LONG BEACH SECURITIES CORP., Depositor LONG BEACH MORTGAGE COMPANY, Seller and Master Servicer and DEUTSCHE BANK NATIONAL TRUST COMPANY, Trustee POOLING AND SERVICING AGREEMENT Dated as of March 1, 2006 Long Beach Mortgage Loan Trust 2006-2...
LONG
BEACH SECURITIES CORP.,
Depositor
LONG
BEACH MORTGAGE COMPANY,
Seller
and Master Servicer
and
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
Trustee
Dated
as
of March 1, 2006
______________________________
Asset-Backed
Certificates, Series 2006-2
TABLE
OF CONTENTS
|
Page
|
||
|
ARTICLE
I DEFINITIONS
|
12
|
|
|
Section
1.01
|
Defined
Terms.
|
12
|
|
Section
1.02
|
Accounting.
|
72
|
|
Section
1.03
|
Allocation
of Certain Interest Shortfalls.
|
73
|
|
Section
1.04
|
Rights
of the NIMS Insurer.
|
74
|
|
ARTICLE
II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES
|
74
|
|
|
Section
2.01
|
Conveyance
of Mortgage Loans.
|
74
|
|
Section
2.02
|
Acceptance
of REMIC 1 by the Trustee.
|
77
|
|
Section
2.03
|
Cure,
Repurchase or Substitution of Mortgage Loans by the Seller; Remedies
for
Breaches by Depositor or Master Servicer; Remedies for Breaches
Relating
to Prepayment Charges.
|
79
|
|
Section
2.04
|
Representations,
Warranties and Covenants of the Master Servicer.
|
82
|
|
Section
2.05
|
Representations
and Warranties of the Depositor.
|
85
|
|
Section
2.06
|
Issuance
of Certificates.
|
87
|
|
Section
2.07
|
Reserved.
|
87
|
|
Section
2.08
|
Conveyance
of REMIC Regular Interests and Acceptance of REMICs by the Trustee;
Issuance of Certificates.
|
87
|
|
ARTICLE
III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
|
89
|
|
|
Section
3.01
|
Master
Servicer to Act as Master Servicer.
|
89
|
|
Section
3.02
|
Sub-Servicing
Agreements Between the Master Servicer and Sub-Servicers.
|
91
|
|
Section
3.03
|
Successor
Sub-Servicers.
|
93
|
|
Section
3.04
|
Liability
of the Master Servicer.
|
93
|
|
Section
3.05
|
No
Contractual Relationship Between Sub-Servicers and the NIMS Insurer,
the
Trustee or Certificateholders.
|
93
|
|
Section
3.06
|
Assumption
or Termination of Sub-Servicing Agreements by Trustee.
|
94
|
|
Section
3.07
|
Collection
of Certain Mortgage Loan Payments.
|
94
|
|
Section
3.08
|
Sub-Servicing
Accounts.
|
95
|
|
Section
3.09
|
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
95
|
|
Section
3.10
|
Collection
Account and Distribution Account.
|
96
|
|
Section
3.11
|
Withdrawals
from the Collection Account and Distribution Account.
|
99
|
|
Section
3.12
|
Investment
of Funds in the Collection Account and the Distribution
Account.
|
101
|
|
Section
3.13
|
Reserved.
|
102
|
|
Section
3.14
|
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
102
|
|
Section
3.15
|
Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
|
103
|
|
Section
3.16
|
Realization
Upon Defaulted Mortgage Loans.
|
104
|
|
Section
3.17
|
Trustee
to Cooperate; Release of Mortgage Files.
|
107
|
|
Section
3.18
|
Servicing
Compensation.
|
109
|
i
|
Section
3.19
|
Reports
to the Trustee; Collection Account Statements.
|
109
|
|
Section
3.20
|
Annual
Statement as to Compliance.
|
110
|
|
Section
3.21
|
Assessments
of Compliance and Attestation Reports.
|
110
|
|
Section
3.22
|
Access
to Certain Documentation.
|
112
|
|
Section
3.23
|
Title,
Management and Disposition of REO Property.
|
112
|
|
Section
3.24
|
Obligations
of the Master Servicer in Respect of Prepayment Interest
Shortfalls.
|
115
|
|
Section
3.25
|
Obligations
of the Master Servicer in Respect of Mortgage Rates and Monthly
Payments.
|
115
|
|
Section
3.26
|
Reserve
Fund.
|
116
|
|
Section
3.27
|
Advance
Facility.
|
117
|
|
Section
3.28
|
PMI
Policy; Claims Under the PMI Policy
|
118
|
|
Section
3.29
|
Swap
Agreement.
|
118
|
|
Section
3.30
|
Replacement
Swap Agreement.
|
119
|
|
ARTICLE
IV FLOW OF FUNDS
|
119
|
|
|
Section
4.01
|
Distributions.
|
119
|
|
Section
4.02
|
Preference
Claims.
|
138
|
|
Section
4.03
|
Statements.
|
138
|
|
Section
4.04
|
Remittance
Reports; Advances.
|
143
|
|
Section
4.05
|
Distributions
on the REMIC Regular Interests.
|
144
|
|
Section
4.06
|
Allocation
of Realized Losses.
|
147
|
|
Section
4.07
|
Compliance
with Withholding Requirements.
|
151
|
|
Section
4.08
|
Commission
Reporting.
|
151
|
|
Section
4.09
|
Supplemental
Interest Account.
|
153
|
|
Section
4.10
|
Final
Maturity Reserve Account.
|
154
|
|
Section
4.11
|
Intention
of the Parties and Interpretation.
|
155
|
|
ARTICLE
V THE CERTIFICATES
|
155
|
|
|
Section
5.01
|
The
Certificates.
|
155
|
|
Section
5.02
|
Registration
of Transfer and Exchange of Certificates.
|
157
|
|
Section
5.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
162
|
|
Section
5.04
|
Persons
Deemed Owners.
|
162
|
|
ARTICLE
VI THE MASTER SERVICER AND THE DEPOSITOR
|
162
|
|
|
Section
6.01
|
Liability
of the Master Servicer and the Depositor.
|
162
|
|
Section
6.02
|
Merger
or Consolidation of the Depositor or the Master Servicer.
|
162
|
|
Section
6.03
|
Limitation
on Liability of the Depositor, the Master Servicer and
Others.
|
163
|
|
Section
6.04
|
Limitation
on Resignation of Master Servicer.
|
164
|
|
Section
6.05
|
Rights
of the Depositor, the NIMS Insurer and the Trustee in Respect of
the
Master Servicer.
|
165
|
|
ARTICLE
VII DEFAULT
|
165
|
|
|
Section
7.01
|
Master
Servicer Events of Default.
|
165
|
|
Section
7.02
|
Trustee
to Act; Appointment of Successor.
|
168
|
ii
|
Section
7.03
|
Notification
to Certificateholders.
|
170
|
|
Section
7.04
|
Waiver
of Master Servicer Events of Default.
|
170
|
|
ARTICLE
VIII THE TRUSTEE
|
171
|
|
|
Section
8.01
|
Duties
of Trustee.
|
171
|
|
Section
8.02
|
Certain
Matters Affecting the Trustee.
|
172
|
|
Section
8.03
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
173
|
|
Section
8.04
|
Trustee
May Own Certificates.
|
174
|
|
Section
8.05
|
Trustee’s
Fees and Expenses.
|
174
|
|
Section
8.06
|
Eligibility
Requirements for Trustee.
|
175
|
|
Section
8.07
|
Resignation
or Removal of Trustee.
|
175
|
|
Section
8.08
|
Successor
Trustee.
|
176
|
|
Section
8.09
|
Merger
or Consolidation of Trustee.
|
177
|
|
Section
8.10
|
Appointment
of Co-Trustee or Separate Trustee.
|
177
|
|
Section
8.11
|
Appointment
of Custodians.
|
178
|
|
Section
8.12
|
Appointment
of Office or Agency.
|
178
|
|
Section
8.13
|
Representations
and Warranties of the Trustee.
|
179
|
|
ARTICLE
IX TERMINATION
|
179
|
|
|
Section
9.01
|
Termination
Upon Purchase or Liquidation of All Mortgage Loans.
|
179
|
|
Section
9.02
|
Additional
Termination Requirements.
|
182
|
|
ARTICLE
X REMIC PROVISIONS
|
183
|
|
|
Section
10.01
|
REMIC
Administration.
|
183
|
|
Section
10.02
|
Prohibited
Transactions and Activities.
|
187
|
|
Section
10.03
|
Trustee,
Master Servicer and Depositor Indemnification.
|
187
|
|
ARTICLE
XI MISCELLANEOUS PROVISIONS
|
188
|
|
|
Section
11.01
|
Amendment.
|
188
|
|
Section
11.02
|
Recordation
of Agreement; Counterparts.
|
189
|
|
Section
11.03
|
Limitation
on Rights of Certificateholders.
|
190
|
|
Section
11.04
|
Governing
Law; Jurisdiction.
|
191
|
|
Section
11.05
|
Notices.
|
191
|
|
Section
11.06
|
Severability
of Provisions.
|
191
|
|
Section
11.07
|
Notice
to the Rating Agencies, the Swap Counterparty and the NIMS
Insurer.
|
191
|
|
Section
11.08
|
Article and
Section References.
|
192
|
|
Section
11.09
|
Third-Party
Beneficiaries.
|
193
|
|
Section
11.10
|
Grant
of Security Interest.
|
193
|
iii
Exhibits
|
Exhibit
A-1
|
Form
of Class I-A Certificates
|
|
Exhibit
A-2
|
Form
of Class II-A1 Certificates
|
|
Exhibit
A-3
|
Form
of Class II-A2 Certificates
|
|
Exhibit
A-4
|
Form
of Class II-A3 Certificates
|
|
Exhibit
A-5
|
Form
of Class II-A4 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 B Certificates
|
|
Exhibit
A-17
|
Form
of Class C Certificates
|
|
Exhibit
A-18
|
Form
of Class P Certificates
|
|
Exhibit
A-19
|
Form
of Class R Certificates
|
|
Exhibit
A-20
|
Form
of Class R-CX Certificates
|
|
Exhibit
A-21
|
Form
of Class R-PX Certificates
|
|
Exhibit
B
|
Form
of Swap Agreement
|
|
Exhibit
C
|
Form
of Mortgage Loan Purchase Agreement
|
|
Exhibit
D
|
Mortgage
Loan Schedule
|
|
Exhibit
E-1
|
Request
for Release (for Trustee/Custodian)
|
|
Exhibit
E-2
|
Request
for Release (Certificate - Mortgage Loan Paid in
Full)
|
|
Exhibit
E-3
|
Form
of Mortgage Loan Assignment
Agreement
|
|
Exhibit
F-1
|
Form
of Trustee’s Initial Certification
|
|
Exhibit
F-2
|
Form
of Trustee’s Final Certification
|
|
Exhibit
G
|
Form
of Residual NIM Holder Certificate
|
|
Exhibit
H
|
Form
of Lost Note Affidavit
|
|
Exhibit
I
|
Form
of ERISA Representation
|
|
Exhibit
J-1A
|
Form
of Class B Certificate Transferor
Certificate
|
|
Exhibit
J-1B
|
Form
of Class B Certificate Transferee
Certificate
|
|
Exhibit
J-2
|
Form
of Investment Letter
|
|
Exhibit
K
|
Form
of Class R Certificate, Class R-CX Certificate and Class R-PX Certificate
Transfer Affidavit
|
|
Exhibit
L
|
Form
of Transferor Certificate
|
|
Exhibit
M
|
[Reserved]
|
|
Exhibit
N
|
Criteria
to be Addressed in Assessment of
Compliance
|
|
Exhibit
O
|
Form
10-D, Form 8-K and Form 10-K Reporting
Responsibility
|
|
Exhibit
P
|
Form
of Trustee Certificate
|
iv
Schedules
|
Schedule
I
|
Prepayment
Charge Schedule
|
|
Schedule
II
|
Swap
Notional Amount Schedule
|
|
Schedule
III
|
Reserved
|
|
Schedule
IV
|
PMI
Mortgage Loan Schedule (Not
applicable)
|
v
This
POOLING AND SERVICING AGREEMENT is dated as of March 1, 2006 (the “Agreement”),
among LONG BEACH SECURITIES CORP., as depositor (the “Depositor”), LONG BEACH
MORTGAGE COMPANY, as seller (the “Seller”) and master servicer (the “Master
Servicer”) and DEUTSCHE BANK NATIONAL TRUST COMPANY, as trustee (the
“Trustee”).
PRELIMINARY
STATEMENT:
The
Depositor intends to sell pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Trust
Fund created hereunder. The Certificates will consist of twenty-one classes
of
certificates, designated as (i) the Class I-A Certificates, (ii) the Class
II-A1 Certificates, (iii) the Class II-A2 Certificates, (iv) the Class II-A3
Certificates, (v) the Class II-A4 Certificates, (vi) the Class M-1 Certificates,
(vii) the Class M-2 Certificates, (viii) the Class M-3 Certificates, (ix) the
Class M-4 Certificates, (x) the Class M-5 Certificates, (xi) the Class M-6
Certificates, (xii) the Class M-7 Certificates, (xiii) the Class M-8
Certificates, (xiv) the Class M-9 Certificates, (xv) the Class M-10
Certificates, (xvi) the Class B Certificates, (xvii) the Class C Certificates,
(xviii) the Class P Certificates, (xix) the Class R Certificates, (xx) the
Class
R-CX Certificates and (xxi) the Class R-PX Certificates.
1
REMIC 1
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Mortgage Loans and certain other related assets
subject to this Agreement (exclusive of the Reserve Fund, the Supplemental
Interest Account, the Final Maturity Reserve Account and the Master Servicer
Prepayment Charge Payment Amounts) as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC 1.” The Class
R-1 Interest shall represent the sole class of “residual interests” in REMIC 1
for purposes of the REMIC Provisions (as defined herein) under federal income
tax law. The following table irrevocably sets forth the designation, the
Uncertificated REMIC 1 Pass-Through Rate, the initial Uncertificated Principal
Balance, and solely for purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each
of the REMIC 1 Regular Interests. None of the REMIC 1 Regular Interests will
be
certificated.
|
Designation
|
Initial
Uncertificated
Principal
Balance
|
Uncertificated
REMIC
1A
Pass-Through
Rate
|
Rate
Change
Date
|
Assumed
Final
Maturity
Date1
|
||||
|
IX3
|
$93,554,966.21
|
Xxxxxxxx0
|
X/X
|
Xxxxx,
0000
|
||||
|
X-0-X
|
$12,244,095.53
|
Variable2
|
May
2006
|
April,
2046
|
||||
|
I-1-B
|
$12,244,095.53
|
Variable2
|
April,
2046
|
|||||
|
I-2-A
|
$13,445,833.50
|
Variable2
|
June
2006
|
April,
2046
|
||||
|
I-2-B
|
$13,445,833.50
|
Variable2
|
April,
2046
|
|||||
|
I-3-A
|
$15,373,864.92
|
Variable2
|
July
2006
|
April,
2046
|
||||
|
I-3-B
|
$15,373,864.92
|
Variable2
|
April,
2046
|
|||||
|
I-4-A
|
$17,143,545.59
|
Variable2
|
August
2006
|
April,
2046
|
||||
|
I-4-B
|
$17,143,545.59
|
Variable2
|
April,
2046
|
|||||
|
I-5-A
|
$18,479,269.14
|
Variable2
|
September
2006
|
April,
2046
|
||||
|
I-5-B
|
$18,479,269.14
|
Variable2
|
April,
2046
|
|||||
|
I-6-A
|
$22,322,610.38
|
Variable2
|
October
2006
|
April,
2046
|
||||
|
I-6-B
|
$22,322,610.38
|
Variable2
|
April,
2046
|
|||||
|
I-7-A
|
$22,096,058.54
|
Variable2
|
November
2006
|
April,
2046
|
||||
|
I-7-B
|
$22,096,058.54
|
Variable2
|
April,
2046
|
|||||
|
I-8-A
|
$27,264,285.84
|
Variable2
|
December
2006
|
April,
2046
|
||||
|
I-8-B
|
$27,264,285.84
|
Variable2
|
April,
2046
|
|||||
|
I-9-A
|
$24,048,039.26
|
Variable2
|
January
2007
|
April,
2046
|
||||
|
I-9-B
|
$24,048,039.26
|
Variable2
|
April,
2046
|
|||||
|
I-10-A
|
$21,588,415.70
|
Variable2
|
February
2007
|
April,
2046
|
||||
|
I-10-B
|
$21,588,415.70
|
Variable2
|
April,
2046
|
|||||
|
I-11-A
|
$21,177,466.62
|
Variable2
|
March
2007
|
April,
2046
|
||||
|
I-11-B
|
$21,177,466.62
|
Variable2
|
April,
2046
|
|||||
|
I-12-A
|
$20,472,536.98
|
Variable2
|
April
2007
|
April,
2046
|
||||
|
I-12-B
|
$20,472,536.98
|
Variable2
|
April,
2046
|
|||||
|
I-13-A
|
$19,908,148.72
|
Variable2
|
May
2007
|
April,
2046
|
||||
|
I-13-B
|
$19,908,148.72
|
Variable2
|
April,
2046
|
|||||
|
I-14-A
|
$16,509,964.80
|
Variable2
|
June
2007
|
April,
2046
|
||||
|
I-14-B
|
$16,509,964.80
|
Variable2
|
April,
2046
|
|||||
|
I-15-A
|
$14,771,495.15
|
Variable2
|
July
2007
|
April,
2046
|
||||
|
I-15-B
|
$14,771,495.15
|
Variable2
|
April,
2046
|
|||||
|
I-16-A
|
$13,387,579.04
|
Variable2
|
August
2007
|
April,
2046
|
||||
|
I-16-B
|
$13,387,579.04
|
Variable2
|
April,
2046
|
|||||
|
I-17-A
|
$11,758,642.29
|
Variable2
|
September
2007
|
April,
2046
|
||||
|
I-17-B
|
$11,758,642.29
|
Variable2
|
April,
2046
|
|||||
|
I-18-A
|
$11,683,129.75
|
Variable2
|
October
2007
|
April,
2046
|
||||
|
I-18-B
|
$11,683,129.75
|
Variable2
|
April,
2046
|
2
|
Designation
|
Initial
Uncertificated
Principal
Balance
|
Uncertificated
REMIC
1A
Pass-Through
Rate
|
Rate
Change
Date
|
Assumed
Final
Maturity
Date1
|
||||
|
I-19-A
|
$10,086,507.50
|
Variable2
|
November
2007
|
April,
2046
|
||||
|
I-19-B
|
$10,086,507.50
|
Variable2
|
April,
2046
|
|||||
|
I-20-A
|
$22,892,990.55
|
Variable2
|
December
2007
|
April,
2046
|
||||
|
I-20-B
|
$22,892,990.55
|
Variable2
|
April,
2046
|
|||||
|
I-21-A
|
$23,403,844.38
|
Variable2
|
January
2008
|
April,
2046
|
||||
|
I-21-B
|
$23,403,844.38
|
Variable2
|
April,
2046
|
|||||
|
I-22-A
|
$24,615,404.57
|
Variable2
|
February
2008
|
April,
2046
|
||||
|
I-22-B
|
$24,615,404.57
|
Variable2
|
April,
2046
|
|||||
|
I-23-A
|
$23,359,398.28
|
Variable2
|
March
2008
|
April,
2046
|
||||
|
I-23-B
|
$23,359,398.28
|
Variable2
|
April,
2046
|
|||||
|
I-24-A
|
$19,736,096.17
|
Variable2
|
April
2008
|
April,
2046
|
||||
|
I-24-B
|
$19,736,096.17
|
Variable2
|
April,
2046
|
|||||
|
I-25-A
|
$16,867,944.49
|
Variable2
|
May
2008
|
April,
2046
|
||||
|
I-25-B
|
$16,867,944.49
|
Variable2
|
April,
2046
|
|||||
|
I-26-A
|
$13,264,554.91
|
Variable2
|
June
2008
|
April,
2046
|
||||
|
I-26-B
|
$13,264,554.91
|
Variable2
|
April,
2046
|
|||||
|
I-27-A
|
$10,938,001.11
|
Variable2
|
July
2008
|
April,
2046
|
||||
|
I-27-B
|
$10,938,001.11
|
Variable2
|
April,
2046
|
|||||
|
I-28-A
|
$8,662,027.62
|
Variable2
|
August
2008
|
April,
2046
|
||||
|
I-28-B
|
$8,662,027.62
|
Variable2
|
April,
2046
|
|||||
|
I-29-A
|
$7,657,331.74
|
Variable2
|
September
2008
|
April,
2046
|
||||
|
I-29-B
|
$7,657,331.74
|
Variable2
|
April,
2046
|
|||||
|
I-30-A
|
$7,451,167.18
|
Variable2
|
October
2008
|
April,
2046
|
||||
|
I-30-B
|
$7,451,167.18
|
Variable2
|
April,
2046
|
|||||
|
I-31-A
|
$7,000,677.84
|
Variable2
|
November
2008
|
April,
2046
|
||||
|
I-31-B
|
$7,000,677.84
|
Variable2
|
April,
2046
|
|||||
|
I-32-A
|
$6,218,432.43
|
Variable2
|
January
2009
|
April,
2046
|
||||
|
I-32-B
|
$6,218,432.43
|
Variable2
|
April,
2046
|
|||||
|
I-33-A
|
$6,800,131.71
|
Variable2
|
February
2009
|
April,
2046
|
||||
|
I-33-B
|
$6,800,131.71
|
Variable2
|
April,
2046
|
|||||
|
I-34-A
|
$6,458,659.96
|
Variable2
|
March
2009
|
April,
2046
|
||||
|
I-34-B
|
$6,458,659.96
|
Variable2
|
April,
2046
|
|||||
|
I-35-A
|
$6,184,581.40
|
Variable2
|
April
2009
|
April,
2046
|
||||
|
I-35-B
|
$6,184,581.40
|
Variable2
|
April,
2046
|
|||||
|
I-36-A
|
$6,136,861.99
|
Variable2
|
May
2009
|
April,
2046
|
||||
|
I-36-B
|
$6,136,861.99
|
Variable2
|
April,
2046
|
|||||
|
I-37-A
|
$5,379,653.77
|
Variable2
|
June
2009
|
April,
2046
|
||||
|
I-37-B
|
$5,379,653.77
|
Variable2
|
April,
2046
|
|||||
|
I-38-A
|
$4,945,398.55
|
Variable2
|
July
2009
|
April,
2046
|
||||
|
I-38-B
|
$4,945,398.55
|
Variable2
|
April,
2046
|
|||||
|
I-39-A
|
$4,608,399.13
|
Variable2
|
August
2009
|
April,
2046
|
||||
|
I-39-B
|
$4,608,399.13
|
Variable2
|
April,
2046
|
|||||
|
I-40-A
|
$4,212,528.68
|
Variable2
|
September
2009
|
April,
2046
|
||||
|
I-40-B
|
$4,212,528.68
|
Variable2
|
April,
2046
|
|||||
|
I-41-A
|
$4,172,244.45
|
Variable2
|
October
2009
|
April,
2046
|
||||
|
I-41-B
|
$4,172,244.45
|
Variable2
|
April,
2046
|
|||||
|
I-42-A
|
$3,858,200.37
|
Variable2
|
November
2009
|
April,
2046
|
||||
|
I-42-B
|
$3,858,200.37
|
Variable2
|
April,
2046
|
|||||
|
I-43-A
|
$3,872,526.09
|
Variable2
|
December
2009
|
April,
2046
|
||||
|
I-43-B
|
$3,872,526.09
|
Variable2
|
April,
2046
|
|||||
|
I-44-A
|
$3,618,495.48
|
Variable2
|
January
2010
|
April,
2046
|
||||
|
I-44-B
|
$3,618,495.48
|
Variable2
|
April,
2046
|
|||||
|
I-45-A
|
$4,010,356.20
|
Variable2
|
February
2010
|
April,
2046
|
||||
|
I-45-B
|
$4,010,356.20
|
Variable2
|
April,
2046
|
3
|
Designation
|
Initial
Uncertificated
Principal
Balance
|
Uncertificated
REMIC
1A
Pass-Through
Rate
|
Rate
Change
Date
|
Assumed
Final
Maturity
Date1
|
||||
|
I-46-A
|
$3,952,650.28
|
Variable2
|
March
2010
|
April,
2046
|
||||
|
I-46-B
|
$3,952,650.28
|
Variable2
|
April,
2046
|
|||||
|
I-47-A
|
$3,857,957.04
|
Variable2
|
April
2010
|
April,
2046
|
||||
|
I-47-B
|
$3,857,957.04
|
Variable2
|
April,
2046
|
|||||
|
I-48-A
|
$3,782,966.67
|
Variable2
|
May
2010
|
April,
2046
|
||||
|
I-48-B
|
$3,782,966.67
|
Variable2
|
April,
2046
|
|||||
|
I-49-A
|
$3,302,998.51
|
Variable2
|
June
2010
|
April,
2046
|
||||
|
I-49-B
|
$3,302,998.51
|
Variable2
|
April,
2046
|
|||||
|
I-50-A
|
$2,985,539.52
|
Variable2
|
July
2010
|
April,
2046
|
||||
|
I-50-B
|
$2,985,539.52
|
Variable2
|
April,
2046
|
|||||
|
I-51-A
|
$2,751,337.12
|
Variable2
|
August
2010
|
April,
2046
|
||||
|
I-51-B
|
$2,751,337.12
|
Variable2
|
April,
2046
|
|||||
|
I-52-A
|
$2,720,933.77
|
Variable2
|
September
2010
|
April,
2046
|
||||
|
I-52-B
|
$2,720,933.77
|
Variable2
|
April,
2046
|
|||||
|
I-53-A
|
$2,469,729.90
|
Variable2
|
October
2010
|
April,
2046
|
||||
|
I-53-B
|
$2,469,729.90
|
Variable2
|
April,
2046
|
|||||
|
I-54-A
|
$2,180,809.85
|
Variable2
|
November
2010
|
April,
2046
|
||||
|
I-54-B
|
$2,180,809.85
|
Variable2
|
April,
2046
|
|||||
|
I-55-A
|
$2,077,111.68
|
Variable2
|
December
2010
|
April,
2046
|
||||
|
I-55-B
|
$2,077,111.68
|
Variable2
|
April,
2046
|
|||||
|
I-56-A
|
$1,789,937.13
|
Variable2
|
January
2011
|
April,
2046
|
||||
|
I-56-B
|
$1,789,937.13
|
Variable2
|
April,
2046
|
|||||
|
I-57-A
|
$1,537,561.96
|
Variable2
|
February
2011
|
April,
2046
|
||||
|
I-57-B
|
$1,537,561.96
|
Variable2
|
April,
2046
|
|||||
|
I-58-A
|
$17,977,774.93
|
Variable2
|
March
2011
|
April,
2046
|
||||
|
I-58-B
|
$17,977,774.93
|
Variable2
|
April,
2046
|
|||||
|
IIX3
|
$110,600,090.61
|
Variable2
|
April,
2046
|
|||||
|
II-1-A
|
$14,474,892.47
|
Variable2
|
May
2006
|
April,
2046
|
||||
|
II-1-B
|
$14,474,892.47
|
Variable2
|
April,
2046
|
|||||
|
II-2-A
|
$15,895,579.50
|
Variable2
|
June
2006
|
April,
2046
|
||||
|
II-2-B
|
$15,895,579.50
|
Variable2
|
April,
2046
|
|||||
|
II-3-A
|
$18,174,886.08
|
Variable2
|
July
2006
|
April,
2046
|
||||
|
II-3-B
|
$18,174,886.08
|
Variable2
|
April,
2046
|
|||||
|
II-4-A
|
$20,266,991.41
|
Variable2
|
August
2006
|
April,
2046
|
||||
|
II-4-B
|
$20,266,991.41
|
Variable2
|
April,
2046
|
|||||
|
II-5-A
|
$21,846,075.36
|
Variable2
|
September
2006
|
April,
2046
|
||||
|
II-5-B
|
$21,846,075.36
|
Variable2
|
April,
2046
|
|||||
|
II-6-A
|
$26,389,649.12
|
Variable2
|
October
2006
|
April,
2046
|
||||
|
II-6-B
|
$26,389,649.12
|
Variable2
|
April,
2046
|
|||||
|
II-7-A
|
$26,121,820.96
|
Variable2
|
November
2006
|
April,
2046
|
||||
|
II-7-B
|
$26,121,820.96
|
Variable2
|
April,
2046
|
|||||
|
II-8-A
|
$32,231,666.66
|
Variable2
|
December
2006
|
April,
2046
|
||||
|
II-8-B
|
$32,231,666.66
|
Variable2
|
April,
2046
|
|||||
|
II-9-A
|
$28,429,440.24
|
Variable2
|
January
2007
|
April,
2046
|
||||
|
II-9-B
|
$28,429,440.24
|
Variable2
|
April,
2046
|
|||||
|
II-10-A
|
$25,521,688.80
|
Variable2
|
February
2007
|
April,
2046
|
||||
|
II-10-B
|
$25,521,688.80
|
Variable2
|
April,
2046
|
|||||
|
II-11-A
|
$25,035,867.38
|
Variable2
|
March
2007
|
April,
2046
|
||||
|
II-11-B
|
$25,035,867.38
|
Variable2
|
April,
2046
|
|||||
|
II-12-A
|
$24,202,504.02
|
Variable2
|
April
2007
|
April,
2046
|
||||
|
II-12-B
|
$24,202,504.02
|
Variable2
|
April,
2046
|
|||||
|
II-13-A
|
$23,535,287.78
|
Variable2
|
May
2007
|
April,
2046
|
||||
|
II-13-B
|
$23,535,287.78
|
Variable2
|
April,
2046
|
|||||
|
II-14-A
|
$19,517,976.20
|
Variable2
|
June
2007
|
April,
2046
|
4
|
Designation
|
Initial
Uncertificated
Principal
Balance
|
Uncertificated
REMIC
1A
Pass-Through
Rate
|
Rate
Change
Date
|
Assumed
Final
Maturity
Date1
|
||||
|
II-14-B
|
$19,517,976.20
|
Variable2
|
April,
2046
|
|||||
|
II-15-A
|
$17,462,768.35
|
Variable2
|
July
2007
|
April,
2046
|
||||
|
II-15-B
|
$17,462,768.35
|
Variable2
|
April,
2046
|
|||||
|
II-16-A
|
$15,826,711.46
|
Variable2
|
August
2007
|
April,
2046
|
||||
|
II-16-B
|
$15,826,711.46
|
Variable2
|
April,
2046
|
|||||
|
II-17-A
|
$13,900,992.71
|
Variable2
|
September
2007
|
April,
2046
|
||||
|
II-17-B
|
$13,900,992.71
|
Variable2
|
April,
2046
|
|||||
|
II-18-A
|
$13,811,722.25
|
Variable2
|
October
2007
|
April,
2046
|
||||
|
II-18-B
|
$13,811,722.25
|
Variable2
|
April,
2046
|
|||||
|
II-19-A
|
$11,924,205.50
|
Variable2
|
November
2007
|
April,
2046
|
||||
|
II-19-B
|
$11,924,205.50
|
Variable2
|
April,
2046
|
|||||
|
II-20-A
|
$27,063,948.95
|
Variable2
|
December
2007
|
April,
2046
|
||||
|
II-20-B
|
$27,063,948.95
|
Variable2
|
April,
2046
|
|||||
|
II-21-A
|
$27,667,877.12
|
Variable2
|
January
2008
|
April,
2046
|
||||
|
II-21-B
|
$27,667,877.12
|
Variable2
|
April,
2046
|
|||||
|
II-22-A
|
$29,100,175.93
|
Variable2
|
February
2008
|
April,
2046
|
||||
|
II-22-B
|
$29,100,175.93
|
Variable2
|
April,
2046
|
|||||
|
II-23-A
|
$27,615,333.22
|
Variable2
|
March
2008
|
April,
2046
|
||||
|
II-23-B
|
$27,615,333.22
|
Variable2
|
April,
2046
|
|||||
|
II-24-A
|
$23,331,888.33
|
Variable2
|
April
2008
|
April,
2046
|
||||
|
II-24-B
|
$23,331,888.33
|
Variable2
|
April,
2046
|
|||||
|
II-25-A
|
$19,941,177.51
|
Variable2
|
May
2008
|
April,
2046
|
||||
|
II-25-B
|
$19,941,177.51
|
Variable2
|
April,
2046
|
|||||
|
II-26-A
|
$15,681,273.09
|
Variable2
|
June
2008
|
April,
2046
|
||||
|
II-26-B
|
$15,681,273.09
|
Variable2
|
April,
2046
|
|||||
|
II-27-A
|
$12,930,835.89
|
Variable2
|
July
2008
|
April,
2046
|
||||
|
II-27-B
|
$12,930,835.89
|
Variable2
|
April,
2046
|
|||||
|
II-28-A
|
$10,240,194.38
|
Variable2
|
August
2008
|
April,
2046
|
||||
|
II-28-B
|
$10,240,194.38
|
Variable2
|
April,
2046
|
|||||
|
II-29-A
|
$9,052,449.26
|
Variable2
|
September
2008
|
April,
2046
|
||||
|
II-29-B
|
$9,052,449.26
|
Variable2
|
April,
2046
|
|||||
|
II-30-A
|
$8,808,722.82
|
Variable2
|
October
2008
|
April,
2046
|
||||
|
II-30-B
|
$8,808,722.82
|
Variable2
|
April,
2046
|
|||||
|
II-31-A
|
$8,276,157.16
|
Variable2
|
November
2008
|
April,
2046
|
||||
|
II-31-B
|
$8,276,157.16
|
Variable2
|
April,
2046
|
|||||
|
II-32-A
|
$7,351,391.57
|
Variable2
|
January
2009
|
April,
2046
|
||||
|
II-32-B
|
$7,351,391.57
|
Variable2
|
April,
2046
|
|||||
|
II-33-A
|
$8,039,072.79
|
Variable2
|
February
2009
|
April,
2046
|
||||
|
II-33-B
|
$8,039,072.79
|
Variable2
|
April,
2046
|
|||||
|
II-34-A
|
$7,635,387.04
|
Variable2
|
March
2009
|
April,
2046
|
||||
|
II-34-B
|
$7,635,387.04
|
Variable2
|
April,
2046
|
|||||
|
II-35-A
|
$7,311,373.10
|
Variable2
|
April
2009
|
April,
2046
|
||||
|
II-35-B
|
$7,311,373.10
|
Variable2
|
April,
2046
|
|||||
|
II-36-A
|
$7,254,959.51
|
Variable2
|
May
2009
|
April,
2046
|
||||
|
II-36-B
|
$7,254,959.51
|
Variable2
|
April,
2046
|
|||||
|
II-37-A
|
$6,359,792.73
|
Variable2
|
June
2009
|
April,
2046
|
||||
|
II-37-B
|
$6,359,792.73
|
Variable2
|
April,
2046
|
|||||
|
II-38-A
|
$5,846,418.95
|
Variable2
|
July
2009
|
April,
2046
|
||||
|
II-38-B
|
$5,846,418.95
|
Variable2
|
April,
2046
|
|||||
|
II-39-A
|
$5,448,020.37
|
Variable2
|
August
2009
|
April,
2046
|
||||
|
II-39-B
|
$5,448,020.37
|
Variable2
|
April,
2046
|
|||||
|
II-40-A
|
$4,980,024.82
|
Variable2
|
September
2009
|
April,
2046
|
||||
|
II-40-B
|
$4,980,024.82
|
Variable2
|
April,
2046
|
|||||
|
II-41-A
|
$4,932,401.05
|
Variable2
|
October
2009
|
April,
2046
|
5
|
Designation
|
Initial
Uncertificated
Principal
Balance
|
Uncertificated
REMIC
1A
Pass-Through
Rate
|
Rate
Change
Date
|
Assumed
Final
Maturity
Date1
|
||||
|
II-41-B
|
$4,932,401.05
|
Variable2
|
April,
2046
|
|||||
|
II-42-A
|
$4,561,140.13
|
Variable2
|
November
2009
|
April,
2046
|
||||
|
II-42-B
|
$4,561,140.13
|
Variable2
|
April,
2046
|
|||||
|
II-43-A
|
$4,578,075.91
|
Variable2
|
December
2009
|
April,
2046
|
||||
|
II-43-B
|
$4,578,075.91
|
Variable2
|
April,
2046
|
|||||
|
II-44-A
|
$4,277,762.52
|
Variable2
|
January
2010
|
April,
2046
|
||||
|
II-44-B
|
$4,277,762.52
|
Variable2
|
April,
2046
|
|||||
|
II-45-A
|
$4,741,017.80
|
Variable2
|
February
2010
|
April,
2046
|
||||
|
II-45-B
|
$4,741,017.80
|
Variable2
|
April,
2046
|
|||||
|
II-46-A
|
$4,672,798.22
|
Variable2
|
March
2010
|
April,
2046
|
||||
|
II-46-B
|
$4,672,798.22
|
Variable2
|
April,
2046
|
|||||
|
II-47-A
|
$4,560,852.46
|
Variable2
|
April
2010
|
April,
2046
|
||||
|
II-47-B
|
$4,560,852.46
|
Variable2
|
April,
2046
|
|||||
|
II-48-A
|
$4,472,199.33
|
Variable2
|
May
2010
|
April,
2046
|
||||
|
II-48-B
|
$4,472,199.33
|
Variable2
|
April,
2046
|
|||||
|
II-49-A
|
$3,904,783.99
|
Variable2
|
June
2010
|
April,
2046
|
||||
|
II-49-B
|
$3,904,783.99
|
Variable2
|
April,
2046
|
|||||
|
II-50-A
|
$3,529,485.98
|
Variable2
|
July
2010
|
April,
2046
|
||||
|
II-50-B
|
$3,529,485.98
|
Variable2
|
April,
2046
|
|||||
|
II-51-A
|
$3,252,613.38
|
Variable2
|
August
2010
|
April,
2046
|
||||
|
II-51-B
|
$3,252,613.38
|
Variable2
|
April,
2046
|
|||||
|
II-52-A
|
$3,216,670.73
|
Variable2
|
September
2010
|
April,
2046
|
||||
|
II-52-B
|
$3,216,670.73
|
Variable2
|
April,
2046
|
|||||
|
II-53-A
|
$2,919,699.10
|
Variable2
|
October
2010
|
April,
2046
|
||||
|
II-53-B
|
$2,919,699.10
|
Variable2
|
April,
2046
|
|||||
|
II-54-A
|
$2,578,139.65
|
Variable2
|
November
2010
|
April,
2046
|
||||
|
II-54-B
|
$2,578,139.65
|
Variable2
|
April,
2046
|
|||||
|
II-55-A
|
$2,455,548.32
|
Variable2
|
December
2010
|
April,
2046
|
||||
|
II-55-B
|
$2,455,548.32
|
Variable2
|
April,
2046
|
|||||
|
II-56-A
|
$2,116,052.37
|
Variable2
|
January
2011
|
April,
2046
|
||||
|
II-56-B
|
$2,116,052.37
|
Variable2
|
April,
2046
|
|||||
|
II-57-A
|
$1,817,696.04
|
Variable2
|
February
2011
|
April,
2046
|
||||
|
II-57-B
|
$1,817,696.04
|
Variable2
|
April,
2046
|
|||||
|
II-58-A
|
$21,253,212.07
|
Variable2
|
March
2011
|
April,
2046
|
||||
|
II-58-B
|
$21,253,212.07
|
Variable2
|
April,
2046
|
_________________________
1 Solely
for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date in the month following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for each REMIC 1 Regular Interest.
2 Calculated
in accordance with the definition of “Uncertificated REMIC 1 Pass-Through Rate”
herein.
3 REMIC
1
Regular Interest IX will be entitled to all prepayment penalties or charges
with
respect to the Group I Mortgage Loans; REMIC 1 Regular Interest IIX will be
entitled to all prepayment penalties or charges with respect to the Group II
Mortgage Loans.
6
REMIC
2
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the REMIC 1 Regular Interests and certain other related
assets subject to this Agreement (exclusive of the Reserve Fund, the
Supplemental Interest Account, the Final Maturity Reserve Account and the Master
Servicer Prepayment Charge Payment Amounts) as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC 2.”
The Class R-2 Interest shall represent the sole class of “residual interests” in
REMIC 2 for purposes of the REMIC Provisions (as defined herein) under federal
income tax law. The following table irrevocably sets forth the designation,
the
Uncertificated REMIC 2 Pass-Through Rate, the initial Uncertificated Principal
Balance, and solely for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 2
Regular Interests. None of the REMIC 2 Regular Interests will be
certificated.
|
Designation
|
Initial
Uncertificated
Principal
Balance
|
Uncertificated
REMIC
2
Pass-Through
Rate
|
Assumed
Final
Maturity
Date1
|
|||
|
AA
|
$1,471,861,593.21
|
Variable2
|
April,
2046
|
|||
|
A-IA
|
$5,509,455.00
|
Variable2
|
April,
2046
|
|||
|
A-IIA1
|
$2,899,880.00
|
Variable2
|
April,
2046
|
|||
|
A-IIA2
|
$1,148,975.00
|
Variable2
|
April,
2046
|
|||
|
A-IIA3
|
$2,118,170.00
|
Variable2
|
April,
2046
|
|||
|
A-IIA4
|
$346,230.00
|
Variable2
|
April,
2046
|
|||
|
M1
|
$510,645.00
|
Variable2
|
April,
2046
|
|||
|
M2
|
$458,080.00
|
Variable2
|
April,
2046
|
|||
|
M3
|
$285,360.00
|
Variable2
|
April,
2046
|
|||
|
M4
|
$247,815.00
|
Variable2
|
April,
2046
|
|||
|
M5
|
$247,815.00
|
Variable2
|
April,
2046
|
|||
|
M6
|
$232,795.00
|
Variable2
|
April,
2046
|
|||
|
M7
|
$202,755.00
|
Variable2
|
April,
2046
|
|||
|
M8
|
$150,190.00
|
Variable2
|
April,
2046
|
|||
|
M9
|
$120,150.00
|
Variable2
|
April,
2046
|
|||
|
M10
|
$120,150.00
|
Variable2
|
April,
2046
|
|||
|
B
|
$150,190.00
|
Variable2
|
April,
2046
|
|||
|
ZZ
|
$15,289,336.70
|
Variable2
|
April,
2046
|
|||
|
1GRP
|
$137,650.44
|
Variable2
|
April,
2046
|
|||
|
1SUB
|
$27,461.34
|
Variable2
|
April,
2046
|
|||
|
2GRP
|
$162,729.48
|
Variable2
|
April,
2046
|
|||
|
2SUB
|
$32,464.38
|
Variable2
|
April,
2046
|
|||
|
Swap
IO
|
N/A3
|
Variable2
|
April,
2046
|
|||
|
FMR
IO
|
N/A4
|
Variable2
|
April,
2046
|
|||
|
XX
|
N/A4
|
Variable2
|
April,
2046
|
________________________
1 Solely
for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date in the month following the month of the maturity date for
the
Mortgage Loan with the latest maturity date has been designated as the “latest
possible maturity date” for each REMIC 2 Regular Interest.
2 Calculated
in accordance with the definition of “Uncertificated REMIC 2 Pass-Through Rate”
herein.
3 REMIC
2
Regular Interest Swap IO will not have a principal amount but will at all times
have a notional amount equal to the aggregate principal amounts of the REMIC
1
Regular Interests with the designation “A”.
4 REMIC
2
Regular Interest FMR IO will not have a principal amount but will at all times
have a notional amount equal to the aggregate principal amounts of all of the
REMIC 1 Regular Interests.
7
REMIC
3
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the REMIC 2 Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets shall be designated
as
“REMIC 3.” The Class R-3 Interest represents the sole class of “residual
interests” in REMIC 3 for purposes of the REMIC Provisions.
The
following table sets forth (or describes) the Class designation, Pass-Through
Rate and Original Class Certificate Principal Balance for each Class of
Certificates that represents one or more of the “regular interests” in REMIC 3
and each class of uncertificated “regular interests” in REMIC 3:
|
Class
Designation
|
Original
Class
Certificate
Principal
Balance
|
Pass-Through
Rate
|
Assumed
Final
Maturity
Date1
|
|||
|
I-A
|
$1,101,891,000
|
Variable2
|
April,
2046
|
|||
|
II-A1
|
$579,976,000
|
Variable2
|
April,
2046
|
|||
|
II-A2
|
$229,795,000
|
Variable2
|
April,
2046
|
|||
|
II-A3
|
$423,634,000
|
Variable2
|
April,
2046
|
|||
|
II-A4
|
$69,246,000
|
Variable2
|
April,
2046
|
|||
|
M-1
|
$102,129,000
|
Variable2
|
April,
2046
|
|||
|
M-2
|
$91,616,000
|
Variable2
|
April,
2046
|
|||
|
M-3
|
$57,072,000
|
Variable2
|
April,
2046
|
|||
|
M-4
|
$49,563,000
|
Variable2
|
April,
2046
|
|||
|
M-5
|
$49,563,000
|
Variable2
|
April,
2046
|
|||
|
M-6
|
$46,559,000
|
Variable2
|
April,
2046
|
|||
|
M-7
|
$40,551,000
|
Variable2
|
April,
2046
|
|||
|
M-8
|
$30,038,000
|
Variable2
|
April,
2046
|
|||
|
M-9
|
$24,030,000
|
Variable2
|
April,
2046
|
|||
|
M-10
|
$24,030,000
|
Variable2
|
April,
2046
|
|||
|
B
|
$30,038,000
|
Variable2
|
April,
2046
|
|||
|
Swap
IO
|
N/A5
|
Variable5
|
April,
0000
|
|||
|
XX
Xxxxxxx XX
|
X/X0
|
Variable5
|
April,
2046
|
|||
|
Class
C Interest3
|
$54,068,069.82
|
Variable2
|
April,
2046
|
|||
|
Class
P Interest
|
$100.00
|
N/A4
|
April,
2046
|
___________________
1 Solely
for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date in the month following the month of the maturity date for
the
Mortgage Loan with the latest maturity date has been designated as the “latest
possible maturity date” for each Class of Certificates or uncertificated
interests that represents one or more of the “regular interests” in REMIC
3.
2 Calculated
in accordance with the definition of “Pass-Through Rate” herein.
3 The
Class
C Interest will accrue interest at its variable Pass-Through Rate on its
Notional Amount outstanding from time to time, which shall equal the aggregate
of the Uncertificated Principal Balances of the REMIC 2 Regular Interests.
The
Class C Interest will not accrue interest on its Uncertificated Principal
Balance.
4 The
Class
P Interest will not accrue interest.
5 The
interests designated “Swap IO” and “FM Reserve IO” will not have principal
amounts or interest rates but will be entitled to 100% of the interest paid
on
REMIC 2 Regular Interests Swap IO and FMR IO, respectively. These interests
will
not be certificated.
8
REMIC CX
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class C Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as
“REMIC CX.” The Class R-CX Interest shall represent the sole class of
“residual interests” in REMIC CX for purposes of the REMIC Provisions (as
defined herein) under federal income tax law. The following table irrevocably
sets forth the designation, the Pass-Through Rate, initial Uncertificated
Principal Balance, and solely for purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each
of the REMIC CX Regular Interests.
|
Designation
|
Uncertificated
REMIC CX
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Assumed
Final
Maturity
Date1
|
|||
|
Class
C
|
Variable2
|
$54,068,069.82
|
April,
2046
|
_________________________
1 Solely
for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the Distribution Date in the month following the month of the maturity date
for
the Mortgage Loan with the latest maturity date has been designated as the
“latest possible maturity date” for each REMIC CX Regular
Interest.
2 The
Class C Certificates will not accrue interest on their Certificate Principal
Balance. Instead, the monthly interest due on the Class C Certificates will
be
100% of the interest paid on the Class C Interest.
9
REMIC PX
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class P Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as
“REMIC PX.” The Class R-PX Interest shall represent the sole class of
“residual interests” in REMIC PX for purposes of the REMIC Provisions (as
defined herein) under federal income tax law. The following table irrevocably
sets forth the designation, the Pass-Through Rate, initial Uncertificated
Principal Balance, and solely for purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each
of the REMIC PX Regular Interests.
|
Designation
|
Uncertificated
REMIC PX
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Assumed
Final
Maturity
Date1
|
|||
|
Class
P
|
N/A2
|
$100.00
|
April,
2046
|
_________________________
1 Solely
for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the Distribution Date in the month following the month of the maturity date
for
the Mortgage Loan with the latest maturity date has been designated as the
“latest possible maturity date” for each REMIC PX Regular
Interest.
2 The
Class P Certificates will not accrue interest.
10
REMIC
SwapX
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class P Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC
SwapX.” The Class R-SwapX Interest shall represent the sole class of “residual
interests” in REMIC SwapX for purposes of the REMIC Provisions (as defined
herein) under federal income tax law. The following table irrevocably sets
forth
the designation, the Pass-Through Rate, initial Uncertificated Principal
Balance, and solely for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC
SwapX Regular Interests.
|
Designation
|
Uncertificated
REMIC PX
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Assumed
Final
Maturity
Date1
|
|||
|
Class
Swap IO
|
N/A2
|
$0.00
|
April,
2046
|
_________________________
1 Solely
for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date in the month following the month of the maturity date for
the
Mortgage Loan with the latest maturity date has been designated as the “latest
possible maturity date” for each REMIC SwapX Regular Interest.
2 The
Class Swap IO Upper-Tier Interest will not accrue interest on its Certificate
Principal Balance. Instead, the monthly interest due on the Class Swap IO
Upper-Tier Interest will be 100% of the interest paid on the Class Swap IO
Interest.
11
ARTICLE
I
DEFINITIONS
|
Section
1.01
|
Defined
Terms.
|
Whenever
used in this Agreement or in the Preliminary Statement, the following words
and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article. Unless otherwise specified, all calculations in
respect of interest on the Class A Certificates, the Mezzanine Certificates
and
the Class B Certificates shall be made on the basis of the actual number of
days
elapsed on the basis of a 360-day year and all other calculations of interest
described herein shall be made on the basis of a 360-day year consisting of
twelve 30-day months. The Class P Certificates and the Residual Certificates
are
not entitled to distributions in respect of interest and, accordingly, will
not
accrue interest.
“1933
Act”:
The
Securities Act of 1933, as amended.
“1934
Act”:
The
Exchange Act of 1934, as amended.
“Account”:
Either
of the Collection Account and Distribution Account.
“Accrual
Period”:
With
respect to the Class C Certificates, the REMIC 1 Regular Interests and the
Class C Interest, and each Distribution Date, the calendar month prior to the
month of such Distribution Date. With respect to the Class A Certificates,
the
Mezzanine Certificates and the Class B Certificates, and each Distribution
Date,
the period commencing on the immediately preceding Distribution Date (or in
the
case of the first such Accrual Period, commencing on the Closing Date) and
ending on the day immediately preceding such Distribution Date.
“Additional
Termination Event”:
As
defined in the Swap Agreement.
“Adjustable
Rate Mortgage Loan”:
A
Mortgage Loan which provides for an adjustable Mortgage Rate payable with
respect thereto.
“Adjusted
Net Maximum Mortgage Rate”:
With
respect to any Mortgage Loan (or the related REO Property), as of any
Distribution Date, a per annum rate of interest equal to the Maximum Mortgage
Rate for such Mortgage Loan (if such Mortgage Loan is an Adjustable Rate
Mortgage Loan) or the Mortgage Rate for such Mortgage Loan (if such Mortgage
Loan is a Fixed Rate Mortgage Loan), in either case as of the first day of
the
month preceding the month in which such Distribution Date occurs, minus the
sum
of (i) the Servicing Fee Rate, (ii) the PMI Insurer Fee Rate, if applicable,
and
(iii) the Trustee Fee Rate.
“Adjusted
Net Mortgage Rate”:
With
respect to any Mortgage Loan (or the related REO Property), as of any
Distribution Date, a per annum rate of interest equal to the 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 sum of (i) the Servicing Fee Rate,
(ii) the PMI Insurer Fee Rate, if applicable, and (iii) the Trustee Fee
Rate.
12
“Adjustment
Date”:
With
respect to each Adjustable Rate Mortgage Loan, each date, on which the Mortgage
Rate of such Mortgage Loan changes pursuant to the related Mortgage Note. The
first Adjustment Date following the Cut-off Date as to each Adjustable Rate
Mortgage Loan is set forth in the Mortgage Loan Schedule.
“Advance”:
As to
any Mortgage Loan or REO Property, any advance made by the Master Servicer
in
respect of any Distribution Date pursuant to Section 4.04.
“Advancing
Person”:
As
defined in Section 3.27 hereof.
“Adverse
REMIC Event”:
As
defined in Section 10.01(f) hereof.
“Affiliate”:
With
respect to any Person, any other Person controlling, controlled by or under
common control with such Person. For purposes of this definition, “control”
means the power to direct the management and policies of a Person, directly
or
indirectly, whether through ownership of voting securities, by contract or
otherwise and “controlling” and “controlled” shall have meanings correlative to
the foregoing.
“Aggregate
Final Maturity Reserve Amount”:
With
respect any Distribution Date, the sum of the Group I Final Maturity Reserve
Amount and the Group II Final Maturity Reserve Amount.
“Agreement”:
This
Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
“Allocated
Realized Loss Amount”:
With
respect to any Distribution Date and any Class of the Mezzanine Certificates
and
the Class B Certificates, an amount equal to (a) the sum of (i) any
Realized Losses allocated to such Class of Certificates on such Distribution
Date and (ii) any Allocated Realized Loss Amount for such Class of
Certificates remaining unpaid from the previous Distribution Date less (b)
any
Allocated Realized Loss Amounts that have been reinstated with respect to such
Class of Certificates on prior Distribution Dates due to Subsequent
Recoveries.
