5000212795 Full 602 223000 2/28 N LINDENHURST LAKE
5000212799 Stated 671 272000 2/28 N EDEN PRAIRIE HENNEPIN
5000212806 Full 654 350000 343 N MANAHAWKIN OCEAN
5000212807 Full 685 197000 2/28 N BELLWOOD COOK
5000212808 Full 644 128000 2/28 N BALTIMORE BALTIMORE
5000212818 Stated 682 302500 40/30 - 2/28 ARM Y CHICAGO COOK
5000212823 Full 608 275000 2/28 N CHICAGO COOK
5000212827 Full 627 146000 2/28 N HOBART LAKE
5000212833 Full 630 130000 2/28 N DENVER DENVER
5000212834 Full 625 680000 2/28 N NEW ALBANY FRANKLIN
5000212838 Stated 625 204900 343 N CHICAGO COOK
5000212840 Full 593 144300 343 N SPRINGFIELD GREENE
5000212857 Stated 683 383160 2/28 N PATERSON PASSAIC
5000212858 Stated 641 355000 2/28 N AMHERST LORAIN
5000212862 Stated 620 415000 2/28 N SUITLAND PRINCE GEORGES
5000212863 Stated 638 375000 2/28 N WASHINGTON
5000212871 Full 630 130000 343 N DENVER DENVER
5000212878 Stated 641 355000 343 N AMHERST LORAIN
5000212881 Full 630 135500 2/28 N MISSOURI CITY FORT BEND
5000212886 Stated 638 375000 343 N WASHINGTON
5000212887 Stated 683 383160 343 N PATERSON PASSAIC
5000212890 Full 565 325000 2/28 N FRANKLIN PARK COOK
5000212893 Full 647 100000 2/28 N SHEBOYGAN SHEBOYGAN
5000212902 Stated 615 167000 2/28 N TRENTON CLINTON
5000212903 Full 722 56000 2/28 N INDIANAPOLIS MARION
5000212922 Stated 682 302500 343 N CHICAGO COOK
5000212936 Full 658 100000 2/28 N WEST ALLIS MILWAUKEE
5000212945 Full 610 178000 Fixed N CANTONMENT ESCAMBIA
5000212950 Full 584 100000 3/27 N CINCINNATI HAMILTON
5000212959 Stated 688 200000 343 N CALUMET CITY COOK
5000212961 Full 604 135000 Fixed N WYOMING KENT
5000212963 Full 584 116000 40/30 - 2/28 ARM Y BEVERLY HILLS CITRUS
5000212968 Full 597 158000 2/28 N MILWAUKEE MILWAUKEE
5000212974 Full 602 223000 343 N LINDENHURST LAKE
5000212975 Stated 623 360000 2/28 N ANOKA ANOKA
5000212976 Full 735 390000 2/28 N MIAMI MIAMI-DADE
5000212977 Stated 615 167000 343 N TRENTON CLINTON
5000212982 Full 550 800000 40/30 - 2/28 ARM Y WILMETTE COOK
5000212990 Full 517 307000 40/30 - 2/28 ARM Y GLEN ELLYN DU PAGE
5000212991 Full 625 680000 343 N NEW ALBANY FRANKLIN
5000212992 Full 628 185900 40/30 - 2/28 ARM Y CREST HILL WILL
5000212994 Stated 637 372500 40/30 - 2/28 ARM Y BOULDER BOULDER
5000212996 Full 602 255000 40/30 - 2/28 ARM Y GOLD BAR SNOHOMISH
5000213000 Full 627 335000 40/30 - 2/28 ARM Y SPARTA SUSSEX
5000213002 Full 708 350000 2/28 N MIAMI MIAMI-DADE
5000213004 Full 647 100000 343 N SHEBOYGAN SHEBOYGAN
5000213029 Stated 643 210000 2/28 N MINNEAPOLIS HENNEPIN
5000213034 Stated 660 700000 40/30 - 2/28 ARM Y SAN ANTONIO BEXAR
5000213038 Stated 650 225000 2/28 N AVON STEARNS
5000213048 Stated 564 395000 2/28 N SCHWENKSVILLE MONTGOMERY
5000213051 Stated 680 160000 Fixed N LAKE ALFRED POLK
5000213057 Full 580 190000 2/28 N ST PAUL DAKOTA
5000213058 Full 597 158000 343 N MILWAUKEE MILWAUKEE
5000213067 Full 656 242000 2/28 N NEW YORK NEW YORK
5000213069 Full 617 150000 2/28 N ROCKFORD WINNEBAGO
5000213072 Full 592 210000 2/28 N NORTH LAS VEGAS CLARK
5000213083 Stated 721 240000 2/28 N GLENDALE HEIGHTS DU PAGE
5000213087 Stated 756 175000 40/30 - 2/28 ARM Y CELINA COLLIN
5000213090 Full 610 400000 2/28 N SOUTHLAKE TARRANT
5000213096 Stated 591 215000 40/30 - 2/28 ARM Y BLOOMINGTON HENNEPIN
5000213097 Stated 756 175000 343 N CELINA COLLIN
5000213098 Full 591 410000 2/28 N HEATH ROCKWALL
5000213105 Stated 714 170000 2/28 N CHICAGO COOK
5000213116 Stated 629 565000 343 N BROOKLYN KINGS
5000213117 Full 589 83000 2/28 N TULSA TULSA
5000213125 Full 617 90100 2/28 N DEPEW ERIE
5000213126 Full 642 438000 Fixed N PLANO COLLIN
5000213127 Full 517 520000 2/28 N WALDORF CHARLES
5000213128 Stated 714 170000 343 N CHICAGO COOK
5000213129 Stated 665 219500 2/28 N MYRTLE BEACH HORRY
5000213136 Full 592 210000 343 N NORTH LAS VEGAS CLARK
5000213168 Full 639 102000 2/28 N IRVING DALLAS
5000213173 Stated 618 170000 2/28 N DADE CITY PASCO
5000213175 Stated 660 700000 343 N SAN ANTONIO BEXAR
5000213186 Stated 562 230000 2/28 N ENGLEWOOD SARASOTA
5000213187 Stated 703 362500 2/28 N SEAFORD NASSAU
5000213201 Stated 665 219500 343 N MYRTLE BEACH HORRY
5000213213 Full 647 1050000 2/28 N PLANTATION BROWARD
5000213223 Stated 565 110000 2/28 N HOFFMAN ESTATES COOK
5000213233 Full 650 116900 2/28 N RICHMOND MACOMB
5000213246 Stated 700 370000 40/30 - 3/27 ARM Y LIVE OAK SACRAMENTO
5000213251 Stated 576 160000 2/28 N OCOEE ORANGE
5000213258 Stated 680 188000 Fixed N HUMBLE HARRIS
5000213271 Full 582 200000 2/28 N MIDLOTHIAN COOK
5000213273 Full 650 116900 343 N RICHMOND MACOMB
5000213278 Full 692 201000 40/30 - 2/28 ARM Y DENVER DENVER
5000213286 Full 696 425000 2/28 N WASHINGTON
5000213303 Full 551 82000 2/28 N COLUMBUS FRANKLIN
5000213305 Full 692 201000 343 N DENVER DENVER
5000213307 Full 594 418000 2/28 N EDEN PRAIRIE HENNEPIN
5000213308 Stated 700 370000 343 N LIVE OAK SACRAMENTO
5000213314 Full 662 253650 2/28 N DENVER DENVER
5000213316 Stated 613 350000 40/30 - 2/28 ARM Y NAPERVILLE WILL
5000213328 Full 708 350000 343 N MIAMI MIAMI-DADE
5000213340 Stated 574 300000 2/28 N PERTH AMBOY MIDDLESEX
5000213343 Full 566 75000 2/28 N CAHOKIA ST CLAIR
5000213347 Full 696 425000 343 N WASHINGTON
5000213365 Full 636 217000 343 N CHICAGO COOK
5000213366 Full 587 193000 40/30 - 2/28 ARM Y FORT COLLINS LARIMER
5000213380 Full 660 205000 Fixed N LAS VEGAS CLARK
5000213381 Full 554 665000 2/28 N STAMFORD FAIRFIELD
5000213382 Stated 661 322000 2/28 N HOUSTON HARRIS
5000213398 Stated 606 460000 2/28 N BRONX BRONX
5000213408 Stated 622 91200 2/28 N SPRING HARRIS
5000213417 Stated 552 128000 2/28 N WEBSTER HARRIS
5000213421 Full 628 185900 343 N CREST HILL WILL
5000213429 Full 660 205000 343 N LAS VEGAS CLARK
5000213449 Full 656 241000 2/28 N NEW YORK NEW YORK
5000213452 Full 586 155000 2/28 N FRUITLAND PARK LAKE
5000213455 Stated 699 590000 2/28 N PASADENA LOS ANGELES
5000213458 Full 644 149900 2/28 N SOUTHFIELD OAKLAND
5000213459 Stated 614 510000 40/30 - 2/28 ARM Y SAUGUS ESSEX
5000213464 Stated 522 280000 2/28 N CHICAGO COOK
5000213468 Stated 648 725000 2/28 N SOUTH OZONE PARK QUEENS
5000213474 Stated 619 347500 40/30 - 2/28 ARM Y UNIONDALE NASSAU
5000213476 Full 590 615000 2/28 N SPRINGFIELD CLARK
5000213490 Stated 719 405000 2/28 N HEMPSTEAD NASSAU
5000213494 Stated 632 447500 40/30 - 2/28 ARM Y CHICAGO COOK
5000213504 Stated 648 725000 343 N SOUTH OZONE PARK QUEENS
5000213506 Full 597 295000 40/30 - 2/28 ARM Y LAUDERDALE LAKES BROWARD
5000213524 Stated 686 350000 2/28 N CHICAGO COOK
5000213530 Full 644 149900 343 N SOUTHFIELD OAKLAND
5000213534 Full 625 187000 40/30 - 2/28 ARM Y MAYWOOD COOK
5000213535 Stated 680 113500 40/30 - 2/28 ARM Y NORTH MANKATO NICOLLET
5000213544 Full 704 360000 40/30 - 2/28 ARM Y AURORA ARAPAHOE
5000213555 Full 595 105000 2/28 N PONTIAC OAKLAND
5000213562 Stated 505 110000 2/28 N LUCASVILLE SCIOTO
5000213579 Stated 692 214750 3/27 N MONTICELLO WRIGHT
5000213587 Stated 550 200000 2/28 N NEWPORT NEWS NEWPORT NEWS
5000213591 Full 704 360000 343 N AURORA ARAPAHOE
5000213592 Full 595 255000 40/30 - 2/28 ARM Y FORT COLLINS LARIMER
5000213593 Stated 619 347500 343 N UNIONDALE NASSAU
5000213600 Full 642 775000 2/28 N HOPEWELL JUNCTION DUTCHESS
5000213610 Full 590 84000 2/28 N ST LOUIS ST LOUIS
5000213614 Full 642 775000 343 N HOPEWELL JUNCTION DUTCHESS
5000213616 Full 508 345000 2/28 N MOUNT LAUREL BURLINGTON
5000213622 Stated 699 590000 343 N PASADENA LOS ANGELES
5000213630 Stated 692 214750 343 N MONTICELLO WRIGHT
5000213646 Stated 663 140900 2/28 N AURORA DU PAGE
5000213650 Stated 735 395000 2/28 N SELDEN SUFFOLK
5000213654 Stated 654 190000 2/28 N OSWEGO KENDALL
5000213666 Full 608 400000 40/30 - 3/27 ARM Y WORCESTER WORCESTER
5000213678 Stated 624 220000 40/30 - 2/28 ARM Y SAINT PAUL RAMSEY
5000213684 Stated 554 91000 Fixed N HOUSTON HARRIS
5000213687 Full 679 260000 2/28 N BARTLETT DU PAGE
5000213689 Full 627 190000 2/28 N LAKE GENEVA WALWORTH
5000213695 Stated 534 243000 Fixed N GAITHERSBURG MONTGOMERY
5000213712 Stated 624 220000 343 N SAINT PAUL RAMSEY
5000213715 Stated 663 140900 343 N AURORA DU PAGE
5000213720 Full 598 153500 2/28 N COLORADO SPRINGS EL PASO
5000213750 Stated 676 229000 2/28 N CHICAGO COOK
5000213751 Stated 627 167000 2/28 N DISTRICT HEIGHTS PRINCE GEORGES
5000213753 Stated 681 229000 2/28 N SOUTHFIELD OAKLAND
5000213756 Full 654 180000 2/28 N OSAGE BEACH CAMDEN
5000213761 Full 579 135000 2/28 N BALTIMORE BALTIMORE
5000213774 Full 601 124672 40/30 - 2/28 ARM Y HOUSTON HARRIS
5000213779 Stated 649 222000 2/28 N LEANDER WILLIAMSON
5000213786 Full 598 153500 343 N COLORADO SPRINGS EL PASO
5000213794 Full 648 141300 40/30 - 2/28 ARM Y GREELEY WELD
5000213799 Full 641 240000 40/30 - 2/28 ARM Y MINNEAPOLIS HENNEPIN
5000213804 Stated 649 222000 343 N LEANDER WILLIAMSON
5000213807 Full 528 175000 2/28 N TAMPA HILLSBOROUGH
5000213809 Stated 536 425000 2/28 N WEST YARMOUTH BARNSTABLE
5000213811 Stated 735 395000 343 N SELDEN SUFFOLK
5000213816 Full 596 450000 2/28 N MIAMI MIAMI-DADE
5000213820 Stated 636 122900 2/28 N UNION CITY FULTON
5000213826 Full 604 83400 2/28 N COLUMBUS FRANKLIN
5000213830 Full 641 240000 343 N MINNEAPOLIS HENNEPIN
5000213835 Stated 639 170000 2/28 N DENVER DENVER
5000213836 Full 610 383000 40/30 - 2/28 ARM Y OCOEE ORANGE
5000213839 Full 519 350000 2/28 N CHICAGO COOK
5000213844 Stated 636 122900 343 N UNION CITY FULTON
5000213846 Stated 627 230000 40/30 - 2/28 ARM Y BROOKLYN PARK HENNEPIN
5000213853 Full 608 400000 343 N WORCESTER WORCESTER
5000213857 Stated 676 229000 343 N CHICAGO COOK
5000213869 Full 648 141300 343 N GREELEY WELD
5000213873 Stated 639 170000 343 N DENVER DENVER
5000213881 Stated 594 395000 2/28 N CHICAGO COOK
5000213888 Stated 682 655000 40/30 - 2/28 ARM Y GOLDEN JEFFERSON
5000213892 Full 586 218000 2/28 N COTTAGE GROVE WASHINGTON
5000213898 Full 630 191000 40/30 - 2/28 ARM Y JACKSONVILLE DUVAL
5000213910 Full 625 120660 2/28 N HOUSTON HARRIS
5000213915 Full 596 450000 343 N MIAMI MIAMI-DADE
5000213929 Full 609 295000 40/30 - 2/28 ARM Y HOUSTON HARRIS
5000213947 Stated 682 362500 2/28 N WASHINGTON
5000213950 Full 664 158000 Fixed N FRANKLIN JOHNSON
5000213951 Stated 689 177000 40/30 - 2/28 ARM Y HOUSTON HARRIS
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5000213966 Full 581 180672 40/30 - 2/28 ARM Y BLACKLICK FRANKLIN
5000213972 Full 601 200640 40/30 - 2/28 ARM Y MYRTLE BEACH HORRY
5000213973 Stated 628 132825 2/28 N KENTWOOD KENT
5000213983 Full 709 288000 3/27 N HOUSTON HARRIS
5000213987 Full 648 360000 2/28 N MINNEAPOLIS HENNEPIN
5000213997 Full 660 139900 2/28 N BROOK PARK CUYAHOGA
5000214001 Full 619 151000 40/30 - 2/28 ARM Y CLIFTON MESA
5000214005 Full 601 219650 2/28 N BLACKLICK FRANKLIN
5000214014 Full 664 158000 343 N FRANKLIN JOHNSON
5000214018 Full 576 122500 2/28 N HOLIDAY PASCO
5000214020 Full 625 120660 343 N HOUSTON HARRIS
5000214026 Stated 689 177000 343 N HOUSTON HARRIS
5000214047 Full 601 219650 343 N BLACKLICK FRANKLIN
5000214052 Stated 578 275000 40/30 - 2/28 ARM Y NORTH LAUDERDALE BROWARD
5000214053 Full 735 440000 40/30 - 2/28 ARM Y WASHINGTON
5000214054 Full 641 285000 40/30 - 2/28 ARM Y STICKNEY COOK
5000214066 Full 619 185000 40/30 - 2/28 ARM Y COON RAPIDS ANOKA
5000214076 Full 551 164000 40/30 - 2/28 ARM Y ROCKFORD WINNEBAGO
5000214078 Full 641 285000 343 N STICKNEY COOK
5000214095 Full 709 288000 343 N HOUSTON HARRIS
5000214099 Stated 624 205000 2/28 N WORCESTER WORCESTER
5000214105 Stated 628 132825 343 N KENTWOOD KENT
5000214123 Stated 668 249000 2/28 N EDEN PRAIRIE HENNEPIN
5000214131 Full 606 174000 40/30 - 2/28 ARM Y MAYWOOD COOK
5000214132 Full 596 334000 40/30 - 2/28 ARM Y MACOMB MACOMB
5000214134 Full 629 310500 2/28 N COLORADO SPRINGS EL PASO
5000214137 Stated 626 335000 2/28 N HAMPTON ACCOMACK
5000214153 Full 596 334000 343 N MACOMB MACOMB
5000214155 Full 664 189000 2/28 N FOREST PARK COOK
5000214156 Stated 626 335000 343 N HAMPTON ACCOMACK
5000214164 Full 710 56000 2/28 N INDIANAPOLIS MARION
5000214174 Full 629 310500 343 N COLORADO SPRINGS EL PASO
5000214176 Full 563 225000 40/30 - 2/28 ARM Y BERWYN COOK
5000214180 Full 585 194900 2/28 N ZIMMERMAN SHERBURNE
5000214183 Stated 611 375000 40/30 - 2/28 ARM Y CHICAGO COOK
5000214186 Full 564 88000 40/30 - 2/28 ARM Y IONIA IONIA
5000214193 Full 648 360000 343 N MINNEAPOLIS HENNEPIN
5000214196 Stated 641 1020000 40/30 - 2/28 ARM Y TORRANCE LOS ANGELES
5000214197 Full 594 75000 2/28 N ALLENTOWN LEHIGH
5000214203 Full 559 122000 2/28 N ROCKFORD WINNEBAGO
5000214229 Full 614 145000 2/28 N CHICAGO COOK
5000214235 Full 584 131000 2/28 N AURORA ARAPAHOE
5000214255 Stated 687 189000 2/28 N MINNEAPOLIS HENNEPIN
5000214260 Stated 602 715000 3/27 N GAITHERSBURG MONTGOMERY
5000214273 Stated 687 189000 343 N MINNEAPOLIS HENNEPIN
5000214282 Full 639 237500 40/30 - 2/28 ARM Y WARRENVILLE DU PAGE
5000214286 Full 605 116500 Fixed N APEX WAKE
5000214290 Full 585 134000 2/28 N HOUSTON HARRIS
5000214300 Full 615 261000 2/28 N BRIDGEVIEW COOK
5000214301 Stated 760 185000 2/28 N HANOVER PARK DU PAGE
5000214315 Full 639 237500 343 N WARRENVILLE DU PAGE
5000214316 Full 501 528500 2/28 N BALTIMORE BALTIMORE
5000214336 Full 633 310000 40/30 - 2/28 ARM Y CHICAGO COOK
5000214344 Stated 600 257000 2/28 N LONGMEADOW HAMPDEN
5000214351 Full 604 180000 2/28 N ROSCOE WINNEBAGO
5000214359 Full 527 328000 2/28 N CHICAGO COOK
5000214361 Stated 668 249000 343 N EDEN PRAIRIE HENNEPIN
5000214364 Full 585 134000 40/30 - 2/28 ARM Y ALLEN PARK WAYNE
5000214375 Stated 760 185000 343 N HANOVER PARK DU PAGE
5000214377 Stated 624 205000 343 N WORCESTER WORCESTER
5000214386 Full 747 85000 40/30 - 2/28 ARM Y CHICAGO COOK
5000214399 Stated 674 386000 40/30 - 2/28 ARM Y MANTECA SAN JOAQUIN
5000214402 Full 607 299000 2/28 N DISTRICT HEIGHTS PRINCE GEORGES
5000214421 Stated 555 230000 Fixed N AUSTIN TRAVIS
5000214422 Full 677 219000 40/30 - 2/28 ARM Y ST PAUL RAMSEY
5000214438 Stated 598 170000 2/28 N CHICAGO COOK
5000214457 Full 553 230000 40/30 - 2/28 ARM Y JACKSONVILLE DUVAL
5000214464 Full 645 64900 2/28 N FLINT GENESEE
5000214467 Full 620 232000 40/30 - 2/28 ARM Y ROSEVILLE RAMSEY
5000214475 Full 593 248500 2/28 N FREDERICK WELD
5000214482 Stated 618 135000 2/28 N EASTPOINTE MACOMB
5000214483 Full 577 210000 40/30 - 2/28 ARM Y ROBBINSDALE HENNEPIN
5000214498 Stated 645 141000 2/28 N LANSING INGHAM
5000214513 Full 640 243000 40/30 - Fixed rate Y ST AUGUSTINE ST JOHNS
5000214521 Full 513 63000 2/28 N DURHAN DURHAM
5000214536 Full 640 243000 343 N ST AUGUSTINE ST JOHNS
5000214547 Full 615 261000 343 N BRIDGEVIEW COOK
5000214561 Full 613 449500 40/30 - 2/28 ARM Y RIDGEWOOD QUEENS
5000214567 Stated 667 310000 2/28 N CHICAGO COOK
5000214572 Full 604 326000 2/28 N BARTLETT DU PAGE
5000214577 Full 641 248000 40/30 - 2/28 ARM Y ORMOND BEACH VOLUSIA
5000214581 Stated 704 164000 2/28 N ZION LAKE
5000214585 Full 641 410000 40/30 - 2/28 ARM Y MOKENA WILL
5000214587 Stated 645 980000 2/28 N CONROE MONTGOMERY
5000214593 Full 604 175000 2/28 N OVERLAND PARK JOHNSON
5000214602 Stated 638 320000 2/28 N REVA CULPEPER
5000214607 Full 596 136000 2/28 N ROCKFORD WINNEBAGO
5000214617 Stated 681 473500 2/28 N MIDDLETON ESSEX
5000214618 Full 604 326000 343 N BARTLETT DU PAGE
5000214619 Full 591 132500 2/28 N FORT WORTH TARRANT
5000214632 Full 667 185365 Fixed N NORTH LITTLE ROCK PULASKI
5000214639 Full 632 66000 40/30 - 2/28 ARM Y PUEBLO PUEBLO
5000214640 Full 567 447000 40/30 - 2/28 ARM Y CORONA RIVERSIDE
5000214642 Stated 704 164000 343 N ZION LAKE
5000214648 Full 591 132500 343 N FORT WORTH TARRANT
5000214654 Stated 681 473500 343 N MIDDLETON ESSEX
5000214662 Full 593 248500 343 N FREDERICK WELD
5000214666 Full 590 110500 2/28 N SAINT LOUIS ST LOUIS
5000214672 Stated 632 119900 3/27 N HOUSTON HARRIS
5000214677 Full 618 162777 40/30 - 2/28 ARM Y MINNEAPOLIS HENNEPIN
5000214679 Full 590 110500 343 N SAINT LOUIS ST LOUIS
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5000214692 Stated 604 75000 2/28 N INDIANAPOLIS MARION
5000214698 Stated 614 680000 40/30 - 2/28 ARM Y GRASONVILLE QUEEN ANNES
5000214722 Stated 618 293035 2/28 N BONITA SPRINGS LEE
5000214726 Stated 631 155000 2/28 N CINCINNATI HAMILTON
5000214731 Stated 635 185000 40/30 - 2/28 ARM Y ALSIP COOK
5000214745 Stated 631 155000 343 N CINCINNATI HAMILTON
5000214753 Stated 541 332000 2/28 N GOLDEN JEFFERSON
5000214760 Stated 685 176800 40/30 - 2/28 ARM Y MADISON DANE
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5000214796 Full 560 423000 40/30 - 2/28 ARM Y CHCIAGO COOK
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5000214805 Full 594 122500 2/28 N HARVEY COOK
5000214818 Full 637 283000 40/30 - 2/28 ARM Y KISSIMMEE OSCEOLA
5000214827 Stated 635 185000 343 N ALSIP COOK
5000214830 Stated 629 195000 2/28 N MINNEAPOLIS HENNEPIN
5000214834 Stated 685 176800 343 N MADISON DANE
5000214860 Stated 752 329900 2/28 N BROCKTON PLYMOUTH
5000214867 Full 639 372000 2/28 N DENVER DENVER
5000214869 Stated 625 163900 2/28 N HOUSTON HARRIS
5000214872 Full 561 77000 40/30 - 2/28 ARM Y ST LOUIS ST LOUIS
5000214879 Stated 671 423702 2/28 N PLAINFIELD KENDALL
5000214890 Full 624 385000 40/30 - 2/28 ARM Y ROCK POINT SUFFOLK
5000214896 Full 583 299900 40/30 - 2/28 ARM Y FORKED RIVER OCEAN
5000214897 Stated 625 450000 2/28 N MIAMI MIAMI-DADE
5000214900 Full 633 64500 2/28 N MANSFIELD RICHLAND
5000214904 Full 641 248000 343 N ORMOND BEACH VOLUSIA
5000214911 Stated 763 156000 2/28 N MILWAUKEE MILWAUKEE
5000214914 Stated 676 189700 40/30 - 2/28 ARM Y MAPLEWOOD RAMSEY
5000214915 Stated 671 423702 343 N PLAINFIELD KENDALL
5000214938 Full 596 153400 2/28 N GRAND JUNCTION MESA
5000214949 Stated 676 189700 343 N ST PAUL RAMSEY
5000214953 Stated 631 230000 2/28 N ST. PAUL RAMSEY
5000214969 Full 607 125000 Fixed N AUSTELL COBB
5000214970 Stated 659 199000 2/28 N NEW BERLIN WAUKESHA
5000214974 Stated 785 680000 2/28 N WALDORF CHARLES
5000214980 Full 596 153400 343 N GRAND JUNCTION MESA
5000214984 Full 645 290000 2/28 N COLORADO SPRINGS EL PASO
5000214986 Stated 534 475000 2/28 N NEPTUNE MONMOUTH
5000215014 Full 597 224584 2/28 N SPRING HARRIS
5000215017 Full 608 160000 2/28 N CHICAGO COOK
5000215022 Full 638 80000 2/28 N KANSAS CITY JACKSON
5000215067 Full 627 175000 2/28 N JOLIET WILL
5000215069 Full 642 127900 2/28 N OSAGE BEACH CAMDEN
5000215075 Full 627 139900 2/28 N FOREST BEDFORD
5000215097 Full 632 144000 2/28 N CHICAGO COOK
5000215108 Full 642 268000 Fixed N CALUMET CITY COOK
5000215122 Stated 681 225000 2/28 N DEARBORN WAYNE
5000215136 Stated 681 225000 343 N DEARBORN WAYNE
5000215146 Full 550 149000 40/30 - 2/28 ARM Y FLORISSANT ST LOUIS
5000215158 Stated 672 357000 2/28 N SPRINGFIELD FAIRFAX
5000215180 Full 541 175000 2/28 N LAKE WALES POLK
5000215185 Stated 732 231000 2/28 N MANKATO BLUE EARTH
5000215228 Full 584 221000 2/28 N NEW LENOX COOK
5000215262 Full 590 408100 40/30 - 2/28 ARM Y QUEENS VILLAGE QUEENS
5000215281 Full 600 234900 2/28 N ST LOUIS ST LOUIS
5000215307 Full 553 154000 2/28 N TROY LINCOLN
5000215408 Full 544 420000 2/28 N SYKESVILLE CARROLL
5000215412 Full 592 335000 2/28 N NORTHGLENN ADAMS
5000215482 Stated 654 250000 Fixed N ORLANDO ORANGE
5000215505 Stated 620 104895 2/28 N GREENVILLE PITT
5000215636 Stated 648 215000 2/28 N SAINT PAUL RAMSEY
5000215646 Full 585 88000 Fixed N PHILADELPHIA PHILADELPHIA
5000215786 Stated 673 426000 2/28 N BRIDGEPORT FAIRFIELD
5000215824 Stated 673 426000 343 N BRIDGEPORT FAIRFIELD
5000215839 Stated 626 103000 2/28 N DAYTON MONTGOMERY
5000216103 Full 603 178083 2/28 N RICHMOND FORT BEND
6000000636 Stated 763 525000 40/30 - 2/28 ARM Y WASHINGTON
6000000649 Full 534 191000 2/28 N JACKSONVILLE DUVAL
6000000656 Full 596 122000 2/28 N ASHEVILLE BUNCOMBE
6000000663 Full 652 142000 2/28 N DOUGLASVILLE DOUGLAS
6000000665 Stated 622 116000 2/28 N BALTIMORE BALTIMORE CITY
6000001314 Full 623 190000 2/28 N MYRTLE BEACH HORRY
6000001319 Stated 638 885000 2/28 N MIAMI MIAMI-DADE
6000001328 Full 665 449900 40/30 - 2/28 ARM Y MANASSAS PRINCE WILLIAM
6000001330 Full 592 410000 40/30 - 2/28 ARM Y BRADENTON MANATEE
6000001333 Full 535 225000 Fixed N WASHINGTON
6000001335 Full 608 214990 2/28 N MIAMI MIAMI-DADE
6000205729 Full 525 90000 2/28 N SAVANNAH CHATHAM
6000205824 Full 585 753999 5/25 N HOPEWELL JUNCTION DUTCHESS
6000207865 Full 634 282000 2/28 N MIAMI MIAMI-DADE
6000208825 Stated 624 320000 40/30 - 2/28 ARM Y JERSEY CITY HUDSON
6000209417 Full 619 221500 2/28 N MECHANICSVILLE HANOVER
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6000209884 Full 743 360000 2/28 N MALDEN MIDDLESEX
6000210100 Full 558 127000 40/30 - 2/28 ARM Y DETROIT WAYNE
6000210308 Stated 516 163000 2/28 N TAMPA HILLSBOROUGH
6000210560 Stated 710 401000 2/28 N JERSEY CITY HUDSON
6000210653 Full 681 229000 2/28 N PORT CHARLOTTE CHARLOTTE
6000210674 Full 510 110000 2/28 N SAINT PETERSBURG PINELLAS
6000210849 Stated 646 305000 2/28 N SARASOTA SARASOTA
6000210946 Full 565 139000 2/28 N ELLENWOOD DE KALB
6000211000 Full 586 220000 2/28 N REISTERSTOWN BALTIMORE
6000211038 Full 582 166000 2/28 N MARIETTA COBB
6000211098 Full 651 187000 2/28 N MINNEAPOLIS HENNEPIN
6000211241 Full 611 265000 Fixed N ORLANDO ORANGE
6000211305 Full 589 160000 2/28 N PONTIAC OAKLAND
6000211320 Full 611 268750 Fixed N ORLANDO ORANGE
6000211329 Full 606 535000 2/28 N GLEN DALE PRINCE GEORGES
6000211470 Full 645 336000 40/30 - 2/28 ARM Y DISTRICT HEIGHTS PRINCE GEORGES
6000211498 Full 595 220890 2/28 N CAPE CORAL LEE
6000211503 Stated 683 325000 40/30 - 2/28 ARM Y NAPLES COLLIER
6000211528 Stated 684 120000 2/28 N KNOXVILLE KNOX
6000211611 Full 609 410000 3/27 N DEERFIELD BEACH BROWARD
6000211663 Full 729 675000 Fixed N ATLANTA FULTON
6000211666 Easy 617 826892 40/30 - 2/28 ARM Y NEWTOWN FAIRFIELD
6000211692 Stated 595 155000 Fixed N SOUTH MILWAUKEE MILWAUKEE
6000211715 Full 729 675000 343 N ATLANTA FULTON
6000211725 Stated 626 235000 2/28 N HOMESTEAD MIAMI-DADE
6000211748 Full 595 443000 2/28 N CONYERS ROCKDALE
6000211795 Full 638 248000 2/28 N COCONUT CREEK BROWARD
6000211802 Full 629 230000 40/30 - 2/28 ARM Y MELBOURNE BREVARD
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6000211938 Stated 516 320000 2/28 N WEST HARTFORD HARTFORD
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6000212061 Easy 525 400000 2/28 N COCONUT CREEK BROWARD
6000212168 Full 561 330000 3/27 N ANCHORAGE ANCHORAGE
6000212217 Full 527 329654 2/28 N BEAUFORT CARTERET
6000212312 Full 619 350000 40/30 - 2/28 ARM Y MIAMI MIAMI-DADE
6000212385 Full 581 136000 40/30 - 2/28 ARM Y DAYTONA BEACH VOLUSIA
6000212387 Full 502 104000 Fixed N DECATUR DE KALB
6000212451 Stated 654 240000 2/28 N TAMPA HILLSBOROUGH
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6000212574 Full 589 138000 2/28 N HAMPTON CLAYTON
6000212585 Stated 638 373000 2/28 N PASSAIC PASSAIC
6000212589 Full 637 87000 2/28 N CARROLTON CARROLL
6000212598 Stated 575 780000 40/30 - 2/28 ARM Y CELEBRATION OSCEOLA
6000212633 Stated 638 373000 343 N PASSAIC PASSAIC
6000212634 Full 530 358000 40/30 - 2/28 ARM Y ALEXANDRIA FAIRFAX
6000212658 Stated 580 840000 2/28 N DIX HILLS SUFFOLK
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6000212675 Full 656 138000 2/28 N TAMPA HILLSBOROUGH
6000212746 Stated 715 640000 40/30 - 2/28 ARM Y MIAMI MIAMI-DADE
6000212747 Full 576 235000 40/30 - 2/28 ARM Y MILTON SUSSEX
6000212767 Stated 671 235000 40/30 - 2/28 ARM Y RICHMOND CHESTERFIELD
6000212805 Stated 633 430000 2/28 N BRONX BRONX
6000212808 Stated 715 640000 343 N MIAMI MIAMI-DADE
6000212828 Full 626 156000 40/30 - 2/28 ARM Y ORLANDO ORANGE
6000212943 Full 627 936500 2/28 N MIAMI LAKES MIAMI-DADE
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6000212990 Full 644 293900 343 N LAUDERDALE LAKES BROWARD
6000212995 Full 579 237000 40/30 - 3/27 ARM Y ATLANTA FULTON
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6000213122 Full 626 185600 Fixed N LIBERTY SULLIVAN
6000213174 Stated 544 125000 2/28 N WILLIAMSBURG JAMES CITY
6000213178 Full 591 115900 2/28 N ROCK HILL YORK
6000213229 Full 642 675000 2/28 N NEW YORK NEW YORK
6000213234 Full 600 389000 Fixed N LAUREL HOWARD
6000213235 Full 584 194713 40/30 - 2/28 ARM Y COLLEGE PARK FULTON
6000213253 Full 625 420000 2/28 N CAPE CORAL LEE
6000213264 Stated 554 395000 2/28 N DOVER MORRIS
6000213296 Full 592 135000 2/28 N CLARKSVILLE CLARK
6000213304 Full 592 209000 2/28 N KISSIMMEE POLK
6000213309 Full 584 194713 343 N COLLEGE PARK FULTON
6000213317 Full 610 295000 2/28 N WEST PALM BEACH PALM BEACH
6000213416 Full 617 115000 2/28 N ATLANTA CLAYTON
6000213428 Stated 642 330000 2/28 N WESTMINSTER CARROLL
6000213431 Full 601 126500 2/28 N JACKSONVILLE DUVAL
6000213459 Full 638 186000 40/30 - 2/28 ARM Y MIAMI MIAMI-DADE
6000213473 Full 663 580000 2/28 N STATEN ISLAND RICHMOND
6000213479 Full 513 117000 2/28 N WRAY YUMA
6000213508 Full 591 340000 2/28 N DACULA GWINNETT
6000213567 Full 550 124000 2/28 N ESSEX BALTIMORE
6000213581 Stated 618 245000 2/28 N DAVIE BROWARD
6000213611 Full 505 169000 2/28 N LAKELAND POLK
6000213612 Stated 636 269000 2/28 N PASADENA ANNE ARUNDEL
6000213631 Full 640 399000 40/30 - Fixed rate Y WALDORF CHARLES
6000213637 Stated 576 262000 2/28 N GROVELAND LAKE
6000213671 Stated 592 218000 2/28 N VIRGINIA BEACH VIRGINIA BEACH
6000213758 Stated 525 310000 2/28 N FORT LAUDERDALE BROWARD
6000213759 Stated 627 275000 40/30 - 2/28 ARM Y OCOEE ORANGE
6000213779 Full 552 565990 2/28 N NORTH FORT MYERS LEE
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6000213817 Full 526 148000 40/30 - 2/28 ARM Y BALTIMORE BALTIMORE CITY
6000213822 Stated 774 350000 2/28 N BLADENSBURG PRINCE GEORGES
6000213824 Stated 570 460000 2/28 N WOODBRIDGE PRINCE WILLIAM
6000213828 Stated 715 201000 40/30 - 2/28 ARM Y KISSIMMEE POLK
6000213854 Full 586 205900 2/28 N RIVERVIEW HILLSBOROUGH
6000213869 Full 509 305000 2/28 N WARWICK KENT
6000213928 Full 646 245000 40/30 - 2/28 ARM Y HOLLYWOOD BROWARD
6000213955 Full 625 420000 343 N CAPE CORAL LEE