“Annual
Statement of Compliance”:
As
defined in Section 3.20(a) hereof.
“Appraised
Value”:
With
respect to any Mortgaged Property, the value thereof as determined by an
appraisal made for the originator of the related Mortgage Loan at the time
of
origination of such Mortgage Loan by an appraiser who met the minimum
requirements of Xxxxxx Xxx.
“Assessment
of Compliance”:
As
defined in Section 3.21(a) hereof.
“Assignment”:
An
assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form (excepting therefrom, if applicable, the mortgage recordation
information which has not been required pursuant to Section 2.01 hereof or
returned by the applicable recorder’s office), which is sufficient under the
laws of the jurisdiction in which the related Mortgaged Property is located
to
reflect of record the sale of the Mortgage.
13
“Attestation
Report”:
As
defined in Section 3.21(b) hereof.
“Available
Funds”:
With
respect to any Distribution Date, an amount equal to the excess of (i) the
sum of (a) the aggregate of the Monthly Payments on the Mortgage Loans due
on the related Due Date and received on or prior to the related Determination
Date, (b) Liquidation
Proceeds, Insurance Proceeds, Principal Prepayments, Gross Subsequent Recoveries
and other unscheduled recoveries of principal and interest in respect of the
Mortgage Loans during the related Prepayment Period (other than any Prepayment
Charges collected by the Master Servicer in connection with the full or partial
prepayment of any of the Mortgage Loans, any Master Servicer Prepayment Charge
Payment Amount in connection with the Mortgage Loans and any Prepayment Interest
Excess), (c) the aggregate of any amounts received in respect of an REO
Property acquired in respect of a Mortgage Loan withdrawn from any REO Account
and deposited in the Collection Account for such Distribution Date, (d) the
aggregate of any amounts deposited in the Collection Account by the Master
Servicer in respect of related Prepayment Interest Shortfalls on the Mortgage
Loans for such Distribution Date, (e) the aggregate of any Advances made by
the Master Servicer or the Trustee for such Distribution Date with respect
to
the Mortgage Loans, (f) the aggregate of any related advances made by or on
behalf of the Trustee for such Distribution Date with respect to the Mortgage
Loans pursuant to Section 7.02(b) and (g) the aggregate of any amounts
constituting proceeds of repurchases or substitutions of the Mortgage Loans
occurring during the related Prepayment Period over (ii) the sum, without
duplication, of (a) amounts reimbursable or payable to the Depositor, the
Master Servicer, the Trustee, the Seller, the NIMS Insurer or any Sub-Servicer
pursuant to Section 3.11 or Section 3.12 in respect of the Mortgage
Loans or otherwise payable in respect of Extraordinary Trust Fund Expenses,
(b) amounts deposited in the Collection Account or the Distribution Account
pursuant to clauses (i)(a) through (g) above, as the case may be, in error,
(c) Stayed Funds, (d) any Trustee Fee pursuant to Section 8.05 and any
indemnification payments or expense reimbursements made by the Trust Fund
pursuant to Section 8.05, (e) the PMI Insurer Fee payable from the
Distribution Account and (f) amounts reimbursable to the Trustee for an advance
made pursuant to Section 7.02(b) which advance the Trustee has determined
to be nonrecoverable from the Stayed Funds in respect of which it was
made.
“Bankruptcy
Code”:
The
Bankruptcy Reform Act of 1978 (Title 11 of the United States Code), as
amended.
“Bankruptcy
Loss”:
With
respect to any Mortgage Loan, a Realized Loss resulting from a Deficient
Valuation or Debt Service Reduction.
“Book-Entry
Certificates”:
Any of
the Certificates that shall be registered in the name of the Depository or
its
nominee, the ownership of which is reflected on the books of the Depository
or
on the books of a Person maintaining an account with the Depository (directly,
as a “Depository Participant”, or indirectly, as an indirect participant in
accordance with the rules of the Depository and as described in
Section 5.02 hereof). On the Closing Date, the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates shall be Book-Entry
Certificates.
“Book-Entry
Custodian”:
The
custodian appointed pursuant to Section 5.01(b).
14
“Business
Day”:
Any
day other than a Saturday, a Sunday or a day on which banking or savings
institutions in the State of California, the State of Delaware, the State of
New
York, the State of Washington, 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.
“Calculation
Period”:
As
such term is defined in the Swap Agreement.
“Certificate”:
Any
Regular Certificate or Residual Certificate.
“Certificate
Margin”:
With
respect to the Class I-A Certificates on each Distribution Date (A) on or
prior to the Optional Termination Date, 0.180%
per
annum
and (B) after the Optional Termination Date, 0.360%
per
annum. With respect to the Class II-A1 Certificates on each Distribution Date
(A) on or prior to the Optional Termination Date, 0.070%
per
annum and (B) after the Optional Termination Date, 0.140%
per
annum. With respect to the Class II-A2 Certificates on each Distribution Date
(A) on or prior to the Optional Termination Date, 0.130%
per
annum and (B) after the Optional Termination Date, 0.260%
per
annum. With respect to the Class II-A3 Certificates on each Distribution Date
(A) on or prior to the Optional Termination Date, 0.190%
per
annum and (B) after the Optional Termination Date, 0.380%
per
annum. With respect to the Class II-A4 Certificates on each Distribution Date
(A) on or prior to the Optional Termination Date, 0.290%
per
annum and (B) after the Optional Termination Date, 0.580%
per
annum. With respect to the Class M-1 Certificates on each Distribution Date
(A) on or prior to the Optional Termination Date, 0.360%
per
annum and (B) after the Optional Termination Date, 0.540%
per
annum. With respect to the Class M-2 Certificates on each Distribution Date
(A) on or prior to the Optional Termination Date, 0.390%
per
annum and (B) after the Optional Termination Date, 0.585%
per
annum. With respect to the Class M-3 Certificates on each Distribution Date
(A) on or prior to the Optional Termination Date, 0.420%
per
annum and (B) after the Optional Termination Date, 0.630%
per
annum. With respect to the Class M-4 Certificates on each Distribution Date
(A) on or prior to the Optional Termination Date, 0.530%
per
annum and (B) after the Optional Termination Date, 0.795%
per
annum. With respect to the Class M-5 Certificates on each Distribution Date
(A) on or prior to the Optional Termination Date, 0.570%
per
annum and (B) after the Optional Termination Date, 0.855%
per
annum. With respect to the Class M-6 Certificates on each Distribution Date
(A) on or prior to the Optional Termination Date, 0.620%
per
annum and (B) after the Optional Termination Date, 0.930%
per
annum. With respect to the Class M-7 Certificates on each Distribution Date
(A) on or prior to the Optional Termination Date, 1.200%
per
annum and (B) after the Optional Termination Date, 1.800%
per
annum. With respect to the Class M-8 Certificates on each Distribution Date
(A) on or prior to the Optional Termination Date, 1.450%
per
annum and (B) after the Optional Termination Date, 2.175%
per
annum. With respect to the Class M-9 Certificates on each Distribution Date
(A) on or prior to the Optional Termination Date, 2.500%
per
annum and (B) after the Optional Termination Date, 3.750%
per
annum. With respect to the Class M-10 Certificates on each Distribution Date
(A) on or prior to the Optional Termination Date, 2.500%
per
annum and (B) after the Optional Termination Date, 3.750%
per
annum. With respect to the Class B Certificates on each Distribution Date (A)
on
or prior to the Optional Termination Date, 2.500%
per
annum and (B) after the Optional Termination Date, 3.750%
per
annum.
15
“Certificate
Owner”:
With
respect to each Book-Entry Certificate, any beneficial owner
thereof.
“Certificate
Principal Balance”:
With
respect to any Class A Certificates, Mezzanine Certificates, Class B
Certificates or Class P Certificates immediately prior to any Distribution
Date,
an amount equal to the Initial Certificate Principal Balance thereof reduced
by
the sum of all amounts actually distributed in respect of principal of such
Class and, in the case of a Mezzanine Certificate or Class B Certificate,
Realized Losses allocated thereto on all prior Distribution Dates and, in the
case of a Mezzanine Certificate or Class B Certificate, increased by the
Allocated Realized Loss Amounts reinstated thereto on all prior Distribution
Dates due to Subsequent Recoveries. With respect to any Class C Certificates
as
of any date of determination, an amount equal to the Uncertificated Principal
Balance of the Class C Interest. The Residual Certificates will not have a
Certificate Principal Balance.
“Certificate
Register”:
The
register established and maintained pursuant to Section 5.02 hereof.
“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, direction or taking any other action
pursuant to this Agreement, any Certificate registered in the name of the
Depositor or the Master Servicer or any Affiliate thereof shall be deemed not
to
be outstanding and the Voting Rights to which it is entitled shall not be taken
into account in determining whether the requisite percentage of Voting Rights
necessary to effect any such consent, direction or other action has been
obtained, except as otherwise provided in Section 11.01. The Trustee and
the NIMS Insurer may conclusively rely upon a certificate of the Depositor
or
the Master Servicer in determining whether a Certificate is held by an Affiliate
thereof. All references herein to “Holders” or “Certificateholders” shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee and the NIMS
Insurer shall be required to recognize as a “Holder” or “Certificateholder” only
the Person in whose name a Certificate is registered in the Certificate
Register.
“Certification”:
As
defined in Section 4.08(b) hereof.
“Class”:
Collectively, Certificates which have the same priority of payment and bear
the
same class designation and the form of which is identical except for variation
in the Percentage Interest evidenced thereby.
“Class
I-A Certificate”:
Any
one of the Class I-A Certificates as designated on the face thereof
substantially in the form annexed hereto as Exhibit A-1 executed,
authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and therein and evidencing a regular interest
in REMIC 3.
“Class
II-A1 Certificate”:
Any
one of the Class II-A1 Certificates as designated on the face thereof
substantially in the form annexed hereto as Exhibit A-2 executed,
authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and therein and evidencing a regular interest
in REMIC 3.
16
“Class
II-A2 Certificate”:
Any
one of the Class II-A2 Certificates as designated on the face thereof
substantially in the form annexed hereto as Exhibit A-3 executed,
authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and therein and evidencing a regular interest
in REMIC 3.
“Class
II-A3 Certificate”:
Any
one of the Class II-A3 Certificates as designated on the face thereof
substantially in the form annexed hereto as Exhibit A-4 executed,
authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and therein and evidencing a regular interest
in REMIC 3.
“Class
II-A4 Certificate”:
Any
one of the Class II-A4 Certificates as designated on the face thereof
substantially in the form annexed hereto as Exhibit A-5 executed,
authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and therein and evidencing a regular interest
in REMIC 3.
“Class
A Certificates”:
The
Group I Senior Certificates and the Group II Senior Certificates.
“Class
A Principal Distribution Amount”:
With
respect to any Distribution Date, the sum of the Group I Senior Principal
Distribution Amount and the Group II Senior Principal Distribution
Amount.
“Class
B Certificate”:
Any
one of the Class B Certificates as designated on the face thereof substantially
in the form annexed hereto as Exhibit A-16, executed, authenticated and
delivered by the Trustee, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC 3.
“Class
B Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the amount equal to the lesser of (I) the
aggregate Certificate Principal Balance of the Class B Certificates immediately
prior to such Distribution Date and (II) the excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Class A Principal Distribution Amount
on
such Distribution Date), (ii) the aggregate 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 aggregate
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 aggregate 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 aggregate
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 aggregate 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 aggregate
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 aggregate 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 aggregate
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 aggregate 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 aggregate
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 aggregate Certificate Principal Balance of
the
Class B Certificates immediately prior to such Distribution Date over (y) the
lesser of (A) the product of (i) 96.40% and (ii) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) and (B) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
the Overcollateralization Floor.
17
“Class
C Certificate”:
Any
one of the Class C Certificates as designated on the face thereof substantially
in the form annexed hereto as Exhibit A-17, executed, authenticated and
delivered by the Trustee, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in
REMIC CX.
“Class
C Interest”
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class C Certificates and the Class R-CX Interest, evidencing
a
Regular Interest in REMIC 3 for purposes of the REMIC Provisions.
“Class
C NIM Payment Amount”:
For
any Distribution Date (I) on or before the date the NIM Notes are issued, zero,
(II) from the first Distribution Date after the date on which the NIM Notes
are
issued until the principal balance of the NIM Notes has been reduced to zero,
the amount necessary to pay in full the NIM Notes as provided in the Indenture
and to pay in full any amounts owed to the NIMS Insurer as provided in the
Indenture less the amounts payable to the Class C Certificates from the Reserve
Fund on such Distribution Date and (III) thereafter, zero.
“Class
C Shortfall”:
As
defined in Section 10.01(l) hereof.
“Class
FMR IO Interest”
An
uncertificated interest in the Trust Fund, evidencing a Regular Interest in
REMIC 3 for purposes of the REMIC Provisions.
“Class M-1
Certificate”:
Any
one of the Class M-1 Certificates as designated on the face thereof
substantially in the form annexed hereto as Exhibit A-6, executed,
authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and therein and evidencing a regular interest
in REMIC 3.
“Class M-1
Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the amount equal to the lesser of (I) the
aggregate Certificate Principal Balance of the Class M-1 Certificates
immediately prior to such Distribution Date and (II) the excess of (x) the
sum
of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date) and (ii) the aggregate
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) 66.90%
and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus the Overcollateralization
Floor.
18
“Class M-2
Certificate”:
Any
one of the Class M-2 Certificates as designated on the face thereof
substantially in the form annexed hereto as Exhibit A-7, executed,
authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and therein and evidencing a regular interest
in REMIC 3.
“Class
M-2 Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the amount equal to the lesser of (I) the
aggregate Certificate Principal Balance of the Class M-2 Certificates
immediately prior to such Distribution Date and (II) the excess of
(x) the sum of (i) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the payment of the Class A
Principal Distribution Amount on such Distribution Date), (ii) the
aggregate 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 aggregate 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) 73.00%
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-3
Certificate”:
Any
one of the Class M-3 Certificates as designated on the face thereof
substantially in the form annexed hereto as Exhibit A-8, executed,
authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and therein and evidencing a regular interest
in REMIC 3.
“Class
M-3 Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the amount equal to the lesser of (I) the
aggregate Certificate Principal Balance of the Class M-3 Certificates
immediately prior to such Distribution Date and (II) the excess of
(x) the sum of (i) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the payment of the Class A
Principal Distribution Amount on such Distribution Date), (ii) the
aggregate 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 aggregate 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 aggregate 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) 76.80%
and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus the Overcollateralization
Floor.
19
“Class
M-4 Certificate”:
Any
one of the Class M-4 Certificates as designated on the face thereof
substantially in the form annexed hereto as Exhibit A-9, executed,
authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and therein and evidencing a regular interest
in REMIC 3.
“Class
M-4 Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the amount equal to the lesser of (I) the
aggregate Certificate Principal Balance of the Class M-4 Certificates
immediately prior to such Distribution Date and (II) the excess of
(x) the sum of (i) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the payment of the Class A
Principal Distribution Amount on such Distribution Date), (ii) the
aggregate 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 aggregate 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
aggregate 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 aggregate 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) 80.10%
and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus the Overcollateralization
Floor.
“Class
M-5 Certificate”:
Any
one of the Class M-5 Certificates as designated on the face thereof
substantially in the form annexed hereto as Exhibit A-10, executed,
authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and therein and evidencing a regular interest
in REMIC 3.
“Class
M-5 Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the amount equal to the lesser of (I) the
aggregate Certificate Principal Balance of the Class M-5 Certificates
immediately prior to such Distribution Date and (II) the excess of
(x) the sum of (i) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the payment of the Class A
Principal Distribution Amount on such Distribution Date), (ii) the
aggregate 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 aggregate 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
aggregate 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 aggregate 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
aggregate 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) 83.40%
and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus the Overcollateralization
Floor.
20
“Class
M-6 Certificate”:
Any
one of the Class M-6 Certificates as designated on the face thereof
substantially in the form annexed hereto as Exhibit A-11, executed,
authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and therein and evidencing a regular interest
in REMIC 3.
“Class
M-6 Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the amount equal to the lesser of (I) the
aggregate Certificate Principal Balance of the Class M-6 Certificates
immediately prior to such Distribution Date and (II) the excess of
(x) the sum of (i) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the payment of the Class A
Principal Distribution Amount on such Distribution Date), (ii) the
aggregate 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 aggregate 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
aggregate 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 aggregate 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
aggregate 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 aggregate 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) 86.50%
and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus the Overcollateralization
Floor.
21
“Class
M-7 Certificate”:
Any
one of the Class M-7 Certificates as designated on the face thereof
substantially in the form annexed hereto as Exhibit A-12, executed,
authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and therein and evidencing a regular interest
in REMIC 3.
“Class
M-7 Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the amount equal to the lesser of (I) the
aggregate Certificate Principal Balance of the Class M-7 Certificates
immediately prior to such Distribution Date and (II) the excess of
(x) the sum of (i) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the payment of the Class A
Principal Distribution Amount on such Distribution Date), (ii) the
aggregate 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 aggregate 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
aggregate 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 aggregate 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
aggregate 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 aggregate 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
aggregate 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) 89.20%
and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus the Overcollateralization
Floor.
“Class M-8
Certificate”:
Any
one of the Class M-8 Certificates as designated on the face thereof
substantially in the form annexed hereto as Exhibit A-13, executed,
authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and therein and evidencing a regular interest
in REMIC 3.
“Class
M-8 Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the amount equal to the lesser of (I) the
aggregate Certificate Principal Balance of the Class M-8 Certificates
immediately prior to such Distribution Date and (II) the excess of
(x) the sum of (i) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the payment of the Class A
Principal Distribution Amount on such Distribution Date), (ii) the
aggregate 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 aggregate 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
aggregate 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 aggregate 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
aggregate 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 aggregate 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
aggregate 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 aggregate Certificate Principal Balance
of the Class M-8 Certificates immediately prior to such Distribution Date over
(y) the lesser of (A) the product of (i) 91.20%
and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus the Overcollateralization
Floor.
22
“Class M-9
Certificate”:
Any
one of the Class M-9 Certificates as designated on the face thereof
substantially in the form annexed hereto as Exhibit A-14, executed,
authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and therein and evidencing a regular interest
in REMIC 3.
“Class
M-9 Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the amount equal to the lesser of (I) the
aggregate Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date and (II) the excess of
(x) the sum of (i) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the payment of the Class A
Principal Distribution Amount on such Distribution Date), (ii) the
aggregate 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 aggregate 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
aggregate 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 aggregate 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
aggregate 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 aggregate 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
aggregate 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 aggregate 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
aggregate Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 92.80%
and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus the Overcollateralization
Floor.
23
“Class
M-10 Certificate”:
Any
one of the Class M-10 Certificates as designated on the face thereof
substantially in the form annexed hereto as Exhibit A-15, executed,
authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and therein and evidencing a regular interest
in REMIC 3.
“Class
M-10 Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the amount equal to the lesser of (I) the
aggregate Certificate Principal Balance of the Class M-10 Certificates
immediately prior to such Distribution Date and (II) the excess of (x) the
sum
of (i) the aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the payment of the Class A Principal Distribution
Amount on such Distribution Date), (ii) the aggregate 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 aggregate 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 aggregate 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 aggregate
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 aggregate 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 aggregate
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 aggregate 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 aggregate
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 aggregate 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 aggregate
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)
94.40%
and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the Overcollateralization Floor.
24
“Class
P Certificate”:
Any
one of the Class P Certificates as designated on the face thereof substantially
in the form annexed hereto as Exhibit A-18, executed, authenticated and
delivered by the Trustee, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in
REMIC PX.
“Class
P Interest”:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class P Certificates, evidencing a Regular Interest in REMIC
3
for purposes of the REMIC Provisions.
“Class
R Certificate”:
Any
one of the Class R Certificates as designated on the face thereof substantially
in the form annexed hereto as Exhibit A-19, executed, authenticated and
delivered by the Trustee, evidencing the ownership of the Class R-1 Interest,
the Class R-2 Interest and the Class R-3 Interest.
“Class
R-1 Interest”:
The
Residual Interest in REMIC 1.
“Class
R-2 Interest”:
The
Residual Interest in REMIC 2.
“Class
R-3 Interest”:
The
Residual Interest in REMIC 3.
“Class
R-CX Certificate”:
Any
one of the Class R-CX Certificates as designated on the face thereof
substantially in the form annexed hereto as Exhibit A-20, executed,
authenticated and delivered by the Trustee, evidencing the ownership of the
Class R-CX Interest and the Class R-SwapX Interest.
“Class
R-CX Interest”:
The
Residual Interest in REMIC CX.
“Class
R-PX Certificate”:
Any
one of the Class R-PX Certificates as designated on the face thereof
substantially in the form annexed hereto as Exhibit A-21, executed,
authenticated and delivered by the Trustee, evidencing the ownership of the
Class R-PX Interest.
“Class
R-PX Interest”:
The
Residual Interest in REMIC PX.
“Class
R-SwapX Interest”:
The
Residual Interest in REMIC SwapX.
“Class
Swap IO Interest”:
An
uncertificated interest in the Trust Fund, evidencing a Regular Interest in
REMIC 3 for purposes of the REMIC Provisions.
“Class
Swap IO Upper-Tier Interest”:
An
uncertificated interest in the Trust Fund, evidencing a Regular Interest in
REMIC SwapX for purposes of the REMIC Provisions.
“Close
of Business”:
As
used herein, with respect to any Business Day, 5:00 p.m. (New York
time).
“Closing
Date”:
March
7, 2006.
25
“Closing
Date Mortgage Loans”:
The
Group I Closing Date Mortgage Loans and the Group II Closing Date
Mortgage Loans.
“Code”:
The
Internal Revenue Code of 1986, as amended.
“Collection
Account”:
The
account or accounts created and maintained by the Master Servicer pursuant
to
Section 3.10(a), which shall be entitled “Deutsche Bank National Trust
Company, as Trustee, in trust for registered Holders of Long Beach Mortgage
Loan
Trust 2006-2, Asset-Backed Certificates, Series 2006-2” and which must be an
Eligible Account.
“Commission”:
The
Securities and Exchange Commission.
“Compensating
Interest”:
As
defined in Section 3.24.
“Corporate
Trust Office”:
The
principal corporate trust office of the Trustee at which at any particular
time
its corporate trust business in connection with this Agreement shall be
administered, which office at the date of the execution of this instrument
is
located at 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000, or at
such other address as the Trustee may designate from time to time by notice
to
the Certificateholders, the Swap Counterparty, the Depositor and the Master
Servicer.
“Corresponding
Certificates”:
As
shown on the following chart:
|
REMIC
2 Regular Interest
|
Corresponding
Certificate
|
|
IA
|
Class
I-A Certificates
|
|
IIA1
|
Class
II-A1 Certificates
|
|
IIA2
|
Class
II-A2 Certificates
|
|
IIA3
|
Class
II-A3 Certificates
|
|
IIA4
|
Class
II-A4 Certificates
|
|
M1
|
Class
M-1 Certificates
|
|
M2
|
Class
M-2 Certificates
|
|
M3
|
Class
M-3 Certificates
|
|
M4
|
Class
M-4 Certificates
|
|
M5
|
Class
M-5 Certificates
|
|
M6
|
Class
M-6 Certificates
|
|
M7
|
Class
M-7 Certificates
|
26
|
REMIC
2 Regular Interest
|
Corresponding
Certificate
|
|
M8
|
Class
M-8 Certificates
|
|
M9
|
Class
M-9 Certificates
|
|
M10
|
Class
M-10 Certificates
|
|
B
|
Class
B Certificates
|
|
Class
C Interest
|
Class
C Certificates
|
|
P
and the Class P Interest
|
Class
P Certificates
|
“Counterparty
Payment”:
With
respect to any Distribution Date is an amount equal to the product of (i)
USD-LIBOR-BBA for such Distribution Date, (ii) the Swap Notional Amount for
such
Distribution Date and (iii) a fraction, the numerator of which is the actual
number of days elapsed in the related Calculation Period and the denominator
of
which is 360.
“Credit
Enhancement Percentage”:
With
respect to any Distribution Date, the percentage equivalent of a fraction,
the
numerator of which is (x) the sum of the aggregate Certificate Principal
Balance of the Mezzanine Certificates, the Class B Certificates and the
Uncertificated Principal Balance of the Class C Interest, calculated prior
to
distribution of the Group I Principal Distribution Amount and the Group II
Principal Distribution Amount in respect of the Certificates then entitled
to
distributions of principal on such Distribution Date, and the denominator of
which is (y) the aggregate Stated Principal Balance of the Mortgage Loans,
calculated prior to taking into account payments of principal on the Mortgage
Loans due on the related Due Date or received during the related Prepayment
Period.
“Cumulative
Loss Trigger Event”:
A
Cumulative Loss Trigger Event has occurred with respect to any Distribution
Date
in or after April 2008, if the percentage obtained by dividing (x) the
aggregate amount of Realized Losses incurred (less any Subsequent Recoveries)
with respect to the Mortgage Loans from the Cut-off Date through the last day
of
the related Due Period by (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date, exceeds the applicable percentage set
forth below for such Distribution Date:
27
|
Distribution
Date Occurring in
|
Cumulative
Loss Percentage
|
|
April
2008 through March 2009
|
1.35%
for the first month, plus an additional 1/12th of 1.65%
for each month thereafter.
|
|
April
2009 through March 2010
|
3.00%
for the first month, plus an additional 1/12th of 1.50%
for each month thereafter.
|
|
April
2010 through March 2011
|
4.50%
for the first month, plus an additional 1/12th of 1.50%
for each month thereafter.
|
|
April
2011 through March 2012
|
6.00%
for the first month, plus an additional 1/12th of 0.50%
for each month thereafter.
|
|
April
2012 and thereafter
|
6.50%
for each month.
|
“Custodial
Agreement”:
Any
agreement that may be entered into by the Trustee and any Custodian or any
agreement assigned to the Trustee providing for holding and safekeeping of
Mortgage Files on behalf of the Trust.
“Custodian”:
A
custodian appointed as provided in Section 8.11 hereof pursuant to a Custodial
Agreement.
“Cut-off
Date”:
With
respect to each Closing Date Mortgage Loan, March 1, 2006; and with respect
to
each Qualified Substitute Mortgage Loan, its date of substitution, as
applicable.
“Cut-off
Date Aggregate Principal Balance”:
The
aggregate of the Cut-off Date Principal Balances of the Mortgage
Loans.
“Cut-off
Date Principal Balance”:
With
respect to any Mortgage Loan, the unpaid principal balance thereof as of the
Cut-off Date (with respect to a Closing Date Mortgage Loan); or as of the
applicable date of substitution (with respect to a Qualified Substitute Mortgage
Loan), after giving effect to scheduled payments due on or before the Cut-off
Date, whether or not received.
“Debt
Service Reduction”:
With
respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment
for
such Mortgage Loan by a court of competent jurisdiction in a proceeding under
the Bankruptcy Code, except such a reduction resulting from a Deficient
Valuation.
“Deficient
Valuation”:
With
respect to any Mortgage Loan, a valuation of the related Mortgaged Property
by a
court of competent jurisdiction in an amount less than the then outstanding
principal balance of the Mortgage Loan, which valuation results from a
proceeding initiated under the Bankruptcy Code.
“Definitive
Certificates”:
As
defined in Section 5.01(b) hereof.
28
“Deleted
Mortgage Loan”:
A
Mortgage Loan replaced or to be replaced by one or more Qualified Substitute
Mortgage Loans.
“Delinquency
Percentage”:
With
respect to any Distribution Date, the percentage obtained by dividing
(x) the aggregate Stated Principal Balance of (i) Mortgage Loans Delinquent
60 days or more, (ii) REO Properties related to the Mortgage Loans and (iii)
Mortgage Loans in foreclosure and in bankruptcy (excluding any such Mortgage
Loans which are less than 60 days Delinquent under the bankruptcy plan) by
(y) the aggregate Stated Principal Balance of the Mortgage Loans, in each
case, calculated prior to taking into account payments of principal on the
Mortgage Loans due on the related Due Date or received during the related
Prepayment Period.
“Delinquency
Trigger Event”:
A
Delinquency Trigger Event has occurred with respect to a Distribution Date
if
the Delinquency Percentage exceeds 39.20%
of the
Credit Enhancement Percentage.
“Delinquent”:
With
respect to any Mortgage Loan and related Monthly Payment, the Monthly Payment
due on a Due Date which is not made by the Close of Business on the next
scheduled Due Date for such Mortgage Loan. For example, a Mortgage Loan is
60 or
more days Delinquent if the Monthly Payment due on a Due Date is not made by
the
Close of Business on the second scheduled Due Date after such Due
Date.
“Depositor”:
Long
Beach Securities Corp., a Delaware corporation, or any successor in
interest.
“Depository”:
The
initial Depository shall be The Depository Trust Company, whose nominee is
Cede
& Co., or any other organization registered as a “clearing agency” pursuant
to Section 17A of the Securities Exchange Act of 1934, as amended. The
Depository shall initially be the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a “clearing corporation” as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of
New York.
“Depository
Participant”:
A
broker, dealer, bank or other financial institution or other Person for whom
from time to time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
“Determination
Date”:
With
respect to any Distribution Date, the 15th day of the calendar month in which
such Distribution Date occurs or, if such 15th day is not a Business Day, the
Business Day immediately preceding such 15th day.
“Directly
Operate”:
With
respect to any REO Property, the furnishing or rendering of services to the
tenants thereof, the management or operation of such REO Property, the holding
of such REO Property primarily for sale to customers, the performance of any
construction work thereon or any use of such REO Property in a trade or business
conducted by the REMIC other than through an Independent Contractor; provided,
however, that the Trustee (or the Master Servicer on behalf of the Trustee)
shall not be considered to Directly Operate an REO Property solely because
the
Trustee (or the Master Servicer on behalf of the Trustee) establishes rental
terms, chooses tenants, enters into or renews leases, deals with taxes and
insurance, or makes decisions as to repairs or capital expenditures with respect
to such REO Property.
29
“Disqualified
Organization”:
Any:
(A) “disqualified organization” under Section 860E of the Code, which as of
the Closing Date is any of (i) the United States, any state or political
subdivision thereof, any foreign government, any international organization,
or
any agency or instrumentality of any of the foregoing, (ii) any
organization (other than a cooperative described in Section 521 of the
Code) which is exempt from the tax imposed by Chapter 1 of the Code unless
such organization is subject to the tax imposed by Section 511 of the Code,
or (iii) any organization described in Section 1381(a)(2)(C) of the
Code; (B) “electing large partnership” within the meaning of
Section 775 of the Code; or (C) other Person so designated by the
Trustee based upon an Opinion of Counsel provided by nationally recognized
counsel to the Trustee that the holding of an ownership interest in a Residual
Certificate by such Person may cause the Trust Fund or any Person having an
ownership interest in any Class of Certificates (other than such Person) to
incur 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. A corporation will not be treated as an
instrumentality of the United States or of any state or political subdivision
thereof if all of its activities are subject to income tax and a majority of
its
board of directors is not selected by a governmental unit. The terms “United
States,” “state” and “international organization” shall have the meanings set
forth in Section 7701 of the Code.
“Distribution
Account”:
The
trust account or accounts created and maintained by the Trustee pursuant to
Section 3.10(b) which shall be entitled “Distribution Account, Deutsche
Bank National Trust Company, as Trustee, in trust for the registered
Certificateholders of Long Beach Mortgage Loan Trust 2006-2, Asset-Backed
Certificates, Series 2006-2” and which must be an Eligible Account.
“Distribution
Date”:
The
25th day of any calendar month, or if such 25th day is not a Business Day,
the
Business Day immediately following such 25th day, commencing in April
2006.
“Due
Date”:
With
respect to each Distribution Date, the first day of the calendar month in which
such Distribution Date occurs, which is the day of the month on which the
Monthly Payment is due on a Mortgage Loan, exclusive of any days of
grace.
“Due
Period”:
With
respect to any Distribution Date, the period commencing on the second day of
the
month preceding the month in which such Distribution Date occurs and ending
on
the first day of the month in which such Distribution Date occurs.
“Early
Termination Date”:
As
defined in the Swap Agreement.
“Eligible
Account”:
Any of
(i) an account or accounts maintained with a federal or state chartered
depository institution or trust company the short-term unsecured debt
obligations of which (or, in the case of a depository institution or trust
company that is the principal subsidiary of a holding company, the short-term
unsecured debt obligations of such holding company) are rated no lower than
P-1
by Xxxxx’x, F-1 by Fitch and A-1 by S&P (or comparable ratings if Xxxxx’x,
Fitch and S&P are not the Rating Agencies) at the time any amounts are held
on deposit therein; provided that so long as Washington Mutual Bank is the
Sub-Servicer, any account maintained with Washington Mutual Bank shall be an
Eligible Account if the long-term unsecured debt obligations of Washington
Mutual Bank are rated no lower than “A2” by Xxxxx’x, or “A” by Fitch and “A-” by
S&P and the short-term unsecured debt obligations of Washington Mutual Bank
are rated no lower than A-2 by S&P, provided that if the long-term
unsecured debt obligations of Washington Mutual Bank are downgraded by S&P
to a rating lower than “A-” or the
short-term unsecured debt obligations of Washington Mutual Bank are downgraded
by S&P to a rating lower than A-2, Washington Mutual Bank shall transfer the
deposits in any account maintained by Washington Mutual Bank (unless any such
account is otherwise qualified as an Eligible Account pursuant to (ii), (iii)
or
(iv) of the definition of Eligible Account) to an Eligible Account within ten
(10) Business Days of notification of such downgrade, (ii) an account or
accounts the deposits in which are fully insured by the FDIC (to the limits
established by such corporation), the uninsured deposits in which account are
otherwise secured such that, as evidenced by an Opinion of Counsel delivered
to
the Trustee and to each Rating Agency, the Certificateholders will have a claim
with respect to the funds in such account or a perfected first priority security
interest against such collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account
is
maintained, (iii) a trust account or accounts maintained with the trust
department of a federal or state chartered depository institution, national
banking association or trust company acting in its fiduciary capacity or
(iv) an account otherwise acceptable to the NIMS Insurer and each Rating
Agency without reduction or withdrawal of their then current ratings of the
Certificates as evidenced by a letter from each Rating Agency to the Trustee.
Eligible Accounts may bear interest.
30
“ERISA”:
The
Employee Retirement Income Security Act of 1974, as amended.
“Escrow
Payments”:
As
defined in Section 3.09 hereof.
“Extra
Principal Distribution Amount”:
With
respect to any Distribution Date, the lesser of (x) the Net Monthly Excess
Cashflow for such Distribution Date and (y) the Overcollateralization
Deficiency Amount for such Distribution Date.
“Extraordinary
Trust Fund Expense”:
Any
amounts reimbursable to the Trustee, or any director, officer, employee or
agent
of the Trustee, from the Trust Fund pursuant to Section 8.05, any amounts
payable from the Distribution Account in respect of taxes pursuant to
Section 10.01(g)(iii), any amounts payable from the Distribution Account in
respect of any REMIC pursuant to Section 10.01(c), any amounts payable from
the Trust Fund as a trustee fee for any successor trustee and any amounts
payable by the Trustee for the recording of the assignments of mortgage pursuant
to Section 2.01.
“Xxxxxx
Xxx”:
Federal National Mortgage Association, or any successor thereto.
“FDIC”:
Federal Deposit Insurance Corporation, or any successor thereto.
“Final
Maturity Reserve Account”:
As
defined in Section 4.10(a) hereof.
“Final
Maturity Reserve Funding Date”:
The
earlier of (a) the Distribution Date in March 2036 and (b) the Distribution
Date
on which the amount on deposit in the Final Maturity Reserve Account (after
giving effect to all distributions on such Distribution Date other than
distributions from the Final Maturity Reserve Account) is equal to the Stated
Principal Balance of the Mortgage Loans having 40-year original terms to
maturity (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).
31
“Final
Maturity Reserve Rate”:
(i) An
annual rate of 0.6140% if the constant prepayment rate of the Mortgage Loans
is
equal to or less than 5% and (ii) an annual rate of 0.1795% if the constant
prepayment rate of the Mortgage Loans is equal to or less than 15% but greater
than 5%.
“Final
Maturity Reserve Shortfall”:
With
respect to any Distribution Date, the excess of (a) the Stated Principal
Balance of the Mortgage Loans having 40-year original terms to maturity (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) over (b) amounts
on deposit in the Final Maturity Reserve Account (after giving effect to all
distributions on such Distribution Date other than distributions from the Final
Maturity Reserve Account).
“Final
Recovery Determination”:
With
respect to any defaulted Mortgage Loan or any REO Property (other than a
Mortgage Loan or REO Property purchased by the Seller or the Master Servicer
pursuant to or as contemplated by Section 2.03, Section 3.16(c) or Section
9.01), a determination made by the Master Servicer that all Insurance Proceeds,
Liquidation Proceeds and other payments or recoveries which the Master Servicer,
in its reasonable good faith judgment, expects to be finally recoverable in
respect thereof have been so recovered. The Master Servicer shall maintain
records, prepared by a Servicing Representative, of each Final Recovery
Determination made thereby.
“Fitch”:
Fitch
Ratings, Inc., or its successor in interest.
“Fixed
Rate Mortgage Loan”:
A
Mortgage Loan which provides for a fixed Mortgage Rate payable with respect
thereto.
“Formula
Rate”:
For
any Distribution Date and the Class A Certificates, the Mezzanine Certificates
and the Class B Certificates, the lesser of (x) LIBOR plus the related
Certificate Margin and (y) the related Maximum Cap Rate.
“Xxxxxxx
Mac”:
The
Federal Home Loan Mortgage Corporation, or any successor thereto.
“Gross
Margin”:
With
respect to each Adjustable Rate Mortgage Loan, the fixed percentage set forth
in
the related Mortgage Note that is added to the Index on each Adjustment Date
in
accordance with the terms of the related Mortgage Note used to determine the
Mortgage Rate for such Mortgage Loan.
“Gross
Subsequent Recoveries”:
Any
unexpected recoveries related to a Liquidated Mortgage Loan received by the
Master Servicer which were allocated as a Realized Loss in reducing a
Certificate Principal Balance of a Class of the Mezzanine Certificates or the
Class B Certificates on a Distribution Date prior to the Prepayment Period
in
which such funds were received. Gross Subsequent Recoveries may include but
are
not limited to unanticipated insurance settlements, tax refunds or mortgage
bankruptcy distributions.
32
“Group I
Closing Date Mortgage Loans”:
Any of
the Group I Mortgage Loans included in the Trust Fund on the Closing Date.
The aggregate Cut-off Date Principal Balance of the Group I Closing Date
Mortgage Loans is equal to $1,376,504,379.59.
“Group
I Final Maturity Reserve Amount”:
With
respect to any Distribution Date (a) on and after the Distribution Date in
March
2016 up to and including the Final Maturity Reserve Funding Date, if the
constant prepayment rate of the Mortgage Loans is equal to or less than 15%
on
such Distribution Date, the lesser of (A) the product of (i) the Final Maturity
Reserve Rate, (ii) the aggregate Stated Principal Balance of the Group I
Mortgage Loans on the first day of the related Due Period (not including for
this purpose the Group I Mortgage Loans for which prepayments in full have
been
received and distributed in the month prior to that Distribution Date) and
(iii)
a fraction, the numerator of which is the actual number of days in the related
Accrual Period and the denominator of which is 360 and (B) the Final Maturity
Reserve Shortfall for such Distribution Date multiplied by a fraction, (1)
the
numerator of which is the aggregate Stated Principal Balance of the Group I
Mortgage Loans on the first day of the related Due Period (not including for
this purpose the Group I Mortgage Loans for which prepayments in full have
been
received and distributed in the month prior to that Distribution Date), and
(2)
the denominator of which is the aggregate Stated Principal Balance of the
Mortgage Loans on the first day of the related Due Period (not including for
this purpose the Mortgage Loans for which prepayments in full have been received
and distributed in the month prior to that Distribution Date), and (b) on any
other Distribution Date, zero.
“Group I
Interest Remittance Amount”:
With
respect to any Distribution Date, that portion of the Available Funds for such
Distribution Date attributable to interest received or advanced with respect
to
the Group I Mortgage Loans or to Compensating Interest paid by the Master
Servicer with respect to the Group I Mortgage Loans.
“Group I
Mortgage Loans”:
Those
Mortgage Loans identified as Group I Mortgage Loans on the Mortgage Loan
Schedule.
“Group
I Net Swap Payment”:
With
respect to any Distribution Date, the Net Swap Payment for such Distribution
Date multiplied by the Group I Swap Percentage for such Distribution
Date.
“Group
I Principal 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.
“Group I
Principal Distribution Amount”:
With
respect to any Distribution Date, the sum of (i) (x) the Group I Principal
Remittance Amount minus (y) the amount of any Overcollateralization Release
Amount for such Distribution Date multiplied by the Group I Principal Allocation
Percentage, and (ii) the Extra Principal Distribution Amount multiplied by
the
Group I Principal Allocation Percentage for such Distribution Date.
33
“Group I
Principal Remittance Amount”:
With
respect to any Distribution Date, the sum of (i) all scheduled payments of
principal collected or advanced on the Group I Mortgage Loans by the Master
Servicer that were due during the related Due Period, (ii) all partial and
full
principal prepayments of the Group I Mortgage Loans applied by the Master
Servicer during the related Prepayment Period, (iii) the principal portion
of
all Net Liquidation Proceeds, Insurance Proceeds and Gross Subsequent Recoveries
received during the related Prepayment Period with respect to the Group I
Mortgage Loans, (iv) that portion of the Purchase Price, representing principal
of any repurchased Group I Mortgage Loan, deposited to the Collection
Account during the related Prepayment Period, (v) the principal portion of
any
Substitution Adjustments deposited in the Collection Account during the related
Prepayment Period with respect to the Group I Mortgage Loans and (vi) on
the Distribution Date on which the Trust is to be terminated in accordance
with
this Agreement, that portion of the Termination Price representing principal
with respect to the Group I Mortgage Loans.
“Group
I Senior Certificates”:
The
Class I-A Certificates.
“Group
I Senior Principal Distribution Amount”:
With
respect to any Distribution Date, the amount equal to the lesser of (I) the
aggregate Certificate Principal Balance of the Group I Senior Certificates
immediately prior to such Distribution Date and (II) the excess of (x) the
aggregate Certificate Principal Balance of the Group I Senior Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 60.10%
and (ii)
the aggregate Stated Principal Balance of the Group I Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus 0.50% of the aggregate Stated Principal
Balance of the Group I Mortgage Loans as of the Cut-off Date.
“Group
I Swap Payment”:
With
respect to any Distribution Date, the Swap Payment for such Distribution Date
multiplied by the Group I Swap Percentage for such Distribution
Date.
“Group
I Swap Percentage”:
With
respect to any Distribution Date, the percentage equivalent of a fraction,
the
numerator of which is the aggregate Stated Principal Balance of the Group I
Mortgage Loans and the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans, in each case, 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).
“Group
I Swap Termination Payment”:
The
Swap Termination Payment payable by the Trust multiplied by the Group I Swap
Percentage for such Distribution Date.
“Group II
Closing Date Mortgage Loans”:
Any of
the Group II Mortgage Loans included in the Trust Fund on the Closing Date.
The aggregate Cut-off Date Principal Balance of the Group II Closing Date
Mortgage Loans is equal to $1,627,294,790.23.
34
“Group
II Final Maturity Reserve Amount”:
With
respect to any Distribution Date (a) on and after the Distribution Date in
March
2016 up to and including the Final Maturity Reserve Funding Date, if the
constant prepayment rate of the Mortgage Loans is equal to or less than 15%
on
such Distribution Date, the lesser of (A) the product of (i) the Final Maturity
Reserve Rate, (ii) the aggregate Stated Principal Balance of the Group II
Mortgage Loans on the first day of the related Due Period (not including for
this purpose the Group II Mortgage Loans for which prepayments in full have
been
received and distributed in the month prior to that Distribution Date) and
(iii)
a fraction, the numerator of which is the actual number of days in the related
Accrual Period and the denominator of which is 360 and (B) the Final Maturity
Reserve Shortfall for such Distribution Date multiplied by a fraction, (1)
the
numerator of which is the aggregate Stated Principal Balance of the Group II
Mortgage Loans on the first day of the related Due Period (not including for
this purpose the Group II Mortgage Loans for which prepayments in full have
been
received and distributed in the month prior to that Distribution Date), and
(2)
the denominator of which is the aggregate Stated Principal Balance of the
Mortgage Loans on the first day of the related Due Period (not including for
this purpose the Mortgage Loans for which prepayments in full have been received
and distributed in the month prior to that Distribution Date), and (b) on any
other Distribution Date, zero.
“Group II
Interest Remittance Amount”:
With
respect to any Distribution Date, that portion of the Available Funds for such
Distribution Date attributable to interest received or advanced with respect
to
the Group II Mortgage Loans or to Compensating Interest paid by the Master
Servicer with respect to the Group II Mortgage Loans.
“Group II
Mortgage Loans”:
Those
Mortgage Loans identified as Group II Mortgage Loans on the Mortgage Loan
Schedule.
“Group
II Net Swap Payment”:
With
respect to any Distribution Date, the Net Swap Payment for such Distribution
Date multiplied by the Group II Swap Percentage for such Distribution
Date.
“Group
II Principal 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.
“Group II
Principal Distribution Amount”:
With
respect to any Distribution Date, the sum of (i) (x) the Group II Principal
Remittance Amount minus (y) the amount of any Overcollateralization Release
Amount for such Distribution Date multiplied by the Group II Principal
Allocation Percentage, and (ii) the Extra Principal Distribution Amount
multiplied by the Group II Principal Allocation Percentage for such Distribution
Date.
“Group II
Principal Remittance Amount”:
With
respect to any Distribution Date, the sum of (i) all scheduled payments of
principal collected or advanced on the Group II Mortgage Loans by the
Master Servicer that were due during the related Due Period, (ii) all partial
and full principal prepayments of the Group II Mortgage Loans applied by
the Master Servicer during the related Prepayment Period, (iii) the principal
portion of all Net Liquidation Proceeds, Insurance Proceeds and Gross Subsequent
Recoveries received during the related Prepayment Period with respect to the
Group II Mortgage Loans, (iv) that portion of the Purchase Price,
representing principal of any repurchased Group II Mortgage Loan, deposited
to the Collection Account during the related Prepayment Period, (v) the
principal portion of any Substitution Adjustments deposited in the Collection
Account during the related Prepayment Period with respect to the Group II
Mortgage Loans and (vi) on the Distribution Date on which the Trust is to
be terminated in accordance with this Agreement, that portion of the Termination
Price representing principal with respect to the Group II Mortgage
Loans.
35
“Group II
Senior Certificates”:
The
Class II-A1 Certificates, the Class II-A2 Certificates, the Class II-A3
Certificates and the Class II-A4 Certificates.
“Group
II Senior Principal Distribution Amount”:
With
respect to any Distribution Date on or after the Stepdown Date and on which
a
Trigger Event is not in effect, the amount equal to the lesser of (I) the
aggregate Certificate Principal Balance of the Group II Senior Certificates
immediately prior to such Distribution Date and (II) the excess of (x) the
aggregate Certificate Principal Balance of the Group II Senior Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 60.10%
and
(ii) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Group II Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
0.50% of the aggregate Stated Principal Balance of the Group II Mortgage Loans
as of the Cut-off Date.
“Group
II Swap Payment”:
With
respect to any Distribution Date, the Swap Payment for such Distribution Date
multiplied by the Group II Swap Percentage for such Distribution
Date.
“Group
II Swap Percentage”:
With
respect to any Distribution Date, the percentage equivalent of a fraction,
the
numerator of which is the aggregate Stated Principal Balance of the Group II
Mortgage Loans and the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans, in each case, 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).
“Group
II Swap Termination Payment”:
The
Swap Termination Payment payable by the Trust multiplied by the Group II Swap
Percentage for such Distribution Date.
“Indenture”:
The
indenture or a document of similar import, if any, entered into following the
Closing Date, by the NIMS Issuer relating to the NIM Notes to be issued
thereunder.
“Independent”:
When
used with respect to any specified Person, any such Person who (a) is in
fact independent of the Depositor, the Master Servicer and their respective
Affiliates, (b) does not have any direct financial interest in or any
material indirect financial interest in the Depositor or the Master Servicer
or
any Affiliate thereof, and (c) is not connected with the Depositor or the
Master Servicer or any Affiliate thereof as an officer, employee, promoter,
underwriter, trustee, trust administrator, partner, director or Person
performing similar functions; provided, however,
that a
Person shall not fail to be Independent of the Depositor or the Master Servicer
or any Affiliate thereof merely because such Person is the beneficial owner
of
1% or less of any class of securities issued by the Depositor or the Master
Servicer or any Affiliate thereof, as the case may be.
36
“Independent
Contractor”:
Either
(i) any Person (other than the Master Servicer) that would be an
“independent contractor” with respect to any of the REMICs created hereunder
within the meaning of Section 856(d)(3) of the Code if such REMIC were a
real estate investment trust (except that the ownership tests set forth in
that
Section shall be considered to be met by any Person that owns, directly or
indirectly, 35% or more of any Class of Certificates), so long as each such
REMIC does not receive or derive any income from such Person and provided that
the relationship between such Person and such REMIC is at arm’s length, all
within the meaning of Treasury Regulation Section 1.856-4(b)(5), or
(ii) any other Person (including the Master Servicer) if the Trustee has
received an Opinion of Counsel to the effect that the taking of any action
in
respect of any REO Property by such Person, subject to any conditions therein
specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for purposes of Section 860D(a)
of the Code), or cause any income realized in respect of such REO Property
to
fail to qualify as Rents from Real Property.
“Index”:
With
respect to each Adjustable Rate Mortgage Loan and with respect to each related
Adjustment Date, the index as specified in the related Mortgage
Note.
“Initial
Certificate Principal Balance”:
With
respect to any Regular Certificate, the amount designated “Initial Certificate
Principal Balance” on the face thereof.
“Initial
Notional Amount”:
With
respect to any Class C Certificate, the amount designated “Initial Notional
Amount” 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 (including any related PMI
Policy), to the extent such proceeds are not (i) to be applied to the
restoration of the related Mortgaged Property or released to the Mortgagor
in
accordance with the procedures that the Master Servicer would follow in
servicing mortgage loans held for its own account, subject to the terms and
conditions of the related Mortgage Note and Mortgage or (ii) Gross Subsequent
Recoveries with respect to such Mortgage Loan.
“Insured
NIM Notes”:
Net
interest margin securities, if any, issued by the NIMS Issuer, which are backed,
in whole or in part, by the cashflow on certain or all of the Class C
Certificates and the Class P Certificates and insured by the NIMS
Insurer.
“Interest
Determination Date”:
With
respect to the Class A Certificates, the Mezzanine Certificates and the Class
B
Certificates and each Accrual Period, the second LIBOR Business Day preceding
the commencement of such Accrual Period.
37
“Interest
Remittance Amount”:
The
Group I Interest Remittance Amount and the Group II Interest Remittance
Amount.
“Late
Collections”:
With
respect to any Mortgage Loan, all amounts received subsequent to the
Determination Date immediately following any related Due Period, whether as
late
payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds,
Gross 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 on
a
contractual basis for such Due Period and not previously recovered.
“LIBOR”:
With
respect to each Accrual Period, the rate determined by the Trustee on the
related Interest Determination Date on the basis of the “Interest Settlement
Rate” for United States dollar deposits of one-month maturity set forth by the
British Bankers’ Association (the “BBA”), as such rate appears on the Telerate
Page 3750, as of 11:00 a.m. (London time) on such Interest Determination Date.
With respect to any Interest Determination Date, if the BBA’s Interest
Settlement Rate does not appear on Telerate Page 3750 as of 11:00 a.m. (London
time) on such date, or if Telerate Page 3750 is not available on such date
the
Trustee will obtain such rate from Reuters Monitor Money Rates Service page
“LIBOR01” or Bloomberg L.P. page “BBAM.” Alternatively, the Trustee may request
the principal London office of each of the Reference Banks to provide a
quotation of its rate. On such Interest Determination Date, LIBOR for the
related Accrual Period will be established by the Trustee as
follows:
(i) If
on such Interest Determination Date two or more Reference Banks provide such
offered quotations, LIBOR for the related Accrual Period shall be the arithmetic
mean of such offered quotations (rounded upwards if necessary to the nearest
whole multiples of 0.03125%); 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
Trustee will select a particular index as the alternative index only if it
receives an Opinion of Counsel that the selection of such index will not cause
any REMIC to lose its classification as a REMIC for federal income tax
purposes.
“LIBOR
Business Day”:
Any
day on which banks in The City of London, England and New York City are open
for
conducting transactions in foreign currency and exchange.
“Liquidated
Mortgage Loan”:
As to
any Distribution Date, any Mortgage Loan in respect of which the Master Servicer
has determined, in accordance with the servicing procedures specified herein,
as
of the end of the related Prepayment Period, that all Liquidation Proceeds
which
it expects to recover with respect to the liquidation of the Mortgage Loan
or
disposition of the related REO Property have been recovered.
“Liquidation
Event”:
With
respect to any Mortgage Loan, any of the following events: (i) such
Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made
as to such Mortgage Loan or (iii) such Mortgage Loan is removed from the
Trust Fund by reason of its being purchased, sold or replaced pursuant to or
as
contemplated by Section 2.03, Section 3.16(c) or Section 9.01. With
respect to any REO Property, either of the following events: (i) a Final
Recovery Determination is made as to such REO Property or (ii) such REO
Property is removed from the Trust Fund by reason of its being sold or purchased
pursuant to Section 3.16(c), Section 3.23 or Section 9.01.