6000213980 Stated 677 152000 40/30 - 3/27 ARM Y BALTIMORE BALTIMORE
6000213988 Full 646 245000 343 N HOLLYWOOD BROWARD
6000213999 Full 608 225000 2/28 N MINNEAPOLIS HENNEPIN
6000214010 Stated 730 74700 40/30 - 2/28 ARM Y INDIANA INDIANA
6000214047 Full 658 239000 Fixed N HOLLYWOOD BROWARD
6000214066 Stated 520 193000 2/28 N VIRGINIA BEACH VIRGINIA BEACH
6000214089 Full 650 405000 2/28 N HOLLYWOOD BROWARD
6000214094 Full 624 341000 Fixed N FRONT ROYAL WARREN
6000214102 Stated 514 160000 2/28 N CRAWFORDVILLE WAKULLA
6000214113 Stated 579 768000 40/30 - 2/28 ARM Y CAPE CORAL LEE
6000214128 Stated 671 310000 40/30 - 2/28 ARM Y MIAMI MIAMI-DADE
6000214158 Full 637 159000 2/28 N MIRAMAR BROWARD
6000214177 Stated 549 150000 Fixed N DECATUR DE KALB
6000214193 Stated 598 310000 40/30 - 2/28 ARM Y HOLLYWOOD BROWARD
6000214278 Full 626 357425 40/30 - Fixed rate Y ORLANDO ORANGE
6000214279 Full 757 660000 2/28 N SEVERN ANNE ARUNDEL
6000214304 Full 570 381000 40/30 - 2/28 ARM Y ELKRIDGE HOWARD
6000214305 Stated 721 335000 2/28 N PLYMOUTH PLYMOUTH
6000214333 Stated 506 230000 2/28 N MIAMI GARDENS MIAMI-DADE
6000214337 Stated 633 218000 40/30 - 2/28 ARM Y TAMARAC BROWARD
6000214347 Full 720 504000 40/30 - Fixed rate Y STAFFORD STAFFORD
6000214353 Stated 526 250000 2/28 N KISSIMMEE OSCEOLA
6000214380 Full 618 262990 40/30 - 2/28 ARM Y GIBSONTON HILLSBOROUGH
6000214417 Full 740 399995 2/28 N MIRAMAR BROWARD
6000214437 Full 668 260000 2/28 N MIAMI MIAMI-DADE
6000214449 Full 662 250000 40/30 - 2/28 ARM Y ORLANDO ORANGE
6000214473 Stated 668 295000 2/28 N ALVA LEE
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6000214511 Stated 527 296000 2/28 N PORT SAINT LUCIE ST LUCIE
6000214524 Full 651 299000 2/28 N LEHIGH ACRES LEE
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6000214534 Full 600 143500 2/28 N SUMTER SUMTER
6000214549 Full 551 105000 Fixed N BONAIRE HOUSTON
6000214550 Full 609 277000 2/28 N LEHIGH ACRES LEE
6000214552 Stated 518 530000 2/28 N ASBURY PARK MONMOUTH
6000214564 Stated 628 265000 40/30 - 2/28 ARM Y DELTONA VOLUSIA
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6000214586 Stated 543 555000 40/30 - 2/28 ARM Y SPRINGFIELD FAIRFAX
6000214588 Full 631 148500 2/28 N ST. PETERSBURG PINELLAS
6000214591 Full 651 271000 2/28 N SANDY SALT LAKE
6000214592 Full 556 145500 2/28 N COLLEGE PARK FULTON
6000214598 Easy 570 56000 40/30 - 2/28 ARM Y DETROIT WAYNE
6000214608 Full 609 277000 343 N LEHIGH ACRES LEE
6000214615 Full 654 1060000 40/30 - 3/27 ARM Y LAUREL PRINCE GEORGES
6000214628 Full 615 260000 40/30 - 2/28 ARM Y NORTH MIAMI BEACH MIAMI-DADE
6000214633 Full 716 63000 Fixed N MEMPHIS SHELBY
6000214641 Stated 648 500000 40/30 - 2/28 ARM Y VIRGINA BEACH VIRGINIA BEACH
6000214646 Stated 625 177000 2/28 N MELBOURNE BREVARD
6000214665 Full 525 192000 2/28 N BRANDON HILLSBOROUGH
6000214670 Stated 592 250000 2/28 N GLENARDEN PRINCE GEORGES
6000214691 Full 606 262000 40/30 - 2/28 ARM Y WESLEY CHAPEL PASCO
6000214714 Full 631 148500 343 N ST. PETERSBURG PINELLAS
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6000218093 Full 707 154000 40/30 - 2/28 ARM Y PALM BAY BREVARD
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6000218097 Full 526 340000 40/30 - 2/28 ARM Y TAMPA HILLSBOROUGH
6000218100 Full 645 242000 2/28 N MANCHESTER HILLSBOROUGH
6000218109 Full 684 465000 343 N SILVER SPRING MONTGOMERY
6000218114 Full 555 145000 2/28 N TAMPA HILLSBOROUGH
6000218117 Stated 577 360000 2/28 N PARSIPPANY MORRIS
6000218120 Full 647 1225000 343 N CORAL GABLES MIAMI-DADE
6000218148 Full 647 260000 343 N MIAMI MIAMI-DADE
6000218157 Full 580 290000 40/30 - 2/28 ARM Y ROSELLE UNION
6000218158 Full 582 240000 2/28 N STUART MARTIN
6000218181 Stated 681 125000 343 N TAMPA HILLSBOROUGH
6000218186 Stated 638 625000 343 N WOODBRIDGE PRINCE WILLIAM
6000218193 Full 628 248000 2/28 N WESLEY CHAPEL PASCO
6000218204 Stated 657 235500 2/28 N LAWRENCEVILLE GWINNETT
6000218221 Stated 624 480000 2/28 N DESTIN OKALOOSA
6000218226 Full 621 129990 2/28 N CHARLOTTE MECKLENBURG
6000218227 Stated 704 463830 40/30 - 2/28 ARM Y BROOKLYN KINGS
6000218239 Full 629 535000 Fixed N BELLMORE NASSAU
6000218241 Stated 650 163000 343 N CANTON CHEROKEE
6000218260 Stated 652 189900 343 N ORLANDO ORANGE
6000218269 Full 564 215300 2/28 N AUBURN BARROW
6000218272 Full 645 242000 343 N MANCHESTER HILLSBOROUGH
6000218275 Stated 704 463830 343 N BROOKLYN KINGS
6000218283 Stated 675 250000 2/28 N PORTSMOUTH PORTSMOUTH
6000218293 Full 671 195900 2/28 N ORLANDO ORANGE
6000218303 Full 580 320000 2/28 N NORTH LAUDERDALE BROWARD
6000218306 Full 586 138000 Fixed N LITHONIA DE KALB
6000218310 Stated 655 276535 Fixed N LEHIGH ACRES LEE
6000218313 Full 635 212000 2/28 N FAIRBURN FULTON
6000218316 Full 597 460000 2/28 N NEWARK ESSEX
6000218317 Full 661 150000 Fixed Y DADE CITY HERNANDO
6000218325 Stated 639 255000 40/30 - 2/28 ARM Y ELLENWOOD DE KALB
6000218334 Full 628 248000 343 N WESLEY CHAPEL PASCO
6000218338 Full 725 363000 2/28 N HIALEAH MIAMI-DADE
6000218340 Full 534 174000 40/30 - 2/28 ARM Y LAKE WALES POLK
6000218341 Full 535 300000 2/28 N FORT MYERS LEE
6000218343 Stated 629 305900 2/28 N CONYERS ROCKDALE
6000218353 Full 599 296000 2/28 N MIAMI MIAMI-DADE
6000218355 Stated 658 275000 2/28 N BALTIMORE BALTIMORE CITY
6000218358 Full 661 150000 343 N DADE CITY HERNANDO
6000218361 Stated 507 150000 2/28 N TAMPA HILLSBOROUGH
6000218369 Full 610 160000 2/28 N VENICE SARASOTA
6000218371 Stated 684 437000 40/30 - 2/28 ARM Y NAPLES COLLIER
6000218394 Full 692 650000 40/30 - 2/28 ARM Y FREDERICKSBURG STAFFORD
6000218399 Full 621 129990 343 N CHARLOTTE MECKLENBURG
6000218411 Full 725 363000 343 N HIALEAH MIAMI-DADE
6000218422 Full 555 119300 2/28 N MILWAUKEE MILWAUKEE
6000218424 Stated 626 315000 40/30 - 2/28 ARM Y HOLLYWOOD BROWARD
6000218428 Stated 611 92220 2/28 N LORAIN LORAIN
6000218429 Full 597 460000 343 N NEWARK ESSEX
6000218433 Full 604 162000 40/30 - 2/28 ARM Y MILWAUKEE MILWAUKEE
6000218439 Stated 682 365000 Fixed N IRVINGTON ESSEX
6000218440 Stated 655 276535 343 N LEHIGH ACRES LEE
6000218441 Full 627 193000 2/28 N TROY RENSSELAER
6000218446 Full 776 500000 2/28 N BROOKLYN KINGS
6000218449 Full 621 294900 40/30 - 2/28 ARM Y SEVERN ANNE ARUNDEL
6000218453 Full 659 520000 Fixed N ELMONT NASSAU
6000218459 Stated 639 255000 343 N ELLENWOOD DE KALB
6000218466 Stated 683 295000 3/27 N ROYAL PALM BEACH PALM BEACH
6000218467 Stated 671 330000 40/30 - 2/28 ARM Y WALDORF CHARLES
6000218473 Full 559 180000 2/28 N GEORGETOWN SUSSEX
6000218475 Full 586 235000 2/28 N PORT ORANGE VOLUSIA
6000218477 Stated 615 215000 40/30 - 2/28 ARM Y PALM SPRINGS PALM BEACH
6000218479 Stated 629 305900 343 N CONYERS ROCKDALE
6000218480 Full 525 95000 2/28 N KINSTON LENOIR
6000218490 Full 502 230000 2/28 N KISSIMMEE OSCEOLA
6000218494 Full 579 139000 2/28 N SPRING HILL PASCO
6000218495 Stated 506 180000 2/28 N KISSIMMEE POLK
6000218498 Stated 683 295000 343 N ROYAL PALM BEACH PALM BEACH
6000218504 Full 618 248000 2/28 N PORT CHARLOTTE PUTNAM
6000218505 Full 552 300000 40/30 - 2/28 ARM Y GLEN BURNIE ANNE ARUNDEL
6000218506 Stated 534 311000 2/28 N NEPTUNE MONMOUTH
6000218509 Full 579 199000 40/30 - 2/28 ARM Y WEST PALM BEACH PALM BEACH
6000218511 Stated 626 315000 343 N HOLLYWOOD BROWARD
6000218512 Full 604 162000 343 N MILWAUKEE MILWAUKEE
6000218519 Full 550 185000 2/28 N GRAYSON GWINNETT
6000218526 Full 520 235000 2/28 N PORT ST. LUCIE ST LUCIE
6000218542 Full 557 105000 40/30 - 5/25 ARM Y BALTIMORE BALTIMORE
6000218550 Stated 528 328000 2/28 N MAPLEWOOD ESSEX
6000218555 Stated 603 340000 40/30 - 2/28 ARM Y TAMPA HILLSBOROUGH
6000218562 Full 692 650000 343 N FREDERICKSBURG STAFFORD
6000218579 Stated 653 410000 40/30 - 2/28 ARM Y LEHIGH ACRES LEE
6000218589 Full 555 510000 40/30 - 2/28 ARM Y HILTON HEAD BEAUFORT
6000218601 Full 547 92000 2/28 N GREENSBORO GUILFORD
6000218603 Full 681 600000 40/30 - Fixed rate Y JAMAICA QUEENS
6000218608 Stated 765 680000 2/28 N STATEN ISLAND RICHMOND
6000218616 Full 666 270000 40/30 - 2/28 ARM Y BRADENTON MANATEE
6000218620 Full 555 168900 2/28 N SIMPSONVILLE GREENVILLE
6000218621 Full 529 139000 2/28 N TAMPA HILLSBOROUGH
6000218625 Full 610 183000 40/30 - 2/28 ARM Y ATLANTA FULTON
6000218626 Full 604 86500 2/28 N PITTSBURGH ALLEGHENY
6000218629 Stated 624 262000 40/30 - 2/28 ARM Y WESTFORD CHITTENDEN
6000218637 Full 572 226000 40/30 - 2/28 ARM Y MAGNOLIA KENT
6000218642 Full 553 115000 2/28 N CHRISTIANA RUTHERFORD
6000218645 Stated 553 325000 40/30 - 2/28 ARM Y SUNRISE BROWARD
6000218661 Stated 635 200000 2/28 N DELRAY BEACH PALM BEACH
6000218665 Full 635 299995 2/28 N FAYETTEVILLE FAYETTE
6000218678 Full 538 212000 2/28 N HILLSBOROUGH HILLSBOROUGH
6000218682 Full 648 196900 40/30 - 2/28 ARM Y ALPHARETTA FULTON
6000218684 Stated 765 680000 343 N STATEN ISLAND RICHMOND
6000218709 Full 593 202500 2/28 N WARMINSTER BUCKS
6000218722 Stated 661 715000 40/30 - 2/28 ARM Y LORTON FAIRFAX
6000218723 Stated 635 200000 343 N DELRAY BEACH PALM BEACH
6000218724 Stated 729 235000 40/30 - 2/28 ARM Y CONYERS ROCKDALE
6000218736 Stated 509 270000 2/28 N LEHIGH ACRES LEE
6000218738 Stated 670 320000 40/30 - 2/28 ARM Y HIALEAH MIAMI-DADE
6000218742 Full 699 364000 Fixed N CONWAY HORRY
6000218746 Full 671 195900 343 N ORLANDO ORANGE
6000218753 Full 629 400000 2/28 N LINCOLN PARK MORRIS
6000218767 Stated 654 900000 2/28 N BROOKLYN KINGS
6000218770 Full 633 266000 2/28 N ST PETERSBURG PINELLAS
6000218771 Full 600 195000 2/28 N NEWARK NEW CASTLE
6000218773 Stated 634 260000 Fixed Y TAMPA HILLSBOROUGH
6000218782 Full 564 164900 2/28 N LAWRENCEVILLE GWINNETT
6000218789 Full 651 350000 40/30 - 2/28 ARM Y HOBE SOUND MARTIN
6000218797 Full 592 157000 2/28 N SAINT PETERSBURG PINELLAS
6000218799 Full 646 195000 Fixed N MIAMI MIAMI-DADE
6000218803 Full 590 226000 Fixed N MIAMI MIAMI-DADE
6000218810 Stated 550 418000 2/28 N HOLLYWOOD BROWARD
6000218813 Stated 607 565000 2/28 N BROOKLYN KINGS
6000218818 Stated 570 148000 2/28 N PORTSMOUTH PORTSMOUTH
6000218824 Full 551 169000 40/30 - 2/28 ARM Y NEW PORT RICHEY PASCO
6000218831 Stated 610 895000 2/28 N TAMPA HILLSBOROUGH
6000218832 Stated 627 550000 2/28 N BROOKLYN KINGS
6000218835 Stated 542 374000 2/28 N GAITHERSBURG MONTGOMERY
6000218840 Full 588 230000 40/30 - 2/28 ARM Y GWYNN OAK BALTIMORE
6000218848 Full 593 202500 343 N WARMINSTER BUCKS
6000218849 Stated 655 595000 40/30 - 2/28 ARM Y JAMAICA QUEENS
6000218857 Full 631 230775 2/28 N FAIRBURN FULTON
6000218876 Stated 559 360000 2/28 N BEVERLY ESSEX
6000218883 Full 530 250000 40/30 - 2/28 ARM Y ORLANDO ORANGE
6000218886 Stated 633 286155 40/30 - 2/28 ARM Y ORANGE PARK CLAY
6000218891 Full 580 151654 40/30 - 2/28 ARM Y CHARLOTTE MECKLENBURG
6000218901 Stated 525 125000 2/28 N BALTIMORE BALTIMORE CITY
6000218905 Stated 636 265000 2/28 N OPA LOCKA MIAMI-DADE
6000218908 Stated 588 135000 Fixed N SANFORD SEMINOLE
6000218913 Stated 649 400000 2/28 N NORTH PORT SARASOTA
6000218919 Stated 648 116000 40/30 - 2/28 ARM Y SAVANNAH CHATHAM
6000218922 Full 684 159000 40/30 - 2/28 ARM Y FAYETTEVILLE FAYETTE
6000218934 Stated 528 160000 2/28 N LAKELAND POLK
6000218936 Stated 648 210000 40/30 - 2/28 ARM Y ATLANTA FULTON
6000218940 Stated 648 210000 343 N ATLANTA FULTON
6000218941 Stated 643 162000 2/28 N MIAMI MIAMI-DADE
6000218943 Stated 617 440000 40/30 - 2/28 ARM Y NAPLES COLLIER
6000218950 Stated 574 179000 2/28 N MIAMI MIAMI-DADE
6000218963 Full 620 82000 Fixed N WAUCHULA HARDEE
6000218964 Stated 608 190000 40/30 - 2/28 ARM Y SNELLVILLE GWINNETT
6000218965 Stated 634 255000 2/28 N BRANDON HILLSBOROUGH
6000218968 Stated 634 260000 343 N TAMPA HILLSBOROUGH
6000218972 Stated 563 124000 2/28 N SAINT PETERSBURG PINELLAS
6000218977 Stated 608 190000 343 N SNELLVILLE GWINNETT
6000218980 Full 684 159000 343 N FAYETTEVILLE FAYETTE
6000218988 Stated 624 220000 40/30 - 2/28 ARM Y STONE MOUNTAIN DE KALB
6000218989 Stated 652 355000 2/28 N UPPER MARLBORO PRINCE GEORGES
6000219001 Stated 624 220000 343 N STONE MOUNTAIN DE KALB
6000219007 Stated 508 233000 2/28 N BRANDON HILLSBOROUGH
6000219015 Full 631 230775 343 N FAIRBURN FULTON
6000219017 Full 582 105000 2/28 N NASHVILLE DAVIDSON
6000219029 Stated 612 131000 40/30 - Fixed rate Y AUSTELL COBB
6000219034 Full 686 350000 40/30 - 2/28 ARM Y NAPLES COLLIER
6000219037 Stated 621 458000 2/28 N RANDALLSTOWN BALTIMORE
6000219053 Full 564 395000 2/28 N ST. PETERSBURG PINELLAS
6000219059 Stated 634 145000 40/30 - 2/28 ARM Y GROVER CLEVELAND
6000219064 Full 625 239000 2/28 N LAWRENCEVILLE GWINNETT
6000219088 Stated 652 355000 343 N UPPER MARLBORO PRINCE GEORGES
6000219104 Stated 639 660000 2/28 N DARIEN FAIRFIELD
6000219108 Full 645 138000 40/30 - 2/28 ARM Y HOPEWELL PRINCE GEORGE
6000219110 Stated 526 125000 2/28 N PORT RICHEY PASCO
6000219118 Full 603 110100 Fixed N BURLINGTON ALAMANCE
6000219119 Stated 631 250000 40/30 - 2/28 ARM Y CHARLOTTE MECKLENBURG
6000219128 Stated 563 180000 2/28 N PHILADELPHIA PHILADELPHIA
6000219132 Full 541 750000 2/28 N WINTER PARK ORANGE
6000219134 Full 628 215000 2/28 N PROSPERITY SALUDA
6000219135 Full 591 86500 Fixed N GREENVILLE GREENVILLE
6000219138 Full 594 115000 40/30 - 2/28 ARM Y NORFOLK NORFOLK
6000219143 Full 579 220000 2/28 N DAYTONA BEACH VOLUSIA
6000219148 Full 676 240000 2/28 N MIAMI MIAMI-DADE
6000219166 Stated 621 458000 343 N RANDALLSTOWN BALTIMORE
6000219185 Full 520 361000 2/28 N COCKEYSVILLE BALTIMORE
6000219188 Full 554 395000 40/30 - 2/28 ARM Y ANNAPOLIS ANNE ARUNDEL
6000219196 Stated 587 800000 40/30 - 2/28 ARM Y ST PETERSBURG PINELLAS
6000219201 Full 594 115000 343 N NORFOLK NORFOLK
6000219206 Full 574 215000 2/28 N FAYETTVILLE FAYETTE
6000219215 Full 645 215000 2/28 N KISSIMMEE OSCEOLA
6000219217 Full 598 612000 40/30 - 2/28 ARM Y FRANKLIN WILLIAMSON
6000219218 Full 597 260000 40/30 - 2/28 ARM Y FORT LAUDERDALE BROWARD
6000219222 Full 539 160000 2/28 N OPA LOCKA MIAMI-DADE
6000219229 Full 614 207000 2/28 N ST. CLOUD OSCEOLA
6000219233 Stated 615 215000 343 N PALM SPRINGS PALM BEACH
6000219234 Full 524 263000 2/28 N HENDERSON VANCE
6000219236 Full 608 445000 2/28 N MIRAMAR BROWARD
6000219250 Full 763 300000 2/28 N FORT LAUDERDALE BROWARD
6000219255 Stated 632 200000 40/30 - 2/28 ARM Y ORLANDO ORANGE
6000219258 Full 685 295000 40/30 - 2/28 ARM Y PROVIDENCE PROVIDENCE
6000219265 Stated 714 645000 2/28 N DAVIE BROWARD
6000219266 Stated 634 255000 343 N BRANDON HILLSBOROUGH
6000219281 Easy 609 215000 40/30 - 2/28 ARM Y APOPKA ORANGE
6000219285 Stated 691 529000 40/30 - 2/28 ARM Y SAINT ALBANS QUEENS
6000219295 Stated 641 256000 2/28 N POMPANO BEACH BROWARD
6000219301 Full 645 215000 343 N KISSIMMEE OSCEOLA
6000219307 Stated 551 255000 2/28 N LAUDERHILL BROWARD
6000219312 Full 676 240000 343 N MIAMI MIAMI-DADE
6000219313 Stated 641 256000 343 N POMPANO BEACH BROWARD
6000219318 Stated 655 283000 40/30 - 2/28 ARM Y KISSIMMEE OSCEOLA
6000219320 Full 595 159900 2/28 N LAUDERHILL BROWARD
6000219325 Full 657 296000 Fixed N UPPER MARLBORO PRINCE GEORGES
6000219326 Full 582 160000 2/28 N LASCASSAS RUTHERFORD
6000219334 Full 631 155000 2/28 N MARIETTA COBB
6000219337 Stated 643 334000 40/30 - 2/28 ARM Y ORLANDO ORANGE
6000219343 Stated 661 310000 Fixed N ROSWELL FULTON
6000219345 Full 646 160000 2/28 N ATLANTA FULTON
6000219349 Full 646 160000 343 N ATLANTA FULTON
6000219359 Full 597 138500 2/28 N ESSEX BALTIMORE CITY
6000219362 Full 540 255000 2/28 N WHEATLEY HEIGHTS SUFFOLK
6000219365 Full 566 229000 2/28 N MCDONOUGH HENRY
6000219366 Full 796 235000 40/30 - 2/28 ARM Y HOLLYWOOD BROWARD
6000219370 Full 643 302100 2/28 N MOUNT VERNON WESTCHESTER
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6000219388 Stated 686 462600 2/28 N ST ALBANS QUEENS
6000219390 Stated 596 205000 2/28 N ENGLEWOOD CHARLOTTE
6000219400 Full 579 195000 Fixed N PARKVILLE BALTIMORE
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6000219422 Stated 548 260000 2/28 N PROVIDENCE PROVIDENCE
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6000219431 Full 634 340000 40/30 - 2/28 ARM Y FT LAUDERDALE BROWARD
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6000219443 Full 563 90000 2/28 N LOUISBURG FRANKLIN
6000219444 Full 796 235000 343 N HOLLYWOOD BROWARD
6000219447 Stated 614 229900 40/30 - 2/28 ARM Y KISSIMMEE POLK
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6000219453 Stated 710 293307 343 N GORVE CITY FRANKLIN
6000219476 Stated 734 422000 343 N SPRINGFIELD FAIRFAX
6000219478 Full 662 240000 40/30 - Fixed rate Y LAKE WORTH PALM BEACH
6000219482 Full 763 125550 2/28 N AUSTELL DOUGLAS
6000219490 Full 685 300000 2/28 N DAVIE BROWARD
6000219493 Full 683 75000 2/28 N DURHAM DURHAM
6000219498 Stated 629 100000 2/28 N LAUDERHILL BROWARD
6000219504 Full 559 83900 2/28 N SPARTANBURG SPARTANBURG
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6000219514 Stated 634 169000 Fixed N ORLANDO ORANGE
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6000219558 Full 622 335000 40/30 - 2/28 ARM Y UPPER MARLBORO PRINCE GEORGES
6000219563 Stated 635 530000 40/30 - 2/28 ARM Y NORTH PALM BEACH PALM BEACH
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6000219596 Stated 627 221000 40/30 - 2/28 ARM Y GIBSONTON HILLSBOROUGH
6000219604 Stated 628 374500 343 N TEMPLE HILLS PRINCE GEORGES
6000219605 Full 763 125550 343 N AUSTELL DOUGLAS
6000219609 Full 685 300000 343 N DAVIE BROWARD
6000219618 Stated 612 245000 40/30 - 2/28 ARM Y ORLANDO ORANGE
6000219622 Full 748 255000 2/28 N DORAL MIAMI-DADE
6000219623 Full 556 128500 2/28 N CHARLOTTE MECKLENBURG
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6000219640 Stated 626 245000 343 N ORLANDO ORANGE
6000219652 Full 662 240000 343 N LAKE WORTH PALM BEACH
6000219658 Full 714 148000 Fixed N CHARLOTTE MECKLENBURG
6000219659 Full 593 148750 40/30 - 2/28 ARM Y GRAYSON GWINNETT
6000219661 Full 658 103000 40/30 - 2/28 ARM Y GARNER WAKE
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6000219679 Full 529 730000 2/28 N BOWIE PRINCE GEORGES
6000219680 Full 539 112000 2/28 N SMITHFIELD JOHNSTON
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6000219689 Full 631 300000 2/28 N PLAINFIELD UNION
6000219690 Stated 614 229900 343 N KISSIMMEE POLK
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6000219695 Full 512 273000 2/28 N WESLEY CHAPEL PASCO
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6000219717 Full 726 70000 2/28 N CHARLOTTE MECKLENBURG
6000219718 Stated 646 180500 40/30 - 2/28 ARM Y VIRGINIA BEACH VIRGINIA BEACH
6000219730 Stated 523 229000 2/28 N LAKE WORTH PALM BEACH
6000219735 Full 625 75000 40/30 - 2/28 ARM Y MACON BIBB
6000219742 Full 591 179000 40/30 - 2/28 ARM Y LONGWOOD SEMINOLE
6000219747 Stated 721 65000 2/28 N MACON BIBB
6000219759 Stated 607 210000 2/28 N POMPANO BEACH BROWARD
6000219760 Full 566 150000 2/28 N VERO BEACH INDIAN RIVER
6000219761 Stated 503 290000 2/28 N WEST PALM BEACH PALM BEACH
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6000219771 Full 618 340000 2/28 N NAPLES COLLIER
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6000219800 Full 659 200000 2/28 N PINELLAS PARK PINELLAS
6000219809 Stated 536 233500 2/28 N BROOKHAVEN DELAWARE
6000219810 Full 604 293000 2/28 N GLEN BURNIE ANNE ARUNDEL
6000219818 Full 539 220000 2/28 N BARTOW POLK
6000219822 Full 738 235000 2/28 N SWEETWATER MIAMI-DADE
6000219828 Full 574 260000 Fixed N EAST HARTFORD HARTFORD
6000219831 Stated 639 265000 2/28 N LEHIGH ACRES LEE
6000219833 Full 595 300000 2/28 N BOWIE PRINCE GEORGES
6000219846 Full 622 335000 343 N UPPER MARLBORO PRINCE GEORGES
6000219854 Full 593 339000 40/30 - 2/28 ARM Y CORAM SUFFOLK
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6000219885 Stated 634 234900 343 N LEHIGH ACRES LEE
6000219889 Full 596 163000 2/28 N CHARLOTTE MECKLENBURG
6000219891 Full 645 126500 343 N MONROE UNION
6000219897 Full 515 132000 2/28 N AUBURN BAY
6000219901 Full 604 204000 40/30 - 2/28 ARM Y WORCESTER WORCESTER
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6000219913 Full 738 235000 343 N SWEETWATER MIAMI-DADE
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6000219921 Stated 681 653000 2/28 N WEST NEW YORK HUDSON
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6000219928 Full 621 177000 Fixed N RALEIGH WAKE
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6000219931 Full 583 548000 40/30 - 2/28 ARM Y ELDERSBURG CARROLL
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6000219948 Full 580 158000 40/30 - 2/28 ARM Y PENSACOLA ESCAMBIA
6000219957 Full 604 204000 343 N WORCESTER WORCESTER
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6000219973 Full 637 295000 2/28 N HOLLYWOOD BROWARD
6000219983 Full 671 825000 343 N HIALEAH MIAMI-DADE
6000219986 Full 626 638685 343 N BALTIMORE BALTIMORE CITY
6000219988 Stated 766 520860 2/28 N DORAL MIAMI-DADE
6000220022 Stated 644 235000 2/28 N SUNRISE BROWARD
6000220035 Full 652 217000 Fixed N MIAMI MIAMI-DADE
6000220044 Stated 644 235000 343 N SUNRISE BROWARD
6000220045 Full 734 137900 Fixed N LAUDERDALE LAKES BROWARD
6000220047 Full 577 305000 40/30 - 2/28 ARM Y PT ST LUCIE ST LUCIE
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6000220072 Full 580 204000 2/28 N BOYNTON BEACH PALM BEACH
6000220073 Full 664 357000 40/30 - 2/28 ARM Y DUMFRIES PRINCE WILLIAM
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6000220929 Full 657 108500 343 N GRIFFIN SPALDING
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6000221327 Full 591 124900 343 N CAPE CORAL LEE
6000221334 Full 583 300000 2/28 N SHIRLEY MIDDLESEX
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6000221364 Full 621 380000 343 N TEANECK BERGEN
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6000221554 Stated 655 340000 2/28 N GERMANTOWN MONTGOMERY
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6000221579 Full 551 250000 2/28 N DISTRICT HEIGHTS PRINCE GEORGES
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6000221597 Full 568 109900 2/28 N CREEDMOOR GRANVILLE
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6000221663 Full 649 312000 2/28 N MIAMI MIAMI-DADE
6000221666 Full 649 300000 40/30 - 2/28 ARM Y BOWIE PRINCE GEORGES
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6000221685 Full 581 80000 Fixed N CHICAGO COOK
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6000221739 Stated 620 345500 343 N BROCKTON PLYMOUTH
6000221752 Full 649 312000 343 N MIAMI MIAMI-DADE
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6000221764 Full 601 152900 40/30 - 2/28 ARM Y LOGANVILLE WALTON
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8000083184 Full 666 170000 Fixed N GLASSBORO GLOUCESTER
8000083186 Full 529 205000 2/28 N LEVITTOWN BUCKS
8000083203 Stated 632 542500 343 N NORWALK FAIRFIELD
8000083209 Stated 526 425000 2/28 N HUNTINGTON STATION SUFFOLK
8000083217 Full 603 81000 2/28 N PITTSBURGH ALLEGHENY
8000083232 Stated 507 303000 2/28 N CAPE CORAL LEE
8000083242 Stated 720 525000 2/28 N BRONX BRONX
8000083245 Full 533 225000 2/28 N WETHERSFIELD HARTFORD
8000083246 Stated 632 694300 40/30 - 2/28 ARM Y CORONA QUEENS
8000083261 Full 589 450000 2/28 N UNION UNION
8000083276 Stated 567 430000 40/30 - 2/28 ARM Y HOLLIS QUEENS
8000083277 Full 666 170000 343 N GLASSBORO GLOUCESTER
8000083279 Stated 595 548000 2/28 N BALDWIN NASSAU
8000083285 Full 551 575000 2/28 N BROOKLYN KINGS
8000083297 Stated 632 694300 343 N CORONA QUEENS
8000083301 Full 625 179900 2/28 N LAS CRUCES DONA ANA
8000083304 Full 659 150520 2/28 N MONROE ORANGE
8000083320 Stated 555 325000 5/25 N PLAINFIELD UNION
8000083337 Full 600 800000 40/30 - 3/27 ARM Y SANTA ROSA SONOMA
8000083342 Stated 623 352000 2/28 N CHERRY HILL CAMDEN
8000083343 Stated 688 290000 40/30 - 2/28 ARM Y BRIDGEPORT FAIRFIELD
8000083358 Full 517 280000 2/28 N NEW HAVEN NEW HAVEN
8000083359 Stated 500 425000 2/28 N PHILADELPHIA PHILADELPHIA
8000083393 Full 668 390000 40/30 - 2/28 ARM Y PALM CITY MARTIN
8000083394 Full 667 135000 2/28 N ALBANY ALBANY
8000083400 Stated 621 375000 2/28 N JERSEY CITY HUDSON
8000083403 Stated 667 400000 2/28 N MIAMI MIAMI-DADE
8000083410 Full 625 179900 343 N LAS CRUCES DONA ANA
8000083411 Stated 577 153000 40/30 - 2/28 ARM Y BEAVERCREEK GREENE
8000083422 Stated 685 345000 2/28 N MAHOPAC PUTNAM
8000083423 Full 502 200000 2/28 N WINSLOW TOWNSHIP CAMDEN
8000083429 Stated 686 430000 2/28 N PATERSON PASSAIC
8000083440 Full 725 424000 40/30 - 2/28 ARM Y AMITY HARBOR SUFFOLK
8000083449 Stated 623 352000 343 N CHERRY HILL CAMDEN
8000083463 Full 701 120000 2/28 N PHILADELPHIA PHILADELPHIA
8000083472 Stated 667 400000 343 N MIAMI MIAMI-DADE
8000083499 Full 614 450000 Fixed Y JAMAICA QUEENS
8000083523 Full 541 350000 40/30 - 2/28 ARM Y NEWARK ESSEX
8000083530 Stated 799 703337 2/28 N ANDOVER TWP SUSSEX
8000083546 Full 725 424000 343 N AMITYVILLE NASSAU
8000083548 Stated 771 550000 2/28 N RUMSON MONMOUTH
8000083563 Stated 570 279000 2/28 N PATERSON PASSAIC
8000083565 Stated 799 703337 343 N ANDOVER TWP SUSSEX
8000083568 Stated 771 550000 343 N RUMSON MONMOUTH
8000083590 Full 592 393750 2/28 N BALDWIN NASSAU
8000083606 Full 609 333000 40/30 - 2/28 ARM Y SAUGUS ESSEX
8000083628 Stated 685 410800 40/30 - 2/28 ARM Y BRENTWOOD SUFFOLK
8000083635 Full 648 720000 40/30 - 2/28 ARM Y WEST ROXBURY SUFFOLK
8000083644 Full 551 255000 2/28 N HAMDEN NEW HAVEN
8000083664 Stated 626 500000 2/28 N NORTH BRUNSWICK MIDDLESEX
8000083670 Stated 604 382000 2/28 N HOWELL MONMOUTH
8000083682 Stated 671 395000 40/30 - 2/28 ARM Y EAST ORANGE ESSEX
8000083687 Full 613 290000 40/30 - Fixed rate Y NASHUA HILLSBOROUGH
8000083690 Stated 612 400000 2/28 N EAST STROUDSBURG MONROE
8000083693 Full 602 116000 2/28 N CHARLOTTE MECKLENBURG
8000083718 Stated 746 415000 2/28 N SOUTH OZONE PARK QUEENS
8000083721 Stated 715 305000 2/28 N BERKELEY TWP OCEAN
8000083724 Stated 523 410000 2/28 N BROOKLYN KINGS
8000083732 Stated 510 420000 2/28 N FAIRFIELD FAIRFIELD
8000083736 Stated 614 314500 2/28 N PINE BUSH SULLIVAN