38
“Liquidation
Proceeds”:
The
amount (other than amounts received in respect of the rental of any REO Property
prior to REO Disposition) received by the Master Servicer in connection with
(i) the taking of all or a part of a Mortgaged Property by exercise of the
power of eminent domain or condemnation, (ii) the liquidation of a
defaulted Mortgage Loan by means of a trustee’s sale, foreclosure sale or
otherwise or (iii) the repurchase, substitution or sale of a Mortgage Loan
or an REO Property pursuant to or as contemplated by Section 2.03, Section
3.16(c), Section 3.23 or Section 9.01.
“Loan
Group”:
Either
Loan Group I or Loan Group II.
“Loan
Group I”:
All of
the Group I Mortgage Loans collectively.
“Loan
Group II”:
All of
the Group II Mortgage Loans collectively.
“Loan-to-Value
Ratio”:
As of
any date and as to any Mortgage Loan, the fraction, expressed as a percentage,
the numerator of which is the (x) Principal Balance of the Mortgage Loan
(if such Mortgage Loan is secured by a first lien on the related Mortgaged
Property) or the sum of the Principal Balance of the Mortgage Loan and any
other
mortgage loan secured by a senior lien on the related Mortgaged Property (if
such Mortgage Loan is secured by a junior lien on the related Mortgaged
Property) and the denominator of which is (y) the Value of the related
Mortgaged Property.
“Lost
Note Affidavit”:
With
respect to any Mortgage Loan as to which the original Mortgage Note has been
permanently lost or destroyed and has not been replaced, an affidavit from
the
Seller certifying that the original Mortgage Note has been lost or destroyed
(together with a copy of the related Mortgage Note and indemnifying the Trust
against any loss, cost or liability resulting from the failure to deliver the
original Mortgage Note) in the form of Exhibit H hereto.
“Marker
Rate”:
With
respect to the Class C Interest and any Distribution Date, a per annum rate
equal to two (2) multiplied by the weighted average of the Pass-Through Rates
for REMIC 2 Regular Interests X-XX, X-XXX0, X-XXX0, A-IIA3, X-XXX0, X0, X0,
X0,
X0, X0, X0, X0, X0, X0, M10, B and ZZ, with (A) the rates on each such REMIC
2
Regular Interest (other the REMIC 2 Regular Interest ZZ) subject to a floor
and
a cap equal to the lesser of (i) LIBOR plus the Certificate Margin for the
Corresponding Certificate for such REMIC 2 Regular Interest, and (ii) the Net
WAC Rate for the Corresponding Certificates as computed for federal income
tax
purposes, (B) the rate on REMIC 2 Regular Interest ZZ subject to a cap of zero
for purposes of this calculation, and (C) the rates on all of the REMIC 2
Regular Interests multiplied by a fraction the numerator of which is the actual
number of days elapsed in the Accrual Period for each such REMIC 2 Regular
Interest and the denominator of which is 30.
39
“Master
Servicer”:
Long
Beach Mortgage Company, a Delaware corporation, or any successor servicer
appointed as herein provided, in its capacity as Master Servicer
hereunder.
“Master
Servicer Event of Default”:
One or
more of the events described in Section 7.01.
“Master
Servicer Prepayment Charge Payment Amount”:
The
amounts (i) payable by the Master Servicer in respect of any Prepayment
Charges waived other than in accordance with the standard set forth in
Section 2.04(a)(viii) or (ii) collected from the Master Servicer in
its capacity as Seller in respect of a remedy for the breach of the
representation and warranty made by the Master Servicer in its capacity as
Seller set forth in Section 2.04(a)(vii).
“Master
Servicer Remittance Date”:
With
respect to any Distribution Date, 3:00 p.m. New York time on the Business Day
preceding the Distribution Date.
“Maximum
Cap Rate”:
For
any
Distribution Date and the Group I Senior Certificates, a per annum rate equal
to
(a) the product of (i) the weighted average of the Adjusted Net Maximum Mortgage
Rates of the Group I Mortgage Loans, weighted on the basis of the Stated
Principal Balances thereof as of the Due Date in the month preceding the month
of such Distribution Date and (ii) the sum of (I) a fraction (1) the numerator
of which is the aggregate Stated Principal Balance of the Mortgage Loans as
of
the Due Date in the month preceding the month of such Distribution Date, and
(2)
the denominator of which is aggregate Certificate Principal Balance of the
Class
A Certificates, the Mezzanine Certificates and the Class B Certificates
immediately prior to such Distribution Date, and (II) a fraction (1) the
numerator of which is (A) any Net Counterparty Payment for such Distribution
Date less (B) the Aggregate Final Maturity Reserve Amount for such Distribution
Date less (C) any unpaid Swap Termination Payment payable by the Trust,
including any amount remaining unpaid from prior Distribution Dates (unless
the
Swap Counterparty is the Defaulting Party or the sole Affected Party (each,
as
defined in the Swap Agreement)), less (D) the Net Swap Payment, if any, for
such
Distribution Date, in each case multiplied by 12, and (2) the denominator of
which is the aggregate Certificate Principal Balance of the Class A
Certificates, the Mezzanine Certificates and the Class B Certificates
immediately prior to such Distribution Date multiplied by (b) a fraction, the
numerator of which is 30 and the denominator of which is the actual number
of
days elapsed in the related Accrual Period.
For
any
Distribution Date and the Group II Senior Certificates, a per annum rate equal
to (a) the product of (i) the weighted average of the Adjusted Net Maximum
Mortgage Rates of the Group II Mortgage Loans, weighted on the basis of the
Stated Principal Balances thereof as of the Due Date in the month preceding
the
month of such Distribution Date and (ii) the sum of (I) a fraction (1) the
numerator of which is the aggregate Stated Principal Balance of the Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, and (2) the denominator of which is aggregate Certificate Principal
Balance of the Class A Certificates, the Mezzanine Certificates and the Class
B
Certificates immediately prior to such Distribution Date, and (II) a fraction
(1) the numerator of which is (A) any Net Counterparty Payment for such
Distribution Date less (B) the Aggregate Final Maturity Reserve Amount for
such
Distribution Date less (C) any unpaid Swap Termination Payment payable by the
Trust, including any amount remaining unpaid from prior Distribution Dates
(unless the Swap Counterparty is the Defaulting Party or the sole Affected
Party
(each, as defined in the Swap Agreement)), less (D) the Net Swap Payment, if
any, for such Distribution Date, in each case multiplied by 12, and (2) the
denominator of which is the aggregate Certificate Principal Balance of the
Class
A Certificates, the Mezzanine Certificates and the Class B Certificates
immediately prior to such Distribution Date multiplied by (b) 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.
40
For
any
Distribution Date and the Mezzanine Certificates and the Class B Certificates,
a
per annum rate equal to the weighted average (weighted on the basis of the
results of subtracting from the aggregate principal balance of each Loan Group
the sum of the current Certificate Principal Balances of the related classes
of
the Class A Certificates) of (1) the Maximum Cap Rate with respect to the Group
I Senior Certificates and (2) the Maximum Cap Rate with respect to the Group
II
Senior Certificates multiplied by (b) a fraction, the numerator of which is
30
and the denominator of which is the actual number of days elapsed in the related
Accrual Period.
“Maximum
ZZ Uncertificated Accrued Interest Deferral Amount”:
With
respect to any Distribution Date, the excess of (i) Uncertificated Accrued
Interest calculated with the Uncertificated Pass-Through Rate for REMIC 2
Regular Interest ZZ and an Uncertificated Principal Balance equal to the excess
of (x) the Uncertificated Principal Balance of REMIC 2 Regular Interest ZZ
over
(y) the REMIC 2 Overcollateralized Amount, in each case for such Distribution
Date, over (ii) Uncertificated Accrued Interest on REMIC 2 Regular Interests
X-XX, X-XXX0, X-XXX0, A-IIA3, X-XXX0, X0, X0, X0, X0, X0, X0, X0, X0, X0, M10
and B, with the rate on each such REMIC 2 Regular Interest subject to a floor
and a cap equal to the lesser of (i) LIBOR plus the Certificate Margin for
the
Corresponding Certificate for such REMIC 2 Regular Interest, and (ii) the Net
WAC Rate for the Corresponding Certificates as computed for federal income
tax
purposes; provided, however, that for this purpose, calculations of the
Uncertificated REMIC 2 Pass-Through Rate and the related caps with respect
to
all of the REMIC 2 Regular Interests shall be multiplied by a fraction, the
numerator of which is the actual number of days in the Accrual Period and the
denominator of which is 30.
“Maximum
Mortgage Rate”:
With
respect to each Mortgage Loan, the percentage set forth in the related Mortgage
Note as the maximum Mortgage Rate thereunder.
“MERS”:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor thereto.
“MERS®
System”:
The
system of recording transfers of Mortgages electronically maintained by
MERS.
“Mezzanine
Certificates”:
The
Class M-1 Certificates, the Class M-2 Certificates, the Class M-3 Certificates,
the Class M-4 Certificates, the Class M-5 Certificates, the Class M-6
Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the Class
M-9 Certificates and the Class M-10 Certificates.
“MIN”:
The
Mortgage Identification Number for Mortgage Loans registered with MERS on the
MERS® System.
“Minimum
Mortgage Rate”:
With
respect to each Mortgage Loan, the percentage set forth in the related Mortgage
Note as the minimum Mortgage Rate thereunder.
41
“MOM
Loan”:
With
respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
Loan, solely as nominee for the originator of such Mortgage Loan and its
successors and assigns, at the origination thereof.
“Monthly
Interest Distributable Amount”:
With
respect to any Distribution Date and the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates, the amount of interest accrued during
the related Accrual Period at the related Pass-Through Rate on the Certificate
Principal Balance of such Class immediately prior to such Distribution Date.
With respect to the Class C Interest and any Distribution Date, the amount
of
interest accrued during the related Accrual Period at the related Pass-Through
Rate on the Notional Amount of such Class immediately prior to such Distribution
Date. With respect to the Class C Certificates and any Distribution Date, the
Monthly Interest Distributable Amount shall equal the Monthly Interest
Distributable Amount for the Class C Interest.
In
all
cases, the Monthly Interest Distributable Amount for any Class of Certificates
and the Class C Interest shall be reduced by any Net Prepayment Interest
Shortfalls and Relief Act Interest Shortfalls allocated to such Class under
Section 1.03.
“Monthly
Payment”:
With
respect to any Mortgage Loan, the scheduled monthly payment of principal and
interest on such Mortgage Loan which is payable by the related Mortgagor from
time to time under the related Mortgage Note, determined: (a) after giving
effect to (i) any Deficient Valuation and/or Debt Service Reduction with
respect to such Mortgage Loan and (ii) any reduction in the amount of
interest collectible from the related Mortgagor pursuant to the Relief Act;
(b) without giving effect to any extension granted or agreed to by the
Master Servicer pursuant to Sections 3.01 and 3.07; and (c) on the
assumption that all other amounts, if any, due under such Mortgage Loan are
paid
when due.
“Moody’s”:
Xxxxx’x Investors Service, Inc. or its successor in interest.
“Mortgage”:
The
mortgage, deed of trust or other instrument creating a first lien or second
lien
on, or first priority security interest in or second priority security interest
in, a Mortgaged Property securing a Mortgage Note.
“Mortgage
File”:
The
mortgage documents listed in Section 2.01 pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage
File pursuant to this Agreement.
“Mortgage
Loan”:
Each
mortgage loan transferred and assigned to the Trustee and delivered to the
Trustee or another Custodian pursuant to Section 2.01 or
Section 2.03(d) as from time to time held as a part of the Trust Fund, the
Mortgage Loans so held being identified in the Mortgage Loan
Schedule.
“Mortgage
Loan Purchase Agreement”:
The
agreement between the Master Servicer, in its capacity as Seller, and the
Depositor, regarding the transfer of the Mortgage Loans by the Seller to or
at
the direction of the Depositor, substantially in the form attached hereto as
Exhibit C.
42
“Mortgage
Loan Schedule”:
As of
any date, the list of Mortgage Loans included in REMIC 1 on such date, attached
hereto as Exhibit D. The Mortgage Loan Schedule shall be prepared by
the Seller and shall set forth the following information as of the Cut-off
Date
with respect to each Mortgage Loan, as applicable:
(i) the
Mortgagor’s name and the originator’s Mortgage Loan identifying
number;
(ii) the
street address of the Mortgaged Property including the state and zip
code;
(iii) a
code indicating whether the Mortgaged Property is owner-occupied;
(iv) the
type of Residential Dwelling constituting the Mortgaged Property;
(v) the
original months to maturity;
(vi) the
Loan-to-Value Ratio and the combined Loan-to-Value Ratio at
origination;
(vii) the
Mortgage Rate in effect immediately following the Cut-off Date;
(viii) the
date on which the first Monthly Payment was due on the Mortgage
Loan;
(ix) the
stated maturity date;
(x) the
amount of the Monthly Payment due on the first Due Date after the Cut-off
Date;
(xi) the
last Due Date on which a Monthly Payment was actually applied to the unpaid
Stated Principal Balance;
(xii) the
original principal amount of the Mortgage Loan;
(xiii) the
Stated Principal Balance of the Mortgage Loan as of the Close of Business on
the
Cut-off Date;
(xiv) whether
such Mortgage Loan is a Fixed Rate Mortgage Loan or an Adjustable Rate Mortgage
Loan, and with respect to each Adjustable Rate Mortgage Loan: (a) the Gross
Margin, (b) the Maximum Mortgage Rate, (c) the Minimum Mortgage Rate,
(d) the Periodic Rate Cap for the first Adjustment Date and each subsequent
Adjustment Date and (e) the next Adjustment Date immediately following the
Cut-off Date;
43
(xv) a
code indicating the purpose of the Mortgage Loan (i.e., purchase financing,
rate/term refinancing, cash-out refinancing);
(xvi) the
Mortgage Rate at origination;
(xvii) a
code indicating the documentation program;
(xviii) the
Seller’s risk grade and the FICO score;
(xix) the
Origination Value of the Mortgaged Property;
(xx) the
sale price of the Mortgaged Property, if applicable;
(xxi) whether
such Mortgage Loan is secured by a first lien or a second lien on the related
Mortgaged Property;
(xxii) the
date of origination;
(xxiii) the
stated remaining months to maturity as of the Cut-off Date;
(xxiv) the
current principal and interest payment of the Mortgage Loan as of the Cut-off
Date;
(xxv) the
interest “paid to date” of the Mortgage Loan as of the Cut-off
Date;
(xxvi) a
code indicating whether the Mortgage Loan is a Group I Mortgage Loan or a
Group II Mortgage Loan;
(xxvii) a
code indicating the Index that is associated with such Mortgage Loan (if such
Mortgage Loan is an Adjustable Rate Mortgage Loan);
(xxviii) the
rate adjustment frequency (if such Mortgage Loan is an Adjustable Rate Mortgage
Loan);
(xxix) the
number of years the prepayment penalty is in effect;
(xxx) a
code indicating that such Mortgage Loan is covered under the PMI Policy, if
applicable; and
(xxxi) with
respect to each MOM Loan, the related MIN.
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 Cut-off Date 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
Master Servicer in accordance with the provisions of this Agreement. With
respect to any Qualified Substitute Mortgage Loan, Cut-off Date shall refer
to
the related Cut-off Date for such Mortgage Loan, determined in accordance with
the definition of Cut-off Date herein. The Mortgage Loan Schedule shall clearly
identify the Mortgage Loans that are included in Group I Mortgage Loans and
those that are included in Group II Mortgage Loans.
44
“Mortgage
Note”:
The
original executed note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan.
“Mortgage
Pool”:
The
pool of Mortgage Loans, identified on Exhibit D from time to time, and any
REO Properties acquired in respect thereof.
“Mortgage
Rate”:
With
respect to each Fixed Rate Mortgage Loan, the annual rate set forth in the
related Mortgage Note, as amended, modified or supplemented from time to time.
With respect to each Adjustable Rate Mortgage Loan, the annual rate at which
interest accrues on such Mortgage Loan from time to time in accordance with
the
provisions of the related Mortgage Note, which rate (A) as of any date of
determination until the first Adjustment Date following the Cut-off Date shall
be the rate set forth in the Mortgage Loan Schedule as the Mortgage Rate in
effect immediately following the Cut-off Date and (B) as of any date of
determination thereafter shall be the rate as adjusted on the most recent
Adjustment Date, to equal the sum, rounded to the next highest or nearest 0.125%
(as provided in the Mortgage Note), of the Index, determined as set forth in
the
related Mortgage Note, plus the related Gross Margin subject to the limitations
set forth in the related Mortgage Note. With respect to each Mortgage Loan
that
becomes an REO Property, as of any date of determination, the annual rate
determined in accordance with the immediately preceding sentence as of the
date
such Mortgage Loan became an REO Property.
“Mortgaged
Property”:
The
underlying property securing a Mortgage Loan, including any REO Property,
consisting of a fee simple or leasehold estate in a parcel of real property
improved by a Residential Dwelling.
“Mortgagor”:
The
obligor on a Mortgage Note.
“Net
Counterparty Payment”:
With
respect to any Distribution Date, the amount, if any, by which the Counterparty
Payment for such Distribution Date exceeds the Swap Payment for such
Distribution Date.
“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
net of Advances, Servicing Advances, Servicing Fees and any other servicing
fees
received and retained in connection with the liquidation of such Mortgage Loan
or Mortgaged Property in accordance with the terms of this
Agreement.
“Net
Monthly Excess Cashflow”:
With
respect to each Distribution Date, the sum of (a) any Overcollateralization
Release Amount for such Distribution Date, (b) any Remaining Principal
Distribution Amount and (c) the positive excess of (x) Available Funds for
such
Distribution Date over (y) the sum for such Distribution Date of (A) the Monthly
Interest Distributable Amounts for the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates, (B) the Unpaid Interest Shortfall
Amounts for the Class A Certificates, (C) the Net Swap Payment, (D) the
Aggregate Final Maturity Reserve Amount, (E) any unpaid Swap Termination Payment
payable by the Trust, including any amount remaining unpaid from prior
Distribution Dates (unless the Swap Counterparty is the Defaulting Party or
the
sole Affected Party (each, as defined in the Swap Agreement)), and (F) the
Principal Remittance Amount.
45
“Net
Mortgage Rate”:
With
respect to any Mortgage Loan (or the related REO Property), as of any date
of
determination, a per annum rate of interest equal to the then applicable
Mortgage Rate for such Mortgage Loan minus the Servicing Fee Rate.
“Net
Prepayment Interest Shortfall”:
With
respect to any Distribution Date, the excess, if any, of any Prepayment Interest
Shortfalls for such date over the related Compensating Interest.
“Net
Swap Payment”:
With
respect to any Distribution Date, the amount, if any, by which the Swap Payment
exceeds the Counterparty Payment on such Distribution Date.
“Net
WAC Rate”:
For
any
Distribution Date (other than the first Distribution Date) and the Group I
Senior Certificates is a per annum rate equal to (a) the excess, if any, of
(i)
the weighted average of the Adjusted Net Mortgage Rates of the Group I Mortgage
Loans, weighted on the basis of the Stated Principal Balances thereof as of
the
Due Date in the month preceding the month of such Distribution Date over (ii)
the percentage equivalent of a fraction, (1) the numerator of which is the
sum
of (A) the Group I Final Maturity Reserve Amount for such Distribution Date,
(B)
any unpaid Group I Swap Termination Payment, including any amount remaining
unpaid from prior Distribution Dates (unless the Swap Counterparty is the
Defaulting Party or the sole Affected Party (each, as defined in the Swap
Agreement)), and (C) the Group I Net Swap Payment, if any, for such Distribution
Date, in each case multiplied by 12, and (2) the denominator of which is the
aggregate Stated Principal Balance of the Group I Mortgage Loans as of the
Due
Date in the month preceding the month of such Distribution Date multiplied
by
(b) a fraction, the numerator of which is 30 and the denominator of which is
the
actual number of days elapsed in the related Accrual Period. For federal income
tax purposes, the Net WAC Rate for the Group I Senior Certificates shall be
expressed as a rate equal to the Uncertificated REMIC 2 Pass-Through Rate for
REMIC 2 Regular Interest 1GRP multiplied by a fraction, the numerator of which
is 30 and the denominator of which is the actual number of days elapsed in
the
related Accrual Period.
For
any
Distribution Date (other than the first Distribution Date) and the Group II
Senior Certificates is a per annum rate equal to (a) the excess, if any, of
(i)
the weighted average of the Adjusted Net Mortgage Rates of the Group II Mortgage
Loans, weighted on the basis of the Stated Principal Balances thereof as of
the
Due Date in the month preceding the month of such Distribution Date over (ii)
the percentage equivalent of a fraction, (1) the numerator of which is the
sum
of (A) the Group II Final Maturity Reserve Amount for such Distribution Date,
(B) any unpaid Group II Swap Termination Payment, including any amount remaining
unpaid from prior Distribution Dates (unless the Swap Counterparty is the
Defaulting Party or the sole Affected Party (each, as defined in the Swap
Agreement)), and (C) the Group II Net Swap Payment, if any, for such
Distribution Date, in each case multiplied by 12, and (2) the denominator of
which is the aggregate Stated Principal Balance of the Group II Mortgage Loans
as of the Due Date in the month preceding the month of such Distribution Date
multiplied by (b) a fraction, the numerator of which is 30 and the denominator
of which is the actual number of days elapsed in the related Accrual Period.
For
federal income tax purposes, the Net WAC Rate for the Group II Senior
Certificates shall be expressed as a rate equal to the Uncertificated REMIC
2
Pass-Through Rate for REMIC 2 Regular Interest 2GRP multiplied by a fraction,
the numerator of which is 30 and the denominator of which is the actual number
of days elapsed in the related Accrual Period.
46
For
any
Distribution Date and the Mezzanine Certificates and the Class B Certificates,
the Subordinated Net WAC Rate.
The
Net
WAC Rate determined for federal income tax purposes may differ from the Net
WAC
Rate. In particular, the Net WAC Rate for federal income tax purposes will
not
be reduced by the amount of any Swap Termination Payment. The treatment of
differences between the Net WAC rate and the Rate determined for federal income
tax purposes is provided in Section 10.01(l).
“Net
WAC Rate Carryover Amount”:
With
respect to the Class A Certificates, the Mezzanine Certificates, the Class
B
Certificates and any Distribution Date for which the Pass-Through Rate for
such
Class of Certificates for such Distribution Date is the related Net WAC Rate,
the sum of (i) the positive excess of (A) the amount of interest that
would have been distributable to such Class of Certificates on such Distribution
Date if the Pass-Through Rate for such Class of Certificates for such
Distribution Date were calculated at the related Formula Rate over (B) the
amount of interest distributable on such Class of Certificates at the related
Net WAC Rate for such Distribution Date and (ii) the related Net WAC Rate
Carryover Amount for the previous Distribution Date not previously distributed
together with interest thereon at a rate equal to the related Formula Rate
for
such Class of Certificates for the most recently ended Accrual
Period.
“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.
“NIM
Notes”:
The
Insured NIM Notes and the Other NIM Notes.
“NIMS
Insurer”:
A
Person, or any of its successors that shall be the insurer under an insurance
policy insuring certain payments on Insured NIM Notes, if any, provided,
however, upon the occurrence of certain events (as set forth in the Indenture
and/or any other agreement among such Person, the NIMS Issuer, the Master
Servicer, the Trustee and/or other Persons), the NIMS Insurer shall be the
Person designated in the Indenture or such other agreement. If none of the
net
interest margin securities have been issued by the NIMS Issuer, that are insured
by an insurance policy, there shall be no NIMS Insurer under this Agreement,
all
references to the NIMS Insurer or Insured NIM Notes in this agreement are for
administrative convenience only, shall be completely disregarded and no Person
shall have any rights of the NIMS Insurer under this Agreement.
“NIMS
Insurer Default”:
The
existence and continuation of any default by the NIMS Insurer (including a
failure by the NIMS Insurer to make a payment) under an insurance policy or
policies issued in connection with the Indenture.
47
“NIMS
Issuer”:
One or
more Affiliates of the Depositor and/or one or more entities sponsored by an
Affiliate of the Depositor.
“Nonrecoverable
Advance”:
Any
Advance or Servicing Advance previously made or proposed to be made in respect
of a Mortgage Loan or REO Property that, in the good faith business judgment
of
the Master Servicer, will not or, in the case of a proposed Advance or Servicing
Advance, would not be ultimately recoverable from related late payments,
Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property
as provided herein.
“Notional
Amount”:
With
respect to the Class C Interest, immediately prior to any Distribution Date,
an
amount equal to the aggregate of the Uncertificated Principal Balances of the
REMIC 1 Regular Interests. With respect to the Class C Certificates, immediately
prior to any Distribution Date, an amount equal to the Notional Amount of the
Class C Interest. The Notional Amount of the Class Swap IO Interest, the Class
Swap IO Upper-Tier Interest and REMIC 2 Regular Interest Swap IO will at all
times equal the Uncertificated Principal Balances of the REMIC 1 Regular
Interests with the designation “A” on such Distribution Date.
“Officers’
Certificate”:
A
certificate signed by the Chairman of the Board, the Vice Chairman of the Board,
the President or a vice president (however denominated), and by the Treasurer,
the Secretary, or one of the assistant treasurers or assistant secretaries
of
the Master Servicer, the Seller or the Depositor, as applicable.
“Opinion
of Counsel”:
A
written opinion of counsel, who may, without limitation, be a salaried counsel
for the Depositor or the Master Servicer, reasonably acceptable to the Trustee,
if such opinion is delivered to the Trustee, except that any opinion of counsel
relating to (a) the qualification of any Trust REMIC as a REMIC or
(b) compliance with the REMIC Provisions must be an opinion of Independent
counsel.
“Optional
Termination Date”:
The
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans and each REO Property remaining in the Trust Fund is equal to
or
less than 10% of the Cut-off Date Principal Balance of the Closing Date Mortgage
Loans.
“Original
Class Certificate Principal Balance”:
With
respect to the Class A Certificates, the Mezzanine Certificates, the Class
B
Certificates and the Class P Certificates, the corresponding Certificate
Principal Balance on the Closing Date.
“Original
Class Notional Amount”:
With
respect to the Class C Interest, $3,003,799,169.82.
“Origination
Value”:
With
respect to any Mortgaged Property, the lesser of (i) the Appraised Value thereof
and (ii) the value thereof as determined and assigned at origination by a review
appraisal conducted by the Seller.
“Other
NIM Notes”:
Net
Interest Margin Securities, if any, issued by the NIMS Issuer, which are backed,
in whole or in part, by the cashflow on certain Class C Certificates and the
Class P Certificates and not insured by any NIMS Insurer.
48
“Overcollateralization
Deficiency Amount”:
With
respect to any Distribution Date, the amount, if any, by which the
Overcollateralization Target Amount exceeds the Overcollateralized Amount on
such Distribution Date (assuming that 100% of the aggregate Principal Remittance
Amount is applied as a principal payment on such Distribution
Date).
“Overcollateralization
Floor”:
0.50%
of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.
“Overcollateralization
Target Amount”:
With
respect to any Distribution Date (i) prior to the Stepdown Date,
1.80%
of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date,
(ii) on or after the Stepdown Date provided a Trigger Event is not in effect,
the greater of (x) the lesser of (I) 1.80%
of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date
and (II) 3.60%
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) 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date, and (iii) on or after the Stepdown Date if a
Trigger Event is in effect, the Overcollateralization Target Amount for the
immediately preceding Distribution Date.
“Overcollateralized
Amount”:
With
respect to any Distribution Date, the amount, if any, by which (i) the
aggregate Stated Principal Balance of the Mortgage Loans on 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) exceeds (ii) the sum of the aggregate Certificate Principal
Balances of the Class A Certificates, the Mezzanine Certificates, the Class
B
Certificates and the Uncertificated Principal Balance of the Class P Interest
as
of such Distribution Date (after giving effect to distributions to be made
on
such Distribution Date, other than distributions of the Extra Principal
Distribution Amount, if any).
“Ownership
Interest”:
As to
any Certificate, any ownership or security interest in such Certificate,
including any interest in such Certificate as the Holder thereof and any other
interest therein, whether direct or indirect, legal or beneficial, as owner
or
as pledgee.
“Pass-Through
Rate”:
With
respect to the Class A Certificates, the Mezzanine Certificates and the Class
B
Certificates for any Distribution Date (other than the first Distribution Date),
the lesser of (x) the related Formula Rate for such Distribution Date and
(y) the related Net WAC Rate for such Distribution Date.
With
respect to the Class A Certificates, the Mezzanine Certificates and the Class
B
Certificates and the first Distribution Date, the related Formula Rate for
such
Distribution Date.
For
federal income tax purposes, the Pass-Through Rate for any Certificate (other
than the Class C Certificates, Class P Certificates and Class R Certificates)
will never exceed the Net WAC Rate for such Certificate, as such Net WAC Rate
is
determined for federal income tax purposes. Amounts (other than principal)
paid
on the Certificates (other than the Class C Certificates, Class P Certificates
and Class R Certificates) in excess of the Net WAC Rate as determined for
federal income tax purposes shall be treated as paid outside of any
REMIC.
49
With
respect to the Class C Interest and any Distribution Date, a per annum rate
equal to the percentage equivalent of a fraction, the numerator of which is
the
sum of the amounts calculated pursuant to clauses (A) through (R) below, and
the
denominator of which is the aggregate of the Uncertificated Principal Balances
of REMIC 3 Regular Interests AA, A-IA, A-IIA1, A-IIA2, A-IIA3, X-XXX0, X0,
X0,
X0, X0, X0, X0, X0, X0, X0, M10, B and ZZ. For purposes of calculating the
Pass-Through Rate for the Class C Interest, the numerator is equal to the sum
of
the following components:
(A) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 3 Regular Interest AA minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest AA;
(B) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest A-IA
minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest A-IA;
(C) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest A-IIA1
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest A-IIA1;
(D) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest A-IIA2
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest A-IIA2;
(E) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest A-IIA3
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest A-IIA3;
(F) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest A-IIA4
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest A-IIA4;
(G) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M1 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest M1;
(H) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M2 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest M2;
(I) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M3 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest M3;
50
(J) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M4 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest M4;
(K) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M5 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest M5;
(L) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M6 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest M6;
(M) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M7 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest M7;
(N) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M8 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest M8;
(O) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M9 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest M9;
(P) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M10 minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 2 Regular Xxxxxxxx X00;
(Q) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest B minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest B; and
(R) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest ZZ minus
the Marker Rate, applied to an amount equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest ZZ.
The
Class
C Certificates will not have a Pass-Through Rate, but will be entitled to 100%
of the distributions on the Class C Interest.
With
respect to the Class Swap IO Interest, the Class Swap IO Interest shall not
have
a Pass-Through Rate, but will be entitled to 100% of the interest paid by REMIC
2 Regular Interest Swap IO. The Class Swap IO Upper-Tier Interest will not
have
a Pass-Through Rate but will be entitled to 100% of the interest paid on the
Class Swap IO Interest.
With
respect to the Class FMR IO Interest and any Distribution Date, a per annum
rate
equal to the Final Maturity Rate. However, for federal income tax purposes
and
under the REMIC Provisions, the Class FMR IO Interest will not have a
Pass-Through Rate, but will be entitled to 100% of the interest paid by REMIC
2
Regular Interest FMR IO.
51
“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 Initial Notional Amount represented by such Certificate
and
the denominator of which is the Original Class Certificate Principal Balance
or
Original Class 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,
with
respect to each Class referred to in this paragraph, that the sum of all such
percentages for each such Class totals 100%.
“Periodic
Rate Cap”:
With
respect to each Adjustable Rate Mortgage Loan and any Adjustment Date therefor,
the fixed percentage set forth in the related Mortgage Note, which is the
maximum amount by which the Mortgage Rate for such Mortgage Loan may increase
or
decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage
Rate) on such Adjustment Date from the Mortgage Rate in effect immediately
prior
to such Adjustment Date.
“Permitted
Investments”:
Any
one or more of the following obligations or securities acquired at a purchase
price of not greater than par, regardless of whether issued or managed by the
Depositor, the Master Servicer, the NIMS Insurer, the Trustee or any of their
respective Affiliates or for which an Affiliate of the NIMS Insurer or the
Trustee serves as an advisor:
(i) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit
of
the United States;
(ii) (A) demand
and time deposits in, certificates of deposit of, bankers’ acceptances issued by
or federal funds sold by any depository institution or trust company (including
the Trustee or its agents acting in their 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 Fitch, Xxxxx’x 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;
52
(iii) repurchase
obligations with a term not to exceed 30 days with respect to any security
described in clause (i) above and entered into with a depository
institution or trust company (acting as principal) rated F-1+ or higher by
Fitch, rated A-1+ by S&P and rated A2 or higher by Xxxxx’x;
(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 in its highest long-term unsecured
rating category at the time of such investment or contractual commitment
providing for such investment;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more
than 30 days after the date of acquisition thereof) that is rated by each Rating
Agency in its highest short-term unsecured debt rating available at the time
of
such investment;
(vi) units
of taxable money market funds (which may be 12b-1 funds, as contemplated under
the rules promulgated by the Securities and Exchange Commission under the
Investment Company Act of 1940), which funds have the highest rating available
for such securities from the Rating Agencies or which have been designated
in
writing by the Rating Agencies as Permitted Investments; and
(vii) if
previously confirmed in writing to the Trustee, any other demand, money market
or time deposit, or any other obligation, security or investment, as may be
acceptable to the Rating Agencies in writing as a permitted investment of funds
backing securities having ratings equivalent to its highest initial rating
of
the Class A Certificates;
provided,
that no instrument described hereunder shall evidence either the right to
receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from
obligations underlying such instrument and the interest and principal payments
with respect to such instrument provide a yield to maturity at par greater
than
120% of the yield to maturity at par of the underlying obligations.
The
Trustee or its Affiliates are permitted to receive additional compensation
(such
compensation shall not be an expense of the Trust or constitute an Extraordinary
Trust Fund Expense) that could be deemed to be in the Trustee’s economic
self-interest for (i) serving as investment adviser, administrator,
shareholder servicing agent, custodian or sub-custodian with respect to certain
of the Permitted Investments, (ii) using Affiliates to effect transactions
in certain Permitted Investments and (iii) effecting transactions in
certain Permitted Investments.
“Permitted
Transferee”:
Any
transferee of a Residual Certificate other than a Disqualified Organization
or a
non-U.S. Person.
53
“Person”:
Any
individual, corporation, limited liability company, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
“Plan”:
Any
employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Xxxxx plans and bank
collective investment funds and insurance company general or separate accounts
in which such plans, accounts or arrangements are invested, that are subject
to
ERISA or Section 4975 of the Code.
“PMI
Insurer”:
None
of the Mortgage Loans are insured by a primary mortgage insurance policy.
References to the PMI Insurer, PMI Insurer Fee, PMI Insurer Fee Rate, PMI
Mortgage Loans and PMI Policy are left in this Agreement for administrative
convenience and shall be completely disregarded. There are no PMI Mortgage
Loans
or any PMI Insurer under this Agreement and no Person shall have any rights
of
the PMI Insurer under this Agreement.
“PMI
Insurer Fee”:
The
amount payable to the PMI Insurer on each Distribution Date, which amount shall
equal one twelfth of the product of (i) the PMI Insurer Fee Rate,
multiplied by (ii) the aggregate Stated Principal Balance of the PMI
Mortgage Loans and any related REO Properties as of the first day of the related
Due Period plus any applicable premium taxes on the PMI Mortgage Loans located
in the States of West Virginia and Kentucky.
“PMI
Insurer Fee Rate”:
0.00%
per annum.
“PMI
Mortgage Loans”:
The
Mortgage Loans insured by the PMI Insurer set forth on the list of Mortgage
Loans attached hereto as Schedule IV. There are no PMI Mortgage Loans under
this Agreement.
“PMI
Policy”:
Not
applicable.
“Preference
Claim”:
As
defined in Section 4.02 hereof.
“Prepayment
Assumption”:
The
pricing prepayment assumption as described in the Prospectus
Supplement.
“Prepayment
Charge”:
With
respect to any Mortgage Loan, the charges or premiums, if any, due in connection
with a full or partial prepayment of such Mortgage Loan in accordance with
the
terms thereof (other than any Master Servicer Prepayment Charge Payment
Amount).
“Prepayment
Charge Schedule”:
As of
the Cut-off Date, a list attached hereto as Schedule I (including the
Prepayment Charge Summary attached thereto), setting forth the following
information with respect to each Prepayment Charge:
(i) the
Mortgage Loan identifying number;
(ii) a
code indicating the type of Prepayment Charge;
(iii) the
state of origination of the related Mortgage Loan;
54
(iv) the
date on which the first monthly payment was due on the related Mortgage
Loan;
(v) the
term of the related Prepayment Charge; and
(vi) the
principal balance of the related Mortgage Loan as of the Cut-off
Date.
The
Prepayment Charge Schedule shall be amended from time to time by the Master
Servicer in accordance with the provisions of this Agreement and a copy of
each
related amendment shall be furnished by the Master Servicer to the NIMS Insurer
and the Trustee.
“Prepayment
Interest Excess”:
With
respect to any Distribution Date, for each Mortgage Loan for which a Principal
Prepayment in full is applied on or after the first calendar day of the month
of
such Distribution Date and before the 15th calendar day of such month, the
amount of interest collected on such Principal Prepayment in full at the
applicable Net Mortgage Rate from the first day of the month in which such
Distribution Date occurs through the day on which such Principal Prepayment
is
applied.
“Prepayment
Interest Shortfall”:
With
respect to any Distribution Date, for each Mortgage Loan that was during the
related Prepayment Period the subject of a Principal Prepayment in full or
in
part that was applied by the Master Servicer to reduce the outstanding principal
balance of such loan on a date preceding the Due Date in the month in which
such
Distribution Date occurs, an amount equal to interest at the applicable Net
Mortgage Rate on the amount of such Principal Prepayment for the lesser of
(i) the number of days commencing on the date on which the prepayment is
applied and ending on the last day of the month in which such Principal
Prepayment is applied and (ii) 30 days. The obligations of the Master
Servicer in respect of any Prepayment Interest Shortfall are set forth in
Section 3.24. For avoidance of doubt, no Prepayment Interest Shortfalls
shall exist with respect to Principal Prepayments in full which are applied
during the period from the first through the 14th day of the month of the
related Distribution Date.
“Prepayment
Period”:
With
respect to any Distribution Date, (i) the period from the 15th day of the month
immediately preceding the month in which such Distribution Date occurs (or
in
the case of the first Distribution Date, the Cut-off Date) through the 14th
day
of the month in which such Distribution Date occurs, inclusive, for purposes
of
Principal Prepayments in full; and (ii) the calendar month immediately preceding
the calendar month in which such Distribution Date occurs, for any other
purpose. Except for purposes of calculating Prepayment Interest Excess,
Principal Prepayments made during the calendar month immediately preceding
the
Cut-off Date and received by the Master Servicer shall be deemed to be received
after the Cut-off Date and during the Prepayment Period related to the first
Distribution Date.
“Prime
Rate”:
The
prime rate of United States money center commercial banks as published in
The
Wall Street Journal.
“Principal
Balance”:
As to
any Mortgage Loan other than a Liquidated Mortgage Loan, and any day, the
related Cut-off Date Principal Balance, minus
all
collections credited against the Cut-off Date Principal Balance of any such
Mortgage Loan. For purposes of this definition, a Liquidated Mortgage Loan
shall
be deemed to have a Principal Balance equal to the Principal Balance of the
related Mortgage Loan as of the final recovery of related Liquidation Proceeds
and a Principal Balance of zero thereafter. As to any REO Property and any
day,
the Principal Balance of the related Mortgage Loan shall equal the Principal
Balance of the related Mortgage Loan immediately prior to such Mortgage Loan
becoming REO Property minus any REO Principal Amortization received with respect
thereto on or prior to such day.
55
“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
payment of principal made by the Mortgagor on a Mortgage Loan which is received
in advance of its scheduled Due Date and which is not accompanied by an amount
of interest representing the full amount of scheduled interest due on any Due
Date in any month or months subsequent to the month of prepayment.
“Principal
Remittance Amount”:
With
respect to any Distribution Date, the sum of the Group I Principal
Remittance Amount and the Group II Principal Remittance
Amount.
“Prospectus
Supplement”:
That
certain Prospectus Supplement dated February 28, 2006 relating to the public
offering of the Class A Certificates and the Mezzanine
Certificates.
“Purchase
Price”:
With
respect to any Mortgage Loan or REO Property to be purchased pursuant to or
as
contemplated by Section 2.03, Section 3.16(c) or Section 9.01, and as
confirmed by an Officers’ Certificate from the Master Servicer to the Trustee,
an amount equal to the sum of (i) 100% of the Stated Principal Balance thereof
as of the date of purchase (or such other price as provided in
Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued
interest on such Stated Principal Balance at the applicable Net Mortgage Rate
in
effect from time to time from the Due Date as to which interest was last paid
by
the Mortgagor or by an advance by the Master Servicer 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 paid by the Mortgagor or by an advance by
the
Master Servicer through the end of the calendar month immediately preceding
the
calendar month in which such REO Property was acquired, plus (2) REO
Imputed Interest for such REO Property for each calendar month commencing with
the calendar month in which such REO Property was acquired and ending with
the
calendar month in which such purchase is to be effected, net of the total of
all
net rental income, Insurance Proceeds, Liquidation Proceeds and Advances that
as
of the date of purchase had been distributed in respect of REO Imputed Interest
pursuant to Section 4.01, (iii) any unreimbursed Servicing Advances,
Advances and Nonrecoverable Advances and any unpaid Servicing Fees allocable
to
such Mortgage Loan or REO Property, (iv) any amounts previously withdrawn
from the Collection Account in respect of such Mortgage Loan or REO Property
pursuant to Section 3.11 (a)(ix) and Section 3.16(b), (v) in the
case of a Mortgage Loan required to be purchased pursuant to Section 2.03,
enforcement expenses reasonably incurred or to be incurred by the NIMS Insurer,
the Master Servicer or the Trustee in respect of the breach or defect giving
rise to the purchase obligation and (vi) in the case of a Mortgage Loan required
to be repurchased pursuant to Section 2.03 because such Mortgage Loan is in
breach of the representation in Section 6(xlvi) or in Section 6(lxi) of the
Mortgage Loan Purchase Agreement, any additional costs or damages in excess
of
the amounts to be paid pursuant to clauses (i) through (v) above (including
attorney’s fees) incurred by the Trust as a result of the Trust’s status as an
assignee or purchaser of such Mortgage Loans.
56
“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, and not more than 5.00% less than, 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) if the Qualified
Substitute Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Maximum
Mortgage Rate not greater than the Maximum Mortgage Rate on the Deleted Mortgage
Loan and have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate
of
the Deleted Mortgage Loan, (iv) if the Qualified Substitute Mortgage Loan
is an Adjustable Rate Mortgage Loan, have a Gross Margin equal to or greater
than the Gross Margin of the Deleted Mortgage Loan, (v) if the Qualified
Substitute Mortgage Loan is an Adjustable Rate Mortgage Loan, have a next
Adjustment Date not more than two months later than the next Adjustment Date
on
the Deleted Mortgage Loan, (vi) have a remaining term to maturity not greater
than (and not more than one year less than) that of the Deleted Mortgage Loan,
(vii) be current (with no contractual delinquencies outstanding) as of the
date
of substitution, (viii) have a Loan-to-Value Ratio as of the date of
substitution equal to or lower than the Loan-to-Value Ratio of the Deleted
Mortgage Loan as of such date, (ix) have a risk grading determined by the
Seller at least equal to the risk grading assigned on the Deleted Mortgage
Loan,
(x) have been underwritten or reunderwritten by the Seller in accordance with
the same or, as determined by the Seller, more favorable, underwriting
guidelines as the Deleted Mortgage Loan, (xi) with respect to Qualified
Substitute Mortgage Loans substituted for Deleted Mortgage Loans that are
Group I Mortgage Loans, have had an original Principal Balance that
conformed to Xxxxxx Xxx and Xxxxxxx Mac loan limits as of the date of its
origination, (xii) be secured by the same property type as the Deleted Mortgage
Loan, (xiii) have a lien priority equal to or superior to that of the
Deleted Mortgage Loan, (xiv) be covered by the PMI Policy if the Deleted
Mortgage Loan was covered by the PMI Policy, and (xv) conform to each
representation and warranty set forth in Section 6 of the Mortgage Loan
Purchase Agreement applicable to the Deleted Mortgage Loan. In the event that
one or more mortgage loans are substituted for one or more Deleted Mortgage
Loans, the amounts described in clause (i) hereof shall be determined on
the basis of aggregate principal balances (applied separately for the
Group I Mortgage Loans and Group II Mortgage Loans), the Mortgage
Rates described in clauses (ii) through (v) hereof shall be satisfied for
each such mortgage loan, the risk gradings described in clause (ix) hereof
shall be satisfied as to each such mortgage loan, the terms described in clause
(vi) hereof shall be determined on the basis of weighted average remaining
term
to maturity (provided that no such mortgage loan may have a remaining term
to
maturity longer than the Deleted Mortgage Loan), the Loan-to-Value Ratios
described in clause (viii) 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 (xv) hereof must be satisfied
as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case
may be.
57
“Rate
Change Date”:
With
respect to any REMIC 1 Regular Interest, the Distribution Date occurring in
the
month set forth as the Rate Change Date for such REMIC 1 Regular Interest in
the
Preliminary Statement.
“Rating
Agency or Rating Agencies”:
Fitch,
Xxxxx’x and S&P or their successors. If such agencies or their successors
are no longer in existence, “Rating Agencies” shall be such nationally
recognized statistical rating agencies, or other comparable Persons, designated
by the Depositor, notice of which designation shall be given to the Trustee
and
the Master Servicer.
“Realized
Loss”:
With
respect to any Liquidated Mortgage Loan, the amount of loss realized equal
to
the portion of the Principal Balance remaining unpaid after application of
all
Net Liquidation Proceeds and Insurance Proceeds in respect of such Mortgage
Loan.
“Record
Date”:
With
respect to (i) the Class C Certificates, the Class P Certificates, the Residual
Certificates and any Definitive Certificates, the Close of Business on the
last
Business Day of the calendar month preceding the month in which the related
Distribution Date occurs and (ii) with respect to the Class A Certificates,
the Mezzanine Certificates and the Class B Certificates, the Close of Business
on the Business Day immediately preceding the related Distribution Date;
provided, however, that following the date on which Definitive Certificates
for
a Class A Certificate, a Mezzanine Certificate or a Class B Certificate are
available pursuant to Section 5.02, the Record Date for such Certificates
shall be the last Business Day of the calendar month preceding the month in
which the related Distribution Date occurs.
“Recording
Documents”:
As
defined in Section 2.01 hereof.
“Reference
Banks”:
Those
banks (i) with an established place of business in London, England,
(ii) not controlling, under the control of or under common control with the
Depositor, the Seller or the Master Servicer or any affiliate thereof and
(iii) which have been designated as such by the Trustee with the consent of
the NIMS Insurer; provided,
however,
that if
fewer than two of such banks provide a LIBOR rate, then any leading banks
selected by the Trustee with the consent of the NIMS Insurer which are engaged
in transactions in United States dollar deposits in the international
Eurocurrency market.
“Refinanced
Mortgage Loan”:
A
Mortgage Loan the proceeds of which were not used to purchase the related
Mortgaged Property.
“Regular
Certificates”:
The
Class A Certificates, the Mezzanine Certificates, the Class B Certificates,
the
Class C Certificates and the Class P Certificates.
“Regulation
AB”:
Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
“Relief
Act”:
The
Servicemembers’ Civil Relief Act of 2003 or similar state or local
law.
58
“Relief
Act Interest Shortfall”:
With
respect to any Distribution Date, for any Mortgage Loan with respect to which
there has been a reduction in the amount of interest collectible thereon for
the
most recently ended Due Period as a result of the application of the Relief
Act,
the amount by which (i) interest collectible on such Mortgage Loan during
such Due Period is less than (ii) one month’s interest on the Principal
Balance of such Mortgage Loan at the Mortgage Rate for such Mortgage Loan before
giving effect to the application of the Relief Act.
“Remaining
Principal Distribution Amount”:
With
respect to any Distribution Date, an amount equal to the Principal Distribution
Amount remaining after the distributions set forth in Section 4.01(c)(i) through
(iii).
“REMIC”:
A
“real estate mortgage investment conduit” within the meaning of
Section 860D of the Code.
“REMIC
1”:
The
segregated pool of assets subject hereto, constituting a primary trust created
hereby and to be administered hereunder, with respect to which a REMIC election
is to be made consisting of: (i) such Mortgage Loans as from time to time
are subject to this Agreement, together with the Mortgage Files relating
thereto, and together with all collections thereon and proceeds thereof,
(ii) any REO Property, together with all collections thereon and proceeds
thereof, (iii) the Trustee’s rights with respect to the Mortgage Loans
under all insurance policies, including the PMI Policy, required to be
maintained pursuant to this Agreement and any proceeds thereof, (iv) the
Depositor’s rights with respect to the Mortgage Loans under the Mortgage Loan
Purchase Agreement (including any security interest created thereby), and (v)
the Collection Account, the Distribution Account (subject to the last sentence
of this definition) and any REO Account and such assets that are deposited
therein from time to time and any investments thereof, together with any and
all
income, proceeds and payments with respect thereto. Notwithstanding the
foregoing, however, a REMIC election will not be made with respect to the
Reserve Fund, the Supplemental Interest Account, the Final Maturity Reserve
Account and the Master Servicer Prepayment Charge Payment Amounts.
“REMIC
1 Group I Regular Interests”:
REMIC
1 Regular Interest I and REMIC 1 Regular Interest I-1-A through REMIC 1 Regular
Interest I-58-B as designated in the Preliminary Statement hereto.
“REMIC
1 Group II Regular Interests”:
REMIC
1 Regular Interest II-1-A through REMIC 1 Regular Interest II-58-B as designated
in the Preliminary Statement hereto.
“REMIC
1 Regular Interest”:
Any of
the 238 separate non-certificated beneficial ownership interests in REMIC 1
issued hereunder and designated as a “regular interest” in REMIC 1. Each REMIC 1
Regular Interest shall accrue interest at the related Uncertificated REMIC
1
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
“REMIC
2”:
The
segregated pool of assets consisting of all of the REMIC 1 Regular Interests
conveyed in trust to the Trustee, for the benefit of REMIC 3, as holder of
the
REMIC 2 Regular Interests and the Class R Certificateholders, as holders of
the
Class R-2 Interest, pursuant to Article II hereunder, and all amounts deposited
therein, with respect to which a separate REMIC election is to be
made.
59
“REMIC
2 Interest Loss Allocation Amount”:
With
respect to any Distribution Date, an amount equal to (a) the product of (i)
50%
of the aggregate Principal Balance of the Mortgage Loans and related REO
Properties then outstanding and (ii) the Uncertificated REMIC 2 Pass-Through
Rate for REMIC 3 Regular Interest AA minus the Marker Rate, divided by (b)
12.
“REMIC
2 Overcollateralization Target Amount”:
0.50%
of the Overcollateralization Target Amount.
“REMIC
2 Overcollateralized Amount”:
With
respect to any date of determination, (i) 0.50% of the aggregate Uncertificated
Principal Balances of the REMIC 2 Regular Interests AA, A-IA, A-IIA1, A-IIA2,
X-XXX0, X-XXX0, X0, X0, X0, X0, X0, X0, X0, X0, X0, X00, B, and ZZ minus (ii)
the aggregate of the Uncertificated Principal Balances of REMIC 2 Regular
Interests X-XX, X-XXX0, X-XXX0, A-IIA3, X-XXX0, X0, X0, X0, X0, X0, X0, X0,
X0,
X0, M10, and B, in each case as of such date of determination.
“REMIC
2 Principal Loss Allocation Amount”:
With
respect to any Distribution Date, an amount equal to the product of (i) 0.50%
of
the aggregate Principal Balance of the Mortgage Loans and REO Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which is 2 times
the
aggregate of the Uncertificated Principal Balances of REMIC 2 Regular Interest
X-XX, X-XXX0, X-XXX0, A-IIA3, X-XXX0, X0, X0, X0, X0, X0, X0, X0, X0, X0, M10
and B and the denominator of which is the aggregate of the Uncertificated
Principal Balances of REMIC 3 Regular Interests X-XX, X-XXX0, X-XXX0, A-IIA3,
A-IIA4, M1, M2, M3, X0, X0, X0, X0, X0, X0, X00, B and ZZ.
“REMIC
2 Regular Interest”:
Any of
the separate non-certificated beneficial ownership interests in REMIC 2 issued
hereunder and designated as a “regular interest” in REMIC 2. Each REMIC 2
Regular Interest shall accrue interest at the related Uncertificated REMIC
2
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal (other than REMIC 2 Regular Interests Swap IO and
FMR
IO), subject to the terms and conditions hereof, in an aggregate amount equal
to
its initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto. The following is a list of each of the REMIC 2 Regular
Interests: REMIC 2 Regular Interest AA, REMIC 2 Regular Interest A-IA, REMIC
2
Regular Interest A-IIA1, REMIC 2 Regular Interest A-IIA2, REMIC 2 Regular
Interest A-IIA3, REMIC 2 Regular Interest A-IIA4, REMIC 2 Regular Interest
M1,
REMIC 2 Regular Interest M2, REMIC 2 Regular Interest M3, REMIC 2 Regular
Interest M4, REMIC 2 Regular Interest M5, REMIC 2 Regular Interest M6, REMIC
2
Regular Interest M7, REMIC 2 Regular Interest M8, REMIC 2 Regular Interest
M9,
REMIC 2 Regular Interest M10, REMIC 2 Regular Interest B, REMIC 2 Regular
Interest ZZ, REMIC 2 Regular Interest XX, REMIC 2 Regular Interest 1SUB, REMIC
2
Regular Interest 1GRP and REMIC 2 Regular Interest 2SUB, REMIC 2 Regular
Interest 2GRP, REMIC 2 Regular Interest Swap IO and REMIC 2 Regular Interest
FMR
IO.