8000083737 Stated 630 344000 40/30 - 5/25 ARM Y BRENTWOOD SUFFOLK
8000083740 Stated 723 349800 2/28 N BRENTWOOD SUFFOLK
8000083751 Stated 633 177000 40/30 - 2/28 ARM Y TUCKERTON OCEAN
8000083760 Stated 651 488085 40/30 - 2/28 ARM Y BEALETON FAUQUIER
8000083764 Stated 671 395000 343 N EAST ORANGE ESSEX
8000083765 Stated 746 415000 343 N SOUTH OZONE PARK QUEENS
8000083776 Stated 633 177000 343 N TUCKERTON OCEAN
8000083781 Stated 626 382000 2/28 N PLAINFIELD UNION
8000083821 Stated 586 208000 40/30 - 2/28 ARM Y WINSLOW TOWNSHIP CAMDEN
8000083828 Full 616 221900 40/30 - 2/28 ARM Y ROXBURY SUFFOLK
8000083835 Full 609 333000 343 N SAUGUS ESSEX
8000083840 Stated 626 382000 343 N PLAINFIELD UNION
8000083847 Stated 652 435000 2/28 N PATERSON PASSAIC
8000083850 Full 633 86000 2/28 N CLEMENTON CAMDEN
8000083854 Stated 619 255000 2/28 N IRVINGTON ESSEX
8000083864 Stated 635 590000 40/30 - 2/28 ARM Y BRONX BRONX
8000083866 Stated 594 530000 40/30 - 2/28 ARM Y FREEPORT NASSAU
8000083870 Full 570 130000 2/28 N CAMBRIDGE DORCHESTER
8000083877 Stated 652 435000 343 N PATERSON PASSAIC
8000083885 Full 582 555000 2/28 N WEST CALDWELL ESSEX
8000083888 Stated 723 349800 343 N BRENTWOOD SUFFOLK
8000083897 Stated 502 167000 2/28 N LAKE GEORGE WARREN
8000083905 Stated 571 275000 2/28 N LINDEN UNION
8000083911 Full 612 84800 2/28 N LACKAWANNA ERIE
8000083935 Stated 706 470000 40/30 - 2/28 ARM Y ELIZABETH UNION
8000083941 Full 682 180000 2/28 N NEW BRUNSWICK MIDDLESEX
8000083945 Full 597 425000 Fixed N WEST HEMPSTEAD NASSAU
8000083946 Stated 560 91000 2/28 N TRENTON MERCER
8000083947 Full 517 135000 2/28 N HOPEWELL HOPEWELL
8000083968 Stated 706 470000 343 N ELIZABETH UNION
8000083972 Full 682 180000 343 N NEW BRUNSWICK MIDDLESEX
8000083975 Full 643 182000 2/28 N TOMS RIVER OCEAN
8000083984 Full 592 275000 40/30 - 2/28 ARM Y NEWARK ESSEX
8000084007 Full 516 302000 Fixed N KING OF PRUSSIA MONTGOMERY
8000084008 Stated 713 875000 2/28 N BROOKLYN KINGS
8000084010 Stated 622 555000 Fixed N WESTAMPTON BURLINGTON
8000084011 Full 616 221900 343 N ROXBURY SUFFOLK
8000084020 Full 592 275000 343 N NEWARK ESSEX
8000084022 Full 608 659000 40/30 - 2/28 ARM Y UPPER MARLBORO PRINCE GEORGES
8000084032 Stated 668 1000000 2/28 N MONTCLAIR ESSEX
8000084045 Full 624 139900 2/28 N VINELAND CUMBERLAND
8000084067 Full 627 267000 2/28 N GUILDERLAND ALBANY
8000084070 Stated 713 875000 343 N BROOKLYN KINGS
8000084082 Stated 627 668400 Fixed N BROOKLYN KINGS
8000084102 Full 600 162500 2/28 N BRIDGEPORT FAIRFIELD
8000084105 Stated 609 599000 2/28 N FAIRFIELD ESSEX
8000084114 Stated 599 215000 40/30 - 2/28 ARM Y WINCHENDON WORCESTER
8000084116 Full 598 388000 40/30 - 2/28 ARM Y SOMERSET/FRANKLIN TW SOMERSET
8000084118 Full 651 650000 Fixed N FAIR LAWN BERGEN
8000084121 Full 514 180000 40/30 - 2/28 ARM Y LOPATCONG WARREN
8000084126 Stated 635 392000 2/28 N SHIRLEY SUFFOLK
8000084132 Full 619 318000 2/28 N HENDERSON CLARK
8000084135 Stated 705 468425 40/30 - 2/28 ARM Y COPIAGUE SUFFOLK
8000084138 Full 542 170000 2/28 N OCEAN TWP OCEAN
8000084164 Stated 547 225000 2/28 N GILBERTVILLE WORCESTER
8000084168 Stated 572 460000 40/30 - 2/28 ARM Y VALLEY STREAM NASSAU
8000084180 Stated 653 465000 2/28 N CLIFTON PASSAIC
8000084184 Stated 532 245000 2/28 N MIDDLETOWN ORANGE
8000084185 Full 600 162500 343 N BRIDGEPORT FAIRFIELD
8000084190 Full 714 880000 2/28 N WASHINGTON BERGEN
8000084197 Stated 577 350000 2/28 N BROOKLYN KINGS
8000084203 Stated 653 465000 343 N CLIFTON PASSAIC
8000084205 Stated 555 250000 2/28 N SOUTH TOMS RIVER OCEAN
8000084209 Full 620 225000 Fixed N RIVERVIEW HILLSBOROUGH
8000084218 Stated 564 85500 2/28 N PHILADELPHIA PHILADELPHIA
8000084221 Stated 700 265500 2/28 N SAYREVILLE MIDDLESEX
8000084223 Full 630 611868 2/28 N GAINESVILLE PRINCE WILLIAM
8000084228 Full 548 615000 2/28 N FORT WASHINGTON PRINCE GEORGES
8000084233 Full 608 659000 343 N UPPER MARLBORO PRINCE GEORGES
8000084240 Full 537 183000 2/28 N MECHANICSVILLE HANOVER
8000084246 Full 577 215000 40/30 - 2/28 ARM Y SOUTHPORT BRUNSWICK
8000084249 Full 643 395000 40/30 - 2/28 ARM Y BROCKTON PLYMOUTH
8000084259 Stated 632 750000 2/28 N BELLEROSE QUEENS
8000084262 Full 643 230000 2/28 N WALLINGFORD NEW HAVEN
8000084263 Stated 632 750000 343 N BELLEROSE QUEENS
8000084266 Stated 620 520000 2/28 N FRAMINGHAM MIDDLESEX
8000084274 Stated 622 256000 40/30 - 2/28 ARM Y LAWRENCE ESSEX
8000084276 Full 580 146000 2/28 N LITHONIA DE KALB
8000084295 Full 666 180000 2/28 N WYNANTSKILL RENSSELAER
8000084303 Stated 647 370000 40/30 - 2/28 ARM Y ENGLEWOOD BERGEN
8000084304 Stated 620 520000 343 N FRAMINGHAM MIDDLESEX
8000084305 Stated 638 320000 40/30 - 2/28 ARM Y PLAINFIELD UNION
8000084306 Stated 604 452000 2/28 N POMPTON LAKES PASSAIC
8000084319 Full 585 275000 Fixed N ELKINS PARK MONTGOMERY
8000084322 Stated 533 377000 2/28 N RIDGEFIELD PARK BERGEN
8000084323 Full 641 340000 2/28 N STATEN ISLAND RICHMOND
8000084324 Full 648 800000 40/30 - 2/28 ARM Y LYNNFIELD ESSEX
8000084336 Full 519 305000 Fixed N UPPER MARLBORO PRINCE GEORGES
8000084342 Full 604 315000 2/28 N WALLINGFORD NEW HAVEN
8000084349 Stated 638 419000 2/28 N MANSFIELD WARREN
8000084368 Full 507 193000 2/28 N NORTH POLE FAIRBANKS NORTH STAR
8000084371 Stated 651 488085 343 N BEALETON FAUQUIER
8000084372 Stated 604 284000 2/28 N PEMBROKE PINES BROWARD
8000084382 Full 642 379950 Fixed Y LAKEWOOD OCEAN
8000084384 Full 625 330000 2/28 N ROSELLE UNION
8000084387 Stated 638 419000 343 N MANSFIELD WARREN
8000084389 Stated 714 735000 40/30 - 2/28 ARM Y EAST ELMHURST QUEENS
8000084391 Stated 622 256000 343 N LAWRENCE ESSEX
8000084394 Full 679 425000 40/30 - 2/28 ARM Y SAINT ALBANS QUEENS
8000084406 Easy 614 645000 2/28 N MONEE WILL
8000084407 Full 647 580000 2/28 N BROOKLYN KINGS
8000084415 Stated 768 565000 40/30 - 2/28 ARM Y SPRINGFIELD GARDENS QUEENS
8000084429 Stated 714 735000 343 N EAST ELMHURST QUEENS
8000084441 Full 608 1250000 2/28 N GREENWICH FAIRFIELD
8000084453 Stated 768 565000 343 N SPRINGFIELD GARDENS QUEENS
8000084461 Stated 745 400000 2/28 N YONKERS WESTCHESTER
8000084467 Full 619 345000 Fixed N WASHINGTON
8000084477 Stated 641 460000 2/28 N LAURELTON QUEENS
8000084487 Full 554 186000 2/28 N REDMOND DESCHUTES
8000084503 Full 647 580000 343 N BROOKLYN KINGS
8000084512 Stated 670 725000 2/28 N LEESBURG LOUDOUN
8000084536 Stated 702 212500 2/28 N OTISFIELD OXFORD
8000084564 Full 652 550000 2/28 N FREEPORT NASSAU
8000084566 Stated 788 400000 2/28 N SMITHTOWN SUFFOLK
8000084573 Stated 520 260000 2/28 N MECHANICSVILLE HANOVER
8000084575 Stated 666 480000 2/28 N MANASSAS PRINCE WILLIAM
8000084578 Stated 578 432000 40/30 - 2/28 ARM Y TEWKSBURY MIDDLESEX
8000084612 Stated 535 200000 2/28 N CONTOOCOOK MERRIMACK
8000084616 Stated 523 375000 2/28 N OCOEE ORANGE
8000084619 Stated 521 560000 2/28 N PLAINSBORO MIDDLESEX
8000084627 Stated 673 135000 2/28 N KUNKLETOWN MONROE
8000084634 Stated 603 392000 2/28 N WEST BABYLON SUFFOLK
8000084638 Full 626 578415 2/28 N GAINSVILLE PRINCE WILLIAM
8000084651 Stated 584 485000 2/28 N BRONX BRONX
8000084654 Stated 519 285000 2/28 N HOWELL TOWNSHIP MONMOUTH
8000084676 Full 596 245000 2/28 N MILFORD PIKE
8000084682 Full 525 237000 2/28 N RUTHER GLEN CAROLINE
8000084691 Full 641 454000 2/28 N HYDE PARK SUFFOLK
8000084704 Stated 503 265000 2/28 N NORTH BERGEN HUDSON
8000084708 Full 617 610000 2/28 N JACKSON OCEAN
8000084714 Stated 622 63000 2/28 N READING BERKS
8000084715 Stated 652 300000 2/28 N WORCESTER WORCESTER
8000084720 Full 620 183000 2/28 N LEOMINSTER WORCESTER
8000084753 Stated 577 380000 2/28 N LONG BRANCH MONMOUTH
8000084758 Full 626 578415 343 N GAINSVILLE PRINCE WILLIAM
8000084772 Full 527 155000 2/28 N BRIDGEPORT FAIRFIELD
8000084802 Stated 726 595000 40/30 - 2/28 ARM Y HEMPSTEAD NASSAU
8000084806 Full 585 280000 40/30 - 2/28 ARM Y MAPLE SHADE TOWNSHIP BURLINGTON
8000084818 Stated 752 300000 40/30 - 2/28 ARM Y PATERSON PASSAIC
8000084819 Full 591 405000 2/28 N NEPTUNE MONMOUTH
8000084829 Full 762 305000 40/30 - 2/28 ARM Y JESSUP HOWARD
8000084832 Stated 662 201200 40/30 - 2/28 ARM Y WINDHAM WINDHAM
8000084834 Stated 516 190000 2/28 N HOBE SOUND MARTIN
8000084842 Stated 752 300000 343 N PATERSON PASSAIC
8000084848 Stated 584 385000 2/28 N COPIAGUE SUFFOLK
8000084868 Full 617 283000 2/28 N GERMANTOWN MONTGOMERY
8000084878 Stated 606 118900 2/28 N CLEMENTON CAMDEN
8000084880 Stated 634 135000 2/28 N PHILLIPSBURG WARREN
8000084886 Stated 635 477500 40/30 - 2/28 ARM Y WEST ROXBURY SUFFOLK
8000084893 Full 620 200000 2/28 N ALBANY ALBANY
8000084905 Full 620 183000 343 N LEOMINSTER WORCESTER
8000084906 Stated 538 405000 2/28 N BRENTWOOD SUFFOLK
8000084918 Full 577 128000 2/28 N COLLINGDALE DELAWARE
8000084922 Stated 664 250000 2/28 N NORTH BERGEN HUDSON
8000084930 Full 617 283000 343 N GERMANTON MONTGOMERY
8000084941 Stated 511 320000 2/28 N ODESSA HILLSBOROUGH
8000084945 Full 599 243000 2/28 N KEANSBURG MONMOUTH
8000084954 Stated 733 115000 40/30 - Fixed rate Y PHILADELPHIA PHILADELPHIA
8000084958 Full 541 420000 40/30 - 2/28 ARM Y BALDWIN NASSAU
8000084962 Stated 615 410000 Fixed N BLOOMFIELD ESSEX
8000084973 Stated 617 480000 40/30 - 2/28 ARM Y NEW MILFORD BERGEN
8000084978 Full 762 305000 343 N JESSUP HOWARD
8000084987 Stated 697 551200 40/30 - 2/28 ARM Y BROOKLYN KINGS
8000084988 Full 540 120000 2/28 N PHILADELPHIA PHILADELPHIA
8000084993 Stated 592 330000 2/28 N DOVER MORRIS
8000084994 Stated 556 200000 2/28 N WARWICK KENT
8000085005 Full 572 310000 2/28 N RIEGELSVILLE BUCKS
8000085007 Full 668 530000 40/30 - Fixed rate Y WEST BABYLON SUFFOLK
8000085009 Stated 601 500000 2/28 N CLIFTON PASSAIC
8000085014 Full 608 110000 2/28 N WILMINGTON NEW CASTLE
8000085022 Full 500 177000 2/28 N NORFOLK NORFOLK
8000085032 Full 566 546220 40/30 - 2/28 ARM Y LOVETTSVILLE LOUDOUN
8000085034 Stated 590 240000 40/30 - 2/28 ARM Y NEWARK ESSEX
8000085046 Stated 697 551200 343 N BROOKLYN KINGS
8000085050 Stated 668 125000 2/28 N EGG HARBOR TOWNSHIP ATLANTIC
8000085051 Stated 645 230000 2/28 N PALM BAY BREVARD
8000085052 Stated 664 250000 343 N NORTH BERGEN HUDSON
8000085059 Stated 597 513000 2/28 N ELMONT NASSAU
8000085062 Full 591 54000 2/28 N WESTFIELD TIOGA
8000085064 Full 668 530000 343 N WEST BABYLON SUFFOLK
8000085076 Full 624 268000 40/30 - 2/28 ARM Y WASHINGTON WARREN
8000085084 Stated 635 477500 343 N WEST ROXBURY SUFFOLK
8000085086 Stated 693 461630 40/30 - 2/28 ARM Y GLEN COVE NASSAU
8000085094 Full 694 320000 40/30 - 2/28 ARM Y ROXBURY SUFFOLK
8000085099 Stated 677 318000 2/28 N HEMPSTEAD NASSAU
8000085102 Stated 688 540000 2/28 N YONKERS WESTCHESTER
8000085115 Stated 631 360000 40/30 - 2/28 ARM Y MATTAPAN SUFFOLK
8000085118 Stated 693 461630 343 N GLEN COVE NASSAU
8000085119 Stated 574 369000 2/28 N NORTH PLAINFIELD SOMERSET
8000085121 Stated 672 380000 40/30 - 2/28 ARM Y PROVIDENCE PROVIDENCE
8000085129 Stated 506 200000 2/28 N GLOUCESTER TWP CAMDEN
8000085140 Stated 761 575000 40/30 - 2/28 ARM Y BRONX BRONX
8000085148 Stated 647 386000 2/28 N UNION UNION
8000085151 Full 610 265000 40/30 - 2/28 ARM Y PATERSON PASSAIC
8000085164 Full 608 170000 2/28 N CHICAGO COOK
8000085179 Stated 652 300000 40/30 - 2/28 ARM Y PATERSON PASSAIC
8000085181 Full 608 110000 343 N WILMINGTON NEW CASTLE
8000085182 Full 533 274000 2/28 N SAINT PETERSBURG PINELLAS
8000085183 Full 671 240000 Fixed N CHARLTON WORCESTER
8000085201 Stated 559 430000 2/28 N HEMPSTEAD NASSAU
8000085203 Stated 648 525000 2/28 N ELMSFORD WESTCHESTER
8000085206 Stated 679 361000 40/30 - 2/28 ARM Y JAMAICA QUEENS
8000085208 Stated 712 610000 40/30 - 2/28 ARM Y BROOKLYN KINGS
8000085211 Stated 677 318000 343 N HEMPSTEAD NASSAU
8000085214 Full 594 287000 2/28 N WILMINGTON NEW HANOVER
8000085224 Stated 635 390000 2/28 N WEST ORANGE ESSEX
8000085225 Full 508 95000 Fixed N CYNTHIANA HARRISON
8000085240 Stated 652 300000 343 N PATERSON PASSAIC
8000085256 Stated 564 495000 2/28 N BROOKLYN KINGS
8000085257 Full 602 315000 40/30 - 2/28 ARM Y SEYMOUR NEW HAVEN
8000085268 Full 596 321000 2/28 N BELLEVILLE ESSEX
8000085277 Full 597 182000 2/28 N ELLENVILLE ULSTER
8000085279 Full 584 193000 2/28 N BALLSTON SPA SARATOGA
8000085280 Stated 622 535500 Fixed N BARDONIA ROCKLAND
8000085285 Stated 673 445000 2/28 N BERGENFIELD BERGEN
8000085288 Stated 604 133000 2/28 N TRENTON CITY MERCER
8000085289 Stated 712 610000 343 N BROOKLYN KINGS
8000085291 Stated 586 350000 2/28 N HAMDEN NEW HAVEN
8000085317 Stated 761 575000 343 N BRONX BRONX
8000085318 Full 592 117000 3/27 N SCHENECTADY SCHENECTADY
8000085319 Stated 635 390000 343 N WEST ORANGE ESSEX
8000085322 Stated 527 550000 2/28 N NORTH BERGEN HUDSON
8000085326 Easy 576 325000 2/28 N BRIDGEPORT FAIRFIELD
8000085332 Stated 546 130000 2/28 N PORT CHARLOTTE CHARLOTTE
8000085338 Stated 588 200000 2/28 N BRICK TWP OCEAN
8000085340 Full 572 400000 2/28 N FREEPORT NASSAU
8000085343 Stated 657 380000 2/28 N BAYONNE HUDSON
8000085347 Easy 629 480000 40/30 - 2/28 ARM Y MANALAPAN MONMOUTH
8000085350 Stated 654 307400 2/28 N CORAM SUFFOLK
8000085351 Full 594 129000 2/28 N BALTIMORE BALTIMORE CITY
8000085356 Full 507 415000 2/28 N HILLSBORO BEACH BROWARD
8000085360 Stated 667 505000 40/30 - 2/28 ARM Y NORWALK FAIRFIELD
8000085361 Stated 668 125000 343 N EGG HARBOR TOWNSHIP ATLANTIC
8000085366 Full 633 450000 2/28 N SPRINGFIELD GARDENS QUEENS
8000085367 Full 577 155000 2/28 N WALLKILL ORANGE
8000085369 Full 518 233000 2/28 N PHILADELPHIA PHILADELPHIA
8000085372 Full 556 990000 2/28 N DOBBS FERRY WESTCHESTER
8000085374 Full 547 505000 40/30 - 2/28 ARM Y SCOTTSDALE MARICOPA
8000085388 Full 605 450000 2/28 N MOHEGAN LAKE WESTCHESTER
8000085390 Full 628 146000 Fixed N TROY RENSSELAER
8000085395 Full 633 450000 343 N SPRINGFIELD GARDENS QUEENS
8000085407 Full 594 129000 343 N BALTIMORE BALTIMORE CITY
8000085419 Stated 637 350000 40/30 - 2/28 ARM Y ROOSEVELT NASSAU
8000085429 Full 507 238000 2/28 N AGAWAM HAMPDEN
8000085434 Stated 648 525000 343 N ELMSFORD WESTCHESTER
8000085435 Full 660 355000 40/30 - 2/28 ARM Y BEACON DUTCHESS
8000085436 Stated 611 250000 2/28 N EAST ORANGE ESSEX
8000085440 Full 643 380000 2/28 N MOUNT PLEASANT CHARLESTON
8000085441 Stated 507 550000 2/28 N MOUNT VERNON WESTCHESTER
8000085447 Stated 623 173900 40/30 - 2/28 ARM Y SPENCER WORCESTER
8000085453 Full 594 460000 40/30 - 2/28 ARM Y SICKLERVILLE CAMDEN
8000085457 Stated 619 288000 2/28 N NAPLES COLLIER
8000085458 Stated 657 380000 343 N BAYONNE HUDSON
8000085460 Full 592 393750 343 N BALDWIN NASSAU
8000085463 Full 634 1000000 40/30 - 2/28 ARM Y FAIRFAX STATION FAIRFAX
8000085478 Full 642 117900 2/28 N PALMETTO FULTON
8000085479 Stated 637 597300 40/30 - 2/28 ARM Y JERSEY CITY HUDSON
8000085494 Full 551 445000 40/30 - 2/28 ARM Y HOPEWELL JUNCTION DUTCHESS
8000085501 Full 650 113000 Fixed N GLENS FALLS WARREN
8000085503 Stated 704 215000 40/30 - 2/28 ARM Y ORLANDO ORANGE
8000085524 Full 624 600000 40/30 - 2/28 ARM Y ARNOLD ANNE ARUNDEL
8000085544 Stated 709 311896 40/30 - 2/28 ARM Y NAPLES COLLIER
8000085558 Stated 637 597300 343 N JERSEY CITY HUDSON
8000085571 Full 519 253000 2/28 N LITTLETON GRAFTON
8000085591 Full 660 355000 343 N BEACON DUTCHESS
8000085592 Stated 623 173900 343 N SPENCER WORCESTER
8000085593 Stated 723 340000 2/28 N PASSAIC PASSAIC
8000085600 Stated 542 106000 2/28 N WESTOVER SOMERSET
8000085601 Full 618 275000 2/28 N FORT MYERS LEE
8000085609 Stated 622 445000 2/28 N MIAMI MIAMI-DADE
8000085633 Full 581 662000 40/30 - 2/28 ARM Y EDGARTOWN DUKES
8000085641 Full 642 117900 343 N PALMETTO FULTON
8000085646 Full 526 275000 2/28 N PLAINFIELD UNION
8000085662 Stated 667 313000 2/28 N EAST NORRITON MONTGOMERY
8000085681 Stated 647 899000 2/28 N SAG HARBOR SUFFOLK
8000085694 Stated 549 410000 40/30 - 2/28 ARM Y SAINT ALBANS QUEENS
8000085695 Stated 640 372000 2/28 N DUMONT BERGEN
8000085705 Full 601 315000 40/30 - 2/28 ARM Y LAKEHURST OCEAN
8000085736 Stated 623 400000 2/28 N VALHALLA WESTCHESTER
8000085737 Stated 709 311896 343 N NAPLES COLLIER
8000085743 Full 609 92000 2/28 N PHILADELPHIA PHILADELPHIA
8000085758 Stated 510 264000 2/28 N EAST WINDSOR MERCER
8000085765 Stated 667 313000 343 N EAST NORRITON MONTGOMERY
8000085766 Stated 562 203000 2/28 N ORLANDO ORANGE
8000085767 Full 595 400000 2/28 N TOBYHANNA MONROE
8000085771 Full 592 268000 2/28 N KENNEBUNK YORK
8000085773 Stated 720 287000 2/28 N WEST HAVEN NEW HAVEN
8000085775 Stated 631 500000 40/30 - 2/28 ARM Y ALEXANDRIA FAIRFAX
8000085781 Full 597 83000 2/28 N PRINCETON MERCER
8000085784 Stated 647 522825 40/30 - 2/28 ARM Y WOODBRIDGE PRINCE WILLIAM
8000085792 Full 571 175000 2/28 N MONROE TOWNSHIP MIDDLESEX
8000085797 Full 564 395000 40/30 - 2/28 ARM Y BRONX BRONX
8000085801 Stated 631 500000 343 N ALEXANDRIA FAIRFAX
8000085806 Full 608 135000 40/30 - 2/28 ARM Y WINSTON SALEM FORSYTH
8000085808 Stated 683 529000 40/30 - 2/28 ARM Y ALEXANDRIA FAIRFAX
8000085810 Stated 642 498000 2/28 N ELIZABETH UNION
8000085850 Full 609 316500 40/30 - 2/28 ARM Y MILLERSVILLE ANNE ARUNDEL
8000085857 Stated 720 287000 343 N WEST HAVEN NEW HAVEN
8000085861 Stated 506 240000 2/28 N PORT SAINT LUCIE ST LUCIE
8000085868 Stated 544 145000 2/28 N MONTICELLO SULLIVAN
8000085884 Full 588 144000 2/28 N COMMERCE CITY ADAMS
8000085889 Stated 738 400000 Fixed N WESTBURY NASSAU
8000085901 Full 623 620000 Fixed N OLD BRIDGE MIDDLESEX
8000085912 Stated 551 620000 2/28 N RIDGEFIELD FAIRFIELD
8000085921 Stated 680 347000 2/28 N HYATTSVILLE PRINCE GEORGES
8000085926 Stated 738 400000 343 N WESTBURY NASSAU
8000085930 Full 560 323000 40/30 - 2/28 ARM Y SALEM ESSEX
8000085964 Stated 686 360000 40/30 - 2/28 ARM Y UNION UNION
8000085987 Full 682 280000 2/28 N FEDERALSBURG CAROLINE
8000085996 Stated 680 347000 343 N HYATTSVILLE PRINCE GEORGES
8000086001 Full 552 300000 2/28 N OXON HILL PRINCE GEORGES
8000086011 Stated 621 305479 40/30 - 2/28 ARM Y ASBURY PARK CITY MONMOUTH
8000086015 Stated 570 720000 2/28 N WEST LONG BRANCH MONMOUTH
8000086016 Full 535 165000 2/28 N LOUISA LOUISA
8000086020 Full 658 340000 Fixed N STATEN ISLAND RICHMOND
8000086022 Stated 623 400000 343 N VALHALLA WESTCHESTER
8000086039 Full 682 195000 Fixed N YORK YORK
8000086047 Full 588 144000 343 N COMMERCE CITY ADAMS
8000086060 Stated 555 320000 40/30 - 2/28 ARM Y WARWICK KENT
8000086063 Stated 595 470000 40/30 - 2/28 ARM Y SOUTH BOSTON SUFFOLK
8000086072 Stated 574 260000 2/28 N EAST HARTFORD HARTFORD
8000086081 Full 580 163000 2/28 N RENSSELAER RENSSELAER
8000086099 Full 608 260000 2/28 N EDGEWATER PARK BURLINGTON
8000086111 Stated 663 250000 40/30 - 2/28 ARM Y ORANGE ESSEX
8000086116 Full 628 142000 2/28 N ORLANDO ORANGE
8000086122 Stated 588 320000 40/30 - 2/28 ARM Y JERSEY CITY HUDSON
8000086125 Full 579 200000 2/28 N COLCHESTER NEW LONDON
8000086142 Stated 657 312500 2/28 N LONG BRANCH MONMOUTH
8000086143 Full 646 266400 40/30 - 3/27 ARM Y WAPPINGERS FALLS DUTCHESS
8000086161 Full 630 250000 2/28 N HAMDEN NEW HAVEN
8000086165 Full 710 345000 2/28 N TUXEDO PARK ORANGE
8000086167 Full 590 359000 2/28 N BOWIE PRINCE GEORGES
8000086176 Stated 686 360000 343 N UNION UNION
8000086189 Full 646 266400 343 N WAPPINGERS FALLS DUTCHESS
8000086204 Full 623 550000 40/30 - Fixed rate Y BROOKLYN KINGS
8000086219 Full 561 93500 2/28 N BONNE TERRE ST FRANCOIS
8000086225 Full 675 139000 Fixed N LUZERNE LUZERNE
8000086234 Stated 628 217000 2/28 N PLYMOUTH PLYMOUTH
8000086242 Stated 589 610000 40/30 - 2/28 ARM Y TISBURY DUKES
8000086243 Stated 687 350000 40/30 - 2/28 ARM Y ALEXANDRIA FAIRFAX
8000086246 Full 552 299000 2/28 N PHILADELPHIA PHILADELPHIA
8000086252 Full 663 212750 2/28 N ONEONTA OTSEGO
8000086256 Stated 510 317000 2/28 N DANBURY FAIRFIELD
8000086261 Stated 558 350000 2/28 N BRIDGEWATER SOMERSET
8000086262 Stated 647 450000 Fixed N CLIFTON PASSAIC
8000086264 Stated 524 320000 2/28 N CUMBERLAND PROVIDENCE
8000086274 Stated 647 450000 343 N CLIFTON PASSAIC
8000086276 Stated 628 217000 343 N PLYMOUTH PLYMOUTH
8000086277 Stated 606 255000 2/28 N WHITSETT GUILFORD
8000086297 Full 551 400000 2/28 N NEW FAIRFIELD FAIRFIELD
8000086312 Stated 564 255000 2/28 N PHILADELPHIA PHILADELPHIA
8000086322 Stated 687 350000 343 N ALEXANDRIA FAIRFAX
8000086347 Full 613 270000 40/30 - 2/28 ARM Y ATLANTA FULTON
8000086351 Stated 582 218000 2/28 N ELIZABETH UNION
8000086355 Stated 624 515000 2/28 N BROOKLYN KINGS
8000086359 Full 571 159000 2/28 N MAULDIN GREENVILLE
8000086385 Full 504 157500 2/28 N ELWOOD ATLANTIC
8000086405 Stated 698 520000 2/28 N SADDLE BROOK BERGEN
8000086414 Stated 655 344210 40/30 - 2/28 ARM Y LOUISA LOUISA
8000086415 Stated 590 365000 40/30 - 2/28 ARM Y RAHWAY UNION
8000086417 Stated 647 190000 2/28 N STAMFORD FAIRFIELD
8000086426 Stated 535 500000 2/28 N PASSAIC PASSAIC
8000086430 Stated 749 335000 2/28 N IRVINGTON ESSEX
8000086437 Stated 632 359900 40/30 - 2/28 ARM Y MATTAPAN SUFFOLK
8000086443 Stated 698 520000 343 N SADDLE BROOK BERGEN
8000086452 Stated 522 525000 2/28 N BROOKLYN KINGS
8000086457 Full 656 450000 Fixed N CENTRAL ISLIP SUFFOLK
8000086464 Stated 629 172000 2/28 N PHILADELPHIA PHILADELPHIA
8000086472 Stated 652 171900 2/28 N POMPANO BEACH BROWARD
8000086507 Full 536 210000 2/28 N CHAPLIN WINDHAM
8000086519 Stated 651 790000 Fixed N WOODSIDE QUEENS
8000086520 Stated 632 359900 343 N MATTAPAN SUFFOLK
8000086521 Stated 677 360000 40/30 - 2/28 ARM Y PATERSON PASSAIC
8000086528 Full 583 330000 40/30 - 2/28 ARM Y EAST BRUNSWICK MIDDLESEX
8000086536 Full 566 167000 40/30 - 2/28 ARM Y ELIZABETH ALLEGHENY
8000086539 Full 582 288000 2/28 N PERTH AMBOY MIDDLESEX
8000086548 Stated 665 170000 2/28 N KINGSTON ULSTER
8000086553 Full 538 188000 2/28 N LEVITTOWN BUCKS
8000086555 Stated 713 460000 2/28 N LONG BRANCH MONMOUTH
8000086565 Stated 596 250000 2/28 N WALDEN ORANGE
8000086568 Stated 551 463800 40/30 - 2/28 ARM Y LONDONBERRY ROCKINGHAM
8000086578 Full 610 350000 40/30 - 2/28 ARM Y BLOOMINGDALE DU PAGE
8000086586 Full 576 155000 2/28 N PENNSAUKEN CAMDEN
8000086589 Full 597 159900 2/28 N TOBYHANNA MONROE
8000086594 Stated 662 300000 2/28 N FREEHOLD MONMOUTH
8000086599 Full 596 240000 2/28 N EAST HAMPTON MIDDLESEX
8000086601 Full 624 72000 3/27 N CAMDEN CAMDEN
8000086611 Full 616 142900 Fixed N MIRAMAR BROWARD
8000086613 Stated 535 378000 2/28 N JERSEY CITY HUDSON
8000086616 Full 617 345000 2/28 N SPARTA SUSSEX
8000086617 Full 577 855000 2/28 N BROOKLYN KINGS
8000086619 Stated 601 112000 2/28 N BEAVER FALLS BEAVER
8000086639 Full 580 255000 2/28 N TERRYVILLE LITCHFIELD
8000086643 Stated 656 294900 40/30 - 2/28 ARM Y SEYMOUR NEW HAVEN
8000086648 Full 651 196000 2/28 N HIGHGATE FRANKLIN
8000086658 Full 669 440000 Fixed N PATERSON PASSAIC
8000086663 Stated 656 294900 343 N SEYMOUR NEW HAVEN
8000086685 Full 627 172000 Fixed N BRONX BRONX
8000086698 Full 602 321000 40/30 - 2/28 ARM Y UNION BEACH MONMOUTH
8000086727 Stated 654 372000 2/28 N ELIZABETH UNION
8000086730 Stated 601 348000 2/28 N STAMFORD FAIRFIELD
8000086732 Stated 640 430000 2/28 N BRONX BRONX
8000086738 Full 602 321000 343 N UNION BEACH MONMOUTH
8000086751 Full 724 687000 40/30 - 2/28 ARM Y FOREST HILLS QUEENS
8000086757 Stated 623 774000 40/30 - 2/28 ARM Y EAST ELMHURST QUEENS
8000086761 Full 539 855000 2/28 N HOWELL MONMOUTH
8000086773 Stated 657 700000 40/30 - Fixed rate Y HACKENSACK BERGEN
8000086788 Stated 640 430000 343 N BRONX BRONX
8000086789 Full 653 179900 2/28 N WARMINSTER BUCKS
8000086800 Full 602 255000 2/28 N COVENTRY KENT
8000086801 Stated 684 72608 2/28 N SCHENECTADY SCHENECTADY
8000086803 Stated 654 372000 343 N ELIZABETH UNION
8000086805 Full 574 157940 2/28 N GREENFIELD SARATOGA
8000086820 Full 620 610000 2/28 N HOLLIS QUEENS
8000086827 Full 639 174000 2/28 N ALBANY ALBANY
8000086843 Stated 646 368544 2/28 N MASTIC BEACH SUFFOLK
8000086851 Full 545 90000 2/28 N CORNING STEUBEN
8000086856 Full 589 70000 2/28 N PHILADELPHIA PHILADELPHIA
8000086883 Full 730 530000 40/30 - 2/28 ARM Y SOUTH OZONE PARK QUEENS
8000086899 Full 594 239000 2/28 N EFFORT MONROE
8000086900 Stated 744 494681 40/30 - 2/28 ARM Y OZONE PARK QUEENS
8000086906 Full 730 530000 343 N SOUTH OZONE PARK QUEENS
8000086915 Stated 697 397000 2/28 N MIDDLETOWN TWP MONMOUTH
8000086925 Full 570 107900 2/28 N ALLENTOWN LEHIGH
8000086943 Stated 662 200000 Fixed N CATSKILL GREENE
8000086945 Stated 534 625000 2/28 N YONKERS WESTCHESTER
8000086947 Full 621 1075000 5/25 N SHORT HILLS ESSEX
8000086961 Stated 704 395000 40/30 - 2/28 ARM Y HOLLIS QUEENS
8000086971 Full 654 122500 40/30 - 2/28 ARM Y FALL RIVER BRISTOL
8000086977 Full 654 122500 343 N FALL RIVER BRISTOL
8000086983 Full 669 440000 343 N PATERSON PASSAIC
8000086984 Stated 744 494681 343 N OZONE PARK QUEENS
8000087000 Full 624 235000 2/28 N NORTH PROVIDENCE PROVIDENCE
8000087007 Stated 672 355000 Fixed N W. BABYLON SUFFOLK
8000087009 Full 601 295000 2/28 N HADDAM MIDDLESEX
8000087018 Stated 526 394000 2/28 N BROOKLYN KINGS
8000087024 Stated 621 375000 2/28 N SAINT ALBANS QUEENS
8000087025 Full 546 280000 2/28 N BURLINGTON TOWNSHIP BURLINGTON
8000087028 Stated 626 806000 40/30 - 2/28 ARM Y CLINTON MIDDLESEX
8000087036 Stated 649 535000 2/28 N FARMINGDALE NASSAU
8000087040 Stated 516 610000 40/30 - 2/28 ARM Y BRONX BRONX
8000087042 Stated 508 384000 2/28 N GREENBROOK SOMERSET
8000087062 Stated 621 237000 2/28 N WATERBURY NEW HAVEN
8000087066 Full 609 345000 Fixed N WASHINGTON
8000087076 Stated 672 355000 343 N W. BABYLON SUFFOLK
8000087080 Stated 524 440000 2/28 N ENGLEWOOD BERGEN
8000087097 Full 623 275000 40/30 - 2/28 ARM Y WHITINSVILLE WORCESTER
8000087099 Full 563 200000 2/28 N WESTVILLE GLOUCESTER
8000087103 Stated 550 415000 2/28 N MILFORD NEW HAVEN
8000087107 Stated 626 806000 343 N CLINTON MIDDLESEX
8000087118 Stated 621 237000 343 N WATERBURY NEW HAVEN
8000087122 Stated 589 260000 2/28 N VILLAS CAPE MAY
8000087131 Full 742 840000 3/27 N SAN FRANCISCO SAN FRANCISCO
8000087132 Stated 646 406500 2/28 N ABERDEEN TWP. MONMOUTH
8000087133 Stated 621 375000 343 N SAINT ALBANS QUEENS
8000087141 Stated 554 324000 40/30 - 2/28 ARM Y MANCHESTER TWSP OCEAN