“REMIC
3”:
The
segregated pool of assets consisting of all of the REMIC 2 Regular Interests
conveyed in trust to the Trustee, for the benefit of the Holders of the Regular
Certificates (other than the Class P Certificates and the Class Swap IO
Upper-Tier Interest), REMIC CX, as the holder of the Class C Interest, REMIC
PX,
as the holder of the Class P Interest, REMIC SwapX as holder of the Class Swap
IO Interest, and the Class R Certificateholders, as holders of the Class R-3
Interest, pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
60
“REMIC
3 Regular Interests”:
The
Class C Interest, the Class P Interest, the Class Swap IO Interest, and the
Class FM Reserve IO Interest.
“REMIC CX”:
The
segregated pool of assets consisting of the Class C Interest, conveyed in trust
to the Trustee, for the benefit of the Holders of the Class C Certificates
and
the Class R-CX Certificates, pursuant to Article II hereunder, and all
amounts deposited therein, with respect to which a separate REMIC election
is to
be made.
“REMIC
FM Rate”:
For
any Distribution Date beginning with the Distribution Date in March 2013 through
the Distribution Date in March 2036, a rate equal to the Final Maturity Reserve
Rate. For all other Distribution Dates, 0.00%.
“REMIC
Provisions”:
Provisions of the federal income tax law relating to real estate mortgage
investment conduits which appear at Section 860A through 860G of
Subchapter M of Chapter 1 of the Code, and related provisions, and
regulations and rulings promulgated thereunder, as the foregoing may be in
effect from time to time.
“REMIC
PX”:
The
segregated pool of assets consisting of the Class P Interest, conveyed in trust
to the Trustee, for the benefit of the Holders of the Class P Certificates
and
the Class R-PX Certificates, pursuant to Article II hereunder, and all amounts
deposited therein, with respect to which a separate REMIC election is to be
made.
“REMIC
Regular Interests”:
The
REMIC 1 Regular Interests, the REMIC 2 Regular Interests and the REMIC 3 Regular
Interests.
“REMIC
SwapX”:
The
segregated pool of assets consisting of the Class Swap IO Interest, conveyed
in
trust to the Trustee, for the benefit of the Holders of the Class Swap IO
Upper-Tier Interest and the Class R-SwapX Certificates, pursuant to Article
II
hereunder, and all amounts deposited therein, with respect to which a separate
REMIC election is to be made.
“Remittance”:
As
defined in Section 7.02(b) hereof.
“Remittance
Report”:
A
report prepared by the Master Servicer and delivered to the NIMS Insurer and
the
Trustee pursuant to Section 4.04.
“Rents
from Real Property”:
With
respect to any REO Property, gross income of the character described in
Section 856(d) of the Code.
“REO
Account”:
The
account or accounts maintained by the Master Servicer in respect of an REO
Property pursuant to Section 3.23.
“REO
Disposition”:
The
sale or other disposition of an REO Property on behalf of the Trust
Fund.
61
“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 Principal Balance of such REO Property (or, in the case
of
the first such calendar month, of the related Mortgage Loan if appropriate)
as
of the Close of Business on the Distribution Date in such calendar
month.
“REO
Principal Amortization”:
With
respect to any REO Property, for any calendar month, the excess, if any, of
(a) the aggregate of all amounts received in respect of such REO Property
during such calendar month, whether in the form of rental income, sale proceeds
(including, without limitation, that portion of the Termination Price paid
in
connection with a purchase of all of the Mortgage Loans and REO Properties
pursuant to Section 9.01 that is allocable to such REO Property) or
otherwise, net of any portion of such amounts (i) payable pursuant to
Section 3.23 in respect of the proper operation, management and maintenance
of such REO Property or (ii) payable or reimbursable to the Master Servicer
pursuant to Section 3.23 for unpaid Servicing Fees in respect of the
related Mortgage Loan and unreimbursed Servicing Advances and Advances in
respect of such REO Property or the related Mortgage Loan, over (b) the REO
Imputed Interest in respect of such REO Property for such calendar
month.
“REO
Property”:
A
Mortgaged Property acquired by the Master Servicer on behalf of the Trust Fund
through foreclosure or deed-in-lieu of foreclosure, as described in
Section 3.23.
“Replacement
Payment”:
As
defined in Section 3.30(b) hereof.
“Request
for Release”:
A
release signed by a Servicing Representative, in the form of Exhibit E-1 or
E-2 attached hereto.
“Reserve
Fund”:
The
reserve fund established pursuant to Section 3.26.
“Reserve
Interest Rate”:
With
respect to any Interest Determination Date, the rate per annum that the Trustee
determines to be either (i) the arithmetic mean (rounded upwards if
necessary to the nearest whole multiple of 0.03125%) of the one-month United
States dollar lending rates which banks in New York City selected by the Trustee
with the consent of the NIMS Insurer are quoting on the relevant Interest
Determination Date to the principal London offices of leading banks in the
London interbank market or (ii) in the event that the Trustee can determine
no such arithmetic mean, in the case of any Interest Determination Date after
the initial Interest Determination Date, the lowest one-month United States
dollar lending rate which such New York banks selected by the Trustee with
the
consent of the NIMS Insurer are quoting on such Interest Determination Date
to
leading European banks.
“Residential
Dwelling”:
Any
one of the following: (i) a detached one-family dwelling, (ii) a
detached two- to four-family dwelling, (iii) a one-family dwelling unit in
a Xxxxxx Xxx eligible condominium project or a Xxxxxxx Mac eligible condominium
project, (iv) a manufactured home, or (v) a detached one-family
dwelling in a planned unit development, none of which is a co-operative or
mobile home.
“Residual
Certificates”:
The
Class R Certificates, the Class R-CX Certificates and the Class R-PX
Certificates.
62
“Residual
Interest”:
The
sole class of “residual interests” in a REMIC within the meaning of
Section 860G(a)(2) of the Code.
“Residual
NIM Holder”:
As
defined in Section 3.16(c) hereof.
“Responsible
Officer”:
When
used with respect to the Trustee, any managing director, director, associate,
principal, vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and, with respect to a particular matter, to whom such
matter is referred because of such officer’s knowledge of and familiarity with
the particular subject.
“S&P”:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., or its
successor in interest.
“Seller”:
Long
Beach Mortgage Company, a Delaware corporation, or its successor in interest,
in
its capacity as seller under the Mortgage Loan Purchase Agreement.
“Servicing
Account”:
The
account or accounts created and maintained pursuant to
Section 3.09.
“Servicing
Advances”:
All
customary, reasonable and necessary “out of pocket” costs and expenses
(including reasonable attorneys’ fees and expenses) incurred by the Master
Servicer in the performance of its servicing obligations in connection with
a
default, delinquencies or other unanticipated event or where reimbursement
is
otherwise permitted in accordance with any of the terms of this Agreement,
including, but not limited to, the cost of (i) the preservation,
restoration, inspection and protection of the Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, and including
any
expenses incurred in relation to any such proceedings that result from the
Mortgage Loan being registered in the MERS® System, (iii) the management
and liquidation of the REO Property and (iv) compliance with the
obligations under Sections 3.01, 3.09, 3.14, 3.16, and 3.23.
“Servicing
Fee”:
With
respect to each Mortgage Loan and for any calendar month, an amount equal to
one
month’s interest (or in the event of any payment of interest which accompanies a
Principal Prepayment in full made by the Mortgagor during such calendar month,
interest for the number of days covered by such payment of interest) at the
Servicing Fee Rate on the same principal amount on which interest on such
Mortgage Loan accrues for such calendar month. A portion of such Servicing
Fee
may be retained by any Sub-Servicer as its servicing compensation.
“Servicing
Fee Rate”:
0.50%
per annum.
“Servicing
Representative”:
Any
officer or employee of the Master Servicer involved in, or responsible for,
the
administration and servicing of Mortgage Loans, whose name and specimen
signature appear on a list of servicing representatives furnished by the Master
Servicer to the Trustee and the Depositor on the Closing Date, as such list
may
from time to time be amended.
63
“Startup
Day”:
As
defined in Section 10.01(b) hereof.
“Stated
Principal Balance”:
With
respect to any Mortgage Loan: (a) as of any date of determination up to but
not including the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such Mortgage Loan would be distributed,
the
related Cut-off Date Principal Balance, as shown in the Mortgage Loan Schedule,
minus the sum of (i) the principal portion of each Monthly Payment due on a
Due Date subsequent to the Cut-off Date, to the extent received from the
Mortgagor or advanced by the Master Servicer and distributed pursuant to
Section 4.01 on or before such date of determination, (ii) all
Principal Prepayments received after the Cut-off Date, to the extent distributed
pursuant to Section 4.01 on or before such date of determination,
(iii) all Liquidation Proceeds and Insurance Proceeds to the extent
distributed pursuant to Section 4.01 on or before such date of
determination, and (iv) any Realized Loss incurred with respect thereto as
a result of a Deficient Valuation made during or prior to the Due Period for
the
most recent Distribution Date coinciding with or preceding such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such Mortgage Loan would be distributed,
zero.
With respect to any REO Property: (a) as of any date of determination up to
but not including the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed, an
amount (not less than zero) equal to the Stated Principal Balance of the related
Mortgage Loan as of the date on which such REO Property was acquired on behalf
of the Trust Fund, minus the aggregate amount of REO Principal Amortization
in
respect of such REO Property for all previously ended calendar months, to the
extent distributed pursuant to Section 4.01 on or before such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed,
zero.
“Stayed
Funds”:
If the
Master Servicer is the subject of a proceeding under the federal Bankruptcy
Code
and the making of a Remittance (as defined in Section 7.02(b)) is
prohibited by Section 362 of the federal Bankruptcy Code, funds that are in
the custody of the Master Servicer, a trustee in bankruptcy or a federal
bankruptcy court and should have been the subject of such Remittance absent
such
prohibition.
“Stepdown
Date”:
The
earlier of (a) the later of (i) the Distribution Date in April 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 due on the related Due Date or received during
the related Prepayment Period but prior to distribution of the Principal
Distribution Amount in respect of the Certificates then entitled to
distributions of principal on such Distribution Date) is greater than or equal
to 39.90%
and
(b) the date on which the aggregate Certificate Principal Balance of the
Class A Certificates has been reduced to zero.
“Subordinated
Net WAC Rate”:
For
any Distribution Date with respect to the Mezzanine Certificates and the Class
B
Certificates, a per annum rate (subject to adjustment based on the actual number
of days elapsed in the related Interest Accrual Period) equal to the weighted
average (weighted on the basis of the results of subtracting from the aggregate
Stated Principal Balance of each Loan Group the current aggregate Certificate
Principal Balance of the related Class A Certificates) of the Net WAC
Pass-Through Rate for the Group I Certificates and the Net WAC Pass-Through
Rate
for the Group II Certificates. For federal income tax purposes, for any
Distribution Date with respect to the regular interests in REMIC 3 the ownership
of which is represented by the Mezzanine Certificates, the economic equivalent
of such rate shall be expressed as the weighted average (adjusted for the actual
number of days elapsed in the related Interest Accrual Period) of the
Uncertificated REMIC 2 Pass-Through Rates on (a) REMIC 2 Regular Interest 1SUB,
subject to a cap and a floor equal to the Uncertificated REMIC 2 Pass-Through
Rate for REMIC 2 Regular Interest 1GRP and (b) REMIC 2 Regular Interest 2SUB,
subject to a cap and a floor equal to the Uncertificated REMIC 2 Pass-Through
Rate for REMIC 2 Regular Interest 2GRP, weighted on the basis of the
Uncertificated Principal Balance of each such REMIC 2 Regular
Interest.
64
“Sub-Servicer”:
Any
Person with which the Master Servicer has entered into a Sub-Servicing Agreement
and which meets the qualifications of a Sub-Servicer pursuant to Section
3.02.
“Sub-Servicing
Account”:
An
account or accounts established by a Sub-Servicer which meets the requirements
set forth in Section 3.08 and is otherwise acceptable to the applicable
Master Servicer.
“Sub-Servicing
Agreement”:
The
written contract between the Master Servicer and a Sub-Servicer relating to
servicing and administration of certain Mortgage Loans as provided in
Section 3.02.
“Subsequent
Recoveries”:
The
Gross Subsequent Recoveries net of amounts payable or reimbursable to the Master
Servicer for related (i) Advances, (ii) Servicing Advances and (iii) Servicing
Fees.
“Substitution
Adjustments”:
As
defined in Section 2.03(d) hereof.
“Supplemental
Interest Account”:
As
defined in Section 4.09(a) hereof.
“Swap
Agreement”:
The
swap agreement consisting of a 1992 ISDA Master Agreement (Multicurrency Border)
and a schedule dated as of the Closing Date and the related confirmation
thereto, between the Trustee on behalf of the Trust and the Swap Counterparty,
attached as Exhibit B1 hereto, as such agreement may be amended and
supplemented in accordance with its terms.
“Swap
Counterparty”:
Bank
of America, N.A., or any successor in interest thereto in accordance with the
Swap Agreement.
“Swap
Default”:
The
effective designation of an Early Termination Date in respect of the Swap
Agreement following the occurrence of a Swap Event of Default, a Termination
Event with respect to the Swap Agreement or an Additional Termination Event
with
respect to the Swap Agreement.
“Swap
Event of Default”:
An
“Event of Default” as such term is defined in the Swap Agreement.
65
“Swap
LIBOR”:
A per annum rate equal to the floating rate payable by the Swap Provider under
the Swap Agreement.
“Swap
Notional Amount”:
With
respect to any Distribution Date is the amount set forth on Schedule II attached
hereto with respect to such Distribution Date.
“Swap
Payment”:
With
respect to each Distribution Date, an amount equal to the product of (a)
5.000%,
(b) the
Swap Notional Amount and (c) a fraction, the numerator of which is 30 and the
denominator of which 360.
“Swap
Rate”:
With
respect to any Distribution Date, the rate payable by the Trust as specified
in
the Swap Agreement.
“Swap
Termination Payment”:
Upon
the designation of an “Early Termination Date” as defined in the Swap Agreement,
the payment to be made by the Trust to the Supplemental Interest Account for
payment to the Swap Counterparty, or by the Swap Counterparty to the
Supplemental Interest Account for payment to the Trust, as applicable, pursuant
to the terms of the Swap Agreement.
“Tax
Returns”:
The
federal income tax return on Internal Revenue Service Form 1066, U.S. Real
Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holder of the
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be
filed
by the Trustee on behalf of each REMIC, together with any and all other
information reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.
“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
Event”:
As
defined in the Swap Agreement.
“Termination
Price”:
As
defined in Section 9.01(a) hereof.
“Terminator”:
As
defined in Section 9.01.
“Transfer”:
Any
direct or indirect transfer, sale, pledge, hypothecation, or other form of
assignment of any Ownership Interest in a Certificate.
“Transferee”:
Any
Person who is acquiring by Transfer any Ownership Interest in a
Certificate.
“Transferor”:
Any
Person who is disposing by Transfer of any Ownership Interest in a
Certificate.
“Trigger
Event”:
A
Trigger Event has occurred with respect to a Distribution Date if either a
Cumulative Loss Trigger Event or a Delinquency Trigger Event has occurred with
respect to such Distribution Date.
66
“Trust”:
Long
Beach Mortgage Loan Trust 2006-2, the trust created hereunder.
“Trust
Fund”:
All of
the assets of the Trust, which is the trust created hereunder consisting of
REMIC 1, REMIC 2, REMIC 3, REMIC CX, REMIC PX, REMIC SwapX, the
Reserve Fund, the Supplemental Interest Account, the Final Maturity Reserve
Account and any Master Servicer Prepayment Charge Payment Amounts and the
Trust’s rights under the Swap Agreement.
“Trust
REMIC”:
Any of
REMIC 1, REMIC 2, REMIC 3, REMIC CX, REMIC PX and/or REMIC
SwapX.
“Trustee”:
Deutsche Bank National Trust Company, a national banking association, or its
successor in interest, or any successor trustee appointed as herein
provided.
“Trustee
Fee”:
With
respect to each Distribution Date, one-twelfth of the Trustee Fee Rate
multiplied by the aggregate Stated Principal Balance of the Mortgage Loans
as of
the last day of the related Due Period (prior to 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).
“Trustee
Fee Rate”:
0.00%
per annum.
“Uncertificated
Accrued Interest”:
With
respect to each REMIC Regular Interest on each Distribution Date, an amount
equal to one month’s interest at the related Uncertificated Pass-Through Rate on
the Uncertificated Principal Balance or Uncertificated Notional Amount of such
REMIC Regular Interest. In each case, Uncertificated Accrued Interest will
be
reduced by any Net Prepayment Interest Shortfalls and Relief Act Interest
Shortfalls allocated to such REMIC Regular Interests pursuant to
Section 1.03.
“Uncertificated
Pass-Through Rate”:
The
Uncertificated REMIC 1 Pass-Through Rate, the Uncertificated REMIC 2
Pass-Through Rate and the Uncertificated REMIC 3 Pass-Through Rate.
“Uncertificated
Notional Amount”:
With
respect to REMIC II Regular Interest Swap IO and each Distribution Date listed
below, the aggregate Uncertificated Principal Balance of the REMIC I Regular
Interests ending with the designation “A” listed below:
|
Distribution
Date
|
REMIC
I Regular Interests
|
|
|
2
|
I-1-A
through I-58-A and II-1-A through II-58-A
|
|
|
3
|
I-2-A
through I-58-A and II-2-A through II-58-A
|
|
|
4
|
I-3-A
through I-58-A and II-3-A through II-58-A
|
|
|
5
|
I-4-A
through I-58-A and II-4-A through II-58-A
|
|
|
6
|
I-5-A
through I-58-A and II-5-A through II-58-A
|
|
|
7
|
I-6-A
through I-58-A and II-6-A through II-58-A
|
|
|
8
|
I-7-A
through I-58-A and II-7-A through II-58-A
|
|
|
9
|
I-8-A
through I-58-A and II-8-A through II-58-A
|
|
|
10
|
I-9-A
through I-58-A and II-9-A through II-58-A
|
|
|
11
|
I-10-A
through I-58-A and II-10-A through II-58-A
|
|
|
12
|
I-11-A
through I-58-A and II-11-A through II-58-A
|
67
|
Distribution
Date
|
REMIC
I Regular Interests
|
|
|
13
|
I-12-A
through I-58-A and II-12-A through II-58-A
|
|
|
14
|
I-13-A
through I-58-A and II-13-A through II-58-A
|
|
|
15
|
I-14-A
through I-58-A and II-14-A through II-58-A
|
|
|
16
|
I-15-A
through I-58-A and II-15-A through II-58-A
|
|
|
17
|
I-16-A
through I-58-A and II-16-A through II-58-A
|
|
|
18
|
I-17-A
through I-58-A and II-17-A through II-58-A
|
|
|
19
|
I-18-A
through I-58-A and II-18-A through II-58-A
|
|
|
20
|
I-19-A
through I-58-A and II-19-A through II-58-A
|
|
|
21
|
I-20-A
through I-58-A and II-20-A through II-58-A
|
|
|
22
|
I-21-A
through I-58-A and II-21-A through II-58-A
|
|
|
23
|
I-22-A
through I-58-A and II-22-A through II-58-A
|
|
|
24
|
I-23-A
through I-58-A and II-23-A through II-58-A
|
|
|
25
|
I-24-A
through I-58-A and II-24-A through II-58-A
|
|
|
26
|
I-25-A
through I-58-A and II-25-A through II-58-A
|
|
|
27
|
I-26-A
through I-58-A and II-26-A through II-58-A
|
|
|
28
|
I-27-A
through I-58-A and II-27-A through II-58-A
|
|
|
29
|
I-28-A
through I-58-A and II-28-A through II-58-A
|
|
|
30
|
I-29-A
through I-58-A and II-29-A through II-58-A
|
|
|
31
|
I-30-A
through I-58-A and II-30-A through II-58-A
|
|
|
32
|
I-31-A
through I-58-A and II-31-A through II-58-A
|
|
|
33
& 34
|
I-32-A
through I-58-A and II-32-A through II-58-A
|
|
|
35
|
I-33-A
through I-58-A and II-33-A through II-58-A
|
|
|
36
|
I-34-A
through I-58-A and II-34-A through II-58-A
|
|
|
37
|
I-35-A
through I-58-A and II-35-A through II-58-A
|
|
|
38
|
I-36-A
through I-58-A and II-36-A through II-58-A
|
|
|
39
|
I-37-A
through I-58-A and II-37-A through II-58-A
|
|
|
40
|
I-38-A
through I-58-A and II-38-A through II-58-A
|
|
|
41
|
I-39-A
through I-58-A and II-39-A through II-58-A
|
|
|
42
|
I-40-A
through I-58-A and II-40-A through II-58-A
|
|
|
43
|
I-41-A
through I-58-A and II-41-A through II-58-A
|
|
|
44
|
I-42-A
through I-58-A and II-42-A through II-58-A
|
|
|
45
|
I-43-A
through I-58-A and II-43-A through II-58-A
|
|
|
46
|
I-44-A
through I-58-A and II-44-A through II-58-A
|
|
|
47
|
I-45-A
through I-58-A and II-45-A through II-58-A
|
|
|
48
|
I-46-A
through I-58-A and II-46-A through II-58-A
|
|
|
49
|
I-47-A
through I-58-A and II-47-A through II-58-A
|
|
|
50
|
I-48-A
through I-58-A and II-48-A through II-58-A
|
|
|
51
|
I-49-A
through I-58-A and II-49-A through II-58-A
|
|
|
52
|
I-50-A
through I-58-A and II-50-A through II-58-A
|
|
|
53
|
I-51-A
through I-58-A and II-51-A through II-58-A
|
|
|
54
|
I-52-A
through I-58-A and II-52-A through II-58-A
|
|
|
55
|
I-53-A
through I-58-A and II-53-A through II-58-A
|
|
|
56
|
I-54-A
through I-58-A and II-54-A through II-58-A
|
|
|
57
|
I-55-A
through I-58-A and II-55-A through II-58-A
|
|
|
58
|
I-56-A
through I-58-A and II-56-A through II-58-A
|
|
|
59
|
I-57-A
and I-58-A and II-57-A and II-58-A
|
|
|
60
|
I-58-A
and II-58-A
|
|
|
thereafter
|
$0.00
|
68
“Uncertificated
Principal Balance”:
With
respect to each REMIC Regular Interest, the principal amount of such REMIC
Regular Interest outstanding as of any date of determination. As of the Closing
Date, the Uncertificated Principal Balance of each REMIC Regular Interest shall
equal the amount set forth in the Preliminary Statement hereto as its initial
Uncertificated Principal Balance. On each Distribution Date, the Uncertificated
Principal Balance of each REMIC Regular Interest shall be reduced by all
distributions of principal made on such REMIC Regular Interest on such
Distribution Date pursuant to Section 4.05 and, if and to the extent
necessary and appropriate, shall be further reduced on such Distribution Date
by
Realized Losses and increased by Subsequent Recoveries as provided in
Section 4.06, and the Uncertificated Principal Balance of REMIC 2 Regular
Interest ZZ shall be increased by interest deferrals as provided in
Section 4.05. The Uncertificated Principal Balance of each REMIC Regular
Interest that has an Uncertificated Principal Balance shall never be less than
zero. Notwithstanding the foregoing, the Uncertificated Principal Balance of
(i)
the Class C Interest shall always be equal to (i) the excess, if any, of
(A) the then aggregate Uncertificated Principal Balances of the REMIC 3
Regular Interests over (B) the sum of the Certificate Principal Balance of
the Class A Certificates, the Mezzanine Certificates, the Class B Certificates
and the Class P Interest minus (ii) the amount, if any, paid to the Class A
Certificates on the first Distribution Date as Extra Principal Distribution
Amount.
“Uncertificated
REMIC 1 Pass-Through Rate”:
With
respect to REMIC 1 Regular Interest IX, a per annum rate equal to the weighted
average of the Adjusted Net Mortgage Rates of the Group I Mortgage Loans. With
respect to each REMIC 1 Group I Regular Interest ending with the designation
“A”, a per annum rate equal to the weighted average of the Adjusted Net Mortgage
Rates of the Group I Mortgage Loans multiplied by 2, subject to a maximum rate
of two times the Swap Rate. With respect to each REMIC 1 Group I Regular
Interest ending with the designation “B”, the greater of (x) a per annum rate
equal to the excess, if any, of (i) 2 multiplied by the weighted average of
the
Adjusted Net Mortgage Rates of the Group I Mortgage Loans over (ii) two times
the Swap Rate and (y) 0.00%. With respect to REMIC 1 Regular Interest IIX,
a per
annum rate equal to the weighted average of the Adjusted Net Mortgage Rates
of
the Group II Mortgage Loans. With respect to each REMIC 1 Group II Regular
Interest ending with the designation “A”, a per annum rate equal to the weighted
average of the Adjusted Net Mortgage Rates of the Group II Mortgage Loans
multiplied by 2, subject to a maximum rate of two times the Swap Rate. With
respect to each REMIC 1 Group II Regular Interest ending with the designation
“B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2
multiplied by the weighted average of the Adjusted Net Mortgage Rates of the
Group II Mortgage Loans over (ii) two times the Swap Rate and (y)
0.00%.
“Uncertificated
REMIC 2 Pass-Through Rate”:
With
respect to REMIC 2 Regular Interests AA, A-IA, A-IIA1, A-IIA2, A-IIA3, X-XXX0,
X0, X0, X0, X0, X0, X0, X0, X0, X0, M10, B, ZZ, 1SUB, 2SUB, and XX, a per annum
rate (but not less than zero) equal to the weighted average of: (w) with respect
to REMIC 1 Regular Interests IX and IIX, the Uncertificated REMIC 1 Pass-Through
Rate for each such REMIC 1 Regular Interest for each such Distribution Date
minus the REMIC FM Rate, (x) with respect to each REMIC 1 Regular Interest
ending with the designation “B”, the weighted average of the Uncertificated
REMIC 1 Pass-Through Rates for such REMIC 1 Regular Interests minus the REMIC
FM
Rate, (y) with respect to REMIC 1 Regular Interests ending with the designation
“A”, for each Distribution Date from the second Distribution Date through the
Rate Change Date for such REMIC 1 Regular Interest, the lesser of (i) (1) the
product of 2 multiplied by Swap LIBOR minus (2) the REMIC FM Rate, and (ii)
the
Uncertificated REMIC 1 Pass-Through Rate for such REMIC 1 Regular Interest
minus
the REMIC FM Rate, and (z) with respect to REMIC 1 Regular Interests ending
with
the designation “A”, for the first Distribution Date and each Distribution Date
after the Rate Change Date for such REMIC 1 Regular Interest, the Uncertificated
REMIC 1 Pass-Through Rate for such REMIC 1 Regular Interest minus the REMIC
FM
Rate, in every case weighted on the basis of the Uncertificated Balances of
each
such REMIC I Regular Interest for each such Distribution Date.
69
With
respect to REMIC 2 Regular Interest 1GRP, a per annum rate (but not less than
zero) equal to the weighted average of: (w) with respect to REMIC 1 Regular
Interest IX, the Uncertificated REMIC 1 Pass-Through Rate for such REMIC 1
Regular Interest for each Distribution Date minus the REMIC FM Rate, (x) with
respect to REMIC 1 Group I Regular Interests ending with the designation “B”,
the weighted average of the Uncertificated REMIC 1 Pass-Through Rates for such
REMIC 1 Regular Interests minus the REMIC FM Rate, (y) with respect to REMIC
1
Group I Regular Interests ending with the designation “A”, for each Distribution
Date from the second Distribution Date through the Rate Change Date for such
REMIC 1 Regular Interest, the lesser of (i) (1) the product of 2 multiplied
by
Swap LIBOR minus (2) the REMIC FM Rate, and (ii) the Uncertificated REMIC 1
Pass-Through Rate for such REMIC 1 Regular Interest minus the REMIC FM Rate,
and
(z) with respect to REMIC 1 Group I Regular Interests ending with the
designation “A”, for the first Distribution Date and each Distribution Date
after the Rate Change Date for such REMIC 1 Regular Interest, the Uncertificated
REMIC 1 Pass-Through Rate for such REMIC 1 Regular Interest minus the REMIC
FM
Rate, in every case weighted on the basis of the Uncertificated Balances of
each
such REMIC 1 Regular Interest for each such Distribution Date.
With
respect to REMIC 2 Regular Interest 2GRP, a per annum rate (but not less than
zero) equal to the weighted average of: (w) with respect to REMIC 1 Regular
Interest IIX, the Uncertificated REMIC 1 Pass-Through Rate for such REMIC 1
Regular Interest for each Distribution Date minus the REMIC FM Rate, (x) with
respect to REMIC 1 Group II Regular Interests ending with the designation “B”,
the weighted average of the Uncertificated REMIC 1 Pass-Through Rates for such
REMIC 1 Regular Interests minus the REMIC FM Rate, (y) with respect to REMIC
1
Group II Regular Interests ending with the designation “A”, for each
Distribution Date from the second Distribution Date through the Rate Change
Date
for such REMIC 1 Regular Interest, the lesser of (i) (1) the product of 2
multiplied by Swap LIBOR minus (2) the REMIC FM Rate, and (ii) the
Uncertificated REMIC 1 Pass-Through Rate for such REMIC 1 Regular Interest
minus
the REMIC FM Rate, and (z) with respect to REMIC 1 Group II Regular
Interests ending with the designation “A”, for the first Distribution Date and
each Distribution Date after the Rate Change Date for such REMIC 1 Regular
Interest, the Uncertificated REMIC 1 Pass-Through Rate for such REMIC 1 Regular
Interest minus the REMIC FM Rate, in every case weighted on the basis of the
Uncertificated Balances of each such REMIC 1 Regular Interest for each such
Distribution Date.
With
respect to REMIC 2 Regular Interest Swap-IO, and (i) the second Distribution
Date through the 60th Distribution Date, the excess of (x) the weighted average
of the Uncertificated REMIC 1 Pass-Through Rates for REMIC 1 Regular Interests
including the designation “A”, over (y) 2 multiplied by Swap LIBOR. and (ii)
thereafter, 0.00%.
With
respect to any Distribution Date and REMIC 2 Regular Interest FMR IO,
(i) 0.00% per annum for each Distribution Date starting with the
Distribution Date in April 2006 through the Distribution Date in March 2013,
(ii) the Final Maturity Reserve Rate for each Distribution Date starting with
the Distribution Date in April 2013 through the Distribution Date in March
2036,
and (iii) 0.00% per annum for each Distribution Date thereafter. For
federal income tax purposes, REMIC 2 Regular Interest FMR IO will be entitled
to
a percentage of the interest payable on each REMIC 1 Regular Interest, with
the percentage equal to (i) on each Distribution Date starting with the
Distribution Date in April 2006 through the Distribution Date in March 2013,
the
excess of the REMIC 1 Uncertificated Pass-Through Rate of such Regular
Interest over the REMIC 1 Uncertificated Pass-Through Rate of such Regular
Interest, (ii) on each Distribution Date starting with the Distribution Date
in
April 2013 through the Distribution Date in March 2036, the excess of the
REMIC 1 Uncertificated Pass-Through Rate of such Regular Interest over the
difference between the REMIC 1 Uncertificated Pass-Through Rate of such
Regular Interest and the
related Final Maturity Reserve Rate,
and
(iii) 0.00% thereafter.
70
“Undercollateralized
Amount”:
With
respect to any Distribution Date, the amount, if any, by which (i) the sum
of the aggregate Certificate Principal Balances of the Class A Certificates,
the
Mezzanine Certificates and the Class B Certificates and the Uncertificated
Principal Balance of the Class P Interest as of such Distribution Date (after
giving effect to distributions to be made on such Distribution Date) exceeds
(ii) the aggregate Stated Principal Balance of the Mortgage Loans on 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).
“Uninsured
Cause”:
Any
cause of damage to a Mortgaged Property such that the complete restoration
of
such property is not fully reimbursable by the hazard insurance policies
required to be maintained pursuant to Section 3.14.
“United
States Person”
or
“U.S.
Person”:
(i) A
citizen or resident of the United States; (ii) a corporation, partnership or
other entity classified as a corporation or partnership for United States
federal income tax purposes created or organized in, or under the laws of,
the
United States or any political subdivision thereof (except, in the case of
a
partnership or entity treated as a partnership, to the extent provided in
regulations) provided that, solely for purposes of the restrictions on the
transfer of the Residual Certificates, no partnership or other entity treated
as
a partnership shall be treated as a United States Person unless all persons
that
own an interest in such partnership or other entity, either directly or through
any entity that is not a corporation for United States federal income tax
purposes, are required by the applicable operative agreement to be United States
Persons; (iii) an estate the income of which is subject to United States federal
income taxation regardless of its source, or (iv) 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 or if the trust was in existence on
August 20, 1996, was treated as a United States Person on August 19, 1996,
and made a valid election to continue to be treated as a United States Person.
The term “United States” shall have the meaning set forth in Section 7701 of the
Code or successor provisions.
“Unpaid
Interest Shortfall Amount”:
With
respect to the Class A Certificates, the Mezzanine Certificates and the Class
B
Certificates and (i) the first Distribution Date, zero, and (ii) any
Distribution Date after the first Distribution Date, the amount, if any, by
which (a) the sum of (1) the Monthly Interest Distributable Amount for
such Class of Certificates for the immediately preceding Distribution Date
and
(2) the outstanding Unpaid Interest Shortfall Amount, if any, for such
Class of Certificates for such preceding Distribution Date exceeds (b) the
aggregate amount distributed on such Class of Certificates in respect of
interest pursuant to clause (a) of this definition on such preceding
Distribution Date, plus interest on the amount of interest due but not paid
on
such Class of Certificates on such preceding Distribution Date, to the extent
permitted by law, at the Pass-Through Rate for such Class of Certificates for
the related Accrual Period.
71
“USD-LIBOR-BBA”:
As
defined in the Swap Agreement in the Annex to the 2000 ISDA
Definitions.
“Value”:
With
respect to any Mortgaged Property, the lesser of (i) the Origination Value
thereof and (ii) the purchase price paid for the related Mortgaged Property
by the Mortgagor with the proceeds of the Mortgage Loan, provided, however,
in
the case of a Refinanced Mortgage Loan, such value of the Mortgaged Property
is
the Origination Value thereof.
“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, the Class B Certificates and the Class C Certificates shall have
98% of the Voting Rights (allocated among the Holders of the Class A
Certificates, the Mezzanine Certificates, the Class B Certificates and the
Class
C Certificates in proportion to the then outstanding Certificate Principal
Balances of their respective Certificates), the Class P Certificates shall
have
1% of the Voting Rights and the Class R 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 Class R Certificates) shall be allocated among
all
Holders of each such Class in proportion to the outstanding Certificate
Principal Balance of such Certificates and the Voting Rights allocated to the
Class P Certificates and the Class R 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 Class R Certificates in accordance
with
such Holders’ respective Percentage Interests in the Certificates of such Class.
The Class R-CX Certificates and the Class R-PX Certificates shall not have
Voting Rights.
“Washington
Mutual Custodian”:
None
of the Mortgage Loans are held by the Washington Mutual Custodian as custodian.
References to the Washington Mutual Custodian are left in this Agreement for
administrative convenience and shall be completely disregarded. There is no
Washington Mutual Custodian under this Agreement and no Person shall have any
rights of the Washington Mutual Custodian under this Agreement.
|
Section
1.02
|
Accounting.
|
Unless
otherwise specified herein, for the purpose of any definition or calculation,
whenever amounts are required to be netted, subtracted or added or any
distributions are taken into account, such definition or calculation and any
related definitions or calculations shall be determined without duplication
of
such functions.
72
|
Section
1.03
|
Allocation
of Certain Interest Shortfalls.
|
For
purposes of calculating the amount of the Monthly Interest Distributable Amount
for the Class A Certificates, the Mezzanine Certificates, the Class B
Certificates and the Class C Interest for any Distribution Date, the aggregate
amount of any Net Prepayment Interest Shortfalls and any Relief Act Interest
Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date
shall be allocated first to the Class C Interest to the extent of one month’s
interest at the then applicable Pass-Through Rate on the Notional Amount of
such
Regular Interest, and then among the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates on a pro
rata
basis
based on, and to the extent of, interest for the related Accrual Period at
the
then applicable respective Pass-Through Rate on the respective Certificate
Principal Balance of each such Certificate.
For
purposes of calculating the amount of the Monthly Interest Distributable Amount
for the Class C Certificates for any Distribution Date, the aggregate amount
of
any Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
allocated to the Class C Interest pursuant to the paragraph above shall be
allocated among the Class C Certificates on a pro
rata
basis
based on one month’s interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC 2 Regular Interests for any Distribution Date, the aggregate amount of
any
Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls incurred
in respect of the Mortgage Loans for any Distribution Date shall be allocated:
(a) 50%
of
any Net Prepayment Interest and Relief Act Interest Shortfalls incurred in
respect of the Mortgage Loans for any Distribution Date shall be allocated
to AA
and ZZ up to an aggregate amount equal to the REMIC 2 Interest Loss Allocation
Amount, 98% and 2%, respectively, and thereafter among AA, X-XX, X-XXX0, X-XXX0,
A-IIA3, X-XXX0, X0, X0, X0, X0, X0, X0, X0, X0, X0, M10, B and ZZ, pro
rata based
on,
and to the extent of, one month’s interest at the then applicable respective
Pass-Through Rate on the respective Uncertificated Principal Balance of each
such REMIC 2 Regular Interest; and
(b) 50%
of
any Net Prepayment Interest and Relief Act Interest Shortfalls incurred in
respect of the Mortgage Loans for any Distribution Date shall be allocated
to
REMIC 2 Regular Xxxxxxxx 0XXX, 0XXX, 1SUB, 2SUB, and XX, pro
rata based
on,
and to the extent of, one month’s interest at the then applicable respective
Pass-Through Rate on the respective Uncertificated Principal Balance of each
such REMIC 3 Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC 1 Regular Interests for any Distribution Date, the aggregate amount of
any
Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls incurred
in respect of the Group I Mortgage Loans for any Distribution Date shall be
allocated to REMIC 1 Regular Interests IX and the aggregate amount of any Net
Prepayment Interest Shortfalls and Relief Act Interest Shortfalls incurred
in
respect of the Group II Mortgage Loans for any Distribution Date shall be
allocated to REMIC 1 Regular Interest IIX.
73
|
Section
1.04
|
Rights
of the NIMS Insurer.
|
(a) Each
of the rights of the NIMS Insurer set forth in this Agreement shall exist so
long as the Insured NIM Notes remain outstanding; provided, however, the NIMS
Insurer shall not have any rights hereunder (except as provided in Section
9.01)
so long as any NIMS Insurer Default is continuing.
(b) Notwithstanding
anything to the contrary anywhere in this Agreement, all rights and benefits
of
the NIMS Insurer hereunder shall permanently terminate upon such time as the
Insured NIM Notes shall no longer be outstanding.
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS;
ORIGINAL
ISSUANCE OF CERTIFICATES
|
Section
2.01
|
Conveyance
of Mortgage Loans.
|
The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey to the Trustee without recourse
for the benefit of the Certificateholders all the right, title and interest
of
the Depositor, including any security interest therein for the benefit of the
Depositor, in and to the Mortgage Loans identified on the Mortgage Loan
Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement
(other than the Depositor’s rights under Section 17 thereof), all other
assets included or to be included in REMIC 1, and the rights of the
Depositor under the Swap Agreement. Such assignment includes all scheduled
payments on the Mortgage Loans due after the Cut-off Date and all unscheduled
collections in respect of the Mortgage Loans received after the Cut-off Date
(other than the portion of such collections due on or prior to the Cut-off
Date). The Depositor herewith delivers to the Trustee an executed copy of the
Mortgage Loan Purchase Agreement and the PMI Policy. In addition, on or prior
to
the Closing Date, the Trustee shall execute the Swap Agreement and the Depositor
hereby directs the Trustee to do so.
If
the
assignment and transfer of the Mortgage Loans and the other property specified
in Section 2.01 from the Depositor to the Trustee pursuant to this
Agreement is held or deemed not to be a sale or is held or deemed to be a pledge
of security for a loan, the Depositor intends that the rights and obligations
of
the parties shall be established pursuant to the terms of this Agreement and
that, in such event, (i) the Depositor shall be deemed to have granted and
does hereby grant to the Trustee as of the Closing Date a perfected, first
priority security interest in the entire right, title and interest of the
Depositor in and to the Mortgage Loans and all other property conveyed to the
Trust Fund pursuant to this Section 2.01 and all proceeds thereof and
(ii) this Agreement shall constitute a security agreement under applicable
law.
In
connection with such transfer and assignment, the Depositor does hereby deliver
to, and deposit with, the Trustee as custodian (in which capacity it will,
unless otherwise specified, be acting under this Article II) the following
documents or instruments with respect to each Mortgage Loan so transferred
and
assigned (with respect to each Mortgage Loan, a “Mortgage File”):
74
(a) the
original Mortgage Note, endorsed in blank or in the following form: “Pay to the
order of Deutsche Bank National Trust Company, as Trustee under the applicable
agreement, without recourse,” with all prior and intervening endorsements
showing a complete chain of endorsement from the originator to the Person so
endorsing to the Trustee or (in the case of not more than 1.00% of the Mortgage
Loans, by aggregate principal balance as of the Cut-off Date) a copy of such
original Mortgage Note with an accompanying Lost Note Affidavit executed by
the
Seller;
(b) the
original Mortgage, noting the presence of the MIN of the Mortgage Loan and
language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan
is
a MOM loan, with evidence of recording thereon, and a copy, certified by the
appropriate recording office, of the recorded power of attorney, if the Mortgage
was executed pursuant to a power of attorney, with evidence of recording
thereon;
(c) unless
the Mortgage Loan is registered on the MERS® System, an original Assignment in
blank;
(d) the
original recorded Assignment or Assignments showing a complete chain of
assignment from the originator to the Person assigning the Mortgage to the
Trustee or in blank (or to MERS, if the Mortgage Loan is registered on the
MERS®
System and noting the presence of the MIN) as contemplated by the immediately
preceding clause (c);
(e) the
original or copies of each assumption, modification, written assurance or
substitution agreement, if any; and
(f) the
original lender’s title insurance policy, together with all endorsements or
riders issued with or subsequent to the issuance of such policy, insuring the
priority of the Mortgage as a first lien on the Mortgaged Property represented
therein as a fee interest vested in the Mortgagor, or in the event such title
policy is unavailable, a written commitment or uniform binder or preliminary
report of title issued by the title insurance or escrow company.
Except
with respect to any Mortgage Loan for which MERS is identified on the Mortgage
or on a properly recorded assignment of the Mortgage as the mortgagee of record,
the Master Servicer, in its capacity as Seller, shall promptly (and in no event
later than thirty (30) Business Days, subject to extension upon a mutual
agreement between the Master Servicer and the Trustee), following the later
of
the Closing Date and the date of receipt by the Master Servicer of the recording
information for a Mortgage submit or cause to be submitted for recording, at
no
expense to the Trust Fund, the Trustee or the Depositor, in the appropriate
public office for real property records, each Assignment referred to in Sections
2.01(c) and (d) above and shall execute each original Assignment referred to
in
clause (c) above in the following form: “Deutsche Bank National Trust Company,
as Trustee under applicable agreement, without recourse.” In the event that any
such Assignment is lost or returned unrecorded because of a defect therein,
the
Master Servicer, in its capacity as Seller, shall promptly prepare or cause
to
be prepared a substitute Assignment or cure or cause to be cured such defect,
as
the case may be, and thereafter cause each such Assignment to be duly recorded.
Notwithstanding the foregoing, the Assignments shall not be required to be
completed and submitted for recording with respect to any Mortgage Loan if
each
Rating Agency does not require recordation in order for such Rating Agency
to
assign the initial ratings to the Class A Certificates, the Mezzanine
Certificates, the Class B Certificates and the Other NIM Notes and the initial
shadow rating to the Insured NIM Notes, without giving effect to any insurance
policy issued by the NIMS Insurer; provided, however, each such Assignment
shall
be submitted for recording by the Master Servicer, in its capacity as Seller,
in
the manner described above, at no expense to the Trust Fund or the Trustee,
upon
the earliest to occur of: (i) reasonable direction by Holders of
Certificates entitled to at least 25% of the Voting Rights, (ii) the
occurrence of a Master Servicer Event of Default, (iii) the occurrence of a
bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the
occurrence of a servicing transfer as described in Section 7.02 hereof and
(v) if the Seller is not the Master Servicer and with respect to any one
Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating
to the Mortgagor under the related Mortgage. Notwithstanding the foregoing,
if
the Master Servicer is unable to pay the cost of recording the Assignments,
such
expense shall be paid by the Trustee and shall be reimbursable to the Trustee
as
an Extraordinary Trust Fund Expense.
75
In
connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Depositor further agrees that it shall cause, within 30 Business
Days after the Closing Date, the MERS® System to indicate that such Mortgage
Loans have been assigned by the Depositor to the Trustee in accordance with
this
Agreement for the benefit of the Certificateholders by including (or deleting,
in the case of Mortgage Loans which are repurchased in accordance with this
Agreement) in such computer files (a) the code in the field which identifies
the
specific Trustee and (b) the code in the field “Pool Field” which identifies the
series of the Certificates issued in connection with such Mortgage Loans. The
Depositor further agrees that it shall not, and shall not permit the Master
Servicer to, and the Master Servicer agrees that it shall not, alter the codes
referenced in this paragraph with respect to any Mortgage Loan during the term
of this Agreement unless and until such Mortgage Loan is repurchased in
accordance with the terms of this Agreement.
If
any of
the documents referred to in Sections 2.01(b), (c), (d) or (e) above
(collectively, the “Recording Documents”) 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 Master Servicer, in its capacity as the Seller, to deliver such Recording
Documents shall be deemed to be satisfied upon (1) delivery to the Trustee
or the applicable Custodian of a copy of each such Recording Document certified
by the Seller 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 Seller, delivery to the Trustee or the applicable Custodian promptly
upon
receipt thereof, and in any event no later than one year after the Closing
Date,
of either the original or a copy of such Recording Document certified by the
applicable public recording office to be a true and complete copy of the
original. In instances where, due to a delay on the part of the recording office
where any such Recording Documents have been delivered for recordation, the
Recording Documents cannot be delivered to the Trustee or the applicable
Custodian within one year after the Closing Date, the Master Servicer, in its
capacity as the Seller, shall deliver to the Trustee or the applicable Custodian
within such time period an Officer’s Certificate stating the date by which the
Master Servicer, in its capacity as the Seller, expects to receive such
Recording Documents from the applicable recording office. In the event that
Recording Documents have still not been received by the Master Servicer, in
its
capacity as the Seller, and delivered to the Trustee or the applicable Custodian
by the date specified in its previous Officer’s Certificate delivered to the
Trustee or the applicable Custodian, as the case may be, the Master Servicer,
in
its capacity as the Seller, shall deliver to the Trustee or the applicable
Custodian by such date an additional Officer’s Certificate stating a revised
date by which the Master Servicer, in its capacity as the Seller, expects to
receive the applicable Recording Documents. This procedure shall be repeated
until the Recording Documents have been received by the Master Servicer, in
its
capacity as the Seller, and delivered to the Trustee or the applicable
Custodian. If the original lender’s title insurance policy was not delivered
pursuant to Section 2.01(f) above, the Master Servicer, in its capacity as
the Seller, shall deliver or cause to be delivered to the Trustee or the
applicable Custodian promptly after receipt thereof, and in any event within
120
days after the Closing Date, the original lender’s title insurance policy. The
Master Servicer, in its capacity as the Seller, shall deliver or cause to be
delivered to the Trustee or the applicable Custodian promptly upon receipt
thereof any other original documents constituting a part of a Mortgage File
received with respect to any Mortgage Loan, including, but not limited to,
any
original documents evidencing an assumption or modification of any Mortgage
Loan.
76
All
original documents relating to the Mortgage Loans that are not delivered to
the
Trustee or the applicable Custodian are and shall be held by or on behalf of
the
Seller, the Depositor or the Master Servicer, as the case may be, in trust
for
the benefit of the Trustee on behalf of the Certificateholders. In the event
that any such original document is required pursuant to the terms of this
Section to be a part of a Mortgage File, such document shall be delivered
promptly to the Trustee or the applicable Custodian. Any such original document
delivered to or held by the Depositor that is not required pursuant to the
terms
of this Section to be a part of a Mortgage File, shall be delivered
promptly to the Master Servicer.
The
Mortgage Loans permitted by the terms of this Agreement to be included in the
Trust are limited to (i) the Mortgage Loans (which the Depositor acquired
pursuant to the Mortgage Loan Purchase Agreement, which contains, among other
representations and warranties, a representation and warranty of the Seller
that
no Mortgage Loan is a “high-cost” or “predatory” loan under any state or local
law or regulation applicable to the originator), and (ii) Qualified Substitute
Mortgage Loans (which, by definition as set forth herein and referred to in
the
Mortgage Loan Purchase Agreement, are required to conform to, among other
representations and warranties, the representation and warranty of the Seller
that no Qualified Substitute Mortgage Loan is a “high cost” or “predatory” loan
under any state or local law or regulation applicable to the originator). It
is
agreed and understood by the parties hereto that it is not intended that any
mortgage loan be included in the Trust that is a “High-Cost Home Loan” as
defined in the New Jersey Home Ownership Act effective November 27, 2003, a
“High Cost Home Loan” as defined in the New Mexico Home Loan Protection Act
effective January 1, 2004, a “High Cost Home Loan” as defined in the
Kentucky high-cost loan statute effective June 24, 2003 (Ky. Rev. Stat. Section
360.100), or a “High Cost Home Loan” as defined in the Indiana Home Loan
Practices Act effective January 1, 2005 (Ind. Code Xxx. §§ 24-9-1 through
24-9-9) or a “High Cost Mortgage Loan” as defined in the Massachusetts Predatory
Home Loan Practices Act effective November 7, 2004 (Mass. Gen. Laws Ch.
183C. §§1 et seq.).
|
Section
2.02
|
Acceptance
of REMIC 1 by the Trustee.
|
Subject
to the provisions of Section 2.01 and subject to any exceptions noted on
the exception report described in the next paragraph below, the Trustee or
a
Custodian on behalf of the Trustee, as applicable, acknowledges receipt of
the
documents referred to in Section 2.01 above and all other assets included
in the definition of “REMIC 1” under clauses (i), (iii), (iv) and (vi) (to the
extent of amounts deposited into the Distribution Account) and declares that
it
holds and will hold such documents and the other documents delivered to it
constituting the Mortgage File, and all such assets and such other assets
included in the definition of “REMIC 1” in trust for the exclusive use and
benefit of all present and future Certificateholders.
77
The
Trustee or the Custodian, as applicable, agrees, for the benefit of the
Certificateholders, to review each Mortgage File on or before the Closing Date,
with respect to each Mortgage Loan and to certify to the Trustee, the NIMS
Insurer, the Depositor and the Master Servicer in substantially the form
attached hereto as Exhibit F-1 that, as to each Closing Date Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or any Mortgage Loan specifically identified in the exception report
annexed thereto as not being covered by such certification), (i) all
documents constituting part of such Mortgage File (other than such documents
described in Section 2.01(e)) required to be delivered to it pursuant to
this Agreement are in its possession, (ii) such documents have been
reviewed by the Trustee or the Washington Mutual Custodian, as applicable and
are not mutilated, torn or defaced unless initialed by the related borrower
and
relate to such Mortgage Loan and (iii) based on the Trustee’s examination
and only as to the foregoing, the information set forth in the Mortgage Loan
Schedule that corresponds to items (i), (ii), (ix), (xii), (xiv) (to the
extent of the Periodic Rate Cap for the first Adjustment Date and subsequent
Adjustment Dates) and (xvi) of the definition of “Mortgage Loan Schedule”
accurately reflects information set forth in the Mortgage File. It is herein
acknowledged that, in conducting such review, neither the Trustee nor any
Custodian is under any duty or obligation (i) to inspect, review or examine
any such documents, instruments, certificates or other papers to determine
whether they are genuine, enforceable, or appropriate for the represented
purpose (including with respect to Section 2.01(f), whether such title
insurance policy (a) contains all necessary endorsements, (b) insures the
priority of the Mortgage as a first lien or (c) whether the interest vested
in
the Mortgagor is a fee interest) or whether they have actually been recorded
or
that they are other than what they purport to be on their face or (ii) to
determine whether any Mortgage File should include any of the documents
specified in clause (e) of Section 2.01.
Prior
to
the first anniversary date of this Agreement, the Trustee shall deliver (or,
with respect to the Mortgage Loans held by another Custodian, such Custodian
shall deliver) to the Depositor, the Master Servicer and the NIMS Insurer 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 Trustee holding such Mortgage
Files or any Custodian holding such Mortgage Files 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 Trustee shall so
notify or such other Custodian shall notify the Depositor, the Seller, the
NIMS
Insurer and the Master Servicer. In addition, upon the discovery by the
Depositor, the Master Servicer or the Trustee of a breach of any of the
representations and warranties made by the Seller in the Mortgage Loan Purchase
Agreement in respect of any Mortgage Loan which materially and adversely affects
the value of 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.
78
Section
2.03 Cure,
Repurchase or Substitution of Mortgage Loans by the Seller; Remedies for
Breaches by Depositor or Master Servicer; Remedies for Breaches Relating to
Prepayment Charges.
(a) Upon
discovery or receipt of notice of any materially defective document in, or
that
a document is missing from, the Mortgage File or of the breach by the Seller
of
any representation, warranty or covenant under the Mortgage Loan Purchase
Agreement in respect of any Mortgage Loan which materially and adversely affects
the value of such Mortgage Loan or the interest therein of the
Certificateholders (it being understood that (i) in the case of any such
representation or warranty made to the knowledge or the best of knowledge of
the
Seller, as to which the Seller has no knowledge, without regard to the Seller’s
lack of knowledge with respect to the substance of such representation or
warranty being inaccurate at the time it was made or (ii) with respect to the
representation and warranty set forth in the last sentence of Section 6(xxxix),
Section 6(xlvi), the first sentence of Section 6(xlvii), Section 6(lxi) and
Section 6(lxiv) of the Mortgage Loan Purchase Agreement, a breach of any such
representation or warranty shall in and of itself be deemed to materially and
adversely affect the interest of the Certificateholders in the related Mortgage
Loan), the Trustee shall promptly notify the Depositor, the Seller, the NIMS
Insurer and the Master Servicer of such defect, missing document or breach
and
request that the Seller deliver such missing document or cure such defect or
breach within 90 days from the date the Seller was notified of such missing
document, defect or breach (except as described in Section 2.03(e)), and if
the
Seller does not deliver such missing document or cure such defect or breach
in
all material respects during such period, the Master Servicer (or, in accordance
with Section 3.02(b), the Trustee) shall enforce the obligations of the
Seller under the Mortgage Loan Purchase Agreement to repurchase such Mortgage
Loan from REMIC 1 at the Purchase Price within 90 days after the date on
which the Seller was notified (subject to Section 2.03(e)) of such missing
document, defect or breach, if and to the extent that the Seller is obligated
to
do so under the Mortgage Loan Purchase Agreement. The Purchase Price for the
repurchased Mortgage Loan shall be deposited in the Collection Account, and
the
Trustee or a Custodian, as applicable, upon receipt of written certification
from the Master Servicer of such deposit, shall release to the Seller the
related Mortgage File, and the Trustee or a Custodian on behalf of the Trustee,
as applicable, shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as the Seller shall furnish to it
or
such Custodian, as applicable, and as shall be necessary to vest in the Seller
any Mortgage Loan released pursuant hereto. In furtherance of the foregoing,
if
the Seller is not a member of MERS and repurchases a Mortgage Loan which is
registered on the MERS® System, the Master Servicer, in its capacity as Seller,
at its own expense and without any right of reimbursement, shall cause MERS
to
execute and deliver an assignment of the Mortgage in recordable form to transfer
the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed
from registration on the MERS® System in accordance with MERS’ rules and
regulations. Neither the Trustee nor any Custodian shall have any further
responsibility with regard to such Mortgage File. In lieu of repurchasing any
such Mortgage Loan as provided above, if so provided in the Mortgage Loan
Purchase Agreement, the Seller may cause such Mortgage Loan to be removed from
REMIC 1 (in which case it shall become a Deleted Mortgage Loan) and
substitute one or more Qualified Substitute Mortgage Loans in the manner and
subject to the limitations set forth in Section 2.03(d). It is understood
and agreed that the obligation of the Seller to cure or to repurchase (or to
substitute for) any Mortgage Loan as to which a document is missing, a material
defect in a constituent document exists or as to which such a breach has
occurred and is continuing shall constitute the sole remedy respecting such
omission, defect or breach available to the Certificateholders, the Trustee
on
behalf of the Certificateholders and the NIMS Insurer.
79
(b) Within
90 days of the earlier of discovery by the Depositor or receipt of notice by
the
Depositor of the breach of any representation or warranty of the Depositor
set
forth in Section 2.05 with respect to any Mortgage Loan, which materially
adversely affects the value of such Mortgage Loan or the interest therein of
the
Certificateholders, the Depositor shall cure such breach in all material
respects.
(c) As
promptly as practicable (and no later than 90 days) after the earlier of
discovery by the Master Servicer or receipt of notice by the Master Servicer
of
the breach of any representation, warranty or covenant of the Master Servicer
set forth in Section 2.04 which materially and adversely affects the value
of any Mortgage Loan or the interests of the Certificateholders in any Mortgage
Loan, the Master Servicer shall cure such breach in all material
respects.
Promptly
upon the earlier of discovery by the Master Servicer or receipt of notice by
the
Master Servicer of the breach of any representation, warranty or covenant of
the
Master Servicer set forth in Section 2.04(a)(vii) or (viii) which
materially and adversely affects the interests of the Holders of the Class
P
Certificates to any Prepayment Charge, the Master Servicer shall cure such
breach in all material respects. If the representation made by the Master
Servicer in its capacity as Seller in Section 2.04(a)(vii) is breached, the
Master Servicer in its capacity as Seller shall pay into the Collection Account
the amount of the scheduled Prepayment Charge, less any amount previously
collected and deposited by, or paid by, the Master Servicer into the Collection
Account; and if the covenant made by the Master Servicer in
Section 2.04(a)(viii) is breached, the Master Servicer shall pay into the
Collection Account the amount of the waived Prepayment Charge. Payments by
the
Master Servicer into the Collection Account pursuant to this paragraph shall
be
made on the later of (i) the Master Servicer Remittance Date next following
the
earlier of discovery by the Master Servicer or receipt of notice by the Master
Servicer of the breach of the related representation, warranty or covenant
of
the Master Servicer set forth in Section 2.04(a)(vii) or (viii) which materially
and adversely affects the interests of the Holders of the Class P Certificates
to any Prepayment Charge and (ii) the Master Servicer Remittance Date next
following the Prepayment Period in which such breach occurred. For the avoidance
of doubt, a waiver of a Prepayment Charge by the Sub-Servicer that would
constitute a breach of the Master Servicer's covenant in Section 2.04(a)(viii)
if such Prepayment Charge were waived by the Master Servicer shall be a breach
by the Master Servicer of its covenant in Section 2.04(a)(viii).
(d) Any
substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
made pursuant to Section 2.03(a) shall be effected prior to the date which
is two years after the Startup Date for REMIC 1.
As
to any
Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute
Mortgage Loan or Loans, such substitution shall be effected by the Seller
delivering to the Trustee (or, with respect to the Mortgage Loans held by
another Custodian, to such 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
Adjustments (as described below), if any, in connection with such substitution.
The Trustee shall acknowledge or with respect to the Mortgage Loans held by
another Custodian such other Custodian shall acknowledge receipt for such
Qualified Substitute Mortgage Loan or Loans and, within ten Business Days
thereafter, review such documents as specified in Section 2.02 and deliver
to the Depositor, the Master Servicer and the NIMS Insurer, with respect to
such
Qualified Substitute Mortgage Loan or Loans, a certification substantially
in
the form attached hereto as Exhibit F-1, with any applicable exceptions
noted thereon. Within one year of the date of substitution, the Trustee shall
deliver or with respect to the Mortgage Loans held by another Custodian, such
other Custodian shall deliver to the Depositor, the Seller, the NIMS Insurer
and
the Master Servicer a certification substantially in the form of
Exhibit F-2 hereto with respect to such Qualified Substitute Mortgage Loan
or Loans, with any applicable exceptions noted thereon. Monthly Payments due
with respect to Qualified Substitute Mortgage Loans in the month of substitution
are not part of REMIC 1 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 Seller shall thereafter be entitled to retain all
amounts subsequently received in respect of such Deleted Mortgage Loan. The
Trustee shall give or cause to be given written notice to the NIMS Insurer
and
the Certificateholders that such substitution has taken place, and the Master
Servicer shall amend or cause to be amended the Mortgage Loan Schedule and,
if
applicable, the Prepayment Charge Schedule to reflect the removal of such
Deleted Mortgage Loan from the terms of this Agreement and the substitution
of
the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of
such
amended Mortgage Loan Schedule and, if applicable, the Prepayment Charge
Schedule to the NIMS Insurer and the Trustee. Upon such substitution, such
Qualified Substitute Mortgage Loan or Loans shall constitute part of the
Mortgage Pool and shall be subject in all respects to the terms of this
Agreement and the Mortgage Loan Purchase Agreement, including all applicable
representations and warranties thereof included in the Mortgage Loan Purchase
Agreement as of the date of substitution.
80
For
any
month in which the Seller substitutes one or more Qualified Substitute Mortgage
Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine
the amounts (the “Substitution Adjustments”), if any, by which the aggregate
Purchase Price of all such Deleted Mortgage Loans in Loan Group I or Loan
Group II, respectively, exceeds the aggregate of the Stated Principal
Balance of the Qualified Substitute Mortgage Loans that will become part of
Loan
Group I or Loan Group II, respectively, as of the date of
substitution, together with one month’s interest on such Stated Principal
Balance at the applicable Net Mortgage Rate, plus all outstanding Advances
and
Servicing Advances with respect to such Deleted Mortgage Loan. On the date
of
such substitution, the Seller will deliver or cause to be delivered to the
Master Servicer for deposit in the Collection Account an amount equal to the
sum
of Substitution Adjustments, if any (which for federal income tax purposes
will
be treated as payment for the repurchase of that portion of the Deleted Mortgage
Loans), and the Trustee, upon receipt of the related Qualified Substitute
Mortgage Loan or Loans (or acknowledgement of such receipt by another Custodian)
and certification by the Master Servicer of such deposit, shall release or,
if
such Mortgage File is held by another Custodian, such Custodian shall release
to
the Seller the related Mortgage File or Files and the Trustee shall execute
and
deliver or, if such Mortgage File is held by another Custodian, such Custodian
shall execute and deliver such instruments of transfer or assignment, without
recourse, as the Seller shall deliver to it or such Custodian, as applicable,
and as shall be necessary to vest therein any Deleted Mortgage Loan released
pursuant hereto.
81
In
addition, the Master Servicer in its capacity as Seller shall obtain at its
own
expense and deliver to the NIMS Insurer and the Trustee an Opinion of Counsel
to
the effect that such substitution will not cause (a) any federal tax to be
imposed on REMIC 1, created hereunder, including without limitation, any
federal tax imposed on “prohibited transactions” under Section 860F(a)(1)
of the Code or on contributions after the startup day under
Section 860G(d)(1) of the Code, or (b) any Trust REMIC hereunder to
fail to qualify as a REMIC at any time that any Certificate is
outstanding.
(e) Upon
discovery by the Depositor, the Seller, the Master Servicer or the Trustee
that
any Mortgage Loan does not constitute a “qualified mortgage” within the meaning
of Section 860G(a)(3) of the Code, the party discovering such fact shall
within two Business Days give written notice thereof to the other parties.
In
connection therewith, the Master Servicer in its capacity as Seller shall
repurchase or, subject to the limitations set forth in Section 2.03(d),
substitute one or more Qualified Substitute Mortgage Loans for the affected
Mortgage Loan within 90 days of the earlier of discovery or receipt of such
notice with respect to such affected Mortgage Loan. Any such repurchase or
substitution shall be made in the same manner as set forth in
Section 2.03(a) and Section 2.03(d). The Trustee shall reconvey to the
Seller the Mortgage Loan to be released pursuant hereto in the same manner,
and
on the same terms and conditions, as it would a Mortgage Loan repurchased for
breach of a representation or warranty.
|
Section
2.04
|
Representations,
Warranties and Covenants of the Master
Servicer.
|
(a) The
Master Servicer hereby represents, warrants and covenants to the Trustee, for
the benefit of the Trustee and the Certificateholders, and to the Depositor,
that as of the Closing Date or as of such date specifically provided
herein:
(i) The
Master Servicer is a corporation duly organized, validly existing and in good
standing under the laws of the state of its incorporation, is duly authorized
and qualified to transact any and all business contemplated by this Agreement
and has all licenses necessary to carry on its business as now being conducted
and is licensed, qualified and in good standing in the states where the
Mortgaged Properties are located if the laws of such state require licensing
or
qualification in order to conduct business of the type conducted by the Master
Servicer or to ensure the enforceability or validity of each Mortgage Loan
and,
in any event, is in compliance with the doing business laws of any such State,
to the extent necessary to ensure its ability to enforce each Mortgage Loan
and
to service the Mortgage Loans in accordance with the terms of this
Agreement;
(ii) The
Master Servicer has the full power and authority to service each Mortgage Loan,
to execute, deliver and perform, and to enter into and consummate the
transactions contemplated by this Agreement and has duly authorized by all
necessary action on the part of the Master Servicer the execution, delivery
and
performance of this Agreement; and this Agreement, assuming the due
authorization, execution and delivery thereof by the Depositor and the Trustee,
constitutes a legal, valid and binding obligation of the Master Servicer,
enforceable against the Master Servicer in accordance with its terms, except
to
the extent that (a) the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating
to creditors’ rights generally and (b) the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to the
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
82
(iii) The
execution and delivery of this Agreement by the Master Servicer, the servicing
of the Mortgage Loans by the Master Servicer hereunder, the consummation 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 the charter or by-laws of the Master Servicer or
(B) conflict with, result in a breach, violation or acceleration of, or
result in a default under, the terms of any other material agreement or
instrument to which the Master Servicer is a party or by which it may be bound,
or any statute, order or regulation applicable to the Master Servicer of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over the Master Servicer; and the Master Servicer is not a party
to, bound by, or in breach or violation of any indenture or other agreement
or
instrument, or subject to or in violation of any statute, order or regulation
of
any court, regulatory body, administrative agency or governmental body having
jurisdiction over it, which materially and adversely affects or, to the Master
Servicer’s knowledge, would in the future materially and adversely affect,
(x) the ability of the Master Servicer to perform its obligations under
this Agreement or (y) the business, operations, financial condition,
properties or assets of the Master Servicer taken as a whole;
(iv) The
Master Servicer is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac
in
good standing and is a HUD approved mortgagee pursuant to Section 203 and
Section 211 of the National Housing Act;
(v) No
litigation is pending against the Master Servicer that would materially and
adversely affect the execution, delivery or enforceability of this Agreement
or
the ability of the Master Servicer to service the Mortgage Loans or to perform
any of its other obligations hereunder in accordance with the terms
hereof;
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Master
Servicer of, or compliance by the Master Servicer with, this Agreement or the
consummation by the Master Servicer 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;
83
(vii) The
information set forth in the Prepayment Charge Schedule is complete, true
and correct in all material respects at the date or dates respecting which
such
information is furnished and each Prepayment Charge is permissible and
enforceable in accordance with its terms under applicable law upon the
Mortgagor’s voluntary principal prepayment (except to the extent that: (1) the
enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors’ rights generally; or
(2) the collectability thereof may be limited due to acceleration in
connection with a foreclosure or other involuntary prepayment); provided that
the representation, warranty and covenant contained in this clause (vii) is
made
by the Master Servicer only in its capacity as Seller;
(viii) The
Master Servicer will not waive any Prepayment Charge or part of a Prepayment
Charge unless such waiver is related to a default or a reasonably foreseeable
default and would maximize recovery of total proceeds taking into account the
value of such Prepayment Charge and related Mortgage Loan and doing so is
standard and customary in servicing mortgage loans similar to the Mortgage
Loans
(including any waiver of a Prepayment Charge in connection with a refinancing
of
a Mortgage Loan that is related to a default or a reasonably foreseeable
default). Notwithstanding the foregoing, the Master Servicer may waive any
Prepayment Charge or part of a Prepayment Charge in any instance when the
mortgage debt is accelerated as a result of the Mortgagor’s default in making
the Mortgage Loan payments;
(ix) With
respect to each Mortgage Loan, the Master Servicer will furnish, or cause to
be
furnished, information regarding the borrower credit file related to such
Mortgage Loan to credit reporting agencies in compliance with the provisions
of
the Fair Credit Reporting Act and the applicable implementing regulations.
The
Master Servicer will transmit full-file credit reporting data for each Mortgage
Loan pursuant to Xxxxxx Mae Guide Announcement 95-19 and that for each Mortgage
Loan, the Master Servicer agrees it shall report one of the following statuses
each month as follows: new origination, current, delinquent (30-, 60-, 90-days,
etc.), foreclosed, or charged-off; and
(x) The
Master Servicer (or a Sub-Servicer servicing the Mortgage Loans on its behalf)
is a member of MERS in good standing, and will comply in all material respects
with the rules and procedures of MERS in connection with the servicing of the
Mortgage Loans that are registered with MERS.
(b) It
is understood and agreed that the representations, warranties and covenants
set
forth in this Section 2.04 shall survive delivery of the Mortgage Files to
the Trustee or a Custodian, as the case may be, and shall inure to the benefit
of the Trustee, the Depositor and the Certificateholders. Upon discovery by
any
of the Depositor, the Master Servicer or the Trustee of a breach of any of
the
foregoing representations, warranties and covenants which materially and
adversely affects the value of any Mortgage Loan, Prepayment Charge or the
interests therein of the Certificateholders, the party discovering such breach
shall give prompt written notice (but in no event later than two Business Days
following such discovery) to the other of such parties. The obligation of the
Master Servicer set forth in Section 2.03(c) to cure breaches (or, in the
case of (a)(vii) or (a)(viii) above, to pay a Master Servicer Prepayment Charge
Payment Amount) shall constitute the sole remedy against the Master Servicer
available to the Certificateholders, the Depositor, the NIMS Insurer or the
Trustee on behalf of the Certificateholders respecting a breach of the
representations, warranties and covenants contained in this Section 2.04.
The preceding sentence shall not, however, limit any remedies available to
the
Certificateholders, the Depositor, the NIMS Insurer or the Trustee on behalf
of
the Certificateholders, (i) pursuant to the Mortgage Loan Purchase
Agreement signed by the Master Servicer in its capacity as Seller, respecting
a
breach of the representations, warranties and covenants of the Master Servicer
in its capacity as Seller contained in the Mortgage Loan Purchase Agreement
or
(ii) pursuant to Section 7.01 hereof.
84
|
Section
2.05
|
Representations
and Warranties of the Depositor.
|
The
Depositor hereby represents, warrants and covenants to the Trustee, for the
benefit of the Trustee and the Certificateholders, and to the Master Servicer,
that as of the Closing Date or as of such date specifically provided
herein:
(i) Each
of this Agreement and the Mortgage Loan Purchase Agreement constitutes a legal,
valid and binding obligation of the Depositor, enforceable against the Depositor
in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect affecting the enforcement of creditors’ rights
in general and except as such enforceability may be limited by general
principles of equity (whether considered in a proceeding at law or in
equity);
(ii) Immediately
prior to the sale and assignment by the Depositor to the Trustee on behalf
of
the Trust of each Mortgage Loan, the Depositor had good and marketable title
to
each Mortgage Loan subject to no prior lien, claim, participation interest,
mortgage, security interest, pledge, charge or other encumbrance or other
interest of any nature. Immediately prior to the novation of the Swap Agreement
to the Trustee on behalf of the Trust, the Depositor had good title to, and
was
the sole legal and beneficial owner of the Swap Agreement, free and clear of
any
pledge, lien, security interest, charge, claim, equity or encumbrance of any
kind created by the Depositor, and has full right and authority, subject to
no
interest or participation of, or agreement with, any other party to sell and
assign the same. Upon the novation of the Swap Agreement to the Trustee on
behalf of the Trust as contemplated herein, the Trustee on behalf of the Trust,
will receive the Swap Agreement, free and clear of any pledge, lien, security
interest, charge, claim, equity or encumbrance of any kind created by the
Depositor;
(iii) As
of the Closing Date, the Depositor has transferred all of its right, title
and
interest in the Mortgage Loans and the Swap Agreement to the Trustee on behalf
of the Trust;
(iv) The
Depositor is solvent and will not be made insolvent by the transfer of the
Mortgage Loans. The Depositor has not transferred the Mortgage Loans to the
Trustee with any intent to hinder, delay or defraud any of its
creditors;
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(v) The
Depositor has been duly incorporated and is validly existing as a corporation
in
good standing under the laws of Delaware, with full corporate power and
authority to own its assets and conduct its business as presently being
conducted;
(vi) The
Depositor is not in violation of its articles of incorporation or by-laws or
in
default in the performance or observance of any material obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the Depositor is a party
or
by which it or its properties may be bound, which default might result in any
material adverse changes in the financial condition, earnings, affairs or
business of the Depositor or which might materially and adversely affect the
properties or assets, taken as a whole, of the Depositor;
(vii) The
execution, delivery and performance of this Agreement and the Mortgage Loan
Purchase Agreement by the Depositor, and the consummation of the transactions
contemplated hereby and thereby, do not and will not result in a material breach
or violation of any of the terms or provisions of, or, to the knowledge of
the
Depositor, constitute a default under, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which the Depositor is a
party or by which the Depositor is bound or to which any of the property or
assets of the Depositor is subject, nor will such actions result in any
violation of the provisions of the articles of incorporation or by-laws of
the
Depositor or, to the best of the Depositor’s knowledge without independent
investigation, any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Depositor or any of
its
properties or assets (except for such conflicts, breaches, violations and
defaults as would not have a material adverse effect on the ability of the
Depositor to perform its obligations under this Agreement or the Mortgage Loan
Purchase Agreement);
(viii) To
the best of the Depositor’s knowledge without any independent investigation, no
consent, approval, authorization, order, registration or qualification of or
with any court or governmental agency or body of the United States or any other
jurisdiction is required for the issuance of the Certificates, or the
consummation by the Depositor of the other transactions contemplated by this
Agreement or the Mortgage Loan Purchase Agreement, except such consents,
approvals, authorizations, registrations or qualifications as (a) may be
required under State securities or blue sky laws, (b) have been previously
obtained or (c) the failure of which to obtain would not have a material
adverse effect on the performance by the Depositor of its obligations under,
or
the validity or enforceability of, this Agreement or the Mortgage Loan Purchase
Agreement;
(ix) There
are no actions, proceedings or investigations pending before or, to the
Depositor’s knowledge, threatened by any court, administrative agency or other
tribunal to which the Depositor is a party or of which any of its properties
is
the subject: (a) which if determined adversely to the Depositor would have
a material adverse effect on the business, results of operations or financial
condition of the Depositor; (b) asserting the invalidity of this Agreement,
the Mortgage Loan Purchase Agreement or the Certificates; (c) seeking to
prevent the issuance of the Certificates or the consummation by the Depositor
of
any of the transactions contemplated by this Agreement or the Mortgage Loan
Purchase Agreement, as the case may be; or (d) which might materially and
adversely affect the performance by the Depositor of its obligations under,
or
the validity or enforceability of, this Agreement or the Mortgage Loan Purchase
Agreement; and
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(x) The
Depositor has the full power and authority to execute, deliver and perform,
and
to enter into and consummate the transactions contemplated by this Agreement
and
has duly authorized by all necessary action on the part of the Depositor the
execution, delivery and performance of this Agreement and this Agreement,
assuming the due authorization, execution and delivery thereof by the parties
thereto other than the Depositor, constitutes a legal, valid and binding
obligation of the Depositor, enforceable against the Depositor in accordance
with its terms, except to the extent that (a) the enforceability thereof
may be limited by bankruptcy, insolvency, moratorium, receivership and other
similar laws relating to creditors’ rights generally and (b) the remedy of
specific performance and injunctive and other forms of equitable relief may
be
subject to the equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought.
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Section
2.06
|
Issuance
of Certificates.
|
The
Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
to it or a Custodian 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
Trustee, pursuant to the written request of the Depositor executed by an officer
of the Depositor, has executed, authenticated and delivered to or upon the
written 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
|
Reserved.
|
Section
2.08 Conveyance of REMIC Regular
Interests and Acceptance of REMICs by the Trustee; Issuance of
Certificates.
(a) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
1 Regular Interests for the benefit of REMIC 3, as the holder o the REMIC 2
Regular Interest, and the holder of the Class R-2 Interest. The Trustee
acknowledges receipt of the REMIC 1 Regular Interests (which are uncertificated)
and declares that it holds and will hold the same in trust for the exclusive
use
and benefit of REMIC 3, as the holder of the REMIC 2 Regular Interests, and
the
holder of the Class R-2 Interest. The interests evidenced by the Class R-2
Interest and the REMIC 2 Regular Interests, constitute the entire beneficial
ownership interest in REMIC 2.
87
(b) In
exchange for the REMIC 1 Regular Interests and, concurrently with the assignment
to the Trustee thereof, the Trustee has delivered to or upon the order of the
Depositor, the REMIC 2 Regular Interests (which are uncertificated) evidencing
(together with the Class R-2 Interest) the entire beneficial ownership interest
in REMIC 2.
(c) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
2 Regular Interests for the benefit of the holders of the Certificates (other
than the Class P Certificates, the Class R-CX Certificates and the Class R-PX
Certificates), REMIC CX, as holder of the Class C Interest, REMIC PX, as holder
of the Class P Interest, REMIC SwapX, as holder of the Class Swap IO Interest,
and the Class R-3 Interest. The Trustee acknowledges receipt of the REMIC 2
Regular Interests (which are uncertificated) and declares that it holds and
will
hold the same in trust for the exclusive use and benefit of the holders of
the
Certificates (other than the Class P Certificates, the Class R-CX Certificates
and the Class R-PX Certificates), REMIC CX, as holder of the Class C Interest,
REMIC PX, as holder of the Class P Interest, REMIC SwapX, as holder of the
Class
Swap IO Interest, and the Class R-3 Interest. The interests evidenced by the
Class R-3 Interest, the Regular Certificates (other than the Class C
Certificates and the Class P Certificates), and the REMIC 3 Regular Interests,
constitute the entire beneficial ownership interest in REMIC 3.
(d) In
exchange for the REMIC 2 Regular Interests and, concurrently with the assignment
to the Trustee thereof, pursuant to the written request of the Depositor
executed by an officer of the Depositor, the Trustee has executed, authenticated
and delivered to or upon the order of the Depositor, the Regular Certificates
(other than the Class C Certificates and the Class P Certificates) in authorized
denominations evidencing (together with the Class R-3 Interest and the REMIC
3
Regular Interests) the entire beneficial ownership interest in REMIC 3. The
Trustee acknowledges that it holds the Class FMR IO Interest for the benefit
of
the holders of the Class C Certificates.
(e) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
C Interest for the benefit of the holders of the Class C Certificates and the
Class R-CX Interest. The Trustee acknowledges receipt of the Class C Interest
and declares that it holds and will hold the same in trust for the exclusive
use
and benefit of the holders of the Class C Certificates and the Class R-CX
Certificates. The interests evidenced by the Class C Certificates and the Class
R-CX Certificates constitute the entire beneficial ownership interest in REMIC
CX.
(f) In
exchange for the Class C Interest and, concurrently with the assignment to
the
Trustee thereof, pursuant to the written request of the Depositor executed
by an
officer of the Depositor, the Trustee has executed, authenticated and delivered
to or upon the order of the Depositor, the Class C Certificates in authorized
denominations evidencing (together with the Class R-CX Interest) the entire
beneficial ownership interest in REMIC CX.
(g) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
P Interest for the benefit of the holders of the Class P Certificates and the
Class R-PX Interest. The Trustee acknowledges receipt of the Class P Interest
and declares that it holds and will hold the same in trust for the exclusive
use
and benefit of the holders of the Class P Certificates and the Class R-PX
Certificates. The interests evidenced by the Class P Certificates and the Class
R-PX Certificates constitute the entire beneficial ownership interest in REMIC
PX.
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(h) In
exchange for the Class P Interest and, concurrently with the assignment to
the
Trustee thereof, pursuant to the written request of the Depositor executed
by an
officer of the Depositor, the Trustee has executed, authenticated and delivered
to or upon the order of the Depositor, the Class P Certificates in authorized
denominations evidencing (together with the Class R-PX Interest) the entire
beneficial ownership interest in REMIC PX.
(i) Concurrently
with the assignments and deliveries to the Trustee and the acceptances by the
Trustee, pursuant to Section 2.01, Section 2.02 and this Section 2.08, the
Trustee, pursuant to the written request of the Depositor executed by an officer
of the Depositor, has executed, authenticated and delivered to or upon the
order
of the Depositor (i) the Class R Certificates in authorized denominations
evidencing the Class R-1 Interest, the Class R-2 Interest and the Class R-3
Interest, (ii) the Class R-CX Certificates evidencing the Class R-CX Interest
and the R-SwapX Interest and (iii) the Class R-PX Certificates evidencing the
Class R-PX Interest.
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
THE
MORTGAGE LOANS
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Section
3.01
|
Master
Servicer to Act as Master Servicer.
|
The
Master Servicer shall service and administer the Mortgage Loans on behalf of
the
Trustee and in the best interests of and for the benefit of the
Certificateholders (as determined by the Master Servicer in its reasonable
judgment) in accordance with the terms of this Agreement and the respective
Mortgage Loans and, to the extent consistent with such terms, in the same manner
in which it services and administers similar mortgage loans for its own
portfolio, giving due consideration to customary and usual standards of practice
of mortgage lenders and loan servicers administering similar mortgage loans
in
the local areas where the related Mortgaged Property is located but without
regard to:
(i) any
relationship that the Master Servicer, any Sub-Servicer or any Affiliate of
the
Master Servicer or any Sub-Servicer may have with the related
Mortgagor;
(ii) the
ownership or non-ownership of any Certificate by the Master Servicer or any
Affiliate of the Master Servicer;
(iii) the
Master Servicer’s obligation to make Advances or Servicing Advances;
or
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(iv) the
Master Servicer’s or any Sub-Servicer’s right to receive compensation for its
services hereunder or with respect to any particular transaction.
To
the
extent consistent with the foregoing, the Master Servicer shall seek to maximize
the timely and complete recovery of principal and interest on the Mortgage
Notes. Subject only to the above-described servicing standards and the terms
of
this Agreement and of the respective Mortgage Loans, the Master Servicer shall
have full power and authority, acting alone or through Sub-Servicers as provided
in Section 3.02, to do or cause to be done any and all things in connection
with such servicing and administration in accordance with policies and
procedures generally accepted in the mortgage banking industry. Without limiting
the generality of the foregoing, the Master Servicer in its own name or in
the
name of a Sub-Servicer is hereby authorized and empowered by the Trustee when
the Master Servicer believes it appropriate in its best judgment in accordance
with the servicing standards set forth above, to execute and deliver, on behalf
of the Certificateholders and the Trustee, and upon notice to the Trustee,
any
and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, and all other comparable instruments, with respect to
the
Mortgage Loans and the Mortgaged Properties and to institute foreclosure
proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
ownership of such properties, and to hold or cause to be held title to such
properties, on behalf of the Trustee and the Certificateholders. The Master
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 Master 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 3.17, the Trustee, shall execute, at the written direction of the
Master Servicer, and furnish to the Master Servicer and any Sub-Servicer such
documents as are necessary or appropriate to enable the Master Servicer or
any
Sub-Servicer to carry out their servicing and administrative duties hereunder,
and the Trustee hereby grants to the Master Servicer and each Sub-Servicer
a
power of attorney to carry out such duties including a power of attorney to
take
title to Mortgaged Properties after foreclosure on behalf of the Trustee and
the
Certificateholders. The Trustee, at the direction of the Master Servicer, shall
execute a separate power of attorney in favor of (and furnish such power of
attorney to) the Master Servicer and/or each Sub-Servicer for the purposes
described herein to the extent necessary or desirable to enable the Master
Servicer to perform its duties hereunder. The Trustee shall not be liable for
the actions of the Master Servicer or any Sub-Servicers under such powers of
attorney.
The
Master Servicer further is authorized and empowered by the Trustee, on behalf
of
the Certificateholders and the Trustee, in its own name or in the name of the
Sub-Servicer, when the Master Servicer or the Sub-Servicer, as the case may
be,
believes it is appropriate in its best judgment to register any Mortgage Loan
on
the MERS® System, or cause the removal from the registration of any Mortgage
Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and
the Certificateholders or any of them, any and all instruments of assignment
and
other comparable instruments with respect to such assignment or re-recording
of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any reasonable expenses incurred in connection with
the
actions described in the preceding sentence or as a result of MERS discontinuing
or becoming unable to continue operations in connection with the MERS® System,
shall be reimbursable to the Master Servicer by withdrawal from the Collection
Account pursuant to Section 3.11.
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Subject
to Section 3.09 hereof, in accordance with the standards of the preceding
paragraph, the Master Servicer shall advance or cause to be advanced funds
as
necessary for the purpose of effecting the timely payment of taxes and
assessments on the Mortgaged Properties, which advances shall be Servicing
Advances reimbursable in the first instance from collections on the related
Mortgage Loans from the Mortgagors pursuant to Section 3.09, and further as
provided in Section 3.11. Any cost incurred by the Master Servicer or by
Sub-Servicers in effecting the timely payment of taxes and assessments on a
Mortgaged Property shall not, for the purpose of calculating distributions
to
Certificateholders, be added to the unpaid principal balance of the related
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so
permit.
Notwithstanding
anything in this Agreement to the contrary, the Master Servicer may not make
any
future advances with respect to a Mortgage Loan (except as provided in
Section 4.04) and the Master Servicer shall not (i) permit any
modification with respect to any 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
Mortgage Loan (unless, as provided in Section 3.07, the Mortgagor is in
default with respect to the Mortgage Loan or such default is, in the judgment
of
the Master Servicer, reasonably foreseeable) or (ii) permit any
modification, waiver or amendment of any term of any Mortgage Loan that would
both (A) effect an exchange or reissuance of such Mortgage Loan under
Section 1001 of the Code (or final, temporary or proposed Treasury
regulations promulgated thereunder) and (B) cause any Trust REMIC to fail
to qualify as a REMIC under the Code or the imposition of any tax on “prohibited
transactions” or contributions after the startup day under the REMIC
Provisions.
The
Master Servicer may delegate its responsibilities under this Agreement;
provided, however, that no such delegation shall release the Master Servicer
from the responsibilities or liabilities arising under this
Agreement.
With
respect to each Mortgage Loan, the Master Servicer will furnish, or cause to
be
furnished, information regarding the borrower credit file related to such
Mortgage Loan to credit reporting agencies in compliance with the provisions
of
the Fair Credit Reporting Act and the applicable implementing
regulations.
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Section
3.02
|
Sub-Servicing
Agreements Between the Master Servicer and
Sub-Servicers.
|
(a) The
Master Servicer may enter into Sub-Servicing Agreements provided (i) that
such agreements would not result in a withdrawal or a downgrading by any Rating
Agency of the ratings on any Class of Certificates, any of the Other NIM Notes
or any of the Insured NIM Notes (without giving effect to any insurance policy
issued by the NIMS Insurer), as evidenced by a letter to that effect delivered
by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that,
except in the case of any Sub-Servicing Agreements the Master Servicer may
enter
into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer
shall have consented to such Sub-Servicing Agreements (which consent shall
not
be unreasonably withheld) with Sub-Servicers, for the servicing and
administration of the Mortgage Loans. That certain Subservicing Agreement by
and
between the Master Servicer and Washington Mutual Bank dated April 9, 2001
is hereby acknowledged as being permitted under this Agreement and meeting
the
requirements applicable to Sub-Servicing Agreements set forth in this Agreement.
The Trustee is hereby authorized to acknowledge, at the request of the Master
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.
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Each
Sub-Servicer shall be (i) authorized to transact business in the state or
states in which the related Mortgaged Properties it is to service are situated,
if and to the extent required by applicable law to enable the Sub-Servicer
to
perform its obligations hereunder and under the Sub-Servicing Agreement,
(ii) an institution approved as a mortgagee by the Department of Housing
and Urban Development pursuant to Section 203 of the National Housing Act of
1934, as amended, or an institution the deposit accounts in which are insured
by
the FDIC and (iii) a Xxxxxx Xxx approved mortgage servicer. Each
Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming
to the provisions set forth in Section 3.08. The Master Servicer will
examine each Sub-Servicing Agreement and will be familiar with the terms
thereof. The terms of any Sub-Servicing Agreement will not be inconsistent
with
any of the provisions of this Agreement. The Master Servicer and the
Sub-Servicers may enter into and make amendments to the Sub-Servicing Agreements
or enter into different forms of Sub-Servicing Agreements; provided, however,
that any such amendments or different forms shall be consistent with and not
violate the provisions of this Agreement, and that no such amendment or
different form shall be made or entered into which could be reasonably expected
to be materially adverse to the interests of the Certificateholders, without
the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any variation without the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights from the provisions set forth
in
Section 3.08 relating to credits and charges to the Sub-Servicing Accounts
or the timing and amount of remittances by the Sub-Servicers to the Master
Servicer are conclusively deemed to be inconsistent with this Agreement and
therefore prohibited. The Master Servicer shall deliver to the NIMS Insurer
and
the Trustee copies of all Sub-Servicing Agreements, and any amendments or
modifications thereof, promptly upon the Master Servicer’s execution and
delivery of such instruments.
(b) As
part of its servicing activities hereunder, the Master Servicer (except as
otherwise provided in the last sentence of this paragraph), for the benefit
of
the Trustee and the Certificateholders, shall enforce the obligations of each
Sub-Servicer under the related Sub-Servicing Agreement and, subject to the
last
sentence of this paragraph, of the Seller under the Mortgage Loan Purchase
Agreement including, without limitation, any obligation to make advances in
respect of delinquent payments as required by a Sub-Servicing Agreement, or
to
purchase or otherwise remedy as contemplated herein a Mortgage Loan on account
of missing or defective documentation or on account of a breach of a
representation, warranty or covenant, as described in Section 2.03(a). Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Sub-Servicing Agreements, and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such
time as the Master Servicer, in its good faith business judgment, would require
were it the owner of the related Mortgage Loans. The Master Servicer shall
pay
the costs of such enforcement at its own expense, and shall be reimbursed
therefor only (i) from a general recovery resulting from such enforcement,
to the extent, if any, that such recovery exceeds all amounts due in respect
of
the related Mortgage Loans or (ii) from a specific recovery of costs,
expenses or attorneys’ fees against the party against whom such enforcement is
directed. Enforcement of the Mortgage Loan Purchase Agreement against the Seller
shall be effected by the Master Servicer to the extent it is not the Seller,
and
otherwise by the Trustee, in accordance with the foregoing provisions of this
paragraph.
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|
Section
3.03
|
Successor
Sub-Servicers.
|
The
Master Servicer, with the written consent of the NIMS Insurer, shall be entitled
to terminate any Sub-Servicing Agreement and the rights and obligations of
any
Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the
terms and conditions of such Sub-Servicing Agreement. In the event of
termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer
shall be assumed simultaneously by the Master Servicer without any act or deed
on the part of such Sub-Servicer or the Master Servicer, and the Master Servicer
either shall service directly the related Mortgage Loans or shall enter into
a
Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under
Section 3.02.
Any
Sub-Servicing Agreement shall include the provision that such agreement may
be
immediately terminated by the Trustee without fee, in accordance with the terms
of this Agreement, and the Trustee shall so terminate such Sub-Servicing
Agreement at the direction of the NIMS Insurer in the event that the Master
Servicer (or the Trustee, if then acting as Master Servicer) shall, for any
reason, no longer be the Master Servicer (including termination due to a Master
Servicer Event of Default).
|
Section
3.04
|
Liability
of the Master Servicer.
|
Notwithstanding
any Sub-Servicing Agreement, any of the provisions of this Agreement relating
to
agreements or arrangements between the Master Servicer and a Sub-Servicer or
reference to actions taken through a Sub-Servicer or otherwise, the Master
Servicer shall remain obligated and primarily liable to the Trustee and the
Certificateholders for the servicing and administering of the Mortgage Loans
in
accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Sub-Servicing Agreements or
arrangements or by virtue of indemnification from the Sub-Servicer and to the
same extent and under the same terms and conditions as if the Master Servicer
alone were servicing and administering the Mortgage Loans. The Master Servicer
shall be entitled to enter into any agreement with a Sub-Servicer for
indemnification of the Master Servicer by such Sub-Servicer and nothing
contained in this Agreement shall be deemed to limit or modify such
indemnification and no such indemnification shall be an expense of the
Trust.
Section
3.05 No
Contractual Relationship Between Sub-Servicers and the NIMS Insurer, the Trustee
or Certificateholders.
Any
Sub-Servicing Agreement that may be entered into and any transactions or
services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
as such shall be deemed to be between the Sub-Servicer and the Master Servicer
alone, and the Trustee, the NIMS Insurer and the Certificateholders shall not
be
deemed parties thereto and shall have no claims, rights, obligations, duties
or
liabilities with respect to the Sub-Servicer except as set forth in
Section 3.06. The Master Servicer shall be solely liable for all fees owed
by it to any Sub-Servicer, irrespective of whether the Master Servicer’s
compensation pursuant to this Agreement is sufficient to pay such fees and
such
fees shall not be an expense of the Trust.
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|
Section
3.06
|
Assumption
or Termination of Sub-Servicing Agreements by
Trustee.
|
In
the
event the Master Servicer shall for any reason no longer be the master servicer
(including by reason of the occurrence of a Master Servicer Event of Default),
the Trustee or its designee shall thereupon assume all of the rights and
obligations of the Master Servicer under each Sub-Servicing Agreement that
the
Master Servicer may have entered into, unless the Trustee elects to terminate
any Sub-Servicing Agreement in accordance with its terms as provided in
Section 3.03. Upon such assumption, the Trustee, its designee or the
successor servicer for the Trustee appointed pursuant to Section 7.02 shall
be deemed, subject to Section 3.03, to have assumed all of the Master
Servicer’s interest therein and to have replaced the Master Servicer as a party
to each Sub-Servicing Agreement to the same extent as if each Sub-Servicing
Agreement had been assigned to the assuming party, except that (i) the
Master Servicer shall not thereby be relieved of any liability or obligations
under any Sub-Servicing Agreement that arose before it ceased to be the Master
Servicer and (ii) none of the Trustee, its designee or any successor Master
Servicer shall be deemed to have assumed any liability or obligation of the
Master Servicer that arose before it ceased to be the Master
Servicer.
The
Master Servicer at its own expense and without reimbursement shall, upon request
of the Trustee, deliver to the assuming party all documents and records relating
to each Sub-Servicing Agreement and the Mortgage Loans then being serviced
and
an accounting of amounts collected and held by or on behalf of it, and otherwise
use its best efforts to effect the orderly and efficient transfer of the
Sub-Servicing Agreements to the assuming party.
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Section
3.07
|
Collection
of Certain Mortgage Loan Payments.
|
The
Master Servicer shall make reasonable efforts to collect all payments called
for
under the terms and provisions of the Mortgage Loans, and shall, to the extent
such procedures shall be consistent with this Agreement and the terms and
provisions of any applicable insurance policies, follow such collection
procedures as it would follow with respect to mortgage loans comparable to
the
Mortgage Loans and held for its own account. Consistent with the foregoing,
the
Master Servicer may in its discretion (i) waive any late payment charge or,
if applicable, any penalty interest, or (ii) extend the due dates for the
Monthly Payments due on a Mortgage Note for a period of not greater than 180
days; provided that any extension pursuant to this clause (ii) shall not
affect the amortization schedule of any Mortgage Loan for purposes of any
computation hereunder, except as provided below. In the event of any such
arrangement pursuant to clause (ii) above, the Master Servicer shall make timely
advances on such Mortgage Loan during such extension pursuant to
Section 4.04 and in accordance with the amortization schedule of such
Mortgage Loan without modification thereof by reason of such arrangements,
subject to Section 4.04(d) pursuant to which the Master Servicer shall not
be required to make any such advances that are Nonrecoverable Advances.
Notwithstanding the foregoing, in the event that any Mortgage Loan is in default
or, in the judgment of the Master Servicer, such default is reasonably
foreseeable, the Master Servicer, consistent with the standards set forth in
Section 3.01, may also waive, modify or vary any term of such Mortgage Loan
(including modifications that would change the Mortgage Rate, forgive the
payment of principal or interest or extend the final maturity date of such
Mortgage Loan, accept payment from the related Mortgagor of an amount less
than
the Stated Principal Balance in final satisfaction of such Mortgage Loan (such
payment, a “Short Pay-off”) or consent to the postponement of strict compliance
with any such term or otherwise grant indulgence to any Mortgagor; provided,
that in the judgment of the Master Servicer, any such modification, waiver
or
amendment could reasonably be expected to result in collections and other
recoveries in respect of such Mortgage Loans in excess of Net Liquidation
Proceeds that would be recovered upon the foreclosure of, or other realization
upon, such Mortgage Loan and provided further, that the NIMS Insurer’s prior
written consent shall be required for any modification, waiver or amendment
if
the aggregate number of outstanding Mortgage Loans which have been modified,
waived or amended exceeds 5% of the number of Closing Date Mortgage Loans as
of
the Cut-off Date.
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Section
3.08
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Sub-Servicing
Accounts.
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In
those
cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
Sub-Servicing Agreement, the Sub-Servicer shall be required to establish and
maintain one or more segregated accounts (collectively, the “Sub-Servicing
Account”). The Sub-Servicing Account shall be an Eligible Account and shall be
entitled “Deutsche Bank National Trust Company, as Trustee, in trust for
registered Holders of Long Beach Mortgage Loan Trust 2006-2, Asset-Backed
Certificates, Series 2006-2. The Sub-Servicer shall be required to deposit
in the clearing account (which account must be an Eligible Account) in which
it
customarily deposits payments and collections on mortgage loans in connection
with its mortgage loan servicing activities on a daily basis, and in no event
more than one Business Day after the Sub-Servicer’s receipt thereof, all
proceeds of Mortgage Loans received by the Sub-Servicer less its servicing
compensation to the extent permitted by the Sub-Servicing Agreement, and shall
thereafter deposit such amounts in the Sub-Servicing Account, in no event more
than two Business Days after the deposit of such funds into the clearing
account. The Sub-Servicer shall thereafter be required to deposit all such
proceeds in the Collection Account or remit such proceeds to the Master Servicer
for deposit in the Collection Account not later than the Determination Date
following the deposit of such amounts in the Sub-Servicing Account. For purposes
of this Agreement, the Master Servicer shall be deemed to have received payments
on the Mortgage Loans when the Sub-Servicer receives such payments.
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Section
3.09
|
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
The
Master Servicer shall establish and maintain, or cause to be established and
maintained, one or more segregated accounts (the “Servicing Accounts”).
Servicing Accounts shall be Eligible Accounts. The Master Servicer shall deposit
in the clearing account (which account must be an Eligible Account) in which
it
customarily deposits payments and collections on mortgage loans in connection
with its mortgage loan servicing activities on a daily basis, and in no event
more than one Business Day after the Master Servicer’s receipt thereof, all
collections from the Mortgagors (or related advances from Sub-Servicers) for
the
payment of taxes, assessments, hazard insurance premiums and comparable items
for the account of the Mortgagors (“Escrow Payments”) collected on account of
the Mortgage Loans and shall thereafter deposit such Escrow Payments in the
Servicing Accounts, in no event more than two Business Days after the deposit
of
such funds in the clearing account, for the purpose of effecting the 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 payment of
taxes, assessments, hazard insurance premiums, and comparable items;
(ii) reimburse the Master Servicer (or a Sub-Servicer to the extent
provided in the related Sub-Servicing Agreement) out of related collections
for
any advances made pursuant to Section 3.01 (with respect to taxes and
assessments) and Section 3.14 (with respect to hazard insurance);
(iii) refund to Mortgagors any sums as may be determined to be overages;
(iv) pay interest, if required and as described below, to Mortgagors on
balances in the Servicing Account; (v) clear and terminate the Servicing
Account upon the termination of the Master Servicer’s obligations and
responsibilities in respect of the Mortgage Loans under this Agreement in
accordance with Article IX or (vi) recover amounts deposited in error.
As part of its servicing duties, the Master Servicer or Sub-Servicers 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. To the extent that a Mortgage does
not provide for Escrow Payments, the Master Servicer shall determine whether
any
such payments are made by the Mortgagor in a manner and at a time that avoids
the loss of the Mortgaged Property due to a tax sale or the foreclosure of
a tax
lien. The Master Servicer assumes full responsibility for the payment of all
such bills within such time 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 advances from its own funds
to
effect such payments; provided, however, that such advances shall constitute
Servicing Advances.
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Section
3.10
|
Collection
Account and Distribution Account.
|
(a) On
behalf of the Trust Fund, the Master Servicer shall establish and maintain,
or
cause to be established and maintained, one or more segregated accounts (such
account or accounts, the “Collection Account”), held in trust for the benefit of
the Trustee and the Certificateholders. On behalf of the Trust Fund, the Master
Servicer shall deposit or cause to be deposited in the clearing account (which
account must be an Eligible Account) in which it customarily deposits payments
and collections on mortgage loans in connection with its mortgage loan servicing
activities on a daily basis, and in no event more than one Business Day after
the Master Servicer’s receipt thereof, and shall thereafter deposit in the
Collection Account, in no event more than two Business Days after the deposit
of
such funds into the clearing account, as and when received or as otherwise
required hereunder, the following payments and collections received or made
by
it subsequent to the Cut-off Date (other than in respect of principal or
interest on the related Mortgage Loans due on or before the Cut-off Date or
payments (other than Principal Prepayments) received by it on or prior to the
Cut-off Date but allocable to a Due Period subsequent thereto):
(i) all
payments on account of principal, including Principal Prepayments, on the
Mortgage Loans;
(ii) all
payments on account of interest (net of the related Servicing Fee and the
related Prepayment Interest Excess) on each Mortgage Loan;
(iii) all
Insurance Proceeds and Liquidation Proceeds (other than proceeds collected
in
respect of any particular REO Property and amounts paid by the Master Servicer
in connection with a purchase of Mortgage Loans and REO Properties pursuant
to
Section 9.01) and all Gross Subsequent Recoveries;
(iv) any
amounts required to be deposited pursuant to Section 3.12 in connection
with any losses realized on Permitted Investments with respect to funds held
in
the Collection Account;
96
(v) any
amounts required to be deposited by the Master Servicer pursuant to the second
paragraph of Section 3.14(a) in respect of any blanket policy deductibles;
(vi) all
proceeds of any Mortgage Loan repurchased or purchased in accordance with
Section 2.03, Section 3.16(c) or Section 9.01 and all Master Servicer
Prepayment Charge Payment Amounts required to be deposited in the Collection
Account pursuant to Section 2.03;
(vii) all
Substitution Adjustments;
(viii) all
Prepayment Charges collected by the Master Servicer; and
(ix) without
duplication, all payments of claims received by the Master Servicer under the
PMI Policy, if any.
For
purposes of the immediately preceding sentence, the Cut-off Date with respect
to
any Qualified Substitute Mortgage Loan shall be deemed to be the date of
substitution.
The
foregoing requirements for deposit in the Collection Accounts shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, any Prepayment Interest Excess and payments in the nature
of
late payment charges, NSF fees, reconveyance fees, assumption fees and other
similar fees and charges (other than Prepayment Charges) need not be deposited
by the Master Servicer in the Collection Account and shall, upon collection,
belong to the Master Servicer as additional compensation for its servicing
activities. In the event the Master Servicer shall deposit in the Collection
Account any amount not required to be deposited therein, it may at any time
withdraw such amount from the Collection Account, any provision herein to the
contrary notwithstanding.
(b) On
behalf of the Trust Fund, the Trustee shall establish and maintain one or more
segregated accounts (such account or accounts, the “Distribution Account”), held
in trust for the benefit of the Trustee and the Certificateholders. On behalf
of
the Trust Fund, the Master Servicer shall deliver to the Trustee in immediately
available funds for deposit on the same day in the Distribution Account on
or
before 3:00 p.m. New York time (i) on the Master Servicer Remittance Date,
that portion of the Available Funds (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, the amount of all Prepayment Charges on the Prepayment Charge Schedule
collected by the Master Servicer in connection with any of the Mortgage Loans
and any Master Servicer Prepayment Charge Payment Amounts then on deposit in
the
Collection Account and the amount of any funds reimbursable to an Advancing
Person pursuant to Section 3.27 and (ii) on each Business Day as of
the commencement of which the balance on deposit in the Collection Account
exceeds $75,000 following any withdrawals pursuant to the next succeeding
sentence, the amount of such excess, but only if the Collection Account
constitutes an Eligible Account solely pursuant to clause (ii) of the
definition of “Eligible Account.” If the balance on deposit in the Collection
Account exceeds $75,000 as of the commencement of business on any Business
Day
and the Collection Account constitutes an Eligible Account solely pursuant
to
clause (ii) of the definition of “Eligible Account,” the Master Servicer
shall, on or before 3:00 p.m. New York time on such Business Day, withdraw
from the Collection Account any and all amounts payable or reimbursable to
the
Depositor, the Master Servicer, the Trustee, the Seller or any Sub-Servicer
pursuant to Section 3.11 and shall pay such amounts to the Persons entitled
thereto. In order to comply with its duties under the U.S.A. Patriot Act, the
Trustee shall obtain and verify certain information and documentation from
the
parties hereto, including, but not limited to, each party’s name, address, and
other identifying information.
97
(c) Funds
in the Collection Account and the Distribution Account may be invested in
Permitted Investments in accordance with the provisions set forth in
Section 3.12. The Master Servicer shall give notice to the Trustee, the
NIMS Insurer, the Depositor and the Rating Agencies of the location of the
Collection Account maintained by it when established and prior to any change
thereof. The Trustee shall give notice to the Master Servicer, the NIMS Insurer,
the Depositor and the Rating Agencies of the location of the Distribution
Account when established and prior to any change thereof.