8000087144 Stated 698 417000 40/30 - 2/28 ARM Y WOODBRIDGE PRINCE WILLIAM
8000087146 Full 658 505000 40/30 - 2/28 ARM Y BRONX BRONX
8000087159 Stated 642 430000 2/28 N HEMPSTEAD NASSAU
8000087162 Stated 563 176000 2/28 N MAGNOLIA CAMDEN
8000087179 Full 643 500000 2/28 N SLEEPY HOLLOW WESTCHESTER
8000087182 Full 621 625000 2/28 N FRANKLIN TWP SOMERSET
8000087195 Stated 685 375000 2/28 N ROSELLE UNION
8000087210 Stated 539 245000 40/30 - 2/28 ARM Y MIRAMAR BROWARD
8000087211 Stated 511 485000 2/28 N BLOOMFIELD ESSEX
8000087212 Stated 711 505000 40/30 - Fixed rate Y WASHINGTON
8000087217 Full 658 505000 343 N BRONX BRONX
8000087222 Stated 703 412000 40/30 - 2/28 ARM Y FAR ROCKAWAY QUEENS
8000087235 Full 545 290000 40/30 - 2/28 ARM Y EAST WAKEFIELD CARROLL
8000087242 Full 633 285000 2/28 N STOUGHTON NORFOLK
8000087243 Stated 674 308000 2/28 N NEW HAVEN NEW HAVEN
8000087249 Stated 630 448000 40/30 - 2/28 ARM Y AMITYVILLE SUFFOLK
8000087251 Stated 698 417000 343 N WOODBRIDGE PRINCE WILLIAM
8000087254 Stated 775 275000 2/28 N SCITUATE PROVIDENCE
8000087274 Stated 787 400000 2/28 N MAPLEWOOD ESSEX
8000087290 Full 606 290000 2/28 N BRICK OCEAN
8000087291 Full 610 520000 2/28 N SAYREVILLE MIDDLESEX
8000087293 Stated 703 412000 343 N FAR ROCKAWAY QUEENS
8000087310 Stated 647 450000 40/30 - 2/28 ARM Y MIAMI MIAMI-DADE
8000087311 Full 653 715000 Fixed N FREEHOLD TWP MONMOUTH
8000087326 Stated 648 434600 40/30 - 2/28 ARM Y ROOSEVELT NASSAU
8000087327 Stated 628 115900 40/30 - 2/28 ARM Y FORT WAYNE ALLEN
8000087329 Stated 685 375000 343 N ROSELLE UNION
8000087335 Full 584 99900 40/30 - 2/28 ARM Y CROWN POINT LAKE
8000087337 Full 587 249000 40/30 - 2/28 ARM Y CAPITOL HEIGHTS PRINCE GEORGES
8000087352 Stated 647 450000 343 N MIAMI MIAMI-DADE
8000087361 Stated 648 434600 343 N ROOSEVELT NASSAU
8000087362 Stated 628 115900 343 N FORT WAYNE ALLEN
8000087367 Full 610 520000 343 N SAYREVILLE MIDDLESEX
8000087372 Full 643 375000 2/28 N OSSINING WESTCHESTER
8000087375 Full 533 246000 2/28 N WEST HAVEN NEW HAVEN
8000087380 Full 596 185000 2/28 N WARWICK KENT
8000087381 Full 582 380000 40/30 - 2/28 ARM Y STATEN ISLAND RICHMOND
8000087383 Stated 530 180000 2/28 N FOLSOM DELAWARE
8000087390 Full 677 185000 Fixed N WATERVLIET ALBANY
8000087397 Stated 658 420000 2/28 N UNIONDALE NASSAU
8000087400 Stated 533 204000 2/28 N DELTONA VOLUSIA
8000087406 Full 653 179900 343 N WARMINSTER BUCKS
8000087420 Full 652 225000 Fixed N STANHOPE SUSSEX
8000087441 Full 539 84000 Fixed N LOUISVILLE JEFFERSON
8000087443 Full 653 715000 343 N FREEHOLD MONMOUTH
8000087445 Stated 530 220000 2/28 N HOPATCONG SUSSEX
8000087480 Full 608 128000 2/28 N PHILADELPHIA PHILADELPHIA
8000087482 Stated 646 265000 40/30 - 2/28 ARM Y FORT WASHINGTON PRINCE GEORGES
8000087487 Stated 657 382000 2/28 N ELKRIDGE HOWARD
8000087495 Full 555 420000 2/28 N WALDWICK BERGEN
8000087499 Stated 544 545000 2/28 N SPRINGFIELD GARDENS QUEENS
8000087504 Stated 705 800000 40/30 - 2/28 ARM Y FREEHOLD MONMOUTH
8000087512 Stated 648 651000 2/28 N FLORAL PARK NASSAU
8000087513 Stated 568 223000 40/30 - 2/28 ARM Y SLATINGTON LEHIGH
8000087515 Full 582 146000 2/28 N BRISTOL HARTFORD
8000087516 Full 588 242900 2/28 N FORT MYERS LEE
8000087523 Stated 657 382000 343 N ELKRIDGE HOWARD
8000087526 Stated 622 175000 2/28 N OPA LOCKA MIAMI-DADE
8000087546 Stated 559 275000 2/28 N LAFAYETTE SUSSEX
8000087565 Full 588 136000 Fixed N PHILADELPHIA PHILADELPHIA
8000087603 Stated 558 880000 40/30 - 2/28 ARM Y WALTHAM MIDDLESEX
8000087611 Full 504 325000 2/28 N LANDING MORRIS
8000087624 Full 566 350000 2/28 N FAIRLAWN BERGEN
8000087633 Full 602 323000 Fixed N IRVINGTON ESSEX
8000087639 Stated 643 209000 2/28 N EAST HARTFORD HARTFORD
8000087645 Stated 505 235000 2/28 N WEST HAVEN NEW HAVEN
8000087646 Full 589 591600 2/28 N EAST ELMHURST QUEENS
8000087652 Stated 628 380000 40/30 - 2/28 ARM Y ROXBURY TOWNSHIP MORRIS
8000087663 Stated 679 375000 40/30 - 2/28 ARM Y ELIZABETH UNION
8000087664 Stated 670 385000 2/28 N MIAMI MIAMI-DADE
8000087666 Full 552 210000 Fixed N NEW HAVEN NEW HAVEN
8000087686 Stated 643 209000 343 N EAST HARTFORD HARTFORD
8000087696 Full 547 145000 2/28 N WASILLA MATANUSKA SUSITNA
8000087704 Stated 628 380000 343 N ROXBURY TOWNSHIP MORRIS
8000087706 Stated 647 600000 40/30 - 2/28 ARM Y BEDFORD HILLS WESTCHESTER
8000087722 Full 629 185000 2/28 N MARLBOROUGH MIDDLESEX
8000087724 Stated 581 520000 2/28 N TAKOMA PARK MONTGOMERY
8000087727 Stated 660 440000 40/30 - 2/28 ARM Y GLEN HEAD NASSAU
8000087729 Full 645 300000 2/28 N HIALEAH MIAMI-DADE
8000087730 Stated 602 185000 2/28 N NEW HAVEN NEW HAVEN
8000087732 Full 557 211000 40/30 - 2/28 ARM Y NEW BRITAIN HARTFORD
8000087735 Stated 670 385000 343 N MIAMI MIAMI-DADE
8000087737 Stated 679 375000 343 N ELIZABETH UNION
8000087745 Full 631 355000 2/28 N DORAL MIAMI-DADE
8000087753 Stated 685 450000 40/30 - 2/28 ARM Y ROOSEVELT NASSAU
8000087756 Stated 686 328000 2/28 N MANASSAS PRINCE WILLIAM
8000087758 Stated 650 495000 2/28 N NORWALK FAIRFIELD
8000087761 Full 578 400000 40/30 - 2/28 ARM Y NEW MILFORD LITCHFIELD
8000087769 Stated 685 450000 343 N ROOSEVELT NASSAU
8000087774 Stated 630 340000 40/30 - 2/28 ARM Y BLOOMFIELD ESSEX
8000087778 Stated 686 328000 343 N MANASSAS PRINCE WILLIAM
8000087782 Full 556 200000 2/28 N STILLWATER SARATOGA
8000087786 Stated 641 307000 40/30 - 2/28 ARM Y FALL RIVER BRISTOL
8000087792 Stated 633 287000 2/28 N LYNN ESSEX
8000087812 Stated 670 535000 2/28 N NORTH ARLINGTON BERGEN
8000087815 Full 595 345000 2/28 N KEYPORT MONMOUTH
8000087823 Stated 803 500000 40/30 - 2/28 ARM Y BRONX BRONX
8000087828 Stated 551 515000 2/28 N NORWALK FAIRFIELD
8000087851 Stated 700 354000 40/30 - 2/28 ARM Y CLINTON PRINCE GEORGES
8000087868 Stated 803 500000 343 N BRONX BRONX
8000087883 Full 638 250000 2/28 N WEST WARWICK KENT
8000087896 Stated 700 354000 343 N CLINTON PRINCE GEORGES
8000087903 Stated 705 800000 343 N FREEHOLD MONMOUTH
8000087909 Stated 630 340000 343 N BLOOMFIELD ESSEX
8000087928 Stated 629 435000 2/28 N BROOKLYN KINGS
8000087938 Full 599 225000 Fixed N EXETER WASHINGTON
8000087945 Full 535 465000 2/28 N CAMBRIA HEIGHTS QUEENS
8000087949 Full 630 318000 40/30 - 2/28 ARM Y JERSEY CITY HUDSON
8000087952 Full 597 184458 2/28 N SHARPSBURG COWETA
8000087955 Full 560 175000 2/28 N BANGOR NORTHAMPTON
8000087956 Stated 643 350000 40/30 - 2/28 ARM Y CENTEREACH SUFFOLK
8000087962 Full 638 800000 2/28 N STAMFORD FAIRFIELD
8000087969 Full 619 173000 2/28 N ASHLAND GRAFTON
8000087985 Stated 518 225000 2/28 N MINNEOLA LAKE
8000088000 Full 578 92000 2/28 N CAMDEN CITY CAMDEN
8000088011 Full 604 339000 343 N PLYMOUTH PLYMOUTH
8000088015 Stated 674 277000 2/28 N WOODBRIDGE TWP MIDDLESEX
8000088033 Full 673 207900 2/28 N NEW LONDON NEW LONDON
8000088038 Full 631 85000 Fixed N PHILADELPHIA PHILADELPHIA
8000088046 Full 532 72000 2/28 N PITTSBURGH ALLEGHENY
8000088050 Full 583 500000 40/30 - 2/28 ARM Y EVERETT MIDDLESEX
8000088052 Stated 553 175000 3/27 N MAGNOLIA CAMDEN
8000088080 Stated 519 550000 2/28 N ALEXANDRIA FAIRFAX
8000088089 Full 631 225000 40/30 - 2/28 ARM Y SOUTHBRIDGE WORCESTER
8000088091 Stated 632 550000 2/28 N YONKERS WESTCHESTER
8000088096 Stated 656 300000 2/28 N WEEHAWKIN HUDSON
8000088099 Full 604 575000 40/30 - 2/28 ARM Y HOPATCONG SUSSEX
8000088100 Full 570 190000 2/28 N KILLINGLY WINDHAM
8000088103 Full 551 400000 2/28 N RAHWAY UNION
8000088107 Stated 614 575000 2/28 N ELIZABETH UNION
8000088117 Stated 535 164000 2/28 N WEYMOUTH NORFOLK
8000088134 Stated 548 191000 2/28 N HUDSON HILLSBOROUGH
8000088158 Full 595 88000 2/28 N PHILADELPHIA PHILADELPHIA
8000088159 Full 515 270000 2/28 N MILLTOWN MIDDLESEX
8000088175 Full 587 284000 2/28 N MILFORD NEW HAVEN
8000088177 Full 584 363000 2/28 N DENNIS BARNSTABLE
8000088193 Stated 636 192000 2/28 N ROYERSFORD MONTGOMERY
8000088200 Full 575 285000 2/28 N TINTON FALLS MONMOUTH
8000088204 Full 606 100000 Fixed N PITTSBURGH ALLEGHENY
8000088205 Stated 554 110000 2/28 N COHOES ALBANY
8000088214 Stated 507 355000 Fixed N ACUSHNET BRISTOL
8000088220 Stated 680 338000 40/30 - 2/28 ARM Y SOUTH BURLINGTON CHITTENDEN
8000088227 Stated 654 459000 40/30 - 2/28 ARM Y UNION CITY HUDSON
8000088228 Full 652 188500 2/28 N LANCASTER LANCASTER
8000088231 Stated 579 160000 40/30 - 2/28 ARM Y VINELAND CUMBERLAND
8000088234 Stated 553 750000 2/28 N EAST HADDAM MIDDLESEX
8000088240 Full 548 200000 2/28 N HARTFORD HARTFORD
8000088252 Full 663 165000 40/30 - 2/28 ARM Y MILWAUKEE MILWAUKEE
8000088253 Full 560 118000 2/28 N BRISTOL BUCKS
8000088259 Stated 699 410000 2/28 N BROOKLYN KINGS
8000088269 Stated 639 283000 2/28 N MANCHESTER HARTFORD
8000088283 Stated 575 470000 40/30 - 2/28 ARM Y KEARNY HUDSON
8000088286 Stated 699 410000 343 N BROOKLYN KINGS
8000088289 Stated 688 354000 40/30 - 2/28 ARM Y HYATTSVILLE PRINCE GEORGES
8000088294 Full 766 520000 40/30 - 2/28 ARM Y BRONX BRONX
8000088296 Stated 673 460000 40/30 - 2/28 ARM Y LINDEN UNION
8000088301 Stated 639 283000 343 N MANCHESTER HARTFORD
8000088303 Full 655 380000 2/28 N HEMPSTEAD NASSAU
8000088304 Full 652 188500 343 N LANCASTER LANCASTER
8000088308 Stated 680 338000 343 N SOUTH BURLINGTON CHITTENDEN
8000088318 Stated 659 450000 2/28 N FREEPORT NASSAU
8000088319 Stated 561 78000 2/28 N MOUNDSVILLE MARSHALL
8000088321 Full 509 260000 Fixed N WASHINGTON
8000088325 Full 583 217000 2/28 N HARRINGTON KENT
8000088331 Stated 659 450000 343 N FREEPORT NASSAU
8000088337 Stated 636 192000 343 N ROYERSFORD MONTGOMERY
8000088352 Stated 647 365000 40/30 - 2/28 ARM Y CENTRAL ISLIP SUFFOLK
8000088360 Stated 688 354000 343 N HYATTSVILLE PRINCE GEORGES
8000088376 Full 642 220000 40/30 - 2/28 ARM Y NEWARK NEW CASTLE
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8000088096 07086 2342.13 1st 6/1/2006 -61372 6/1/2008
8000088099 07821 3736.31 1st 6/1/2006 -30837 6/1/2008
8000088100 06241 1145.57 1st 6/1/2006 -11003 6/1/2008
8000088103 07065 2459.34 1st 7/1/2006 -44578 7/1/2008
8000088107 07202 3424.85 1st 6/1/2006 -8625 6/1/2008
8000088117 02191 1055.64 1st 7/1/2006 -27416 7/1/2008
8000088134 03051 1254.55 1st 7/1/2006 -23089 7/1/2008
8000088158 19120 563.24 1st 6/1/2006 -1812 6/1/2008
8000088159 08850 1784.82 1st 6/1/2006 -51351 6/1/2008
8000088175 06460 1588.62 1st 7/1/2006 8056 7/1/2008
8000088177 02660 1736.01 1st 6/1/2006 -25926 6/1/2008
8000088193 19468 1213.87 1st 6/1/2006 -1889 6/1/2008
8000088200 07753 1633.42 1st 7/1/2006 51629 7/1/2008
8000088204 15219 635.6 1st 6/1/2006 -1528
8000088205 12047 663.82 1st 6/1/2006 -15829 6/1/2008
8000088214 02743 2483.07 1st 6/1/2006 -5873
8000088220 05403 1951.5 1st 6/1/2006 8272 6/1/2008
8000088227 07087 2550.43 1st 7/1/2006 8563 7/1/2008
8000088228 17601 1054.42 1st 6/1/2006 -35183 6/1/2008
8000088231 08360 987.35 1st 7/1/2006 -22599 7/1/2008
8000088234 06423 5023.26 1st 7/1/2006 -28058 7/1/2008
8000088240 06112 1283.14 1st 7/1/2006 -13795 7/1/2008
8000088252 53216 1060.5 1st 6/1/2006 2815 6/1/2008
8000088253 19007 592.71 1st 6/1/2006 56908 6/1/2008
8000088259 11208 2315.93 1st 6/1/2006 15877 6/1/2008
8000088269 06040 1732.81 1st 6/1/2006 8227 6/1/2008
8000088283 07032 2747.11 1st 7/1/2006 -14932 7/1/2008
8000088286 11208 767 2nd 6/1/2006 649
8000088289 20781 2195.41 1st 6/1/2006 7886 6/1/2008
8000088294 10456 3113.12 1st 6/1/2006 19286 6/1/2008
8000088296 07036 2666.56 1st 7/1/2006 -175196 7/1/2008
8000088301 06040 604.07 2nd 6/1/2006 549
8000088303 11550 2587.32 1st 7/1/2006 -78809 7/1/2008
8000088304 17601 332.24 2nd 6/1/2006 -35034
8000088308 05403 632.31 2nd 6/1/2006 949
8000088318 11520 2529.51 1st 7/1/2006 -52922 7/1/2008
8000088319 26041 528.39 1st 6/1/2006 -11718 6/1/2008
8000088321 20032 1060.68 1st 7/1/2006 -44154
8000088325 19952 1379.24 1st 6/1/2006 -6351 6/1/2008
8000088331 11520 678.77 2nd 7/1/2006 -72401
8000088337 19468 425.54 2nd 6/1/2006 -13512
8000088352 11722 2019.37 1st 7/1/2006 -6994 7/1/2008
8000088360 20781 675.59 2nd 6/1/2006 799
8000088376 19702 1080.96 1st 6/1/2006 1363 6/1/2008
8000088379 06249 1334.46 1st 6/1/2006 -6151 6/1/2008
8000088384 05739 1381.4 1st 7/1/2006 -10422 7/1/2008
8000088389 11520 2112.91 1st 7/1/2006 14669 7/1/2008
8000088403 07205 2197.7 1st 7/1/2006 -35047 7/1/2008
8000088405 32837 1580.23 1st 6/1/2006 -2077 6/1/2008
8000088406 06825 1933.54 1st 6/1/2006 24582 6/1/2008
8000088409 14616 578.97 1st 7/1/2006 4165 7/1/2008
8000088417 07095 1161.06 1st 6/1/2006 -2221 6/1/2008
8000088443 06053 734.27 1st 6/1/2006 -3679 6/1/2008
8000088448 10469 2074.6 1st 6/1/2006 -28342 6/1/2008
8000088454 19702 387.76 2nd 6/1/2006 -4251
8000088457 11423 2193.29 1st 7/1/2006 -317482
8000088501 11415 2546.14 1st 7/1/2006 -3100 7/1/2008
8000088509 06401 1647.98 1st 6/1/2006 36859 6/1/2008
8000088524 06850 2513.63 1st 7/1/2006 -40559
8000088529 34429 1085.01 1st 7/1/2006 -32625
8000088531 10306 2441.98 1st 7/1/2006 -124410 7/1/2008
8000088540 11746 2271.15 1st 6/1/2006 19729 6/1/2008
8000088547 22310 2511.95 1st 6/1/2006 10945 6/1/2008