(d) Funds
held in the Collection Account at any time may be delivered by the Master
Servicer to the Trustee for deposit in an account (which may be the Distribution
Account and must satisfy the standards for the Distribution Account as set
forth
in the definition thereof) and for all purposes of this Agreement shall be
deemed to be a part of the Collection Account; provided, however, that the
Trustee shall have the sole authority to withdraw any funds held pursuant to
this subsection (d). In the event the Master Servicer shall deliver to the
Trustee for deposit in the Distribution Account any amount not required to
be
deposited therein, it may at any time request that the Trustee withdraw, and
the
Trustee shall withdraw, such amount from the Distribution Account and remit
to
the Master Servicer any such amount, any provision herein to the contrary
notwithstanding. In addition, the Master Servicer shall deliver to the Trustee
from time to time for deposit, and the Trustee shall so deposit, in the
Distribution Account:
(i) any
Advances, as required pursuant to Section 4.04, unless delivered directly
to the Trustee by an Advancing Person;
(ii) any
amounts required to be deposited pursuant to Section 3.23(d) or (f) in
connection with any REO Property;
(iii) any
amounts to be paid by the Master Servicer in connection with a purchase of
Mortgage Loans and REO Properties pursuant to Section 9.01;
(iv) any
amounts required to be deposited pursuant to Section 3.24 in connection
with any Prepayment Interest Shortfalls; and
(v) any
Stayed Funds, as soon as permitted by the federal bankruptcy court having
jurisdiction in such matters.
(e) Promptly
upon receipt of any Stayed Funds, whether from the Master Servicer, a trustee
in
bankruptcy, federal bankruptcy court or other source, the Trustee shall deposit
such funds in the Distribution Account, subject to withdrawal thereof pursuant
to Section 7.02(b) or as otherwise permitted hereunder.
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Section
3.11
|
Withdrawals
from the Collection Account and Distribution
Account.
|
(a) The
Master Servicer shall, from time to time, make withdrawals from the Collection
Account, for any of the following purposes or as described in Section 4.04,
without priority:
(i) to
remit to the Trustee for deposit in the Distribution Account the amounts
required to be so remitted pursuant to Section 3.10(b) or permitted to be
so remitted pursuant to the first sentence of Section 3.10(d);
(ii) subject
to Section 3.16(d), to reimburse the Master Servicer for Advances, but only
to the extent of amounts received which represent Late Collections (net of
the
related Servicing Fees) of Monthly Payments on the related Mortgage Loans in
accordance with the provisions of Section 4.04;
(iii) subject
to Section 3.16(d), to pay the Master Servicer or any Sub-Servicer
(a) any unpaid Servicing Fees or (b) any unreimbursed Servicing
Advances with respect to each Mortgage Loan, but only to the extent of any
Late
Collections, Liquidation Proceeds, Insurance Proceeds, Gross Subsequent
Recoveries or other amounts as may be collected by the Master Servicer from
a
Mortgagor, or otherwise received with respect to such Mortgage Loan;
(iv) to
pay to the Master Servicer as servicing compensation (in addition to the
Servicing Fee) on the Master Servicer Remittance Date any interest or investment
income earned on funds deposited in the Collection Account;
(v) to
pay to the Master Servicer or the Seller, as the case may be, with respect
to
each Mortgage Loan that has previously been purchased or replaced pursuant
to
Section 2.03 or Section 3.16(c) all amounts received thereon subsequent to
the
date of purchase or substitution, as the case may be;
(vi) to
reimburse the Master Servicer for any Advance or Servicing Advance previously
made which the Master Servicer has determined to be a Nonrecoverable Advance
in
accordance with the provisions of Section 4.04;
(vii) to
reimburse the Master Servicer or the Depositor for expenses incurred by or
reimbursable to the Master Servicer or the Depositor, as the case may be,
pursuant to Section 6.03;
(viii) to
reimburse the NIMS Insurer, the Master Servicer or the Trustee, as the case
may
be, for enforcement expenses reasonably incurred in respect of the breach or
defect giving rise to the purchase obligation under Section 2.03 of this
Agreement that were included in the Purchase Price of the Mortgage Loan,
including any expenses arising out of the enforcement of the purchase
obligation; provided, however, that the reimbursement to the NIMS Insurer
pursuant to this clause shall be limited to an annual amount of $25,000;
99
(ix)
to pay, or to reimburse the Master Servicer for advances in respect of, expenses
incurred in connection with any Mortgage Loan pursuant to Section 3.16(b);
and
(x) to
clear and terminate the Collection Account pursuant to Section 9.01.
The
Master Servicer shall keep and maintain separate accounting, on an individual
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), (viii) and (ix) above. The Master Servicer
shall provide written notification to the Trustee and the NIMS Insurer, on
or
prior to the next succeeding Master Servicer Remittance Date, upon making any
withdrawals from the Collection Account pursuant to subclause (vii)
above.
(b) The
Trustee 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 and for deposit into the Reserve Fund,
the Supplemental Interest Account and the Final Maturity Reserve Account in
accordance with Section 4.01;
(ii) to
pay to itself amounts to which it is entitled pursuant to Section 8.05 or
to pay any other Extraordinary Trust Fund Expenses;
(iii) to
pay to itself any interest income earned on funds deposited in the Distribution
Account pursuant to Section 3.12(c);
(iv) to
reimburse itself pursuant to Section 7.02 or pursuant to Section 7.01
to the extent such amounts in Section 7.01 were not reimbursed by the
Master Servicer;
(v) to
pay any amounts in respect of taxes pursuant to Section 10.01(g);
(vi) to
remit to the Master Servicer any amount deposited in the Distribution Account
by
the Master Servicer but not required to be deposited therein in accordance
with
Section 3.10(d);
(vii) to
pay to an Advancing Person reimbursements for Advances and/or Servicing Advances
pursuant to Section 3.27;
(viii) to
clear and terminate the Distribution Account pursuant to Section 9.01;
(ix) to
pay the PMI Insurer the PMI Insurer Fee based on information received from
the
Master Servicer; and
(x)
to pay itself the Trustee Fees.
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Section
3.12
|
Investment
of Funds in the Collection Account and the Distribution
Account.
|
(a) The
Master Servicer may direct any depository institution maintaining the Collection
Account and any REO Account (for purposes of this Section 3.12, an
“Investment Account”), and the Trustee, in its individual capacity, may direct
any depository institution maintaining the Distribution Account (for purposes
of
this Section 3.12, the Distribution Account is also an “Investment
Account”), to invest the funds in such Investment Account in one or more
Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, (i) no later than the Business Day immediately
preceding the date on which such funds are required to be withdrawn from such
account pursuant to this Agreement, if a Person other than the Trustee is the
obligor thereon and (ii) no later than the date on which such funds are
required to be withdrawn from such account pursuant to this Agreement, if the
Trustee is the obligor thereon. All such Permitted Investments shall be held
to
maturity, unless payable on demand. Any investment of funds in an Investment
Account shall be made in the name of the Trustee (in its capacity as such),
or
in the name of a nominee of the Trustee. The Trustee shall be entitled to sole
possession (except with respect to investment direction of funds held in the
Collection Account and any REO Account and any income and gain realized thereon)
over each such investment, and any certificate or other instrument evidencing
any such investment shall be delivered directly to the Trustee or its agent,
together with any document of transfer necessary to transfer title to such
investment to the Trustee or its nominee. In the event amounts on deposit in
an
Investment Account are at any time invested in a Permitted Investment payable
on
demand, the Trustee shall:
(x) consistent
with any notice required to be given thereunder, demand that payment thereon
be
made on the last day such Permitted Investment may otherwise mature hereunder
in
an amount equal to the lesser of (1) all amounts then payable thereunder
and (2) the amount required to be withdrawn on such date; and
(y) demand
payment of all amounts due thereunder promptly upon actual notice by a
Responsible Officer of the Trustee that such Permitted Investment would not
constitute a Permitted Investment in respect of funds thereafter on deposit
in
the Investment Account.
(b) All
income and gain realized from the investment of funds deposited in the
Collection Account and any REO Account held by or on behalf of the Master
Servicer shall be for the benefit of the Master Servicer and shall be subject
to
its withdrawal in accordance with Section 3.11 or Section 3.23, as
applicable. The Master Servicer shall deposit in the Collection Account or
any
REO Account, as applicable, from its own funds, the amount of any loss of
principal incurred in respect of any such Permitted Investment made with funds
in such accounts immediately upon realization of such loss.
(c) All
income and gain realized from the investment of funds deposited in the
Distribution Account held by or on behalf of the Trustee shall be for the
benefit of the Trustee and shall be subject to its withdrawal at any time.
The
Trustee shall deposit in the Distribution Account, from its own funds, the
amount of any loss of principal incurred in respect of any such Permitted
Investment made with funds in such accounts immediately upon realization of
such
loss.
101
(d) Except
as otherwise expressly provided in this Agreement, if any default occurs in
the
making of a payment due under any Permitted Investment, or if a default occurs
in any other performance required under any Permitted Investment, the Trustee
may, and subject to Section 8.01 and Section 8.02(a)(v), upon the
request of the Holders of Certificates representing more than 50% of the Voting
Rights allocated to any Class of Certificates shall, take such action as may
be
appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate proceedings.
|
Section
3.13
|
Reserved.
|
Section
3.14 Maintenance of Hazard Insurance
and Errors and Omissions and Fidelity Coverage.
(a) The
Master Servicer shall cause to be maintained for each Mortgage Loan fire
insurance with extended coverage on the related Mortgaged Property in an amount
which is at least equal to the least of (i) the then current principal
balance of such Mortgage Loan, (ii) the amount necessary to fully
compensate for any damage or loss to the improvements that are a part of such
property on a replacement cost basis and (iii) the maximum insurable value
of the improvements which are a part of such Mortgaged Property, in each case
in
an amount not less than such amount as is necessary to avoid the application
of
any coinsurance clause contained in the related hazard insurance policy. The
Master Servicer shall also cause to be maintained fire insurance with extended
coverage on each REO Property in an amount which is at least equal to the lesser
of (i) the maximum insurable value of the improvements which are a part of
such property and (ii) the outstanding principal balance of the related
Mortgage Loan at the time it became an REO Property, plus accrued interest
at
the Mortgage Rate and related Servicing Advances. The Master 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 Master Servicer under any such policies (other than amounts
to
be applied to the restoration or repair of the property subject to the related
Mortgage or amounts to be released to the Mortgagor in accordance with the
procedures that the Master Servicer would follow in servicing loans held for
its
own account, subject to the terms and conditions of the related Mortgage and
Mortgage Note) shall be deposited in the Collection Account, subject to
withdrawal pursuant to Section 3.11, if received in respect of a Mortgage
Loan, or in the REO Account, subject to withdrawal pursuant to
Section 3.23, if received in respect of an REO Property. Any cost incurred
by the Master Servicer in maintaining any such insurance shall not, for the
purpose of calculating distributions to Certificateholders, be added to the
unpaid principal balance of the related Mortgage Loan, notwithstanding that
the
terms of such Mortgage Loan so permit. 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 and flood insurance has been made available, the Master 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 unpaid
principal balance of the related Mortgage Loan and (ii) the maximum amount
of such insurance available for the related Mortgaged Property under the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).
102
In
the
event that the Master 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 such other rating that is comparable to such rating) insuring against
hazard losses on all of the Mortgage Loans, it shall conclusively be deemed
to
have satisfied its obligations as set forth in the first two sentences of this
Section 3.14, it being understood and agreed that such policy may contain a
deductible clause, in which case the Master Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged Property or REO
Property a policy complying with the first two sentences of this
Section 3.14, and there shall have been one or more losses which would have
been covered by such policy, deposit to the Collection Account from its own
funds the amount not otherwise payable under the blanket policy because of
such
deductible clause. In connection with its activities as administrator and
servicer of the Mortgage Loans, the Master Servicer agrees to prepare and
present, on behalf of itself, the Trustee and the Certificateholders, claims
under any such blanket policy in a timely fashion in accordance with the terms
of such policy.
(b) The
Master Servicer shall keep in force during the term of this Agreement a policy
or policies of insurance covering errors and omissions for failure in the
performance of the Master Servicer’s obligations under this Agreement, which
policy or policies shall be in such form and amount that would meet the
requirements of Xxxxxx Xxx or Xxxxxxx Mac if it were the purchaser of the
Mortgage Loans, unless the Master Servicer or any of its Affiliates has obtained
a waiver of such Xxxxxx Mae or Xxxxxxx Mac requirements from either Xxxxxx
Mae
or Xxxxxxx Mac. The Master Servicer shall also maintain a fidelity bond in
the
form and amount that would meet the requirements of Xxxxxx Mae or Xxxxxxx Mac,
unless the Master Servicer or any of its Affiliates has obtained a waiver of
such Xxxxxx Mae or Xxxxxxx Mac requirements from either Xxxxxx Mae or Xxxxxxx
Mac. The Master Servicer shall provide the Trustee and the NIMS Insurer (upon
such party’s reasonable request) with copies of any such insurance policies and
fidelity bond. The Master Servicer shall be deemed to have complied with this
provision if an Affiliate of the Master Servicer has such errors and omissions
and fidelity bond coverage and, by the terms of such insurance policy or
fidelity bond, the coverage afforded thereunder extends to the Master Servicer.
Any such errors and omissions policy and fidelity bond shall by its terms not
be
cancelable without thirty days’ prior written notice to the Trustee. The Master
Servicer shall also cause each Sub-Servicer to maintain a comparable policy
of
insurance covering errors and omissions and a fidelity bond meeting such
requirements.
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Section
3.15
|
Enforcement
of Due-On-Sale Clauses; Assumption
Agreements.
|
The
Master Servicer shall, to the extent it has knowledge of any conveyance or
prospective conveyance of any Mortgaged Property by any Mortgagor (whether
by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains or is to remain liable under the Mortgage Note and/or the Mortgage),
exercise its rights to accelerate the maturity of such Mortgage Loan under
the
“due-on-sale” clause, if any, applicable thereto; provided, however, that the
Master Servicer shall not be required to take such action if in its sole
business judgment the Master Servicer believes that the collections and other
recoveries in respect of such Mortgage Loans could reasonably be expected to
be
maximized if the Mortgage Loan were not accelerated, and the Master Servicer
shall not exercise any such rights if prohibited by law from doing so. If the
Master Servicer reasonably believes it is unable under applicable law to enforce
such “due-on-sale” clause, or if any of the other conditions set forth in the
proviso to the preceding sentence apply, the Master Servicer will enter into
an
assumption and modification agreement from or with the person to whom such
property has been conveyed or is proposed to be conveyed, pursuant to which
such
person becomes liable under the Mortgage Note and, to the extent permitted
by
applicable state law, the Mortgagor remains liable thereon. The Master Servicer
may also enter into a substitution of liability agreement with such person,
pursuant to which the original Mortgagor is released from liability and such
person is substituted as the Mortgagor and becomes liable under the Mortgage
Note, provided that no such substitution shall be effective unless such person
satisfies the underwriting criteria of the Master Servicer and has a credit
risk
rating at least equal to that of the
original Mortgagor. In connection with any assumption, modification or
substitution, the Master Servicer shall apply such underwriting standards and
follow such practices and procedures as shall be normal and usual in its general
mortgage servicing activities and as it applies to other mortgage loans owned
solely by it. The Master Servicer shall not take or enter into any assumption
and modification agreement, however, unless (to the extent practicable under
the
circumstances) it shall have received confirmation, in writing, of the continued
effectiveness of any applicable hazard insurance policy, or a new policy meeting
the requirements of this Section is obtained. Any fee collected by the
Master Servicer in respect of any assumption, modification or substitution
of
liability agreement will be retained by the Master Servicer as additional
servicing compensation. In connection with any such assumption, no material
term
of the Mortgage Note (including but not limited to the related Mortgage Rate
and
the amount of the Monthly Payment) may be amended or modified, except as
otherwise required pursuant to the terms thereof. The Master Servicer shall
notify the Trustee and the NIMS Insurer that any such substitution, modification
or assumption agreement has been completed by forwarding to the Trustee (with
a
copy to the NIMS Insurer) the executed original of such substitution,
modification 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.
103
Notwithstanding
the foregoing paragraph or any other provision of this Agreement, the Master
Servicer shall not be deemed to be in default, breach or any other violation
of
its obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or by the terms of the Mortgage Note or any assumption which
the Master Servicer may be restricted by law from preventing, for any reason
whatever. For purposes of this Section 3.15, the term “assumption” is
deemed to also include a sale of the Mortgaged Property subject to the Mortgage
that is not accompanied by an assumption or substitution of liability
agreement.
|
Section
3.16
|
Realization
Upon Defaulted Mortgage Loans.
|
(a) The
Master Servicer shall use reasonable efforts consistent with the servicing
standard set forth in Section 3.01, 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 3.07. The Master Servicer shall be responsible for all costs and
expenses incurred by it in any such proceedings; provided, however, that such
costs and expenses will constitute and be recoverable as Servicing Advances
by
the Master Servicer as contemplated in Section 3.11 and Section 3.23.
The foregoing is subject to the provision that, in any case in which Mortgaged
Property shall have suffered damage from an Uninsured Cause, the Master Servicer
shall not be required to expend its own funds toward the restoration of such
property unless it shall determine in its sole and absolute discretion that
such
restoration will increase the proceeds of liquidation of the related Mortgage
Loan after reimbursement to itself for such expenses.
104
(b) Notwithstanding
the foregoing provisions of this Section 3.16 or any other provision of
this Agreement, with respect to any Mortgage Loan as to which the Master
Servicer has received actual notice of, or has actual knowledge of, the presence
of any toxic or hazardous substance on the related Mortgaged Property, the
Master Servicer shall not, on behalf of the Trustee, either (i) obtain
title to such Mortgaged Property as a result of or in lieu of foreclosure or
otherwise or (ii) otherwise acquire possession of, or take any other action
with respect to, such Mortgaged Property, if, as a result of any such action,
the Trustee, the Trust Fund or the Certificateholders would be considered to
hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or
“operator” of such Mortgaged Property within the meaning of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended
from
time to time, or any comparable law, unless the Master Servicer has also
previously determined, based on its reasonable judgment and a report prepared
by
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 materials,
hazardous wastes, or petroleum-based materials for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under any
federal, state or local law or regulation, or that if any such materials are
present for which such action could be required, that it would be in the best
economic interest of the Trust Fund to take such actions with respect to the
affected Mortgaged Property.
Notwithstanding
the foregoing, with respect to the Mortgage Loans, if such environmental audit
reveals, or if the Master Servicer has knowledge or notice, that the Mortgaged
Property securing the Mortgage Loan contains such wastes or substances or is
within one mile of the site of such wastes or substances, the Master Servicer
shall not foreclose or accept a deed in lieu of foreclosure without the prior
written consent of the NIMS Insurer.
The
cost
of the environmental audit report contemplated by this Section 3.16 shall
be advanced by the Master Servicer, subject to the Master Servicer’s right to be
reimbursed therefor from the Collection Account as provided in
Section 3.11(a)(ix), such right of reimbursement being prior to the rights
of Certificateholders to receive any amount in the Collection Account received
in respect of the affected Mortgage Loan or other Mortgage Loans. It is
understood by the parties hereto that any such advance will constitute a
Servicing Advance.
If
the
Master Servicer determines, as described above, that it is in the best economic
interest of the Trust Fund to take such actions as are necessary to bring any
such Mortgaged Property into compliance with applicable environmental laws,
or
to take such action with respect to the containment, clean-up or remediation
of
hazardous substances, hazardous materials, hazardous wastes or petroleum-based
materials affecting any such Mortgaged Property, then the Master Servicer shall
take such action as it deems to be in the best economic interest of the Trust
Fund. The cost of any such compliance, containment, cleanup or remediation
shall
be advanced by the Master Servicer, subject to the Master Servicer’s right to be
reimbursed therefor from the Collection Account as provided in
Section 3.11(a)(ix), such right of reimbursement being prior to the rights
of Certificateholders to receive any amount in the Collection Account received
in respect of the affected Mortgage Loan or other Mortgage Loans. It is
understood by the parties hereto that any such advance will constitute a
Servicing Advance.
105
(c) The
Holder of the Class C Certificates (except if such Holder is the Seller or
any
of its Affiliates) may at its option purchase from REMIC 1 any Mortgage Loan
or
related REO Property that is 90 days or more delinquent or that has been
otherwise in default for 90 days or more, which such Holder determines in good
faith will otherwise become subject to foreclosure proceedings (evidence of
such
determination to be delivered in writing to the Trustee prior to purchase),
at a
price equal to the Purchase Price; provided, however, that the Holder of the
Class C Certificates shall purchase any such Mortgage Loans or related REO
Properties on the basis of delinquency or default, purchasing first the Mortgage
Loans or related REO Properties that became delinquent or otherwise in default
on an earlier date. For the avoidance of doubt, the Holder of the Class C
Certificates in exercising its right to purchase Mortgage Loans pursuant to
this
Section 3.16(c) shall not be subject to any requirement of this Article III
(other than the requirements of this Section 3.16(c)). In the event the Holder
of the Class C Certificates does not exercise its option to purchase from REMIC
1 any such Mortgage Loan or related REO Property, the Master Servicer may at
its
option purchase from REMIC 1 any such Mortgage Loan or related REO
Property, at a price equal to the Purchase Price; provided, however, that the
Master Servicer shall purchase any such Mortgage Loans or related REO Properties
on the basis of delinquency or default, purchasing first the Mortgage Loans
or
related REO Properties that became delinquent or otherwise in default on an
earlier date; and provided, further, that such option shall expire as of the
last day of the calendar quarter during which such Mortgage Loan or related
REO
Property became 90 days delinquent or otherwise in default for 90 days or more.
In the event the Master Servicer does not exercise its option to purchase from
REMIC 1 any such Mortgage Loan or related REO Property prior to the
expiration of such option, the NIMS Insurer shall be entitled to purchase such
Mortgage Loan or related REO Property; provided, however, that the NIM Insurer
shall purchase any such Mortgage Loans or related REO Properties on the basis
of
delinquency or default, purchasing first the Mortgage Loans or related REO
Properties that became delinquent or otherwise in default on an earlier date.
The Purchase Price for any Mortgage Loan or related REO Property purchased
hereunder shall be deposited in the Collection Account, and the Trustee, upon
receipt of written certification from the Master Servicer of such deposit,
shall
release or cause to be released to the Holder of the Class C Certificates,
the
Master Servicer or the NIMS Insurer, as applicable, the related Mortgage File
and the Trustee shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as the Holder of the Class C
Certificates, the Master Servicer or the NIMS Insurer, as applicable, shall
furnish and as shall be necessary to vest in the Holder of the Class C
Certificates, the Master Servicer or the NIMS Insurer, as applicable, title
to
any Mortgage Loan or related REO Property released pursuant hereto. For so
long
as the indenture trustee under the Indenture is the Holder of the Class C
Certificate, the holder (the “Residual NIM Holder”) of the subordinate note, the
owner trust certificate or another instrument representing the right to receive
the proceeds of the trust estate securing payments on the NIM Notes after all
of
the NIM Notes have been paid off shall be deemed to be the “Holder of the Class
C Certificates” for purposes of this Section 3.16(c). The Trustee shall request
from the Residual NIM Holder a certificate substantially in the form of Exhibit
G attached hereto. The Trustee may conclusively rely upon and shall be fully
protected in acting or refraining from acting based on such
certificate.
106
(d) Proceeds
received (other than any Prepayment Charges received) in connection with any
Final Recovery Determination, as well as any recovery resulting from a partial
collection of Insurance Proceeds, Liquidation Proceeds or Gross Subsequent
Recoveries, in respect of any Mortgage Loan, will be applied in the following
order of priority: first,
to
reimburse the Master Servicer or any Sub-Servicer for any related unreimbursed
Servicing Advances and Advances, pursuant to Section 3.11(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 Master Servicer as follows: first,
to
unpaid Servicing Fees; and second,
to the
balance of the interest then due and owing. The portion of the recovery so
allocated to unpaid Servicing Fees shall be reimbursed to the Master Servicer
or
any Sub-Servicer pursuant to Section 3.11(a)(iii).
(e) The
Master Servicer may (but is not obligated to) enter into a special servicing
agreement with an unaffiliated holder of a 100% Percentage Interest of the
Class
B Certificates, or if the Class B Certificates are no longer outstanding, the
most junior Class of the Mezzanine Certificates, subject to each Rating Agency's
acknowledgment that the ratings of the Class A Certificates, the Mezzanine
Certificates, the Class B Certificates and the Other NIM Notes and the initial
shadow rating to the Insured NIM Notes, without giving effect to any insurance
policy issued by the NIMS Insurer, in each case, in effect immediately prior
to
the entering into such agreement would not be qualified, downgraded or withdrawn
and none of the Class A Certificates, the Mezzanine Certificates, the Class
B
Certificates or the NIM Notes would be placed on credit review status (except
for possible upgrading) as a result of such agreement. Any such agreement may
contain provisions whereby such Holder may (i) instruct the Master Servicer
to
commence or delay foreclosure proceedings with respect to delinquent Mortgage
Loans and will contain provisions for the deposit of cash with the Master
Servicer by the Holder that would be available for distribution to
Certificateholders if Liquidation Proceeds are less than they otherwise may
have
been had the Master Servicer acted in accordance with its normal procedures,
(ii) purchase delinquent Mortgage Loans from the Trust Fund immediately prior
to
the commencement of foreclosure proceedings at a price equal to the Purchase
Price, and/or (iii) assume all of the servicing rights and obligations with
respect to delinquent Mortgage Loans so long as such Holder (A) meets the
requirements for a Sub-Servicer set forth in Section 3.02(a), (B) will service
such Mortgage Loans in accordance with this Agreement and (C) the Master
Servicer has the right to transfer such servicing rights without the payment
of
any compensation to a subservicer.
|
Section
3.17
|
Trustee
to Cooperate; Release of Mortgage
Files.
|
(a) Upon
the payment in full of any Mortgage Loan, or the receipt by the Master Servicer
of a notification that payment in full shall be escrowed in a manner customary
for such purposes, the Master Servicer will promptly notify the Trustee and
the
applicable Custodian holding the related Mortgage File by a certification in
the
form of Exhibit E-2 (which certification shall include a statement to the
effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Collection Account pursuant
to
Section 3.10 have been or will be so deposited) of a Servicing
Representative and shall request delivery to it of the related Mortgage File.
Upon receipt of such certification and request, the Trustee or such Custodian,
as applicable, shall promptly release the related Mortgage File to the Master
Servicer and the Master Servicer is authorized to cause the removal from the
registration on the MERS® System of any such Mortgage Loan, if applicable. No
expenses incurred in connection with any instrument of satisfaction or deed
of
reconveyance shall be chargeable to the Collection Account or the Distribution
Account.
107
(b) From
time to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan, including, for this purpose, collection under any insurance policy
relating to the Mortgage Loans, the Trustee or the applicable Custodian shall,
upon request of the Master Servicer and delivery to the Trustee or the
applicable Custodian of a Request for Release in the form of Exhibit E-l,
release the related Mortgage File to the Master Servicer, and the Trustee or
the
applicable Custodian, on behalf of the Trustee, shall, at the direction of
the
Master Servicer, execute such documents as shall be necessary to the prosecution
of any such proceedings and the Master Servicer shall retain such Mortgage
File
in trust for the benefit of the Certificateholders. Such Request for Release
shall obligate the Master Servicer to return each and every document previously
requested from the Mortgage File to the Trustee or the applicable Custodian
when
the need therefor by the Master Servicer no longer exists, unless the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Collection Account or the Mortgage File or
such
document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing
legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the
Trustee or the applicable Custodian a certificate of a Servicing Representative
certifying as to the name and address of the Person to which such Mortgage
File
or such document was delivered and the purpose or purposes of such delivery.
Upon receipt of a certificate of a Servicing Representative stating that such
Mortgage Loan was liquidated and that all amounts received or to be received
in
connection with such liquidation that are required to be deposited into the
Collection Account have been so deposited, or that such Mortgage Loan has become
an REO Property, a copy of the Request for Release shall be released by the
Trustee or the applicable Custodian to the Master Servicer or its
designee.
(c) At
the direction of the Master Servicer and upon written certification of a
Servicing Representative, each of the Trustee or the applicable Custodian shall
execute and deliver to the Master Servicer any court pleadings, requests for
trustee’s sale or other documents reasonably necessary to the foreclosure or
trustee’s sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or
to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or
in
equity, or shall execute and deliver to the Master Servicer a power of attorney
sufficient to authorize the Master Servicer or the Sub-Servicer to execute
such
documents on its behalf, provided that each of the Trustee or the applicable
Custodian shall be obligated to execute the documents identified above if
necessary to enable the Master Servicer or the Sub-Servicer to perform their
respective duties hereunder or under the Sub-Servicing Agreement. Each such
certification shall include a request that such pleadings or documents be
executed by the Trustee or the applicable Custodian and a statement as to the
reason such documents or pleadings are required.
108
(d) If
any Mortgage Loan is repurchased, substituted or purchased in accordance with
Section 2.03, Section 3.16(c) or Section 9.01, the Trustee shall execute and
deliver the Mortgage Loan Assignment Agreement in the form of Exhibit E-3 with
respect to such Mortgage Loan, transferring such Mortgage Loan to the Person
entitled thereto pursuant to such Section 2.03, Section 3.16(c) or Section
9.01,
as applicable.
|
Section
3.18
|
Servicing
Compensation.
|
As
compensation for the activities of the Master Servicer hereunder, the Master
Servicer shall be entitled to the Servicing Fee with respect to each Mortgage
Loan payable solely from payments of interest in respect of such Mortgage Loan,
subject to Section 3.24. In addition, the Master Servicer shall be entitled
to recover unpaid Servicing Fees out of Late Collections, Insurance Proceeds,
Liquidation Proceeds or Gross Subsequent Recoveries to the extent permitted
by
Section 3.11(a)(iii) and out of amounts derived from the operation and sale
of an REO Property to the extent permitted by Section 3.23. The right to
receive the Servicing Fee may not be transferred in whole or in part except
in
connection with the transfer of all of the Master Servicer’s responsibilities
and obligations under this Agreement; provided, however, that the Master
Servicer may pay from the Servicing Fee any amounts due to a Sub-Servicer
pursuant to a Sub-Servicing Agreement entered into under
Section 3.02.
Additional
servicing compensation in the form of Prepayment Interest Excess, assumption
or
modification fees, late payment charges, NSF fees, reconveyance fees and other
similar fees and charges (other than Prepayment Charges) shall be retained
by
the Master Servicer only to the extent such fees or charges are received by
the
Master Servicer. The Master Servicer shall also be entitled pursuant to
Section 3.11(a)(iv) to withdraw from the Collection Account, and pursuant
to Section 3.23(b) to withdraw from any REO Account, as additional
servicing compensation, interest or other income earned on deposits therein,
subject to Section 3.12. The Master Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
(including premiums for the insurance required by Section 3.14, to the
extent such premiums are not paid by the related Mortgagors or by a
Sub-Servicer, it being understood however, that payment of such premiums by
the
Master Servicer shall constitute Servicing Advances and servicing compensation
of each Sub-Servicer, and to the extent provided herein and in
Section 8.05, the fees and expenses of the Trustee) and shall not be
entitled to reimbursement therefor except as specifically provided
herein.
|
Section
3.19
|
Reports
to the Trustee; Collection Account
Statements.
|
Not
later
than fifteen days after each Distribution Date, the Master Servicer shall
forward to the Trustee, the NIMS Insurer and the Depositor a statement prepared
by the Master Servicer setting forth the status of the Collection Account as
of
the close of business on such Distribution Date and showing, for the period
covered by such statement, the aggregate amount of deposits into and withdrawals
from the Collection Account of each category of deposit specified in
Section 3.10(a) and each category of withdrawal specified in
Section 3.11. Such statement may be in the form of the then current Xxxxxx
Xxx Monthly Accounting Report for its Guaranteed Mortgage Pass-Through Program
with appropriate additions and changes, and shall also include information
as to
the aggregate of the outstanding principal balances of all of the Mortgage
Loans
as of the last day of the calendar month immediately preceding such Distribution
Date. Copies of such statement shall be provided by the Trustee to any
Certificateholder and to any Person identified to the Trustee as a prospective
transferee of a Certificate, upon request at the expense of the requesting
party, provided such statement is delivered by the Master Servicer to the
Trustee.
109
|
Section
3.20
|
Annual
Statement as to Compliance.
|
The
Master Servicer shall deliver to the Trustee, the Depositor, the NIMS Insurer
and each Rating Agency, not later than March 15 of each calendar year beginning
in the year following the year of execution of this Agreement through and
including the calendar year in which a Form 15 Suspension Notice is filed with
respect to the Trust Fund and April 30 of each calendar year thereafter, an
Officers’ Certificate (an “Annual Statement of Compliance”) stating that (i) a
review of the activities of the Master Servicer during the preceding calendar
year and of performance under this Agreement or other applicable servicing
agreement, if any, has been made under such officers’ supervision and (ii) to
the best of such officers’ knowledge, based on such review, the Master Servicer
has fulfilled all of its obligations under this Agreement or other applicable
servicing agreement, if any, in all material respects throughout such year,
or,
if there has been a failure to fulfill any such obligation in any material
respect, specifying each such failure known to such officer and the nature
and
status thereof. The Master Servicer shall deliver a similar Annual Statement
of
Compliance by the Sub-Servicer, and any other subservicer to which the Master
Servicer has delegated any servicing responsibilities with respect to the
Mortgage Loans, to the Trustee and the Depositor as described above as and
when
required with respect to the Master Servicer. Copies of any such statement
shall
be provided by the Trustee to any Certificateholder and to any Person identified
to the Trustee as a prospective transferee of a Certificate, upon the request
and at the expense of the requesting party, provided that such statement is
delivered by the Master Servicer to the Trustee.
|
Section
3.21
|
Assessments
of Compliance and Attestation
Reports.
|
(a) Pursuant
to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
AB,
the Master Servicer shall deliver to the Depositor on or before March 15 of
each
calendar year beginning in the year following the year of execution of this
Agreement prior to and including the calendar year in which Form 15 Suspension
Notice is filed with respect to the Trust Fund and April 30 of each
calendar year thereafter, a report regarding the Master Servicer’s assessment of
compliance (an “Assessment of Compliance”) with the servicing criteria during
the preceding calendar year. The Assessment of Compliance must be reasonably
satisfactory to the Depositor, and as set forth in Regulation AB, the Assessment
of Compliance must contain the following:
(i) A
statement by the Master Servicer of its responsibility for assessing compliance
with the servicing criteria applicable to the Master Servicer;
(ii) A
statement by the Master Servicer that it used the servicing criteria applicable
to it, including at the minimum those that are specified on Exhibit N hereto,
and which will also be attached to the Assessment of Compliance, to assess
compliance with the servicing criteria applicable to the Master Servicer;
110
(iii) An
assessment by the Master Servicer of the Master Servicer’s compliance with the
applicable servicing criteria for the period consisting of the preceding
calendar year, including disclosure of any material instance of noncompliance
with respect thereto during such period, which assessment shall be based on
the
activities it performs with respect to asset-backed securities transactions
taken as a whole involving the Master Servicer, that are backed by the same
asset type as the Mortgage Loans;
(iv) A
statement that a registered public accounting firm has issued an attestation
report on the Master Servicer’s Assessment of Compliance for the period
consisting of the preceding calendar year; and
(v) A
statement as to which of the Servicing Criteria, if any, are not applicable
to
the Master Servicer, which statement shall be based on the activities it
performs with respect to asset-backed securities transactions taken as a whole
involving the Master Servicer, that are backed by the same asset type as the
Mortgage Loans.
(b) On
or before March 15 of each calendar year beginning in the year following the
year of execution of this Agreement prior to and including the calendar year
in
which Form 15 Suspension Notice is filed with respect to the Trust Fund and
April 30 of each calendar year thereafter, the Master Servicer shall
furnish to the Depositor a report (an “Attestation Report”) by a registered
public accounting firm that attests to, and reports on, the Assessment of
Compliance made by the Master Servicer, as required by Rules 13a-18 and 15d-18
of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report
must be made in accordance with standards for attestation reports issued or
adopted by the Public Company Accounting Oversight Board.
(c) The
Master Servicer shall cause the Sub-Servicer and any other subservicer to which
the Master Servicer delegated any of its responsibilities with respect to the
Mortgage Loans, and each subcontractor determined by the Master Servicer to
be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB to which the Master Servicer delegated any of its responsibilities
with respect to the Mortgage Loans, to deliver to the Trustee and the Depositor
an Assessment of Compliance and Attestation Report as and when provided
above.
(d) Such
Assessment of Compliance, as to the Sub-Servicer and any other subservicer,
shall at a minimum address each of the servicing criteria applicable to it,
including at the minimum those that are specified on Exhibit N hereto which
are
indicated as applicable to any “primary servicer.” Notwithstanding the
foregoing, as to any subcontractor, an Assessment of Compliance is not required
to be delivered unless it is required as part of a Form 10-K with respect to
the
Trust Fund.
(e) The
Trustee shall also provide to the Depositor an Assessment of Compliance and
Attestation Report, as and when provided above, which shall at a minimum address
each of the servicing criteria applicable to it, including at the minimum those
that are specified on Exhibit N hereto which are indicated as applicable to
the
“trustee.”
111
|
Section
3.22
|
Access
to Certain Documentation.
|
The
Master Servicer shall provide to the Office of Thrift Supervision, the FDIC
and
any other federal or state banking or insurance regulatory authority that may
exercise authority over any Certificateholder access to the documentation
regarding the Mortgage Loans serviced by the Master Servicer under this
Agreement, as may be required by applicable laws and regulations. Such access
shall be afforded without charge, but only upon reasonable request and during
normal business hours at the offices of the Master Servicer designated by it.
In
addition, access to the documentation regarding the Mortgage Loans serviced
by
the Master Servicer under this Agreement sufficient to permit the
Certificateholder to comply with applicable regulations of the Office of Thrift
Supervision, the FDIC or any other federal or state banking or insurance
regulatory authority with respect to investment in the Certificates will be
provided to any Certificateholder that is a savings and loan association, bank
or insurance company, upon reasonable request during normal business hours
at
the offices of the Master Servicer designated by it at the expense of the Person
requesting such access.
|
Section
3.23
|
Title,
Management and Disposition of REO
Property.
|
(a) The
deed or certificate of sale of any REO Property shall be taken in the name
of
the Trustee, or its nominee, in trust for the benefit of the Certificateholders.
The Master Servicer, on behalf of REMIC 1 (and on behalf of the Trustee for
the benefit of the Certificateholders), shall sell any REO Property as soon
as
practicable and, in any event, shall either sell any REO Property before the
close of the third taxable year after the year REMIC 1 acquires ownership
of such REO Property for purposes of Section 860G(a)(8) of the Code or
request from the Internal Revenue Service, no later than 60 days before the
day
on which the three-year grace period would otherwise expire, an extension of
the
three-year grace period, unless the Master Servicer shall have delivered to
the
Trustee, the NIMS Insurer and the Depositor an Opinion of Counsel, addressed
to
the Trustee, the NIMS Insurer and the Depositor, to the effect that the holding
by REMIC 1 of such REO Property subsequent to three years after its
acquisition will not result in the imposition on any Trust REMIC of taxes on
“prohibited transactions” thereof, as defined in Section 860F of the Code,
or cause any Trust REMIC to fail to qualify as a REMIC under Federal law at
any
time that any Certificates are outstanding. If an extension of the three-year
period is granted, the Master Servicer shall sell the related REO Property
no
later than 60 days prior to the expiration of such extension period. The Master
Servicer shall manage, conserve, protect and operate each REO Property for
the
Certificateholders solely for the purpose of its prompt disposition and sale
in
a manner which does not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code
or result in the receipt by any Trust REMIC of any “income from non-permitted
assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any
“net income from foreclosure property” which is subject to taxation under the
REMIC Provisions.
(b) The
Master Servicer shall segregate and hold all funds collected and received in
connection with the operation of any REO Property separate and apart from its
own funds and general assets and shall establish and maintain, or cause to
be
established and maintained, with respect to REO Properties an account held
in
trust for the Trustee for the benefit of the Certificateholders (the “REO
Account”), which shall be an Eligible Account. The Master Servicer may allow the
Collection Account to serve as the REO Account, subject to separate ledgers
for
each REO Property. The Master Servicer may retain or withdraw any interest
income paid on funds deposited in the REO Account.
112
(c) The
Master 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 Master Servicer manages and operates similar property owned by the
Master Servicer or any of its Affiliates, all on such terms and for such period
as the Master Servicer deems to be in the best interests of Certificateholders.
In connection therewith, the
Master Servicer
shall deposit, or cause to be deposited in the clearing account (which account
must be an Eligible Account) in which it customarily deposits payments and
collections on mortgage loans in connection with its mortgage loan servicing
activities on a daily basis, and in no event more than one Business Day after
the Master Servicer’s receipt thereof and shall thereafter deposit in the REO
Account, in no event more than two Business Days after the deposit of such
funds
into the clearing account, all revenues received by it with respect to an REO
Property and shall withdraw therefrom funds necessary for the proper operation,
management and maintenance of such REO Property including, without
limitation:
(i) all
insurance premiums due and payable in respect of such REO Property;
(ii) all
real estate taxes and assessments in respect of such REO Property that may
result in the imposition of a lien thereon; and
(iii) all
costs and expenses necessary to maintain such REO Property.
To
the
extent that amounts on deposit in the REO Account with respect to an REO
Property are insufficient for the purposes set forth in clauses (i) through
(iii) above with respect to such REO Property, the Master Servicer shall
advance from its own funds as Servicing Advances such amount as is necessary
for
such purposes if, but only if, the Master Servicer would make such advances
if
the Master Servicer owned the REO Property and if such Servicing Advance would
not constitute a Nonrecoverable Advance.
Notwithstanding
the foregoing, neither the Master Servicer nor the Trustee shall:
(i) authorize
the Trust Fund to enter into, renew or extend any New Lease with respect to
any
REO Property, if the New Lease by its terms will give rise to any income that
does not constitute Rents from Real Property;
(ii) authorize
any amount to be received or accrued under any New Lease other than amounts
that
will constitute Rents from Real Property;
(iii) authorize
any construction on any REO Property, other than construction permitted under
Section 856(e)(4)(B) of the Code; or
(iv) authorize
any Person to Directly Operate any REO Property on any date more than 90 days
after its date of acquisition by the Trust Fund;
113
unless,
in any such case, the Master Servicer has obtained an Opinion of Counsel (the
cost of which shall constitute a Servicing Advance), a copy of which shall
be
provided to the NIMS Insurer 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 REMIC 1, in which case the Master Servicer may take such actions as
are specified in such Opinion of Counsel.
The
Master Servicer may contract with any Independent Contractor for the operation
and management of any REO Property, provided that:
(i) the
terms and conditions of any such contract shall not be inconsistent
herewith;
(ii) any
such contract shall require, or shall be administered to require, that the
Independent Contractor pay all costs and expenses incurred in connection with
the operation and management of such REO Property, including those listed above,
and remit all related revenues (net of such costs and expenses) to the Master
Servicer as soon as practicable, but in no event later than thirty days
following the receipt thereof by such Independent Contractor;
(iii) none
of the provisions of this Section 3.23(c) relating to any such contract or
to actions taken through any such Independent Contractor shall be deemed to
relieve the Master Servicer of any of its duties and obligations to the Trustee
on behalf of the Certificateholders with respect to the operation and management
of any such REO Property; and
(iv) the
Master Servicer shall be obligated with respect thereto to the same extent
as if
it alone were performing all duties and obligations in connection with the
operation and management of such REO Property.
The
Master Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Master Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. The Master Servicer shall be solely liable
for
all fees owed by it to any such Independent Contractor, irrespective of whether
the Master Servicer’s compensation pursuant to Section 3.18 is sufficient
to pay such fees; provided, however, that to the extent that any payments made
by such Independent Contractor would constitute Servicing Advances if made
by
the Master Servicer, such amounts shall be reimbursable as Servicing Advances
made by the Master Servicer.
(d) In
addition to the withdrawals permitted under Section 3.23(c), the Master
Servicer may from time to time make withdrawals from the REO Account for any
REO
Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in
respect of the related Mortgage Loan; and (ii) to reimburse itself or any
Sub-Servicer for unreimbursed Servicing Advances and Advances made in respect
of
such REO Property or the related Mortgage Loan. On the Master Servicer
Remittance Date, the Master Servicer shall withdraw from each REO Account
maintained by it and deposit into the Distribution Account in accordance with
Section 3.10(d)(ii), for distribution on the related Distribution Date in
accordance with Section 4.01, the income from the related REO Property
received during the prior calendar month, net of any withdrawals made pursuant
to Section 3.23(c) or this Section 3.23(d).
114
(e) Subject
to the time constraints set forth in Section 3.23(a), each REO Disposition
shall be carried out by the Master Servicer at such price and upon such terms
and conditions as the Master Servicer shall deem necessary or advisable, as
shall be normal and usual in its general servicing activities for similar
properties.
(f) The
proceeds from the REO Disposition, net of any amount required by law to be
remitted to the Mortgagor under the related Mortgage Loan and net of any payment
or reimbursement to the Master Servicer or any Sub-Servicer as provided above,
shall be deposited in the Distribution Account in accordance with
Section 3.10(d)(ii) on the Master Servicer Remittance Date in the month
following the receipt thereof for distribution on the related Distribution
Date
in accordance with Section 4.01. Any REO Disposition shall be for cash only
(unless changes in the REMIC Provisions made subsequent to the Startup Day
allow
a sale for other consideration).
(g) The
Master Servicer shall file information returns with respect to the receipt
of
mortgage interest received in a trade or business, reports of foreclosures
and
abandonments of any Mortgaged Property and cancellation of indebtedness income
with respect to any Mortgaged Property as required by Sections 6050H, 6050J
and
6050P of the Code, respectively. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by such Sections 6050H,
6050J and 6050P of the Code.
|
Section
3.24
|
Obligations
of the Master Servicer in Respect of Prepayment Interest
Shortfalls.
|
The
Master Servicer shall deliver to the Trustee for deposit into the Distribution
Account on or before 3:00 p.m. New York time on the Master Servicer Remittance
Date from its own funds an amount (“Compensating Interest”) equal to the lesser
of (i) the aggregate of the Prepayment Interest Shortfalls for the related
Distribution Date resulting solely from Principal Prepayments during the related
Prepayment Period and (ii) the amount of its aggregate Servicing Fee for
the most recently ended calendar month.
Section
3.25 Obligations
of the Master 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 Master
Servicer in a manner not consistent with the terms of the related Mortgage
Note
and this Agreement, the Master Servicer, upon discovery or receipt of notice
thereof, immediately shall deliver to the Trustee for deposit in the
Distribution Account from its own funds the amount of any such shortfall and
shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor
and
any successor master servicer in respect of any such liability. Such indemnities
shall survive the termination or discharge of this Agreement. Notwithstanding
the foregoing, this Section 3.25 shall not limit the ability of the Master
Servicer to seek recovery of any such amounts from the related Mortgagor under
the terms of the related Mortgage Note, as permitted by law and shall not be
an
expense of the Trust.
115
|
Section
3.26
|
Reserve
Fund.
|
No
later
than the Closing Date, the Trustee, on behalf of the Certificateholders, shall
establish and maintain with itself a separate, segregated non-interest bearing
trust account titled, “Reserve Fund, Deutsche Bank National Trust Company, as
Trustee, in trust for registered Holders of Long Beach Mortgage Loan Trust
2006-2, Asset-Backed Certificates, Series 2006-2.” The Trustee shall account for
the right to receive payments from the Reserve Fund as property that the Trustee
holds separate and apart from the REMIC Regular Interests.
(a) The
following amounts shall be deposited into the Reserve Fund:
(i) On
the Closing Date, the Depositor shall deposit, or cause to be deposited, into
the Reserve Fund $1,000;
(ii) On
each Distribution Date as to which there is a Net WAC Rate Carryover Amount
payable to any of the Class A Certificates, the Mezzanine Certificates or the
Class B Certificates, the Trustee has been directed by the Holders of the Class
C Certificates to, and therefore shall, deposit into the Reserve Fund the
amounts described in Section 4.01(d)(i)(y); and
(iii) On
each Distribution Date as to which there are no Net WAC Rate Carryover Amounts,
the Trustee shall deposit into the Reserve Fund on behalf of the Holders of
the
Class C Certificates, from amounts otherwise distributable to such Class C
Certificates, an amount such that when added to other amounts already on deposit
in the Reserve Fund, the aggregate amount on deposit therein is equal to $1,000.
(b) The
Reserve Fund shall be treated as an “outside reserve fund” under applicable
Treasury regulations and shall not be part of any REMIC created hereunder.
For
federal and state income tax purposes, the Holders of the Class C Certificates
shall be deemed to be the owners of the Reserve Fund and all amounts deposited
into the Reserve Fund (other than the initial deposit therein of $1,000) shall
be treated as amounts distributed by REMIC 3 to REMIC CX in respect of the
Class C Interest, and then distributed by REMIC CX to the Holders of the
Class C Certificates. For federal and state income tax purposes, payments in
respect of the Class A Certificates, the Mezzanine Certificates and the Class
B
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).
(c) By
accepting a Class C Certificate, each Holder of a Class C Certificate shall
be
deemed to have directed the Trustee to, and the Trustee shall pursuant to such
direction, deposit into the Reserve Fund the amounts described in Section
3.26(a)(ii) and (a)(iii) above on each Distribution Date. By accepting a Class
C
Certificate, each Holder of a Class C Certificate further agrees that such
direction is given for good and valuable consideration, the receipt and
sufficiency of which is acknowledged by such acceptance.
(d) At
the direction of the Holders of a majority in Percentage Interest in the Class
C
Certificates, the Trustee 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 Trustee or an Affiliate manages
or
advises such investment, and (ii) no later than the date on which such
funds are required to be withdrawn from such account pursuant to this Agreement,
if the Trustee or an Affiliate manages or advises such investment. If no
investment direction of the Holders of a majority in Percentage Interest in
the
Class C Certificates with respect to the Reserve Fund is received by the
Trustee, the Trustee shall invest the funds in the Reserve Fund in Permitted
Investments managed by the Trustee or an Affiliate of the kind described in
clause (vi) of the definition of Permitted Investments. Notwithstanding the
foregoing, any funds in the Reserve Fund shall be invested in Deutsche Bank
Cash
Management Fund 541 for so long as such investment complies with clause (vi)
of
the definition of Permitted Investments. All income and gain earned upon such
investment shall be deposited into the Reserve Fund.
116
(e) For
federal tax return and information reporting, the right of the
Certificateholders to receive payment on account of the Class A Certificates,
the Mezzanine Certificates and the Class B Certificates from the Reserve Fund
in
respect of any Net WAC Rate Carryover Amount shall be assigned a value of
zero.
|
Section
3.27
|
Advance
Facility.
|
(a) The
Trustee, on behalf of the Trust Fund, at the direction of the Master Servicer
and with the consent of the NIMS Insurer, is hereby authorized to enter into
a
facility with any Person which provides that such Person (an “Advancing Person”)
may make all or a portion of the Advances and/or Servicing Advances to the
Trust
Fund under this Agreement, although no such facility shall reduce or otherwise
affect the Master Servicer’s obligation to fund such Advances and/or Servicing
Advances. To the extent that an Advancing Person makes all or a portion of
any
Advance or any Servicing Advance and provides the Trustee with notice
acknowledged by the Master Servicer that such Advancing Person is entitled
to
reimbursement, such Advancing Person shall be entitled to receive reimbursement
pursuant to this Agreement for such amount to the extent provided in
Section 3.27(b). Such notice from the Advancing Person shall specify the
amount of the reimbursement and shall specify which Section of this
Agreement permits the applicable Advance or Servicing Advance to be reimbursed.
The Trustee shall be entitled to rely without independent investigation on
the
Advancing Person’s statement with respect to the amount of any reimbursement
pursuant to this Section 3.27 and with respect to the Advancing Person’s
statement with respect to the Section of this Agreement that permits the
applicable Advance or Servicing Advance to be reimbursed. An Advancing Person
whose obligations are limited to the making of Advances and/or Servicing
Advances shall not be required to meet the qualifications of a Master Servicer
or a Sub-Servicer pursuant to Article VI hereof and will not be deemed to
be a Sub-Servicer under this Agreement. If the terms of a facility proposed
to
be entered into with an Advancing Person by the Trust Fund would not materially
and adversely affect the interests of any Certificateholder, then the NIMS
Insurer shall not withhold its consent to the Trust Fund’s entering into such
facility.
(b) If
an advancing facility is entered into, then the Master Servicer shall not be
permitted to reimburse itself under any Section specified or for any amount
specified by the Advancing Person in the notice described under
Section 3.27(a) above and acknowledged by the Master Servicer prior to the
remittance to the Trust Fund, but instead the Master Servicer shall include
such
amounts in the applicable remittance to the Trustee made pursuant to
Section 3.10(a). The Trustee is hereby authorized to pay to the Advancing
Person reimbursements for Advances and Servicing Advances from the Distribution
Account to the same extent the Master Servicer would have been permitted to
reimburse itself for such Advances and/or Servicing Advances in accordance
with
the specified Sections had the Master Servicer itself made such Advance or
Servicing Advance. The Trustee is hereby authorized to pay directly to the
Advancing Person such portion of the Servicing Fee as the parties to any
advancing facility may agree.
117
(c) All
Advances and Servicing Advances made pursuant to the terms of this Agreement
shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO)
basis.
|
Section
3.28
|
PMI
Policy; Claims Under the PMI Policy
|
Notwithstanding
anything to the contrary elsewhere in this Article III, the Master Servicer
shall not agree to any modification or assumption of a PMI Mortgage Loan or
take
any other action with respect to a PMI Mortgage Loan that could result in denial
of coverage under the PMI Policy. The Master Servicer shall notify the PMI
Insurer that the Trustee, as trustee on behalf of the Certificateholders, is
the
insured, as that term is defined in the PMI Policy, of each PMI Mortgage Loan.
The Master Servicer shall, on behalf of the Trustee, prepare and file on a
timely basis with the PMI Insurer, with a copy to the Trustee, all claims which
may be made under the PMI Policy with respect to the PMI Mortgage Loans. The
Master Servicer shall take all actions required under the PMI Policy as a
condition to the payment of any such claim. Any amount received from the PMI
Insurer with respect to any such PMI Mortgage Loan shall be deposited by the
Master Servicer, no later than two Business Days following receipt thereof,
into
the Collection Account. On each Distribution Date, the Trustee shall pay to
the
PMI Insurer the PMI Insurer Fee for such Distribution Date from the amounts
on
deposit in the Distribution Account prior to making any distributions to the
Certificateholders.
|
Section
3.29
|
Swap
Agreement.
|
The
Depositor hereby directs the Trustee to execute and deliver on behalf of the
Trust the Swap Agreement and authorizes the Trustee to perform its obligations
thereunder on behalf of the Trust in accordance with the terms of the Swap
Agreement. The Depositor hereby authorizes and directs the Trustee to ratify
on
behalf of the Trust, as the Trust’s own actions, the terms agreed to by the
Depositor (or any of its Affiliates) in relation to the Swap Agreement, as
reflected in the Swap Agreement, and the Trustee hereby so ratifies the Swap
Agreement. The Trustee shall amend the Swap Agreement in accordance with its
terms and as requested by a party to the Swap Agreement to cure any ambiguity
in
or correct or supplement any provision of the Swap Agreement, provided, however,
that the Trustee shall have received a prior written confirmation from each
Rating Agency that such amendment would not cause such Rating Agency to
downgrade or withdraw the then current ratings of any outstanding Class A
Certificates, Mezzanine Certificates or Class B Certificates. On the Closing
Date, the Trustee shall enter into the Swap Agreement, on behalf of the Trust,
with the Swap Counterparty. The Swap Agreement shall be part of the Trust Fund
but not part of any REMIC. The Swap Counterparty is the calculation agent under
the Swap Agreement and shall calculate all amounts pursuant to the Swap
Agreement and notify the Trustee of all such amounts.
118
|
Section
3.30
|
Replacement
Swap Agreement.
|
(a) The
Trustee shall, at the direction of the NIMS Insurer or, with the consent of
the
NIMS Insurer, at the direction of the Depositor, in the event the Swap Agreement
is terminated as a result of the designation by either party thereto of an
Early
Termination Date, enter into a replacement swap agreement with a replacement
counterparty designated by the Depositor or the NIMS Insurer, as
applicable.
(b) Notwithstanding
anything to the contrary herein, any Swap Termination Payment received by the
Trustee shall be deposited in the Supplemental Interest Account and shall be
used to make any upfront payment required under a replacement swap agreement
and
any upfront payment (the "Replacement Payment") received by the Trust from
the
counterparty to a replacement swap agreement shall be used to pay any Swap
Termination Payment owed to the Swap Counterparty that is being replaced. The
Swap Counterparty that is being replaced shall have first priority as to such
Replacement Payments versus all other creditors of the Trust, and the Trust
shall pay from the Replacement Payments received the lesser of (x) the
Replacement Payments so received and (y) any Swap Termination Payment owed
to
the Swap Counterparty (to the extent not already paid by the Trust) that is
being replaced immediately upon receipt.
(c) Notwithstanding
anything contained herein, in the event that a replacement swap agreement cannot
be obtained within 30 days after receipt by the Trustee of the Swap Termination
Payment paid by the terminated Swap Counterparty, the Trustee shall on each
Distribution Date, withdraw from the Supplemental Interest Account, an amount
equal to the Net Counterparty Payment, if any, that would have been paid to
the
Trust by the original Swap Counterparty (computed in accordance with the terms
of the original Swap Agreement) and distribute such amount in accordance with
Section 4.01(d)(iv)(b) of this Agreement.
(d) If
a downgrade event (described in Part 5(b) of Schedule to the Swap Agreement)
occurs, the Trustee shall, promptly after a Responsible Officer of the Trustee
has received actual knowledge or written notice of the reduction or withdrawal
of the rating (it being understood that the Trustee has no duty to monitor
the
ratings of the Swap Counterparty), request the Swap Counterparty to take actions
required to be taken by the Swap Counterparty by Part 5(b) of Schedule to the
Swap Agreement.
ARTICLE
IV
FLOW
OF
FUNDS
|
Section
4.01
|
Distributions.
|
(a) On
each Distribution Date, the Trustee shall withdraw from the Distribution Account
that portion of the Available Funds for such Distribution Date consisting of
the
Group I Interest Remittance Amount and the Group II Interest
Remittance Amount for such Distribution Date, and make the following
disbursements and transfers in the order of priority described below, in each
case to the extent of the Group I Interest Remittance Amount or the
Group II Interest Remittance Amount remaining for such Distribution Date:
119
(i) The
Group I Interest Remittance Amount shall be distributed as
follows:
(A) first,
to the
Supplemental Interest Account for payment to the Swap Counterparty, the Group
I
Net Swap Payment, provided a Swap Default has not occurred and is not
continuing, and any unpaid Group I Swap Termination Payment (including any
amount remaining unpaid from prior Distribution Dates) (unless the Swap
Counterparty is the Defaulting Party or the sole Affected Party (each, as
defined in the Swap Agreement)), as applicable for the related Distribution
Date;
(B) second,
to the
Supplemental Interest Account for payment to the Swap Counterparty, the Group
II
Net Swap Payment, provided a Swap Default has not occurred and is not
continuing, and any unpaid Group II Swap Termination Payment (including any
amount remaining unpaid from prior Distribution Dates) (unless the Swap
Counterparty is the Defaulting Party or the sole Affected Party (each, as
defined in the Swap Agreement)), as applicable for the related Distribution
Date
to the extent not paid pursuant to Section 4.01(a)(ii)(A);
(C) third,
to the
Final Maturity Reserve Account, the Group I Final Maturity Reserve Amount,
if
any, for such Distribution Date;
(D) fourth,
to the
Final Maturity Reserve Account, the Group II Final Maturity Reserve Amount,
if
any, for such Distribution Date, to the extent not paid pursuant to Section
4.01(a)(ii)(C);
(E) fifth,
to the
Class I-A Certificates, the Monthly Interest Distributable Amount and any Unpaid
Interest Shortfall Amount for such Class; and
(F) sixth, concurrently,
to the Class II-A1 Certificates, the Class II-A2 Certificates, the Class II-A3
Certificates and the Class II-A4 Certificates, the Monthly Interest
Distributable Amount and any Unpaid Interest Shortfall Amount for such Classes,
in each case, to the extent not paid pursuant to Section 4.01(a)(ii)(E),
allocated among the Class II-A1 Certificates, the Class II-A2 Certificates,
the
Class II-A3 Certificates and the Class II-A4 Certificates, pro
rata,
based
on their respective entitlements.
(ii) The
Group II Interest Remittance Amount shall be distributed as
follows:
(A) first,
to the
Supplemental Interest Account for payment to the Swap Counterparty, the Group
II
Net Swap Payment, provided a Swap Default has not occurred and is not
continuing, and any unpaid Group II Swap Termination Payment (including any
amount remaining unpaid from prior Distribution Dates) (unless the Swap
Counterparty is the Defaulting Party or the sole Affected Party (each, as
defined in the Swap Agreement)), as applicable for the related Distribution
Date;
120
(B) second,
to the
Supplemental Interest Account for payment to the Swap Counterparty, the Group
I
Net Swap Payment, provided a Swap Default has not occurred and is not
continuing, and any unpaid Group I Swap Termination Payment (including any
amount remaining unpaid from prior Distribution Dates) (unless the Swap
Counterparty is the Defaulting Party or the sole Affected Party (each, as
defined in the Swap Agreement)), as applicable for the related Distribution
Date
to the extent not paid pursuant to Section 4.01(a)(i)(A);
(C) third,
to the
Final Maturity Reserve Account, the Group II Final Maturity Reserve Amount,
if
any, for such Distribution Date;
(D) fourth,
to the
Final Maturity Reserve Account, the Group I Final Maturity Reserve Amount,
if
any, to the extent not paid pursuant to Section 4.01(a)(i)(C);
(E) fifth, concurrently,
to the Class II-A1 Certificates, the Class II-A2 Certificates, the Class II-A3
Certificates and the Class II-A4 Certificates, the Monthly Interest
Distributable Amount and any Unpaid Interest Shortfall Amount for such Classes,
in each case allocated among the Class II-A1 Certificates, the Class II-A2
Certificates, the Class II-A3 Certificates and the Class II-A4 Certificates,
pro
rata,
based
on their respective entitlements; and
(F) sixth,
to the
Class I-A Certificates, the Monthly Interest Distributable Amount and any Unpaid
Interest Shortfall Amount for such Class, to the extent not paid pursuant to
Section 4.01(a)(i)(E).
(iii) The
sum of any
Group I Interest Remittance Amount and Group II Interest Remittance
Amount remaining undistributed following the distributions pursuant to Sections
4.01(a)(i) and (ii) shall be distributed as follows:
first,
to the
Class M-1 Certificates, the related Monthly Interest Distributable Amount;
second,
to the
Class M-2 Certificates, the related Monthly Interest Distributable Amount;
third,
to the
Class M-3 Certificates, the related Monthly Interest Distributable
Amount;
fourth,
to the
Class M-4 Certificates, the related Monthly Interest Distributable
Amount;
121
fifth,
to the
Class M-5 Certificates, the related Monthly Interest Distributable
Amount;
sixth,
to the
Class M-6 Certificates, the related Monthly Interest Distributable Amount;
seventh,
to the
Class M-7 Certificates, the related Monthly Interest Distributable
Amount;
eighth,
to the
Class M-8 Certificates, the related Monthly Interest Distributable
Amount;
ninth,
to the
Class M-9 Certificates, the related Monthly Interest Distributable
Amount;
tenth,
to the
Class M-10 Certificates, the related Monthly Interest Distributable Amount;
and
eleventh,
to the
Class B Certificates, the related Monthly Interest Distributable Amount.
(iv) Any
Group I
Interest Remittance Amount or any Group II Interest Remittance Amount
remaining undistributed following distributions pursuant to Section 4.01(a)(iii)
shall be used in determining the amount of Net Monthly Excess Cashflow, if
any,
for such Distribution Date.
(b) On
each Distribution Date (a) prior to the Stepdown Date or (b) on which
a Trigger Event is in effect, the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates shall be entitled to receive
distributions in respect of principal to the extent of the Group I
Principal Distribution Amount and the Group II Principal Distribution
Amount in the following amounts and order of priority:
(i) the
Group I Principal Distribution Amount will be distributed as
follows:
(A) first,
to the
Supplemental Interest Account for payment to the Swap Counterparty, the Group
I
Net Swap Payment, provided a Swap Default has not occurred and is not
continuing, and any unpaid Group I Swap Termination Payment (including any
amount not paid on prior Distribution Dates) (unless the Swap Counterparty
is
the Defaulting Party or the sole Affected Party (each, as defined in the Swap
Agreement)), as applicable, remaining unpaid after giving effect to the
distribution of the Group I Interest Remittance Amount and the Group II Interest
Remittance Amount for such Distribution Date;
(B) second,
to the
Supplemental Interest Account for payment to the Swap Counterparty, the Group
II
Net Swap Payment, provided a Swap Default has not occurred and is not
continuing, and any unpaid Group II Swap Termination Payment (including any
amount not paid on prior Distribution Dates) (unless the Swap Counterparty
is
the Defaulting Party or the sole Affected Party (each, as defined in the Swap
Agreement)), as applicable, remaining unpaid after giving effect to the
distribution of the Group I Interest Remittance Amount, the Group II Interest
Remittance Amount and the Group II Principal Distribution Amount for such
Distribution Date;
122
(C) third,
to the
Final Maturity Reserve Account, the Group I Final Maturity Reserve Amount,
if
any, remaining unpaid after giving effect to the distribution of the Group
I
Interest Remittance Amount and the Group II Interest Remittance Amount for
such
Distribution Date;
(D) fourth,
to the
Final Maturity Reserve Account, the Group II Final Maturity Reserve Amount,
if
any, remaining unpaid after giving effect to the distribution of the Group
I
Interest Remittance Amount, the Group II Interest Remittance Amount and the
Group II Principal Distribution Amount for such Distribution Date;
(E)
fifth,
to the
Class I-A Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero; and
(F) sixth,
to the
Group II Senior Certificates (allocated among the Group II Senior Certificates
in the priority described in Section 4.01(b)(v)), until the Certificate
Principal Balances thereof have been reduced to zero.
(ii) the
Group II Principal Distribution Amount will be distributed as
follows:
(A) first,
to the
Supplemental Interest Account for payment to the Swap Counterparty, the Group
II
Net Swap Payment, provided a Swap Default has not occurred and is not
continuing, and any unpaid Group II Swap Termination Payment (including any
amount not paid on prior Distribution Dates) (unless the Swap Counterparty
is
the Defaulting Party or the sole Affected Party (each, as defined in the Swap
Agreement)), as applicable, remaining unpaid after giving effect to the
distribution of the Group I Interest Remittance Amount and the Group II Interest
Remittance Amount for such Distribution Date;
(B) second,
to the
Supplemental Interest Account for payment to the Swap Counterparty, the Group
I
Net Swap Payment, provided a Swap Default has not occurred and is not
continuing, and any unpaid Group I Swap Termination Payment (including any
amount not paid on prior Distribution Dates) (unless the Swap Counterparty
is
the Defaulting Party or the sole Affected Party (each, as defined in the Swap
Agreement)), as applicable, remaining unpaid after giving effect to the
distribution of the Group I Interest Remittance Amount, the Group II Interest
Remittance Amount and the Group I Principal Distribution Amount for such
Distribution Date;
123
(C) third,
to the
Final Maturity Reserve Account, the Group II Final Maturity Reserve Amount,
if
any, remaining unpaid after giving effect to the distribution of the Group
I
Interest Remittance Amount and the Group II Interest Remittance Amount for
such
Distribution Date;
(D) fourth,
to the
Final Maturity Reserve Account, the Group I Final Maturity Reserve Amount,
if
any, remaining unpaid after giving effect to the distribution of the Group
I
Interest Remittance Amount, the Group II Interest Remittance Amount and the
Group I Principal Distribution Amount for such Distribution Date;
(E) fifth,
to the
Group II Senior Certificates (allocated among the Group II Senior Certificates
in the priority described in Section 4.01(b)(v)) until the Certificate Principal
Balances thereof have been reduced to zero; and
(F) sixth,
to the
Class I-A Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero.
(iii) the
sum of any
Group I Principal Distribution Amount and Group II Principal
Distribution Amount remaining undistributed following the distributions pursuant
to Sections 4.01(b)(i) and (ii) shall be distributed in the following order
of
priority:
first,
to the
Class M-1 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero;
second,
to the
Class M-2 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero;
third,
to the
Class M-3 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero;
fourth,
to the
Class M-4 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero;
fifth,
to the
Class M-5 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero;
sixth,
to the
Class M-6 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero;
seventh,
to the
Class M-7 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero;
124
eighth,
to the
Class M-8 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero;
ninth,
to the
Class M-9 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero;
tenth,
to the
Class M-10 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero; and
eleventh,
to the
Class B Certificates, until the Certificate Principal Balance thereof has been
reduced to zero.
(iv) Any
principal remaining undistributed pursuant to
Sections 4.01(b)(i), (ii) and (iii) above shall be used in determining the
amount of Net Monthly Excess Cashflow, if any, for such Distribution Date.
(v) With
respect to the Group II Senior Certificates, all principal distributions will
be
allocated sequentially, to the Class II-A1 Certificates, the Class II-A2
Certificates, the Class II-A3 Certificates and the Class II-A4 Certificates,
in
each case, until their Certificate Principal Balances have been reduced to
zero,
with the exception that beginning on the first Distribution Date on or after
which the Certificate Principal Balances of the Mezzanine Certificates and
the
Class B Certificates have been reduced to zero and the Net Monthly Excess
Cashflow and Overcollateralized Amount for such Distribution Date are
insufficient to cover Realized Losses on the Group II Mortgage Loans, principal
distributions among the Group II Senior Certificates will be allocated,
pro
rata,
based
on their Certificate Principal Balances, in each case, until their Certificate
Principal Balances have been reduced to zero.
(c) On
each Distribution Date (a) on or after the Stepdown Date and (b) on
which a Trigger Event is not in effect, the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates shall be entitled to receive
distributions in respect of principal to the extent of the Group I
Principal Distribution Amount and the Group II Principal Distribution
Amount in the following amounts and order of priority:
(i) the
Group I Principal Distribution Amount will be distributed as follows:
(A) first,
to the
Supplemental Interest Account for payment to the Swap Counterparty, the Group
I
Net Swap Payment, provided a Swap Default has not occurred and is not
continuing, and any unpaid Group I Swap Termination Payment (including any
amount not paid on prior Distribution Dates) (unless the Swap Counterparty
is
the Defaulting Party or the sole Affected Party (each, as defined in the Swap
Agreement)), as applicable, remaining unpaid after giving effect to the
distribution of the Group I Interest Remittance Amount and the Group II Interest
Remittance Amount for such Distribution Date;
125
(B) second,
to the
Supplemental Interest Account for payment to the Swap Counterparty, the Group
II
Net Swap Payment, provided a Swap Default has not occurred and is not
continuing, and any unpaid Group II Swap Termination Payment (including any
amount not paid on prior Distribution Dates) (unless the Swap Counterparty
is
the Defaulting Party or the sole Affected Party (each, as defined in the Swap
Agreement)), as applicable, remaining unpaid after giving effect to the
distribution of the Group I Interest Remittance Amount, the Group II Interest
Remittance Amount and the Group II Principal Distribution Amount for such
Distribution Date;
(C) third,
to the
Final Maturity Reserve Account, the Group I Final Maturity Reserve Amount,
if
any, remaining unpaid after giving effect to the distribution of the Group
I
Interest Remittance Amount and the Group II Interest Remittance Amount for
such
Distribution Date;
(D) fourth,
to the
Final Maturity Reserve Account, the Group II Final Maturity Reserve Amount,
if
any, remaining unpaid after giving effect to the distribution of the Group
I
Interest Remittance Amount, the Group II Interest Remittance Amount and the
Group II Principal Distribution Amount for such Distribution Date;
(E)
fifth,
to the
Class I-A Certificates, the Group I Senior Principal Distribution Amount, until
the Certificate Principal Balance thereof has been reduced to zero; and
(F) sixth,
to the
Group II Senior Certificates, the Group II Senior Principal Distribution Amount,
to the extent not paid pursuant to Section 4.01(c)(ii)(E) (allocated among
the
Group II Senior Certificates in the priority described in Section 4.01(c)(v)),
until the Certificate Principal Balances thereof have been reduced to zero.
(ii) the
Group II Principal Distribution Amount will be distributed as follows:
(A) first,
to the
Supplemental Interest Account for payment to the Swap Counterparty, the Group
II
Net Swap Payment, provided a Swap Default has not occurred and is not
continuing, and any unpaid Group II Swap Termination Payment (including any
amount not paid on prior Distribution Dates) (unless the Swap Counterparty
is
the Defaulting Party or the sole Affected Party (each, as defined in the Swap
Agreement)), as applicable, remaining unpaid after giving effect to the
distribution of the Group I Interest Remittance Amount and the Group II Interest
Remittance Amount for such Distribution Date;
(B) second,
to the
Supplemental Interest Account for payment to the Swap Counterparty, the Group
I
Net Swap Payment, provided a Swap Default has not occurred and is not
continuing, and any unpaid Group I Swap Termination Payment (including any
amount not paid on prior Distribution Dates) (unless the Swap Counterparty
is
the Defaulting Party or the sole Affected Party (each, as defined in the Swap
Agreement)), as applicable, remaining unpaid after giving effect to the
distribution of the Group I Interest Remittance Amount, the Group II Interest
Remittance Amount and the Group I Principal Distribution Amount for such
Distribution Date;
126
(C) third,
to the
Final Maturity Reserve Account, the Group II Final Maturity Reserve Amount,
if
any, remaining unpaid after giving effect to the distribution of the Group
I
Interest Remittance Amount and the Group II Interest Remittance Amount for
such
Distribution Date;
(D) fourth,
to the
Final Maturity Reserve Account, the Group I Final Maturity Reserve Amount,
if
any, remaining unpaid after giving effect to the distribution of the Group
I
Interest Remittance Amount, the Group II Interest Remittance Amount and the
Group I Principal Distribution Amount for such Distribution Date;
(E) fifth,
to the
Group II Senior Certificates, the Group II Senior Principal Distribution Amount
(allocated among the Group II Senior Certificates in the priority described
in
Section 4.01(c)(v)), until the Certificate Principal Balances thereof have
been
reduced to zero; and
(F) sixth,
to the
Class I-A Certificates, the Group I Senior Principal Distribution Amount, to
the
extent not paid pursuant to Section 4.01(c)(i)(E), until the Certificate
Principal Balance thereof has been reduced to zero.
(iii) the
sum
of any Group I Principal Distribution Amount and Group II Principal
Distribution Amount remaining undistributed following the distribution pursuant
to Sections 4.01(c)(i) and (ii) shall be distributed in the following order
of
priority:
first,
to the
Class M-1 Certificates, the Class M-1 Principal Distribution Amount, until
the
Certificate Principal Balance thereof has been reduced to zero;
second,
to the
Class M-2 Certificates, the Class M-2 Principal Distribution Amount, until
the
Certificate Principal Balance thereof has been reduced to zero;
third,
to the
Class M-3 Certificates, the Class M-3 Principal Distribution Amount, until
the
Certificate Principal Balance thereof has been reduced to zero;
127
fourth,
to the
Class M-4 Certificates, the Class M-4 Principal Distribution Amount, until
the
Certificate Principal Balance thereof has been reduced to zero;
fifth,
to the
Class M-5 Certificates, the Class M-5 Principal Distribution Amount, until
the
Certificate Principal Balance thereof has been reduced to zero;
sixth,
to the
Class M-6 Certificates, the Class M-6 Principal Distribution Amount, until
the
Certificate Principal Balance thereof has been reduced to zero;
seventh,
to the
Class M-7 Certificates, the Class M-7 Principal Distribution Amount, until
the
Certificate Principal Balance thereof has been reduced to zero;
eighth,
to the
Class M-8 Certificates, the Class M-8 Principal Distribution Amount, until
the
Certificate Principal Balance thereof has been reduced to zero;
ninth,
to the
Class M-9 Certificates, the Class M-9 Principal Distribution Amount, until
the
Certificate Principal Balance thereof has been reduced to zero;
tenth,
to the
Class M-10 Certificates, the Class M-10 Principal Distribution Amount, until
the
Certificate Principal Balance thereof has been reduced to zero; and
eleventh,
to the
Class B Certificates, the Class B Principal Distribution Amount, until the
Certificate Principal Balance thereof has been reduced to zero.
(iv) Any
principal remaining undistributed following distributions pursuant to Sections
4.01(c)(i),
(ii) and (iii) shall be used in determining the amount of Net Monthly Excess
Cashflow, if any, for such Distribution Date.
(v) With
respect to the Group II Senior Certificates, all principal distributions will
be
allocated sequentially, to the Class II-A1 Certificates, the Class II-A2
Certificates, the Class II-A3 Certificates and the Class II-A4 Certificates,
in
each case, until their Certificate Principal Balances have been reduced to
zero,
with the exception that beginning on the first Distribution Date on or after
which the Certificate Principal Balances of the Mezzanine Certificates and
the
Class B Certificates have been reduced to zero and the Net Monthly Excess
Cashflow and Overcollateralized Amount for such Distribution Date are
insufficient to cover realized losses on the Group II Mortgage Loans, principal
distributions among the Group II Senior Certificates will be allocated, pro
rata, based on their Certificate Principal Balances, in each case, until their
Certificate Principal Balances have been reduced to zero.
128
(d) (i) On
each Distribution Date, the Trustee shall distribute any Net Monthly Excess
Cashflow in the following order of priority, in each case to the extent of
the
Net Monthly Excess Cashflow remaining undistributed:
(a) to
the Class or Classes of Certificates then entitled to receive distributions
in
respect of principal, in an amount equal to the sum of any Extra Principal
Distribution Amount and the Remaining Principal Distribution Amount for such
Distribution Date, payable to such Class or Classes of Certificates as part
of
the Group I Principal Distribution Amount or the Group II Principal Distribution
Amount, as applicable, pursuant to Section 4.01(b) or Section 4.01(c)
above, as applicable;
(b) concurrently,
to the
Class A Certificates, in an amount equal to the Unpaid Interest Shortfall
Amount, if any, for such Classes for such Distribution Date to the extent
remaining unpaid after distribution of the Group I Interest Remittance
Amount and the Group II Interest Remittance Amount on such Distribution
Date, allocated among such classes, pro
rata,
based
on their respective entitlements;
(c) to
the Class M-1 Certificates, in an amount equal to the Unpaid Interest Shortfall
Amount, if any, for such Class for such Distribution Date;
(d) to
the Class M-1 Certificates, in an amount equal to the Allocated Realized Loss
Amount, if any, for such Class for such Distribution Date;
(e) to
the Class M-2 Certificates, in an amount equal to the Unpaid Interest Shortfall
Amount, if any, for such Class for such Distribution Date;
(f) to
the Class M-2 Certificates, in an amount equal to the Allocated Realized Loss
Amount, if any, for such Class for such Distribution Date;
(g) to
the Class M-3 Certificates, in an amount equal to the Unpaid Interest Shortfall
Amount, if any, for such Class for such Distribution Date;
(h) to
the Class M-3 Certificates, in an amount equal to the Allocated Realized Loss
Amount, if any, for such Class for such Distribution Date;
(i) to
the Class M-4 Certificates, in an amount equal to the Unpaid Interest Shortfall
Amount, if any, for such Class for such Distribution Date;
129
(j) to
the Class M-4 Certificates, in an amount equal to the Allocated Realized Loss
Amount, if any, for such Class for such Distribution Date;
(k) to
the Class M-5 Certificates, in an amount equal to the Unpaid Interest Shortfall
Amount, if any, for such Class for such Distribution Date;
(l) to
the Class M-5 Certificates, in an amount equal to the Allocated Realized Loss
Amount, if any, for such Class for such Distribution Date;
(m) to
the Class M-6 Certificates, in an amount equal to the Unpaid Interest Shortfall
Amount, if any, for such Class for such Distribution Date;
(n) to
the Class M-6 Certificates, in an amount equal to the Allocated Realized Loss
Amount, if any, for such Class for such Distribution Date;
(o) to
the Class M-7 Certificates, in an amount equal to the Unpaid Interest Shortfall
Amount, if any, for such Class for such Distribution Date;
(p) to
the Class M-7 Certificates, in an amount equal to the Allocated Realized Loss
Amount, if any, for such Class for such Distribution Date;
(q)
to the Class
M-8 Certificates, in an amount equal to the Unpaid Interest Shortfall Amount,
if
any, for such Class for such Distribution Date;
(r) to
the Class M-8 Certificates, in an amount equal to the Allocated Realized Loss
Amount, if any, for such Class for such Distribution Date;
(s) to
the Class M-9 Certificates, in an amount equal to the Unpaid Interest Shortfall
Amount, if any, for such Class for such Distribution Date;
(t) to
the Class M-9 Certificates, in an amount equal to the Allocated Realized Loss
Amount, if any, for such Class for such Distribution Date;
(u) to
the Class M-10 Certificates, in an amount equal to the Unpaid Interest Shortfall
Amount, if any, for such Class for such Distribution Date;
130
(v) to
the Class M-10 Certificates, in an amount equal to the Allocated Realized Loss
Amount, if any, for such Class for such Distribution Date;
(w) to
the Class B Certificates, in an amount equal to the Unpaid Interest Shortfall
Amount, if any, for such Class for such Distribution Date;
(x) to
the Class B Certificates, in an amount equal to the Allocated Realized Loss
Amount, if any, for such Class for such Distribution Date;
(y) to
the Reserve Fund, the amount equal to the difference between any Net WAC Rate
Carryover Amounts with respect to the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates for such Distribution Date and any
amounts deposited in the Reserve Fund pursuant to this Section 4.01(d)(i)(y)
that were not distributed on prior Distribution Dates;
(z) to
the Supplemental Interest Account, for payment to the Swap Counterparty, any
unpaid Swap Termination Payment payable by the Trust (including any amount
remaining unpaid from prior Distribution Dates) (only if the Swap Counterparty
is the Defaulting Party or the sole Affected Party (each as defined in the
Swap
Agreement));
(aa) if
such Distribution Date follows the Prepayment Period during which occurs the
latest date on which a Prepayment Charge may be required to be paid in respect
of any Mortgage Loans, to REMIC PX, as holder of the Class P Interest, in
reduction of the Uncertificated Principal Balance thereof, until the
Uncertificated Principal Balance thereof is reduced to zero;
(bb) to
REMIC CX, as holder of the Class C Interest, the sum of (A) the Monthly
Interest Distributable Amount for the Class C Interest, plus (B) until the
Uncertificated Principal Balance of the Class C Interest is reduced to zero,
any
Overcollateralization Release Amount for such Distribution Date, plus (C) until
the Uncertificated Principal Balance of the Class C Interest is reduced to
zero,
on any Distribution Date on which the Certificate Principal Balances of the
Class A Certificates and the Mezzanine Certificates and the Class B Certificates
has been reduced to zero, any remaining amounts for such Distribution Date
(in
both cases, net of such portion of amounts payable pursuant to this Section
4.01(d)(i)(bb) that were paid pursuant to Section 4.01(d)(i)(y) above);
and
(cc) any
remaining amounts to the Class R Certificates (in respect of the appropriate
Class R-3 Interest).
131
(ii) On
each Distribution Date, after making the distributions of the Available Funds
as
provided in this Section 4.01 (except pursuant to Section 4.01(d)(iii)), the
Trustee shall withdraw from the Reserve Fund the amounts on deposit therein
and
shall distribute such amounts in the following order of priority: first,
concurrently, to the Class A Certificates, up to the amount of the related
Net
WAC Rate Carryover Amount, allocated among the Class A Certificates,
pro
rata,
based
on their respective Net WAC Rate Carryover Amounts; then, to the Mezzanine
Certificates and the Class B Certificates, up to the amount of the related
Net
WAC Rate Carryover Amount, in the following order of priority: first
to
the
Class M-1 Certificates, second
to
the
Class M-2 Certificates, third
to
the
Class M-3 Certificates, fourth
to
the
Class M-4 Certificates, fifth
to
the
Class M-5 Certificates, sixth
to
the
Class M-6 Certificates, seventh
to
the
Class M-7 Certificates, eighth
to
the
Class M-8 Certificates, ninth
to the
Class M-9 Certificates, tenth
to the
Class M-10 Certificates, and eleventh
to the
Class B Certificates, in each case to the extent of such amounts remaining
in
the Reserve Fund.
On
the
Distribution Date on which the Certificate Principal Balance of the Class A
Certificates, the Mezzanine Certificates and the Class B Certificates has been
reduced to zero, after making all other distributions on such Distribution
Date
(including to the Class A Certificates, the Mezzanine Certificates and the
Class
B Certificates out of the Reserve Fund), the Trustee shall distribute all
remaining amounts in the Reserve Fund to the Class C Certificates.
(iii)
On the earlier
of the Distribution Date in March 2036 and the termination of the Trust after
giving effect to all other distributions pursuant to this Section 4.01, the
Trustee shall withdraw from the Final Maturity Reserve Account funds on deposit
therein and shall distribute such amounts in the following order of
priority:
(a) concurrently,
to the Class A Certificates, in reduction of their respective Certificate
Principal Balances, pro
rata,
based
on their Certificate Principal Balances, until the Certificate Principal
Balances thereof have been reduced to zero;
(b) to
the Mezzanine Certificates and the Class B Certificates, in reduction of their
respective Certificate Principal Balances, in the following order of priority:
first
to the
Class M-1 Certificates, second
to the
Class M-2 Certificates, third
to the
Class M-3 Certificates, fourth
to the
Class M-4 Certificates, fifth
to the
Class M-5 Certificates, sixth
to the
Class M-6 Certificates, seventh
to the
Class M-7 Certificates, eighth
to the
Class M-8 Certificates, ninth
to the
Class M-9 Certificates, tenth
to the
Class M-10 Certificates and eleventh
to the
Class B Certificates, in each case until the Certificate Principal Balances
thereof have been reduced to zero;
132
(c) concurrently,
to the Class A Certificates, up to the amount of the related Monthly Interest
Distributable Amount and any Unpaid Interest Shortfall Amount for such Classes
remaining unpaid after giving effect to all other distributions pursuant to
this
Section 4.01, in each case allocated among the Class A Certificates,
pro
rata,
based
on their Monthly Interest Distributable Amounts and any Unpaid Interest
Shortfall Amounts;
(d) to
the Mezzanine Certificates and the Class B Certificates, up to the amount of
the
related Monthly Interest Distributable Amount for such Classes remaining unpaid
after giving effect to all other distributions pursuant to this Section 4.01,
allocated among the Mezzanine Certificates and the Class B Certificates in
the
following order of priority: first
to the
Class M-1 Certificates, second
to the
Class M-2 Certificates, third
to the
Class M-3 Certificates, fourth
to the
Class M-4 Certificates, fifth
to the
Class M-5 Certificates, sixth
to the
Class M-6 Certificates, seventh
to the
Class M-7 Certificates, eighth
to the
Class M-8 Certificates, ninth
to the
Class M-9 Certificates, tenth
to the
Class M-10 Certificates and eleventh
to the
Class B Certificates;
(e) to
the Mezzanine Certificates and the Class B Certificates, up to the amount of
any
related Unpaid Interest Shortfall Amount for such Classes remaining unpaid
after
giving effect to all other distributions pursuant to this Section 4.01,
allocated among the Mezzanine Certificates and the Class B Certificates in
the
following order of priority: first
to the
Class M-1 Certificates, second
to
the
Class M-2 Certificates, third
to
the
Class M-3 Certificates, fourth
to
the
Class M-4 Certificates, fifth
to
the
Class M-5 Certificates, sixth
to
the
Class M-6 Certificates, seventh
to
the
Class M-7 Certificates, eighth
to
the
Class M-8 Certificates, ninth
to
the
Class M-9 Certificates, tenth
to
the
Class M-10 Certificates and eleventh
to
the
Class B Certificates;
(f) concurrently,
to the Class A Certificates, up to the amount of the related Net WAC Rate
Carryover Amount remaining unpaid after giving effect to all other distributions
pursuant to this Section 4.01, allocated among the Class A Certificates,
pro
rata,
based
on their unpaid Net WAC Rate Carryover Amounts;
(g) to
the Mezzanine Certificates and the Class B Certificates, up to the amount of
the
related Net WAC Rate Carryover Amount remaining unpaid after giving effect
to
all other distributions pursuant to this Section 4.01, in the following order
of
priority: first
to
the
Class M-1 Certificates, second
to
the
Class M-2 Certificates, third
to
the
Class M-3 Certificates, fourth
to
the
Class M-4 Certificates, fifth
to
the
Class M-5 Certificates, sixth
to
the
Class M-6 Certificates, seventh
to
the
Class M-7 Certificates, eighth
to
the
Class M-8 Certificates, ninth
to the
Class M-9 Certificates, tenth
to the
Class M-10 Certificates and eleventh
to the
Class B Certificates;
133
(h) to
the Mezzanine Certificates and the Class B Certificates, up to the amount of
the
related Allocated Realized Loss Amount remaining unpaid after giving effect
to
all other distributions pursuant to this Section 4.01, in the following order
of
priority: first
to
the
Class M-1 Certificates, second
to
the
Class M-2 Certificates, third
to
the
Class M-3 Certificates, fourth
to
the
Class M-4 Certificates, fifth
to
the
Class M-5 Certificates, sixth
to
the
Class M-6 Certificates, seventh
to
the
Class M-7 Certificates, eighth
to
the
Class M-8 Certificates, ninth
to the
Class M-9 Certificates, tenth
to the
Class M-10 Certificates and eleventh
to the
Class B Certificates;
(i) to
the Supplemental Interest Account, for payment to the Swap Counterparty, any
unpaid Swap Termination Payment payable by the Trust (including any amount
remaining unpaid from prior Distribution Dates) (only if the Swap Counterparty
is the Defaulting Party or the sole Affected Party (each as defined in the
Swap
Agreement)) to the extent not paid with Net Monthly Excess Cashflow on such
Distribution Date; and
(j) to
the Class C Certificates, any remaining amount.
Amounts
on deposit in the Final Maturity Reserve Account shall be deemed to be
distributed first from amounts received from the Supplemental Interest Account,
if any, and then from all other amounts. On the Distribution Date on which
the
funds are distributed from the Final Maturity Reserve Account pursuant to this
Section 4.01(d)(iii), after making all distributions pursuant to this Section
4.01(d)(iii) (other than pursuant to Section 4.01(d)(iii)(j)), the Trustee
shall
distribute to itself all amounts remaining in the Final Maturity Reserve Account
that were deposited therein from the Supplemental Interest Account and shall
distribute all other amounts remaining in the Final Maturity Reserve Account
pursuant to Section 4.01(d)(iii)(j).
(iv) On
each Distribution Date, the Trustee shall withdraw from the Supplemental
Interest Account the amounts equal to the Net Swap Payment and the Swap
Termination Payment payable by the Trust that are required to be deposited
in
the Supplemental Interest Account pursuant to this Section 4.01 with respect
to
such Distribution Date and shall distribute such amounts to the Swap
Counterparty on such Distribution Date. On each Distribution Date, the Trustee
shall withdraw from the Supplemental Interest Account the Net Counterparty
Payment and the Swap Termination Payment payable by the Swap Counterparty and
received by the Trustee from the Swap Counterparty and deposited in the
Supplemental Interest Account and shall distribute such amounts as follows
(provided the Swap Termination Payment shall be distributed as provided in
Section 3.30(c)):
(a) first,
for
payment to the Swap Counterparty, any unpaid Swap Termination Payment payable
by
the Trust, including any amount remaining unpaid from prior Distribution Dates
(unless the Swap Counterparty is the Defaulting Party or the sole Affected
Party
(each, as defined in the Swap Agreement)); and
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(b) second,
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(A)
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if
the NIM Notes are outstanding, for payment in the amounts and in
accordance with priorities (a) through (bb) of Section 4.01(d)(i)
to the
extent not paid with Net Monthly Excess Cashflow on such Distribution
Date; provided the amount distributable to the Class C Certificates
pursuant to Section 4.01(d)(i)(bb) shall be equal to the lesser of
(I) the
amount remaining after distribution of the amount in the Supplemental
Interest Account pursuant to Sections 4.01(d)(i)(a) through (aa)
on such
Distribution Date and (II) the Class C NIM Payment Amount for such
Distribution Date; or
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(B)
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if
the NIM Notes are not outstanding, for payment in the amounts and
in
accordance with priorities (a) through (aa) of Section 4.01(d)(i)
to the
extent not paid with Net Monthly Excess Cashflow on such Distribution
Date.
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Any
amounts in the Supplemental Interest Account received from the Swap Counterparty
and not distributed on a Distribution Date after payments pursuant to Section
4.01(d)(iv)(b)(B) will remain in the Supplemental Interest Account and be
distributed pursuant to Section 4.01(d)(iv)(b)(B) on the next Distribution
Date.
On the Distribution Date on which the Certificate Principal Balance of the
Class
A Certificates, the Mezzanine Certificates and the Class B Certificates has
been
reduced to zero, after making all other distributions on such Distribution
Date
(including to the Class A Certificates, the Mezzanine Certificates and the
Class
B Certificates out of the Supplemental Interest Account), the Trustee shall
distribute all remaining amounts in the Supplemental Interest Account to
itself.
(v) On
each Distribution Date, all amounts representing Prepayment Charges in respect
of the Mortgage Loans received during the related Prepayment Period shall be
withdrawn from the Distribution Account and distributed by the Trustee to the
Class P Interest, and shall not be available for distribution to any other
Class
of Certificates. On each Distribution Date, all amounts representing any Master
Servicer Prepayment Charge Payment Amounts paid by or collected by the Master
Servicer during the related Prepayment Period shall be withdrawn from the
Distribution Account and distributed by the Trustee to the Class P Interest,
and
shall not be available for distribution to any other Class of Certificates.
The
payment of the foregoing amounts in respect of such Regular Interests shall
not
reduce the Uncertificated Principal Balance thereof.
(e) Without
limiting the provisions of Section 9.01(b), by acceptance of the Class R
Certificates the Holders of the Class R Certificates agree, and it is the
understanding of the parties hereto, to pledge their rights to receive any
amounts otherwise distributable to the Holders of the Class R Certificates
(and
such rights are hereby assigned and transferred) to the Holders of the Class
C
Certificates to be paid to the Holders of the Class C Certificates. By
acceptance of the Class R Certificates, the Holders of the Class R Certificates
direct the Trustee to pay any amounts due to the Holders of the Class R
Certificates on the first Distribution Date to the Holders of the Class C
Certificates.
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(f) 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 this
Section 4.01 or Section 9.01 respecting the final distribution on such
Class), based on the aggregate Percentage Interest represented by their
respective Certificates, and shall be made by wire transfer of immediately
available funds to the account of any such Holder at a bank or other entity
having appropriate facilities therefor, if such Holder shall have so notified
the Trustee in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of
Certificates having an initial aggregate Certificate Principal Balance or
Notional Amount that is in excess of the lesser of (i) $5,000,000 or
(ii) two-thirds of the Original Class Certificate Principal Balance or
Original Class Notional Amount 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 shall be made
in like manner, but only upon presentment and surrender of such Certificate
at
the Corporate Trust Office of the Trustee 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, which shall credit the amount of such distribution to the accounts
of its Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution
to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. All such credits and disbursements
with respect to a Book-Entry Certificate are to be made by the Depository and
the Depository Participants in accordance with the provisions of the
Certificates. None of the Trustee, the Depositor, the Master Servicer or the
Seller shall have any responsibility therefor except as otherwise provided
by
applicable law.
(g) 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 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.
(h) Except
as otherwise provided in Section 9.01, whenever the Trustee expects that
the final distribution with respect to any Class of Certificates shall be made
on the next Distribution Date, the Trustee shall, no later than three (3) days
before the related Distribution Date, mail to the NIMS Insurer and each Holder
on such date of such Class of Certificates a notice to the effect
that:
(i) the
Trustee expects that the final distribution with respect to such Class of
Certificates will be made on such Distribution Date but only upon presentation
and surrender of such Certificates at the office of the Trustee therein
specified, and
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(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
Trustee and credited to the account of the appropriate non-tendering Holder
or
Holders. If any Certificates as to which notice has been given pursuant to
this
Section 4.01(h) shall not have been surrendered for cancellation within six
months after the time specified in such notice, the Trustee shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their
Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Trustee
shall, directly or through an agent, mail a final notice to 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 Trustee
shall
pay to Greenwich Capital Markets, Inc. and WaMu Capital Corp., equally, 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 Trustee as a result of
such
Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 4.01(h).
(i) Notwithstanding
anything to the contrary herein, (i) in no event shall the Certificate
Principal Balance of a Mezzanine Certificate be reduced more than once in
respect of any particular amount both (a) allocated to such Certificate in
respect of Realized Losses pursuant to Section 4.06 and
(b) distributed to such Certificate in reduction of the Certificate
Principal Balance thereof pursuant to this Section 4.01, and (ii) in
no event shall the Uncertificated Principal Balance of a REMIC Regular Interest
be reduced more than once in respect of any particular amount both
(a) allocated to such REMIC Regular Interest in respect of Realized Losses
pursuant to Section 4.06 and (b) distributed on such REMIC Regular
Interest in reduction of the Uncertificated Principal Balance thereof pursuant
to Section 4.05.
(j) Any
amounts distributed to REMIC CX on any Distribution Date in respect of the
Class C Interest under Section 4.01(d)(i) shall, on such Distribution Date,
be
distributed by REMIC CX to the Holders of the Class C Certificates. Any
amounts remaining in REMIC CX shall be distributed to the Holders of the Class
R-CX Certificates in respect of the Class R-CX Interest. Any amounts distributed
to REMIC PX on any Distribution Date in respect of the Class P Interest shall,
on such Distribution Date, be distributed by REMIC PX to the Holders of the
Class P Certificates. Any amounts remaining in REMIC PX shall be distributed
to
the Holders of the Class R-PX Certificates in respect of the Class R-PX
Interest. Any amounts distributed to REMIC SwapX on any Distribution Date
in respect of the Class Swap IO Interest under Section 4.01(d)(i) shall, on
such
Distribution Date, be distributed by REMIC CX to the Holders of the Class C
Certificates. Any amounts remaining in REMIC CX shall be distributed to the
Holders of the Class R-CX Certificates in respect of the Class R-CX Interest.
For the avoidance of doubt, the provisions of Sections 4.01(f), 4.01(g) and
4.01(h) shall apply to the Class C Certificates and the Class P
Certificates.
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(k) For
purposes of distributions pursuant to Section 4.01(d)(iv)(b) and for purposes
of
determining the Class C NIM Payment Amount, the Trustee shall use, and shall
be
entitled to rely on, the information provided to the Trustee by or on behalf
of
(i) the Holders of all of the Class C Certificates as to whether and when the
NIM Notes have been issued and outstanding and (ii) the indenture trustee under
the Indenture with respect to the amount necessary to pay in full the NIM Notes
as provided in the Indenture and to pay in full any amounts owed to the NIMS
Insurer as provided in the Indenture. The Trustee shall determine the Class
C
NIM Payment Amount for any Distribution Date using the most current information
with respect to such amounts available to the Trustee on such Distribution
Date.
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Section
4.02
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Preference
Claims.
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The
Trustee shall promptly notify the NIMS Insurer of any proceeding or the
institution of any action, of which a Responsible Officer of the Trustee has
actual knowledge, seeking the avoidance as a preferential transfer under
applicable bankruptcy, insolvency, receivership or similar law (a “Preference
Claim”) of any distribution made with respect to the Class C Certificates or the
Class P Certificates. Each Holder of the Class C Certificates or the Class
P
Certificates, by its purchase of such Certificates, the Master Servicer and
the
Trustee hereby agree that the NIMS Insurer may at any time during the
continuation of any proceeding relating to a Preference Claim direct all matters
relating to such Preference Claim, including, without limitation, (i) the
direction of any appeal of any order relating to such Preference Claim and
(ii) the posting of any surety, supersedeas or performance bond pending any
such appeal. In addition and without limitation of the foregoing, the NIMS
Insurer shall be subrogated to the rights of the Master Servicer, the Trustee
and each Holder of the Class C Certificates and the Class P Certificates in
the
conduct of any such Preference Claim, including, without limitation, all rights
of any party to an adversary proceeding action with respect to any court order
issued in connection with any such Preference Claim; provided, however, that
the
NIMS Insurer will not have any rights with respect to any Preference Claim
set
forth in this paragraph unless the Trustee, as indenture trustee or indenture
administrator with respect to the Insured NIM Notes or the holder of any Insured
NIM Notes has been required to relinquish a distribution made on the Class
C
Certificates, the Class P Certificates or the Insured NIM Notes, as applicable,
and the NIMS Insurer made a payment in respect of such relinquished
amount.
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Section
4.03
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Statements.
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(a) On
each Distribution Date, the Trustee shall prepare and make available to each
Holder of the Regular Certificates, the Master Servicer, the NIMS Insurer,
the
indenture trustee under the Indenture and the Rating Agencies a statement by
electronic medium (as set forth in the penultimate paragraph of this Section
4.03(a)), based on information provided to the Trustee by the Master Servicer
or
the Swap Counterparty, as to the distributions made on such Distribution
Date:
(i) the
record dates, the accrual period, the determination date and the distribution
date;
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(ii) the
amount of the distribution made on such Distribution Date to the Holders of
each
Class of Regular Certificates, separately identified, allocable to principal
and
the amount of the distribution made to the Holders of the Class P Certificates
allocable to Prepayment Charges and Master 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 and the Pass-Through Rates, separately identified;
(iv) the
Overcollateralized Amount, the Overcollateralization Release Amount, the
Overcollateralization Deficiency Amount and the Overcollateralization Target
Amount as of such Distribution Date and the Excess Overcollateralized Amount
for
the Mortgage Pool for such Distribution Date;
(v) by
Loan Group and in the aggregate amount of servicing compensation received by
the
Master Servicer with respect to the related Due Period and such other customary
information as the Trustee deems necessary or desirable, or which a
Certificateholder reasonably requests, to enable Certificateholders to prepare
their tax returns;
(vi) the
Group I Interest Remittance Amount and the Group II Interest Remittance Amount
and the Group I Principal Remittance Amount and the Group II Principal
Remittance Amount for such Distribution Date;
(vii) the
aggregate amount of Advances and Servicing Advances for the related Due Period,
the amount of unrecovered Advances and Servicing Advances (after giving effect
to Advances and Servicing Advances made on the Distribution Date) outstanding
and the amount of Nonrecoverable Advances and Servicing Advances for such
Distribution Date;
(viii) the
number and aggregate Stated Principal Balance of the Group I Mortgage Loans,
the
Group II Mortgage Loans and all Mortgage Loans at the Close of Business at
the
end of the related Due Period and at the beginning of 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
Determination Date;
(x) by
Loan Group and in the aggregate, the number and aggregate unpaid principal
balance of Mortgage Loans (a) delinquent 30-59 days, (b) delinquent
60-89 days, (c) delinquent 90-119 days and (d) 120 or more days in
each case, as of the last day of the preceding calendar month provided, however
that any aggregate unpaid principal balance of Mortgage Loans shall be reported
as of the last day of the related Due Period, (d) as to which foreclosure
proceedings have been commenced and (e) with respect to which the related
Mortgagor has filed for protection under applicable bankruptcy laws, with
respect to whom bankruptcy proceedings are pending or with respect to whom
bankruptcy protection is in force;
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(xi) with
respect to any Mortgage Loan that became an REO Property during the preceding
Prepayment Period, the unpaid principal balance and the Principal Balance of
such Mortgage Loan as of the date it became an REO Property;
(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) by
Loan Group and in the aggregate, the aggregate amount of Principal Prepayments
made during the related Prepayment Period;
(xiv) by
Loan Group and in the aggregate, the aggregate amount of principal and interest
Realized Losses incurred during the related Prepayment Period and the cumulative
amount of principal and interest Realized Losses;
(xv) the
aggregate amount of Extraordinary Trust Fund expenses withdrawn from the
Collection Account or the Distribution Account for such Distribution
Date;
(xvi) the
Certificate Principal Balance of the Class A Certificates, the Mezzanine
Certificates, the Class B Certificates and the Class C Certificates, before
and
after giving effect to the distributions made on such Distribution Date, and
the
Notional Amount of the Class C Certificates, after giving effect to the
distributions made on such Distribution Date;
(xvii) the
Monthly Interest Distributable Amount in respect of the Class A Certificates,
the Mezzanine Certificates, the Class B Certificates and the Class C
Certificates for such Distribution Date and the Unpaid Interest Shortfall
Amount, if any, with respect to the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates for such Distribution
Date;
(xviii) by
Loan Group and in the aggregate, the aggregate amount of any Net Prepayment
Interest Shortfalls for such Distribution Date, to the extent not covered by
payments by the Master Servicer pursuant to Section 3.24, and the aggregate
amount of any Relief Act Interest Shortfalls for such Distribution
Date;
(xix) the
Credit Enhancement Percentage for such Distribution Date;
(xx) the
related Net WAC Rate Carryover Amount for the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates, if any, for such
Distribution Date and the amount remaining unpaid after reimbursements therefor
on such Distribution Date;
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(xxi) the
Trustee Fee, the Master Servicer Fee and the PMI Insurer Fee on such
Distribution Date;
(xxii) whether
a Stepdown Date or a Trigger Event has occurred;
(xxiii) the
Available Funds;
(xxiv) the
respective Pass-Through Rates applicable to the Class A Certificates, the
Mezzanine Certificates, the Class B Certificates and the Class C Certificates
for such Distribution Date and the Pass-Through Rate applicable to the Class
A
Certificates, the Mezzanine Certificates and the Class B Certificates for the
immediately succeeding Distribution Date;
(xxv) by
Loan Group and in the aggregate, the Principal Balance of Mortgage Loans
repurchased by the Seller;
(xxvi) any
other information that is required by the Code and regulations thereunder to
be
made available to Certificateholders;
(xxvii) the
amount on deposit in the Reserve Fund;
(xxviii) (A)
the dollar amount of payments received related to claims under the PMI Policy
during the related Prepayment Period (and the number of Mortgage Loans to which
such payments related), (B) the aggregate dollar amount of payments received
related to claims under the PMI Policy since the Cut-off Date (and the number
of
Mortgage Loans to which such payments related); and (C) the amount of coverage
remaining under the PMI Policy;
(xxix) (A)
the dollar amount of claims made under the PMI Policy that were denied during
the related Prepayment Period (and the number of Mortgage Loans to which such
denials related) and (B) the aggregate dollar amount of claims made under the
PMI Policy that were denied since the Cut-off Date (and the number of Mortgage
Loans to which such denials related);
(xxx) the
amount of Subsequent Recoveries and Gross Subsequent Recoveries for the related
Prepayment Period and the cumulative amount of Subsequent Recoveries and Gross
Subsequent Recoveries in the aggregate and for each of Loan Group I and Loan
Group II;
(xxxi) the
Group I Swap Payment, the Group II Swap Payment, the Swap Payment, the
Counterparty Payment, the Group I Net Swap Payment, the Group II Net Swap
Payment, the Net Swap Payment and the Net Counterparty Payment for such
Distribution Date; the Group I Swap Termination Payment paid on such
Distribution Date, the Group II Swap Termination Payment paid on such
Distribution Date, the Swap Termination Payment and the Swap Termination Payment
remaining unpaid from prior Distribution Dates, and in each case whether payable
by the Trust or by the Swap Counterparty; and any Counterparty Payments unpaid
from prior Distribution Dates; and
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(xxxii) the
Group I Final Maturity Reserve Amount, the Group II Final Maturity Reserve
Amount, the Aggregate Final Maturity Reserve Amount and the aggregate amount
on
deposit in the Final Maturity Reserve Account for such Distribution
Date.