8000088559 08087 2332.51 1st 7/1/2006 -142233 7/1/2008
8000088565 11746 903.58 2nd 6/1/2006 649
8000088588 10314 2345.99 1st 7/1/2006 -1405 7/1/2008
8000088591 11429 2375.76 1st 7/1/2006 -61784
8000088615 33066 2427.77 1st 7/1/2006 34944 7/1/2008
8000088624 02905 2004 1st 7/1/2006 -18187 7/1/2008
8000088631 20002 933.18 1st 6/1/2006 -102867 6/1/2008
8000088649 02909 1596.4 1st 7/1/2006 1179 7/1/2008
8000088677 11706 2102.7 1st 7/1/2006 12221 7/1/2008
8000088707 53209 752.3 1st 7/1/2006 -7241 7/1/2008
8000088732 07001 2182.03 1st 7/1/2006 21373 7/1/2008
8000088736 11221 3618.79 1st 7/1/2006 -62366 7/1/2008
8000088737 11971 4897.98 1st 7/1/2006 -40044 7/1/2008
8000088744 20886 1736.01 1st 6/1/2006 10365 6/1/2008
8000088747 11735 1035.19 2nd 6/1/2006 -76084
8000088752 11236 3539.77 1st 7/1/2006 -5356 7/1/2008
8000088761 06052 1037.05 1st 7/1/2006 -16018 7/1/2008
8000088762 33935 2789.55 1st 6/1/2006 -40282 6/1/2008
8000088778 07111 1474.51 1st 6/1/2006 -7437 6/1/2008
8000088780 20886 632.22 2nd 6/1/2006 1198
8000088801 18346 1486.33 1st 7/1/2006 -22724 7/1/2008
8000088834 11419 2779.69 1st 6/1/2006 -141028
8000088835 07018 1689.69 1st 7/1/2006 -50834 7/1/2008
8000088874 02909 1294.29 1st 7/1/2006 -28263 7/1/2008
8000088882 07064 1697 1st 7/1/2006 -37330 7/1/2008
8000088888 11435 2404.55 1st 7/1/2006 11061 7/1/2008
8000088900 20783 2492.52 1st 7/1/2006 10415 7/1/2008
8000088913 22554 1902.93 1st 6/1/2006 11944 6/1/2008
8000088923 01757 2441.98 1st 7/1/2006 -22692 7/1/2008
8000088947 02864 1310.85 1st 6/1/2006 -4257
8000088953 22554 633 2nd 6/1/2006 2049
8000088958 33510 1273.14 1st 7/1/2006 -12222 7/1/2008
8000088974 02907 1906.25 1st 7/1/2006 -14362 7/1/2008
8000088978 01535 1592.42 1st 7/1/2006 1670
8000088982 08722 1680.19 1st 7/1/2006 -11219 7/1/2008
8000088988 06878 5604.61 1st 7/1/2006 205753 7/1/2008
8000089008 02026 2311.71 1st 7/1/2006 -3640 7/1/2008
8000089013 02861 1301.14 1st 7/1/2006 -23122 7/1/2008
8000089019 02125 2484.47 1st 7/1/2006 -24437 7/1/2008
8000089020 22407 2632.1 1st 7/1/2006 13199 7/1/2008
8000089026 07107 1826.41 1st 7/1/2006 -28909 7/1/2008
8000089059 10469 2052.24 1st 7/1/2006 -7859 7/1/2008
8000089062 11412 2792.47 1st 6/1/2006 -2930
8000089064 22015 2130.98 1st 6/1/2006 -5510 6/1/2008
8000089087 07753 1849.88 1st 7/1/2006 -64371 7/1/2008
8000089091 07054 3268.52 1st 6/1/2006 -11600 6/1/2008
8000089093 22015 709.01 2nd 6/1/2006 969
8000089094 10469 2280.57 1st 7/1/2006 -5067 7/1/2008
8000089097 01609 1674.36 1st 6/1/2006 -1859 6/1/2008
8000089124 22044 1475.61 1st 6/1/2006 -903 6/1/2008
8000089137 53216 1200.22 1st 7/1/2006 -48912 7/1/2008
8000089146 07302 1849.88 1st 7/1/2006 -17975 7/1/2008
8000089147 08251 1518.51 1st 7/1/2006 -14282 7/1/2008
8000089149 33035 1120.09 1st 7/1/2006 7756 7/1/2008
8000089172 11412 924.36 2nd 6/1/2006 -19710
8000089176 07022 2542.31 1st 7/1/2006 -8302 7/1/2008
8000089214 03246 904.2 1st 7/1/2006 -27071 7/1/2008
8000089257 07055 2637.7 1st 7/1/2006 -48801 7/1/2008
8000089259 43207 734.06 1st 7/1/2006 7143
8000089268 11735 1922 1st 7/1/2006 -13563 7/1/2008
8000089282 01453 1177.47 1st 7/1/2006 -13749 7/1/2008
8000089292 12206 661.39 1st 7/1/2006 -8650 7/1/2008
8000089301 18610 1520.4 1st 7/1/2006 6202 7/1/2008
8000089307 18360 3334.28 1st 7/1/2006 -19913 7/1/2008
8000089321 07208 3347.01 1st 7/1/2006 -23332 7/1/2008
8000089332 07513 1925.85 1st 7/1/2006 -5982 7/1/2008
8000089336 06516 1016.83 1st 7/1/2006 8434 7/1/2008
8000089358 21144 1058.4 1st 7/1/2006 6856 7/1/2008
8000089411 20723 1928.34 1st 6/1/2006 16192 6/1/2008
8000089422 07924 4627.83 1st 7/1/2006 -42832 7/1/2008
8000089433 07206 2251.88 1st 7/1/2006 -1959 7/1/2008
8000089456 07901 6350.9 1st 7/1/2006 632 7/1/2008
8000089461 20723 636.88 2nd 6/1/2006 949
8000089473 10466 2501.94 1st 7/1/2006 -77141 7/1/2008
8000089480 02905 2259.87 1st 7/1/2006 112192 7/1/2008
8000089493 08865 3083.87 1st 7/1/2006 -3297 7/1/2008
8000089497 20110 2649.03 1st 6/1/2006 19274 6/1/2008
8000089506 19116 625.47 1st 7/1/2006 18916 7/1/2008
8000089512 06281 1559.25 1st 7/1/2006 -39432
8000089517 11720 2359.22 1st 7/1/2006 18346 7/1/2008
8000089536 19141 877.58 1st 7/1/2006 -32342 7/1/2008
8000089609 11580 2369.66 1st 7/1/2006 12506 7/1/2008
8000089625 20601 2417.17 1st 7/1/2006 -3399 7/1/2008
8000089660 02806 3930.42 1st 7/1/2006 -76685 7/1/2008
8000089755 17013 782.22 1st 7/1/2006 1787 7/1/2008
8000089778 11366 3265.34 1st 7/1/2006 138531
8000089843 11378 3925 1st 7/1/2006 36356 7/1/2008
8000089875 08833 2035.06 1st 7/1/2006 -15996 7/1/2008
8000089878 11210 3721.4 1st 7/1/2006 19259 7/1/2008
8000089935 11213 3431.79 1st 7/1/2006 -51038 7/1/2008
8000089970 21045 2165.12 1st 7/1/2006 16675 7/1/2008
8000090135 34695 1265.71 1st 7/1/2006 91986 7/1/2008
8000090297 11726 2474.2 1st 7/1/2006 42242 7/1/2008
8100080646 34758 1247.32 1st 5/1/2006 -86239 5/1/2008
8100084418 14075 621.05 1st 6/1/2006 14722 6/1/2008
8100085384 32828 3521.22 1st 6/1/2006 33544 6/1/2008
8100088921 11369 4425.51 1st 7/1/2006 34375 7/1/2008
8100089231 20151 2055.91 1st 6/1/2006 16287 6/1/2008
loan_id first_rate_adj_dt fiserv_floor_rate (Min. Interest Rate) amortized_term fiserv_next_rate_change_date
--------------------------------------------------------------------------------------------------------------------------------
1000002145 3/1/2008 7.45 480 3/1/2008
1000002153 5/1/2008 9.7 360 5/1/2008
1000002154 5/1/2008 7.99 480 5/1/2008
1000002160 6/1/2008 8 480 6/1/2008
1000002167 5/1/2008 8.1 360 5/1/2008
1000002175 0 360
1000002176 5/1/2008 8.7 480 5/1/2008
1000002192 5/1/2008 7.45 360 5/1/2008
1000002193 5/1/2008 8.4 360 5/1/2008
1000306344 0 480
1000307129 4/1/2008 7.5 480 4/1/2008
1000307751 3/1/2008 8.4 480 3/1/2008
1000308224 3/1/2008 11.8 360 3/1/2008
1000308277 4/1/2008 11 480 4/1/2008
1000308490 0 480
1000308522 4/1/2008 9.35 360 4/1/2008
1000308528 4/1/2008 11.2 360 4/1/2008
1000308776 3/1/2008 7.65 360 3/1/2008
1000308809 3/1/2008 9.75 480 3/1/2008
1000308864 0 360
1000309037 3/1/2008 7.95 480 3/1/2008
1000309044 3/1/2008 7 360 3/1/2008
1000309087 3/1/2008 8.5 480 3/1/2008
1000309194 4/1/2008 7.6 360 4/1/2008
1000309239 4/1/2008 7.99 480 4/1/2008
1000309262 3/1/2008 7.5 480 3/1/2008
1000309891 3/1/2008 7.7 480 3/1/2008
1000309915 4/1/2008 8.75 360 4/1/2008
1000310070 4/1/2008 9.7 360 4/1/2008
1000310115 3/1/2008 7.99 480 3/1/2008
1000310154 4/1/2008 10.95 360 4/1/2008
1000310231 3/1/2008 8.05 360 3/1/2008
1000310300 4/1/2008 8.8 360 4/1/2008
1000310423 4/1/2008 7.9 360 4/1/2008
1000310446 5/1/2008 7.95 480 5/1/2008
1000310671 3/1/2008 7.6 480 3/1/2008
1000310791 4/1/2008 8.35 480 4/1/2008
1000310795 3/1/2008 7.25 480 3/1/2008
1000310873 4/1/2008 7.75 480 4/1/2008
1000311041 3/1/2008 8.5 360 3/1/2008
1000311046 3/1/2008 7.99 480 3/1/2008
1000311105 3/1/2008 8.875 480 3/1/2008
1000311215 4/1/2008 9.25 480 4/1/2008
1000311234 4/1/2008 9.8 360 4/1/2008
1000311258 0 360
1000311312 4/1/2008 8.55 480 4/1/2008
1000311339 3/1/2008 7.55 480 3/1/2008
1000311406 4/1/2008 7.65 360 4/1/2008
1000311479 4/1/2008 8.5 480 4/1/2008
1000311488 0 480
1000311548 4/1/2008 7.39 480 4/1/2008
1000311603 0 480
1000311624 4/1/2008 6.99 480 4/1/2008
1000311639 3/1/2008 8.55 480 3/1/2008
1000311661 4/1/2008 8.2 480 4/1/2008
1000311665 3/1/2008 6.7 360 3/1/2008
1000311682 4/1/2008 7.99 480 4/1/2008
1000311694 4/1/2008 7.6 480 4/1/2008
1000311696 4/1/2008 8.2 360 4/1/2008
1000311772 4/1/2008 7.7 480 4/1/2008
1000311845 3/1/2008 9.05 480 3/1/2008
1000311897 4/1/2008 8.7 480 4/1/2008
1000311900 4/1/2008 8.1 480 4/1/2008
1000311938 4/1/2008 8.69 360 4/1/2008
1000311950 4/1/2008 9.55 360 4/1/2008
1000312067 4/1/2008 7.875 360 4/1/2008
1000312079 4/1/2008 8.1 360 4/1/2008
1000312214 3/1/2008 7.35 480 3/1/2008
1000312399 4/1/2008 8.45 480 4/1/2008
1000312442 4/1/2008 8.2 480 4/1/2008
1000312444 4/1/2008 9.1 480 4/1/2008
1000312504 4/1/2008 8.35 480 4/1/2008
1000312570 4/1/2008 7.65 480 4/1/2008
1000312631 4/1/2008 9.75 360 4/1/2008
1000312635 4/1/2008 8.99 480 4/1/2008
1000312641 5/1/2008 8.1 480 5/1/2008
1000312642 4/1/2008 8.15 360 4/1/2008
1000312787 4/1/2008 6.99 480 4/1/2008
1000312869 5/1/2008 8.6 480 5/1/2008
1000312882 4/1/2008 6.35 360 4/1/2008
1000312902 4/1/2008 8.55 480 4/1/2008
1000312904 4/1/2008 6.8 480 4/1/2008
1000312919 4/1/2008 7.65 360 4/1/2008
1000312932 4/1/2008 6.9 360 4/1/2008
1000312972 4/1/2008 8.95 480 4/1/2008
1000313011 0 480
1000313054 0 360
1000313059 4/1/2008 8.4 480 4/1/2008
1000313077 4/1/2008 8.45 480 4/1/2008
1000313091 4/1/2008 8.85 360 4/1/2008
1000313092 4/1/2008 6.35 480 4/1/2008
1000313102 4/1/2008 6.8 480 4/1/2008
1000313156 4/1/2008 8.85 480 4/1/2008
1000313174 4/1/2011 10.45 360 4/1/2011
1000313176 4/1/2008 6.65 360 4/1/2008
1000313208 4/1/2008 6.75 360 4/1/2008
1000313209 4/1/2008 8.99 360 4/1/2008
1000313238 4/1/2008 8.4 360 4/1/2008
1000313245 4/1/2008 8.5 480 4/1/2008
1000313266 4/1/2008 9.35 360 4/1/2008
1000313274 4/1/2008 8.71 480 4/1/2008
1000313283 4/1/2008 7.99 480 4/1/2008
1000313293 4/1/2008 8.5 480 4/1/2008
1000313318 4/1/2008 7.3 480 4/1/2008
1000313340 4/1/2008 7.99 480 4/1/2008
1000313345 4/1/2008 7.5 360 4/1/2008
1000313377 4/1/2008 6.75 480 4/1/2008
1000313379 4/1/2008 9.15 480 4/1/2008
1000313392 4/1/2008 8.3 480 4/1/2008
1000313439 4/1/2008 9.5 480 4/1/2008
1000313470 4/1/2008 7.5 480 4/1/2008
1000313479 4/1/2008 8 360 4/1/2008
1000313495 4/1/2008 8.35 360 4/1/2008
1000313520 4/1/2008 8.99 480 4/1/2008
1000313536 4/1/2008 8.7 480 4/1/2008
1000313539 4/1/2008 6.7 480 4/1/2008
1000313540 4/1/2009 7.55 480 4/1/2009
1000313575 5/1/2008 10.89 360 5/1/2008
1000313601 0 480
1000313661 4/1/2008 8.7 480 4/1/2008
1000313689 4/1/2008 8.65 480 4/1/2008
1000313697 4/1/2008 7.59 360 4/1/2008
1000313710 4/1/2008 8.6 360 4/1/2008
1000313717 4/1/2008 9.99 360 4/1/2008
1000313737 4/1/2008 6.99 480 4/1/2008
1000313740 4/1/2008 8.05 480 4/1/2008
1000313744 0 480
1000313790 4/1/2008 7.99 480 4/1/2008
1000313792 4/1/2008 8.95 480 4/1/2008
1000313823 4/1/2008 9.7 360 4/1/2008
1000313870 0 360
1000313877 4/1/2008 10.05 360 4/1/2008
1000313880 4/1/2008 7.8 360 4/1/2008
1000313920 5/1/2008 8.65 360 5/1/2008
1000313973 4/1/2008 9.04 480 4/1/2008
1000313983 4/1/2008 8 360 4/1/2008
1000313992 4/1/2008 8.2 360 4/1/2008
1000313995 4/1/2008 8.5 480 4/1/2008
1000313996 4/1/2008 11.35 480 4/1/2008
1000314024 4/1/2008 8.65 480 4/1/2008
1000314036 0 480
1000314059 4/1/2008 7.55 480 4/1/2008
1000314061 0 480
1000314063 4/1/2008 7.5 360 4/1/2008
1000314107 4/1/2008 11.75 360 4/1/2008
1000314113 0 360
1000314135 4/1/2008 10.9 360 4/1/2008
1000314154 4/1/2008 11.4 360 4/1/2008
1000314162 4/1/2008 7.27 480 4/1/2008
1000314167 4/1/2008 8.3 360 4/1/2008
1000314184 5/1/2008 9.45 480 5/1/2008
1000314189 0 360
1000314219 5/1/2008 11.99 360 5/1/2008
1000314221 4/1/2008 6.8 360 4/1/2008
1000314231 4/1/2008 8.55 360 4/1/2008
1000314256 4/1/2008 7.25 480 4/1/2008
1000314260 5/1/2008 7.1 480 5/1/2008
1000314270 4/1/2008 10.3 360 4/1/2008
1000314271 5/1/2008 8.45 360 5/1/2008
1000314301 0 360
1000314307 0 360
1000314318 4/1/2008 7.4 480 4/1/2008
1000314358 5/1/2008 7.25 360 5/1/2008
1000314378 5/1/2008 6.65 360 5/1/2008
1000314388 4/1/2008 8.9 360 4/1/2008
1000314429 5/1/2008 7.25 480 5/1/2008
1000314437 5/1/2008 6.95 360 5/1/2008
1000314438 5/1/2008 8.5 360 5/1/2008
1000314440 5/1/2008 7.3 360 5/1/2008
1000314453 5/1/2008 9 360 5/1/2008
1000314474 0 360
1000314480 5/1/2008 7.35 360 5/1/2008
1000314490 5/1/2008 7.8 360 5/1/2008
1000314491 0 360
1000314511 5/1/2008 9.3 360 5/1/2008
1000314514 5/1/2008 8.75 480 5/1/2008
1000314518 5/1/2008 8.95 360 5/1/2008
1000314519 0 360
1000314525 5/1/2008 7.8 360 5/1/2008
1000314526 5/1/2008 8 480 5/1/2008
1000314527 5/1/2008 8.85 360 5/1/2008
1000314529 5/1/2008 7.9 360 5/1/2008
1000314534 5/1/2008 9.45 360 5/1/2008
1000314536 5/1/2008 8.2 480 5/1/2008
1000314541 5/1/2008 5.85 480 5/1/2008
1000314545 0 360
1000314550 5/1/2008 8.6 480 5/1/2008
1000314554 0 360
1000314575 5/1/2008 7.5 480 5/1/2008
1000314579 0 480
1000314586 5/1/2008 9.4 360 5/1/2008
1000314588 5/1/2008 8.65 480 5/1/2008
1000314596 5/1/2008 9.05 480 5/1/2008
1000314602 5/1/2008 7.05 360 5/1/2008
1000314611 5/1/2008 8.8 360 5/1/2008
1000314621 6/1/2008 8.65 360 6/1/2008
1000314622 5/1/2008 8.9 360 5/1/2008
1000314642 5/1/2008 7.1 480 5/1/2008
1000314650 5/1/2008 6.99 360 5/1/2008
1000314655 5/1/2008 9.45 480 5/1/2008
1000314659 0 360
1000314664 5/1/2008 6.5 360 5/1/2008
1000314667 0 360
1000314671 5/1/2008 7.85 360 5/1/2008
1000314674 5/1/2008 6.99 480 5/1/2008
1000314678 5/1/2008 9.95 480 5/1/2008
1000314690 5/1/2008 9.65 360 5/1/2008
1000314697 5/1/2008 7.8 360 5/1/2008
1000314708 5/1/2008 8.99 360 5/1/2008
1000314711 5/1/2008 7.2 480 5/1/2008
1000314714 5/1/2008 11.925 360 5/1/2008
1000314715 5/1/2008 7.25 480 5/1/2008
1000314721 0 360
1000314739 5/1/2008 9.4 360 5/1/2008
1000314743 5/1/2008 7.99 360 5/1/2008
1000314744 0 360
1000314749 5/1/2008 9.1 360 5/1/2008
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