The
Trustee shall make such statement (and, at its option, any additional files
containing the same information in an alternative format) available each month
to Certificateholders, the Master Servicer, the NIMS Insurer, the Swap
Counterparty and the Rating Agencies via the Trustee’s internet website. The
Trustee’s internet website shall initially be located at
xxxxx://xxx.xxx.xx.xxx/xxxx. Assistance in using the website can be obtained
by
calling the Trustee’s customer service desk at 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 Trustee shall have the right to change the way such
statements are distributed in order to make such distribution more convenient
and/or more accessible to the above parties and the Trustee shall provide timely
and adequate notification to all above parties regarding any such
changes.
In
the
case of information furnished pursuant to subclauses (i) through
(iii) above, the amounts shall be expressed in a separate section of
the report as a dollar amount for each Class for each $1,000 original dollar
amount as of the Closing Date.
(b) Within
a reasonable period of time after the end of each calendar year, the Trustee
shall, upon written request, furnish to each Person who at any time during
the
calendar year was a Certificateholder of a Regular Certificate, if requested
in
writing by such Person, such information as is reasonably necessary to provide
to such Person a statement containing the information set forth in subclauses
(i) through (ii) above, aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be prepared and furnished
by the Trustee to Certificateholders pursuant to any requirements of the Code
as
are in force from time to time.
(c) On
each Distribution Date, the Trustee shall forward to the Holders of the Residual
Certificates and the NIMS Insurer a copy of the reports forwarded to the Regular
Certificateholders in respect of such Distribution Date with such other
information as the Trustee deems necessary or appropriate.
(d) Within
a reasonable period of time after the end of each calendar year, the Trustee
shall deliver to each Person who at any time during the calendar year was a
Holder of a Residual Certificate, 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 Holder of a Residual Certificate. Such obligation of the
Trustee shall be deemed to have been satisfied to the extent that substantially
comparable information shall be prepared and furnished to Certificateholders
by
the Trustee pursuant to any requirements of the Code as from time to time in
force.
142
(e) On
each Distribution Date the Trustee shall provide Bloomberg Financial Markets,
L.P. (“Bloomberg”) CUSIP level factors for each Class of Certificates as of such
Distribution Date, using a format and media mutually acceptable to the Trustee
and Bloomberg.
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Section
4.04
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Remittance
Reports; Advances.
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(a) On
or before the 18th day of each calendar month commencing in April 2006, or
if
such 18th day is not a Business Day, the Business Day immediately following
such
18th day, but in no event later than such date which would allow the Trustee
to
submit a claim to the NIMS Insurer under the Indenture, the Master Servicer
shall deliver to the NIMS Insurer and the Trustee by telecopy or electronic
mail
(or by such other means as the Master Servicer, the NIMS Insurer and the
Trustee, as the case may be, may agree from time to time) a Remittance Report
with respect to the related Distribution Date. Not later than each Master
Servicer Remittance Date (or, in the case of certain information, as agreed
between the Trustee and the Master Servicer, not later than four Business Days
after the end of each Due Period), the Master Servicer shall deliver or cause
to
be delivered to the Trustee in addition to the information provided on the
Remittance Report, such other information reasonably available to it with
respect to the Mortgage Loans as the Trustee may reasonably require to perform
the calculations necessary to make the distributions contemplated by
Section 4.01 and to prepare the statements to Certificateholders
contemplated by Section 4.03. The Trustee shall not be responsible to
recompute, recalculate or verify any information provided to it by the Master
Servicer.
(b) The
amount of Advances to be made by the Master Servicer for any Distribution Date
shall equal, subject to Section 4.04(d), the sum of (i) the aggregate
amount of Monthly Payments (with each interest portion thereof net of the
related Servicing Fee), due on the related Due Date in respect of the Mortgage
Loans, which Monthly Payments were delinquent as of the close of business on
the
related Determination Date, plus (ii) with respect to each REO Property,
which REO Property was acquired during or prior to the related Prepayment Period
and as to which such REO Property an REO Disposition did not occur during the
related Prepayment Period, an amount equal to the excess, if any, of the Monthly
Payments (with each interest portion thereof net of the related Servicing Fee)
that would have been due on the related Due Date in respect of the related
Mortgage Loans, over the net income from such REO Property transferred to the
Distribution Account pursuant to Section 3.23 for distribution on such
Distribution Date.
On
or
before 3:00 p.m. New York time on the Master Servicer Remittance Date, the
Master Servicer shall remit in immediately available funds to the Trustee for
deposit in the Distribution Account an amount equal to the aggregate amount
of
Advances, if any, to be made in respect of the Mortgage Loans and REO Properties
for the related Distribution Date either (i) from its own funds or
(ii) from the Collection Account, to the extent of funds held therein for
future distribution (in which case, it will cause to be made an appropriate
entry in the records of Collection Account that amounts held for future
distribution have been, as permitted by this Section 4.04, used by the
Master Servicer in discharge of any such Advance) or (iii) in the form of
any combination of (i) and (ii) aggregating the total amount of
Advances to be made by the Master Servicer with respect to the Mortgage Loans
and REO Properties. Any amounts held for future distribution and so used shall
be appropriately reflected in the Master Servicer’s records and replaced by the
Master Servicer by deposit in the Collection Account on or before any future
Master Servicer Remittance Date to the extent that the Available Funds for
the
related Distribution Date (determined without regard to Advances to be made
on
the Master Servicer Remittance Date) shall be less than the total amount that
would be distributed to the Classes of Certificateholders pursuant to
Section 4.01 on such Distribution Date if such amounts held for future
distributions had not been so used to make Advances. The Trustee will provide
notice to the NIMS Insurer and the Master Servicer by telecopy by the close
of
business on any Master Servicer Remittance Date in the event that the amount
remitted by the Master Servicer to the Trustee on such date is less than the
Advances required to be made by the Master Servicer for the related Distribution
Date.
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(c) The
obligation of the Master Servicer to make such Advances is mandatory,
notwithstanding any other provision of this Agreement but subject to
Section 4.04(d) below, and, with respect to any Mortgage Loan, shall
continue until the payment of the Mortgage Loan in full or the recovery of
all
Liquidation Proceeds thereon.
(d) Notwithstanding
anything herein to the contrary, no Advance or Servicing Advance shall be
required to be made hereunder by the Master Servicer if such Advance or
Servicing Advance would, if made, constitute a Nonrecoverable Advance. The
determination by the Master Servicer that it has made a Nonrecoverable Advance
or that any proposed Advance or Servicing Advance, if made, would constitute
a
Nonrecoverable Advance, shall be evidenced by an Officers’ Certificate of the
Master Servicer delivered to the NIMS Insurer, the Depositor and the
Trustee.
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Section
4.05
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Distributions
on the REMIC Regular Interests.
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(a) On
each Distribution Date, the Trustee shall cause the sum of the Group I Interest
Remittance Amount and the Group I Principal Remittance Amount, in the following
order of priority, to be distributed by REMIC 1 to REMIC 2 on account of the
REMIC 1 Group I Regular Interests and distributed to the Holders of the Class
R
Certificates (in respect of the Class R-1 Interest), as the case may be:
(1) to
Holders of REMIC 1 Regular Interest IX, and each of REMIC 1 Regular Interest
I-1-A through I-58-B, pro
rata,
in an
amount equal to (A) Uncertificated Interest for such REMIC 1 Regular Interests
for such Distribution Date, plus (B) any amounts payable in respect thereof
remaining unpaid from previous Distribution Dates.
(2) to
the extent of amounts remaining after the distributions made pursuant to clause
(1) above, payments of principal shall be allocated in such a manner so that
(i)
the sum of the Uncertificated Balances of the REMIC 1 Regular Interests with
the
designation "A" and denominated I-1-A through I-58-A is always equal to one-half
the Swap Notional Amount and (ii) the Uncertificated Balance of each REMIC
1
Regular Interest with the designation "B" is the same as the Uncertificated
Balance of the REMIC 1 Regular Interest with the designation "A" and the same
numerical denomination; and
(3) to
the Holders of REMIC 1 Regular Interest IX, (A) all amounts representing
Prepayment Charges in respect of the Group I Mortgage Loans received during
the
related Prepayment Period and (B) on the Distribution Date immediately following
the expiration of the latest Prepayment Charge as identified on the Prepayment
Charge Schedule or any Distribution Date thereafter until $100 has been
distributed pursuant to this clause.
144
(b) On
each Distribution Date, the Trustee shall cause the sum of the Group II Interest
Remittance Amount and the Group II Principal Remittance Amount, in the following
order of priority, to be distributed by REMIC 1 to REMIC 2 on account of the
REMIC 1 Group II Regular Interests and distributed to the holders of the
Class R Certificates (in respect of the Class R-1 Interest), as the case may
be:
(1) to
Holders of REMIC 1 Regular Interest IIX and each of REMIC 1 Regular Interest
II-1-A through II-58-B, pro
rata,
in an
amount equal to (A) Uncertificated Interest for such REMIC 1 Regular Interests
for such Distribution Date, plus (B) any amounts payable in respect thereof
remaining unpaid from previous Distribution Dates.
(2) to
the extent of amounts remaining after the distributions made pursuant to clause
(1) above, payments of principal shall be allocated in such a manner so that
(i)
the sum of the Uncertificated Balances of the REMIC 1 Regular Interests with
the
designation "A" and denominated II-1-A through II-58-A is always equal to
one-half the Swap Notional Amount and (ii) the Uncertificated Balance of each
REMIC 1 Regular Interest with the designation "B" is the same as the
Uncertificated Balance of the REMIC 1 Regular Interest with the designation
"A"
and the same numerical denomination.
(3) to
the Holders of REMIC 1 Regular Interest IIX, (A) all amounts representing
Prepayment Charges in respect of the Group II Mortgage Loans received during
the
related Prepayment Period and (B) on the Distribution Date immediately following
the expiration of the latest Prepayment Charge as identified on the Prepayment
Charge Schedule or any Distribution Date thereafter until $100 has been
distributed pursuant to this clause.
(c) On
each Distribution Date, the following amounts, in the following order of
priority, shall be distributed by REMIC 2 to REMIC 3 on account of the REMIC
2
Regular Interests and distributed to the Holders of the Class R Certificates
(in
respect of the Class R-2 Interest), as the case may be:
(i) first,
to the Holders of REMIC 2 Regular Interest Swap-IO, in an amount equal to (A)
Uncertificated Accrued Interest for such REMIC 2 Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates; second, to the Holders of REMIC 2 Regular Interest
FMR-IO, in an amount equal to (A) Uncertificated Accrued Interest for such
REMIC
2 Regular Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates; and third to the
Holders of REMIC 2 Regular Interests AA, A-IA, A-IIA1, A-IIA2, X-XXX0, X-XXX0,
X0, X0, X0, X0, X0, X0, M7, M8, M9, M10, B, and ZZ, pro
rata,
in an
amount equal to (A) the Uncertificated Interest for such Distribution Date,
plus
(B) any amounts in respect thereof remaining unpaid from previous Distribution
Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC
2
Regular Interest ZZ shall be reduced and deferred when the REMIC 2
Overcollateralized Amount is less than the REMIC 2 Overcollateralization Target
Amount, by the lesser of (x) the amount of such difference and (y) the Maximum
ZZ Uncertificated Interest Deferral Amount and such amount shall be payable
to
the Holders of REMIC 2 Regular Interests X-XX, X-XXX0, X-XXX0, A-IIA3, X-XXX0,
X0, X0, X0, X0, X0, X0, X0, X0, X0, M10, and B in the same proportion as the
Extra Principal Distribution Amount is allocated to the Corresponding
Certificates and the Uncertificated Principal Balance of the REMIC 2 Regular
Interest ZZ shall be increased by such amount;
145
(ii) to
the Holders of REMIC 2 Regular Xxxxxxxxx 0XXX, 0XXX, 0XXX, 0XXX and XX,
pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such Distribution
Date, plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates;
(iii) to
the Holders of REMIC 2 Regular Interests, in an amount equal to 50% of the
remainder of the Available Funds such Distribution Date after the distributions
made pursuant to clauses (i) and (ii) above, allocated as follows:
(1) 98.00%
of such remainder to the Holders of REMIC 2 Regular Interest AA until the
Uncertificated Balance of such REMIC 2 Regular Interest is reduced to zero,
provided, however, that REMIC 2 Regular Interest AA shall not be reduced until
the Distribution Date immediately following the expiration of the latest
Prepayment Charge as identified on the Prepayment Charge Schedule or any
Distribution Date thereafter, at which point such amount shall be distributed
to
REMIC 2 Regular Interest AA, until $100 has been distributed pursuant to this
clause;
(2) 2.00%
of such remainder, first, to the Holders of REMIC 2 Regular Interest X-XX,
X-XXX0, X-XXX0, A-IIA3, X-XXX0, X0, X0, X0, X0, X0, X0, X0, X0, X0, M10, and
B,
1.00% and in the same proportion as principal payments are allocated to the
Corresponding Certificates, until the Uncertificated Balances of such REMIC
2
Regular Interests are reduced to zero and second, to the Holders of REMIC 2
Regular Interest ZZ, until the Uncertificated Balance of such REMIC 2 Regular
Interest is reduced to zero; and
(3) any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-2 Interest);
(iv) to
the Holders of REMIC 2 Regular Interests, in an amount equal to 50% of the
remainder of the Available Funds such Distribution Date after the distributions
made pursuant to clauses (i) and (ii) above, allocated as follows:
(1) first
to the Holders of REMIC 2 Regular Xxxxxxxxx 0XXX, 0XXX, 0XXX, 0XXX in such
a
manner as to keep the Uncertificated Principal Balance of each REMIC 2 Regular
Interest with the designation “GRP” equal to 0.01% of the aggregate Stated
Principal Balance of the Mortgage Loans in the related Loan Group (determined
as
of the current Distribution Date), and the Uncertificated Principal Balance
of
each REMIC 2 Regular Interest with the designation “SUB” equal to 0.01% of the
excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans
in
the related Loan Group over (y) the current Certificate Principal Balance of
the
Class A Certificates in the related Loan Group (except that if any such excess
is a larger number than in the preceding distribution period, the least amount
of principal shall be distributed to such REMIC 2 Regular Interests such that
the REMIC 2 Subordinated Ratio is maintained); and then to the Holder of REMIC
2
Regular Interest XX, in each case until the Uncertificated Principal Balance
of
the REMIC 2 Regular Interest has been reduced to zero; and
146
(2)
any remaining
amount to the Holder of the Class R Certificates (in respect of the Class R-2
Interest); and
(v) to
the Holder of the REMIC 2 Regular Interest AA, all amounts representing
Prepayment Charges in respect of the Mortgage Loans received during the related
Prepayment Period, provided that the payment of such amounts shall not reduce
the Uncertificated Principal Balance of such REMIC 2 Regular
Interest.
|
Section
4.06
|
Allocation
of Realized Losses.
|
(a) Prior
to each Determination Date, the Master Servicer shall determine as to each
Mortgage Loan and REO Property: (i) the total amount of Realized Losses, if
any, incurred in connection with any Final Recovery Determinations made during
the related Prepayment Period; (ii) whether and the extent to which such
Realized Losses constituted Bankruptcy Losses; and (iii) the respective
portions of such Realized Losses allocable to interest and allocable to
principal. Prior to each Determination Date, the Master Servicer shall also
determine as to each Mortgage Loan: (i) the total amount of Realized
Losses, if any, incurred in connection with any Deficient Valuations made during
the related Prepayment Period; and (ii) the total amount of Realized
Losses, if any, incurred in connection with Debt Service Reductions in respect
of Monthly Payments due during the related Due Period. The information described
in the two preceding sentences that is to be supplied by the Master Servicer
shall be evidenced by an Officers’ Certificate delivered to the NIMS Insurer and
the Trustee by the Master Servicer prior to the Determination Date immediately
following the end of (i) in the case of Bankruptcy Losses allocable to
interest, the Due Period during which any such Realized Loss was incurred,
and
(ii) in the case of all other Realized Losses, the Prepayment Period during
which any such Realized Loss was incurred.
(b) If
on any Distribution Date after giving effect to all Realized Losses incurred
with respect to the Mortgage Loans during or prior to the related Due Period
and
distributions of principal with respect to the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates on such Distribution Date,
the Uncertificated Principal Balance of the Class C Interest is equal to zero,
Realized Losses equal to the Undercollateralized Amount shall be allocated
by
the Trustee on such Distribution Date as follows: first, to the Class B
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero, second, to the Class M-10 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero, third, to the Class M-9 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero,
fourth, to the Class M-8 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero, fifth, to the Class M-7 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero, sixth,
to
the Class M-6 Certificates, until the Certificate Principal Balance thereof
has
been reduced to zero, seventh, to the Class M-5 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero, eighth, to
the
Class M-4 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero, ninth, to the Class M-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero, tenth, to the Class M-2
Certificates until the Certificate Principal Balance thereof has been reduced
to
zero, and eleventh, to the Class M-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero. All Realized Losses to
be
allocated to the Certificate Principal Balances of the Mezzanine Certificates
and the Class B Certificates on any Distribution Date shall be so allocated
after the actual distributions to be made on such date as provided in
Section 4.01. All references above to the Certificate Principal Balance of
the Mezzanine Certificates and the Class B Certificates shall be to the
Certificate Principal Balance of the Mezzanine Certificates and the Class B
Certificates immediately prior to the relevant Distribution Date, before
reduction thereof by any Realized Losses or increase thereof by any Subsequent
Recoveries, in each case to be allocated to such Mezzanine Certificates and
the
Class B Certificates on such Distribution Date.
147
Any
allocation of Realized Losses to a Mezzanine Certificate or Class B Certificate
on any Distribution Date shall be made by reducing the Certificate Principal
Balance thereof by the amount so allocated. No allocations of any Realized
Losses shall be made to the Class A Certificates or the Class P
Certificates. Any Realized Losses that reduce the distributions in respect
of
and/or the Uncertificated Principal Balance of the Class C Interest, shall
be
allocated by the Trustee to reduce the distributions in respect of and/or the
Certificate Principal Balance of the Class C Certificates.
(c) (i) Realized
Losses on the Group I Mortgage Loans shall be allocated by the Trustee on each
Distribution Date to REMIC 1 Regular Interest IX. If the Uncertificated
Principal Balance of REMIC 1 Regular Interest IX has been reduced to zero,
Realized Losses on the Group I Mortgage Loans shall be allocated to the
remaining REMIC 1 Group I Regular Interests in ascending numerical order, in
each case until the Uncertificated Principal Balance of such REMIC 1 Regular
Interest has been reduced to zero. Realized Losses on the Group II Mortgage
Loans shall be allocated by the Trustee on each Distribution Date to REMIC
1
Regular Interest IIX. If the Uncertificated Principal Balance of REMIC 1 Regular
Interest IIX has been reduced to zero, Realized Losses on the Group II Mortgage
Loans shall be allocated to the remaining REMIC 1 Group II Regular Interests
in
ascending numerical order, in each case until the Uncertificated Principal
Balance of such REMIC 1 Regular Interest has been reduced to zero.
(ii) 50%
of all Realized Losses on the Mortgage Loans shall be allocated by the Trustee
on each Distribution Date to the following REMIC 2 Regular Interests in the
specified percentages, as follows:
first,
to
Uncertificated Accrued Interest payable to the REMIC 2 Regular Interest AA
and
ZZ up to an aggregate amount equal to the REMIC 2 Interest Loss Allocation
Amount, 98% and 2%, respectively;
second,
to the Uncertificated Principal Balances of the REMIC 2 Regular Interest AA
and
ZZ up to an aggregate amount equal to the REMIC 2 Principal Loss Allocation
Amount, 98% and 2%, respectively;
third,
to
the Uncertificated Principal Balances of REMIC 2 Regular Interest AA, B and
ZZ,
98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of
REMIC 2 Regular Interest B has been reduced to zero;
148
fourth,
to the Uncertificated Principal Balances of REMIC 2 Regular Interest AA, M10
and
ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
of
REMIC 2 Regular Interest M10 has been reduced to zero;
fifth,
to
the Uncertificated Principal Balances of REMIC 2 Regular Interest AA, M9 and
ZZ,
98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of
REMIC 2 Regular Interest M9 has been reduced to zero;
sixth,
to
the Uncertificated Principal Balances of REMIC 2 Regular Interest AA, M8 and
ZZ,
98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of
REMIC 2 Regular Interest M8 has been reduced to zero;
seventh,
to the Uncertificated Principal Balances of REMIC 2 Regular Interest AA, M7
and
ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
of
REMIC 2 Regular Interest M7 has been reduced to zero;
eighth,
to the Uncertificated Principal Balances of REMIC 2 Regular Interest AA, M6
and
ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
of
REMIC 2 Regular Interest M6 has been reduced to zero;
ninth,
to
the Uncertificated Principal Balances of REMIC 2 Regular Interest AA, M5 and
ZZ,
98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of
REMIC 2 Regular Interest M5 has been reduced to zero;
tenth,
to
the Uncertificated Principal Balances of REMIC 2 Regular Interest AA, M4 and
ZZ,
98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of
REMIC 2 Regular Interest M4 has been reduced to zero;
eleventh,
to the Uncertificated Principal Balances of REMIC 2 Regular Interest AA, M3
and
ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
of
REMIC 2 Regular Interest M3 has been reduced to zero;
twelfth,
to the Uncertificated Principal Balances of REMIC 2 Regular Interest AA, M2
and
ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
of
REMIC 2 Regular Interest M2 has been reduced to zero; and
thirteenth,
to the Uncertificated Principal Balances of REMIC 2 Regular Interest AA, M1
and
ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
of
REMIC 2 Regular Interest M1 has been reduced to zero.
(iii) 50%
of all Realized Losses on the Mortgage Loans shall be allocated by the Trustee
on each Distribution Date to REMIC 2 Regular Xxxxxxxx 0XXX, 0XXX, 0XXX, REMIC
2
Regular Interest 2SUB, and REMIC 2 Regular Interest XX, as follows:
after
all
distributions have been made on such Distribution Date, Realized Losses shall
be
applied in such a manner as to keep the Uncertificated Principal Balance of
each
REMIC 2 Regular Interest ending with the designation “GRP” equal to 0.01% of the
aggregate Stated Principal Balance of the Mortgage Loans in the related Loan
Group (determined as of the current Distribution Date), and the Uncertificated
Principal Balance of each REMIC 2 Regular Interest ending with the designation
“SUB” equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance
of the Mortgage Loans in the related Loan Group as of the current Distribution
Date over (y) the Certificate Principal Balance of the Senior Certificates
related to such Loan Group immediately prior to such Distribution Date (except
that if such excess is larger than it was for the preceding Distribution Date,
the least amount of Realized Loss shall be allocated such that the REMIC 2
Subordinated Ratio is maintained); and then to REMIC 2 Regular Interest
XX.
149
(d) If
on any Distribution Date Allocated Realized Loss Amounts are to be reinstated
due to Subsequent Recoveries, the Allocated Realized Loss Amounts shall be
reinstated by the Trustee on such Distribution Date to increase the Certificate
Principal Balances of the Mezzanine Certificates and the Class B Certificates
in
the following order of priority, in each case until the related Allocated
Realized Loss Amount has been reduced to zero: first,
to the
Class M-1 Certificates, second
to
the
Class M-2 Certificates, third
to the
Class M-3 Certificates, fourth
to
the
Class M-4 Certificates, fifth
to the
Class M-5 Certificates, sixth
to the
Class M-6 Certificates, seventh
to the
Class M-7 Certificates, eighth
to the
Class M-8 Certificates, ninth
to
the
Class M-9 Certificates, tenth
to
the
Class M-10 Certificates and eleventh
to
the
Class B Certificates. All Subsequent Recoveries to be allocated to the
Certificate Principal Balances of the Mezzanine Certificates or the Class B
Certificates on any Distribution Date shall be so allocated after the actual
distributions to be made on such date as provided in Section 4.01. All
references above to the Certificate Principal Balance of the Mezzanine
Certificates and the Class B Certificates shall be to the Certificate Principal
Balance of the Mezzanine Certificates and the Class B Certificates immediately
prior to the relevant Distribution Date, before reduction thereof by any
Realized Losses or increase thereof by any Subsequent Recoveries, in each case
to be allocated to the Mezzanine Certificates and the Class B Certificates
on
such Distribution Date.
Any
Allocated Realized Loss Amounts to be reinstated to a Certificate on any
Distribution Date due to Subsequent Recoveries shall be made by increasing
the
Certificate Principal Balance thereof by the amount so reinstated. No
allocations of any Subsequent Recoveries shall be made to the Class A
Certificates or the Class P Certificates.
(e) (i) If
on any Distribution Date Subsequent Recoveries occurred in the related
Prepayment Period relating to the Group I Mortgage Loans, the amount of such
Subsequent Recoveries shall be allocated first to the REMIC 1 Group I Regular
Interests with the designations “A” and “B” in the reverse order in which
Realized Losses were allocated under Section 4.06(c)(i), and then to REMIC
1
Regular Interest IX. If on any Distribution Date Subsequent Recoveries occurred
in the related Prepayment Period relating to the Group II Mortgage Loans, the
amount of such Subsequent Recoveries shall be allocated first to the REMIC
1
Group II Regular Interests with the designations “A” and “B” in the reverse
order in which Realized Losses were allocated under Section 4.06(c)(i), and
then
to REMIC 1 Regular Interest IIX.
(ii) If
on any Distribution Date Subsequent Recoveries occurred in the related
Prepayment Period, the amount of such Subsequent Recoveries shall be allocated
among the REMIC 2 Regular Interests as follows:
150
(i) 50%
of the Subsequent Recoveries from all Loan Groups shall be allocated among
the
REMIC 3 Regular Interests in the same proportions and amounts, but in the
reverse order, as Realized Losses were allocated under Section 4.06(c)(ii).
(ii) 50%
of the Subsequent Recoveries from all Loan Groups shall be allocated in the
same
proportions, but in reverse order, as the Realized Losses were allocated under
Section 4.06(c)(iii).
|
Section
4.07
|
Compliance
with Withholding Requirements.
|
Notwithstanding
any other provision of this Agreement, the Trustee shall comply with all federal
withholding requirements respecting payments to Certificateholders of interest
or original issue discount that the Trustee reasonably believes are applicable
under the Code. The consent of Certificateholders shall not be required for
such
withholding. In the event the Trustee does withhold any amount from interest
or
original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Trustee shall indicate the
amount withheld to such Certificateholders.
|
Section
4.08
|
Commission
Reporting.
|
(a) The
Trustee and the Master Servicer shall reasonably cooperate with the Depositor
in
connection with the Trust’s satisfying the reporting requirements under the 1934
Act.
(i) Within
15 days after each Distribution Date, the Depositor shall, in accordance with
industry standards and applicable regulations, file with the Commission via
the
Electronic Data Gathering Analysis and Retrieval System (“XXXXX”), a
Distribution Report on Form 10-D, signed by the Depositor, with a copy of the
monthly statement to be furnished by the Trustee to the Certificateholders
for
such Distribution Date and detailing all data elements specified in Item 1121(a)
of Regulation AB as part of the monthly statement or otherwise as part of the
Form 10-D; provided that the Depositor shall have received no later than 12:00
p.m. P.S.T. 2 Business Days prior to the date such Distribution Report on Form
10-D is required to be filed, all information required to be provided to the
Depositor as described in clause (a)(iv) below.
(ii) The
Depositor will prepare and file Current Reports on Form 8-K in respect of the
Trust, as and when required.
(iii) Prior
to January 30 of the first year in which the Depositor is able to do so under
applicable law, the Depositor shall, in accordance with industry standards
and
applicable regulations, file a Form 15 Suspension Notice with respect to the
Trust Fund, if applicable. Prior to (x) March 15 of the year following the
year
of the execution of this Agreement and (y) unless and until a Form 15 Suspension
Notice shall have been filed, prior to March 15 of each year thereafter, the
Master Servicer shall provide the Depositor with an Annual Statement of
Compliance, together with a copy of the Assessment of Compliance and Attestation
Report to be delivered by the Master Servicer pursuant to Sections 3.20 and
3.21
(including with respect to the Sub-Servicer and any other subservicer or
subcontractor, if required to be filed). Prior to (x) March 31, of the year
following the year of the execution of this Agreement and (y) unless and until
a
Form 15 Suspension Notice shall have been filed, March 31 of each year
thereafter, the Depositor shall, subject to subsection (d) below, file a Form
10-K, in substance as required by applicable law or applicable Securities and
Exchange Commission staff’s interpretations and conforming to industry
standards, with respect to the Trust Fund. Such Form 10-K shall include the
Assessment of Compliance, Attestation Report, Annual Statements of Compliance
and other documentation provided by the Master Servicer pursuant to Sections
3.20 and 3.21 (including with respect to the Sub-Servicer and any other
subservicer or subcontractor, if required to be filed) and with respect to
the
Trustee, and the Form 10-K (the “Certification”) signed by the senior officer of
the Depositor in charge of securitization; provided that the Depositor shall
have received no later than March 15 of each calendar year prior to the filing
deadline for the Form 10-K all information, data and exhibits required to be
provided or filed with such Form 10-K and required to be provided to the
Depositor as described in clause (a)(iv) below. If they are not so timely
delivered, the Depositor shall file an amended Form 10-K including such
documents as exhibits reasonably promptly after they are delivered to the
Depositor.
151
(iv) As
to each item of information required to be included in any Form 10-D, Form
8-K
or Form 10-K, the Depositor’s obligation to include the information in the
applicable report is subject to receipt from the entity that is indicated in
Exhibit O as the responsible party for providing that information, if other
than
the Trustee or the Depositor, as applicable, as and when required as described
above. Each of the Trustee, the Master Servicer and the Depositor, as
applicable, hereby agree to notify and provide to the Trustee and the Depositor
all information that is required to be included in any Form 10-D, Form 8-K
or
Form 10-K, with respect to which that entity is indicated in Exhibit O as the
responsible party for providing that information. The Master Servicer shall
be
responsible for determining the pool concentration applicable to any subservicer
or originator at any time, for purposes of disclosure as required by Items
1117
and 1119 of Regulation AB.
(b) The
Depositor shall prepare and the appropriate person shall execute, in accordance
with the Exchange Act or any other applicable law, any certification required
under the Exchange Act or any other applicable law to accompany the Form 10-K
or
any other periodic report. The Trustee shall sign a back-up certification (in
the form attached hereto as Exhibit P) for the benefit of the Depositor and
its
officers, directors and Affiliates. The Trustee shall indemnify and hold
harmless the Depositor, the Master Servicer and each Person, if any, who
“controls” the Depositor or the Master Servicer within the meaning of the
Securities Act of 1933, as amended, and their respective officers and directors
from and against any losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments and other costs and
expenses arising out of or based upon (i) a breach of the Trustee’s obligations
under Section 3.21(e) to provide the Assessment of Compliance until a Form
15 is
filed, Section 4.03(a) to provide statements as specified in Section 4.03(a),
Section 4.03(a)(iv) to provide information to be included in any Form 10-D,
Form
8-K or Form 10-K or this Section 4.08(b) to provide backup certification or
(ii) any material misstatement or omission in (A) the Certification made in
reliance on any material misstatement or omission contained in the certification
provided by the Trustee in the form of Exhibit P or in the Assessment of
Compliance provided pursuant to Section 3.21 until a Form 15 is filed or (B)
the
information provided by the Trustee pursuant to Section 4.08(a)(iv) for
inclusion in any Form 10-D, Form 8-K or Form 10-K or in the statement provided
by the Trustee pursuant to Section 4.03(a) unless such misstatement or omission
is based on the information provided to the Trustee by the Master Servicer
or
the Swap Counterparty. The Master Servicer shall indemnify and hold harmless
the
Depositor, the Trustee and each Person, if any, who “controls” the Depositor or
the Trustee within the meaning of the Securities Act of 1933, as amended, and
their respective officers and directors 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 Master Servicer’s obligations under Section 3.20, Section 3.21 or
Section 4.08 or (ii) any material misstatement or omission in the
Certification made in reliance on any material misstatement or omission
contained in any certification provided by the Master Servicer under this
Section 4.08 or in the Officer’s Certificate provided pursuant to Section 3.20
or the Assessment of Compliance provided pursuant to Section 3.21. If the
indemnification provided for herein is unavailable or insufficient to hold
harmless the indemnified party, then (i) the Trustee agrees that in
connection with (a) a breach of the Trustee’s obligations under Section 3.21(e)
to provide the Assessment of Compliance until a Form 15 is filed, Section
4.03(a) to provide statements as specified in Section 4.03(a), Section
4.08(a)(iv) to provide information to be included in any Form 10-D, Form 8-K
or
Form 10-K or this Section 4.08(b) to provide backup certification or (b)
any material misstatement or omission in (A) the Certification made in reliance
on any material misstatement or omission contained in the certification provided
by the Trustee in the form of Exhibit P or in the Assessment of Compliance
provided pursuant to Section 3.21 until a Form 15 is filed, or (B) the
information provided by the Trustee pursuant to Section 4.08(a)(iv) for
inclusion in any Form 10-D, Form 8-K or Form 10-K or in the statement provided
by the Trustee pursuant to Section 4.03(a) unless such misstatement or omission
is based on the information provided to the Trustee by the Master Servicer
or
the Swap Counterparty that it shall contribute to the amount paid or payable
by
the Depositor and/or the Master Servicer as a result of the losses, claims,
damages or liabilities of the Depositor and/or the Master Servicer in such
proportion as is appropriate to reflect the relative fault of the Depositor
or
the Master Servicer, as the case may be, on the one hand and the Trustee on
the
other and (ii) the Master Servicer agrees that it shall contribute to the
amount paid or payable by the Depositor and/or the Trustee as a result of the
losses, claims, damages or liabilities of the Depositor and/or the Trustee
in
such proportion as is appropriate to reflect the relative fault of the Depositor
or the Trustee, as the case may be, on the one hand and the Master Servicer
on
the other in connection with (a) a breach of the Master Servicer’s obligations
under this Section 4.08(b) or (b) any material misstatement or omission in
the Certification made in reliance on any material misstatement or omission
contained in the certification provided by the Master Servicer under this
Section 4.08 or in the Officer’s Certificate provided pursuant to Section 3.20
or the Assessment of Compliance provided pursuant to Section
3.21.
152
|
Section
4.09
|
Supplemental
Interest Account.
|
(a) On
the Closing Date, the Trustee shall establish and maintain in its name, a
separate non-interest bearing account for the benefit of the Holders of the
Class A Certificates, the Mezzanine Certificates, the Class B Certificates
and
the Class C Certificates (the “Supplemental Interest Account”), into which the
Depositor shall initially deposit $1,000. The Supplemental Interest Account
shall be an Eligible Account, and funds on deposit therein shall be held
separate and apart from, and shall not be commingled with, any other moneys,
including, without limitation, other moneys of the Trustee held pursuant to
this
Agreement.
(b) The
Trustee shall deposit, to the extent of available funds, into the Supplemental
Interest Account any amounts required to be paid by the Trust for payment to
the
Supplemental Interest Account pursuant to Section 4.01 and shall distribute
from
the Supplemental Interest Account any such amounts to the Swap Counterparty
as
required by Section 4.01(d)(iv). The Trustee shall deposit into the Supplemental
Interest Account any amounts received from the Swap Counterparty and shall
distribute from the Supplemental Interest Account any such amounts to the Swap
Counterparty and to the Holders of the Class A Certificates, the Mezzanine
Certificates, the Class B Certificates and the Class C Certificates as required
pursuant to Section 4.01(d)(iv).
153
(c) Funds
in the Supplemental Interest Account shall be invested in Eligible Investments.
The Class C Certificates shall evidence ownership of the Supplemental Interest
Account for federal income tax purposes and the Holders of the majority of
the
Percentage Interest thereof shall direct the Trustee, in writing, as to
investment of amounts on deposit therein. In the absence of written instructions
from the Holders of the Class C Certificates as to investment of funds on
deposit in the Supplemental Interest Account, such funds shall be invested
in
Deutsche Bank Cash Management Fund 541 for so long as such investment complies
with clause (vi) of the definition of Permitted Investments. All income and
gain
earned upon such investment shall be deposited into the Supplemental Interest
Account.
|
Section
4.10
|
Final
Maturity Reserve Account.
|
(a) On
the Closing Date, the Trustee shall establish and maintain in its name, a
separate non-interest bearing account for the benefit of the Holders of the
Class A Certificates, the Mezzanine Certificates, the Class B Certificates
and
the Class C Certificates (the “Final Maturity Reserve Account”), into which the
Depositor shall initially deposit $1,000. The Final Maturity Reserve Account
shall be an Eligible Account, and funds on deposit therein shall be held
separate and apart from, and shall not be commingled with, any other moneys,
including, without limitation, other moneys of the Trustee held pursuant to
this
Agreement.
(b) The
Trustee shall deposit into the Final Maturity Reserve Account any Group I Final
Maturity Reserve Amount, Group II Final Maturity Reserve Amount and Supplemental
Final Maturity Reserve Amount pursuant to Section 4.01. The Trustee shall
distribute the funds in the Final Maturity Reserve Account pursuant to Section
4.01(d)(iii).
(c) Funds
in the Final Maturity Reserve Account shall be held by the Trustee uninvested.
The Class C Certificates shall evidence ownership of the Final Maturity Reserve
Account for federal income tax purposes.
(d) For
federal income tax purposes, any Certificateholder that receives a principal
payment from the Final Maturity Reserve Account shall be treated as selling
a
portion of its Certificate to the Holder of the Class C Certificates and as
having received the amount of the principal payment from the Holder of the
Class
C Certificates as the proceeds of the sale. The portion of the Certificate
that
is treated as having been sold shall equal the amount of the corresponding
reduction in the Certificate Principal Balance of such Certificate. Principal
payments received from the Final Maturity Reserve Account shall not be treated
as distributions from any REMIC created hereby. All principal distributions
from
the Final Maturity Reserve Account shall be accounted for hereunder in
accordance with this Section 4.10(d).
154
|
Section
4.11
|
Intention
of the Parties and Interpretation.
|
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
and
4.08 of this Agreement is to facilitate compliance by the Depositor with the
provisions of Regulation AB, as such may be amended from time to time and
subject to clarification and interpretive advice as may be issued by the staff
of the Commission from time to time. Therefore, each of the parties agrees
that
(a) the obligations of the parties hereunder shall be interpreted in such a
manner as to accomplish that purpose, (b) the parties’ obligations hereunder
will be supplemented and modified as necessary to be consistent with any such
amendments, interpretive advice or guidance, convention or consensus among
active participants in the asset-backed securities markets, advice of counsel,
or otherwise in respect of the requirements of Regulation AB, (c) the parties
shall comply with requests made by the Depositor for delivery of additional
or
different information as the Depositor may determine in good faith is necessary
to comply with the provisions of Regulation AB, and (d) no amendment of this
Agreement shall be required to effect any such changes in the parties’
obligations as are necessary to accommodate evolving interpretations of the
provisions of Regulation AB.
ARTICLE
V
THE
CERTIFICATES
|
Section
5.01
|
The
Certificates.
|
(a) The
Certificates in the aggregate will represent the entire beneficial ownership
interest in the Mortgage Loans and all other assets included in
REMIC 1.
The
Certificates will be substantially in the forms annexed hereto as Exhibits
A-1 through
A-21. The Certificates of each Class will be issuable in registered form only,
in denominations of authorized Percentage Interests as described in the
definition thereof. Each Certificate will share ratably in all rights of the
related Class.
Upon
original issue, the Certificates shall be executed by the Trustee and
authenticated and delivered by the Trustee, to or upon the order of the
Depositor. The Certificates shall be executed and attested by manual or
facsimile signature on behalf of the Trustee by an authorized signatory.
Certificates bearing the manual or facsimile signatures of individuals who
were
at any time the proper officers of the Trustee shall bind the Trustee,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did
not
hold such offices at the date of such Certificates. No Certificate shall be
entitled to any benefit under this Agreement or be valid for any purpose, unless
there appears on such Certificate a certificate of authentication substantially
in the form provided herein executed by the Trustee by manual signature, and
such certificate of authentication shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their
authentication.
155
(b) The
Book Entry Certificates shall initially be issued as one or more Certificates
held by the Book-Entry Custodian or, if appointed to hold such Certificates
as
provided below, the Depository and registered in the name of the Depository
or
its nominee and, except as provided below, registration of the Book-Entry
Certificates may not be transferred by the Trustee except to another Depository
that agrees to hold the Book-Entry Certificates for the respective Certificate
Owners with Ownership Interests therein. The Certificate Owners shall hold
their
respective Ownership Interests in and to the Book-Entry Certificates through
the
book-entry facilities of the Depository and, except as provided below, shall
not
be entitled to definitive, fully registered Certificates (“Definitive
Certificates”) in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by
the
Depository Participant or brokerage firm representing such Certificate Owner.
Each Depository Participant shall only transfer the Ownership Interests in
the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository’s normal
procedures. The Trustee is hereby initially appointed as the Book-Entry
Custodian and hereby agrees to act as such in accordance herewith and in
accordance with the agreement that it has with the Depository authorizing it
to
act as such. The Book-Entry Custodian may, and if it is no longer qualified
to
act as such, the Book-Entry Custodian shall, appoint, by a written instrument
delivered to the Depositor, the Master Servicer and if the Trustee is not the
Book-Entry Custodian, the Trustee and any other transfer agent (including the
Depository or any successor Depository) to act as Book-Entry Custodian under
such conditions as the predecessor Book-Entry Custodian and the Depository
or
any successor Depository may prescribe, provided that the predecessor Book-Entry
Custodian shall not be relieved of any of its duties or responsibilities by
reason of any such appointment of other than the Depository. If the Trustee
resigns or is removed in accordance with the terms hereof, successor Trustee
or,
if it so elects, the Depository shall immediately succeed to its predecessor’s
duties as Book-Entry Custodian. The Depositor shall have the right to inspect,
and to obtain copies of, any Certificates held as Book-Entry Certificates by
the
Book-Entry Custodian.
The
Trustee, the Master Servicer, the NIMS Insurer and the Depositor may for all
purposes (including the making of payments due on the Book-Entry Certificates)
deal with the Depository as the authorized representative of the Certificate
Owners with respect to the Book-Entry Certificates for the purposes of the
exercise by Certificateholders of the rights of Certificateholders hereunder.
The rights of Certificate Owners with respect to the Book-Entry Certificates
shall be limited to those established by law and agreements between such
Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. The Depositor is hereby authorized to
execute and deliver on behalf of the Trust the Letter of Representations to
be
submitted on behalf of the Trust to the Depository and to perform the
obligations of the Issuer (as defined in the Letter of Representations)
thereunder. The Trustee is hereby authorized to execute and deliver as agent
of
the Trust the Letter of Representations to be submitted on behalf of the Trust
to the Depository and to perform the obligations of the Agent (as defined in
the
Letter of Representations) thereunder. Multiple requests and directions from,
and votes of, the Depository as Holder of the Book-Entry Certificates with
respect to any particular matter shall not be deemed inconsistent if they are
made with respect to different Certificate Owners. The Trustee may establish
a
reasonable record date in connection with solicitations of consents from or
voting by Certificateholders and shall give notice to the Depository of such
record date.
156
If
(i)(A)
the Depositor advises the Trustee in writing that the Depository is no longer
willing or able to properly discharge its responsibilities as Depository, and
(B) the Depositor is unable to locate a qualified successor, (ii) the
Depositor notifies the Trustee and the Depository of its intent to terminate
the
book-entry system through the Depository and, upon receipt of notice of such
intent from the Depository, the Depository Participants with a position in
the
Book Entry Certificates agree to initiate such termination, or (iii) after
the occurrence of a Master Servicer Event of Default, Certificate Owners
representing in the aggregate not less than 51% of the Ownership Interests
of
the Book-Entry Certificates advise the Trustee through the Depository, in
writing, that the continuation of a book-entry system through the Depository
is
no longer in the best interests of the Certificate Owners, the Trustee shall
notify all Certificate Owners, through the Depository, of the occurrence of
any
such event and of the availability of Definitive Certificates to Certificate
Owners requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Book-Entry Custodian or the Depository, as applicable,
accompanied by registration instructions from the Depository for registration
of
transfer, the Trustee shall issue the Definitive Certificates. Such Definitive
Certificates will be issued in minimum denominations of $25,000, except that
any
beneficial ownership that was represented by a Book-Entry Certificate in an
amount less than $25,000 immediately prior to the issuance of a Definitive
Certificate shall be issued in a minimum denomination equal to the amount
represented by such Book-Entry Certificate. None of the Depositor, the Master
Servicer or the Trustee shall be liable for any delay in the delivery of such
instructions and may conclusively rely on, and shall be protected in relying
on,
such instructions. Upon the issuance of Definitive Certificates all references
herein to obligations imposed upon or to be performed by the Depository shall
be
deemed to be imposed upon and performed by the Trustee, to the extent applicable
with respect to such Definitive Certificates, and the Trustee shall recognize
the Holders of the Definitive Certificates as Certificateholders
hereunder.
|
Section
5.02
|
Registration
of Transfer and Exchange of
Certificates.
|
(a) The
Trustee shall cause to be kept at one of the offices or agencies to be appointed
by the Trustee in accordance with the provisions of Section 8.12 a
Certificate Register for the Certificates in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein
provided.
(b) No
transfer, sale, pledge or other disposition of any Class B Certificate, Class
C
Certificate, Class P Certificate or Residual Certificate shall be made unless
such disposition is exempt from the registration requirements of the Securities
Act of 1933, as amended (the “1933 Act”), and any applicable state securities
laws or is made in accordance with the 1933 Act and laws. In the event of any
such transfer of any Class B Certificate to be made without registration under
the Securities Act (other than in connection with the initial sale of the Class
B Certificates to the initial purchasers or the initial issuance thereof),
then
the Trustee shall refuse to register such transfer unless it receives (and
upon
receipt, may conclusively rely upon) a certificate from the Class B
Certificateholder desiring to effect such transfer substantially in the form
attached as Exhibit J-1A hereto and a certificate from such Class B
Certificateholder’s prospective transferee substantially in the form attached as
Exhibit J-1B hereto (which in the case of the Book-Entry Certificates, the
Class
B Certificateholder’s prospective transferee will be deemed to have represented
such certification). In the event of any such transfer of any Class C
Certificate, Class P Certificate or Residual Certificate (other than in
connection with (i) the initial transfer of any Class C Certificate, Class
P
Certificate or Residual Certificates by the Depositor to the Seller, (ii) the
transfer of any Class C Certificate, Class P Certificate or Residual
Certificates by the Seller to an Affiliate of the Seller or to a trust, the
depositor of which is an Affiliate of the Seller, (iii) the transfer of any
Class C Certificate, Class P Certificate or Residual Certificates by an
Affiliate of the Seller to one or more entities sponsored by such Affiliate
or
to a trust, the depositor of which is one or more entities sponsored by such
Affiliate or (iv) a subsequent transfer of any Class C Certificates, Class
P
Certificates or Residual Certificates to the Seller or its designee by such
entity or trust described in clauses (ii) or (iii) above to which the
Certificates were previously transferred in reliance on clauses (ii) or (iii)
above) (i) unless such transfer is made in reliance upon Rule 144A (as
evidenced by the investment letter delivered to the Trustee, in substantially
the form attached hereto as Exhibit J-2) under the 1933 Act, the Trustee and
the
Depositor shall require a written Opinion of Counsel (which may be in-house
counsel) acceptable to and in form and substance reasonably satisfactory to
the
Trustee and the Depositor that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from
the
1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel
shall not be an expense of the Trustee, the Trust Fund or the Depositor or
(ii) the Trustee shall require the transferor to execute a transferor
certificate (in substantially the form attached hereto as Exhibit L) and
the transferee to execute an investment letter (in substantially the form
attached hereto as Exhibit J-2) acceptable to and in form and substance
reasonably satisfactory to the Depositor and the Trustee certifying to the
Depositor and the Trustee the facts surrounding such transfer, which investment
letter shall not be an expense of the Trustee or the Depositor. The Holder
of a
Class B Certificate, Class C Certificate, Class P Certificate or Residual
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee, the Depositor and the Trust Fund 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.
157
(c) No
transfer of a Class A Certificate, Mezzanine Certificate or Class B Certificate
shall be made unless the Trustee shall have received a representation letter
from the transferee of such Certificate, substantially in the form set forth
in
Exhibit I, to the effect that either (i) such transferee is neither a Plan
nor a
Person acting on behalf of any such Plan or using the assets of any such Plan
to
effect such transfer or (ii) the acquisition and holding of the Class A
Certificate, the Mezzanine Certificate or the Class B Certificate are eligible
for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”)
84-14, XXXX 00-0, XXXX 00-00, XXXX 95-60 or PTCE 96-23. Notwithstanding anything
else to the contrary herein, any purported transfer of a Class A Certificate,
Mezzanine Certificate or Class B Certificate on behalf of a Plan without the
delivery to the Trustee of a representation letter as described above shall
be
void and of no effect. If the Class A Certificate, the Mezzanine Certificate
or
the Class B Certificate is a Book-Entry Certificate, the transferee will be
deemed to have made a representation as provided in clause (i) or (ii) of this
paragraph, as applicable.
No
transfer of a Class C Certificate, Class P Certificate or Residual Certificate
or any interest therein shall be made to any Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on
behalf of any such Plan or any Person acquiring such Certificates with “Plan
Assets” of a Plan within the meaning of the Department of Labor regulation
promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless, in the case
of the Class C Certificates or the Class P Certificates, the Depositor, the
Trustee and the Master Servicer are provided with an Opinion of Counsel which
establishes to the satisfaction of the Depositor, the Trustee and the Master
Servicer that the purchase of such Certificates is permissible under applicable
law, will not constitute or result in any prohibited transaction under ERISA
or
Section 4975 of the Code and will not subject the Depositor, the Master
Servicer, the Trustee or the Trust Fund to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of the
Code) in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Depositor, the Master Servicer, the
Trustee or the Trust Fund. Neither an Opinion of Counsel nor any certification
will be required in connection with the (i) initial transfer of any Class C
Certificate, Class P Certificate or Residual Certificates by the Depositor
to
the Seller, (ii) the transfer of any Class C Certificate, Class P Certificate
or
Residual Certificates by the Seller to an Affiliate of the Seller or to a trust,
the depositor of which is an Affiliate of the Seller, (iii) the transfer of
any
Class C Certificates, Class P Certificates or Residual Certificates by an
Affiliate of the Seller to one or more entities sponsored by such Affiliate
or
to a trust the depositor of which is one or more entities sponsored by such
Affiliate or (iv) a subsequent transfer of any Class C Certificates, Class
P
Certificates or Residual Certificates to the Seller or its designee by such
entity or trust described in clauses (ii) or (iii) above to which the
Certificates were previously transferred in reliance on clauses (ii) or (iii)
above (in which case, the Depositor, the Seller, any such Affiliate and such
entities sponsored by such Affiliate shall have deemed to have represented
that
the applicable transferee is not a Plan or a Person investing Plan Assets)
and
the Trustee shall be entitled to conclusively rely upon a representation (which,
upon the request of the Trustee, shall be a written representation) from the
Depositor of the status of each transferee, the Seller or such an Affiliate.
Each transferee of a Class C Certificate, Class P Certificate or Residual
Certificate shall sign a letter substantially in the form of Exhibit I to
demonstrate its compliance with this Section 5.02(c) (other than in
connection with the (i) initial transfer of any Class C Certificate, Class
P
Certificate or Residual Certificates by the Depositor to the Seller, (ii) the
transfer of any Class C Certificate, Class P Certificate or Residual
Certificates by the Seller to an Affiliate of the Seller or to a trust, the
depositor of which is an Affiliate of the Seller, (iii) the transfer of any
Class C Certificates, Class P Certificates or Residual Certificates by an
Affiliate of the Seller to one or more entities sponsored by such Affiliate
or
to a trust the depositor of which is one or more entities sponsored by such
Affiliate or (iv) a subsequent transfer of any Class C Certificates, Class
P
Certificates or Residual Certificates to the Seller or its designee by such
entity or trust described in clauses (ii) or (iii) above to which the
Certificates were previously transferred in reliance on clauses (ii) or (iii)
above).
158
If
any
Certificate or any interest therein is acquired or held in violation of the
provisions of the preceding paragraphs, the next preceding permitted beneficial
owner will be treated as the beneficial owner of that Certificate retroactive
to
the date of transfer to the purported beneficial owner. Any purported beneficial
owner whose acquisition or holding of any such Certificate or interest therein
was effected in violation of the provisions of the preceding paragraph shall
indemnify and hold harmless the Depositor, the Master Servicer, the Trustee
and
the Trust Fund from and against any and all liabilities, claims, costs or
expenses incurred by those parties as a result of that acquisition or
holding.
(d) Each
Person who has or who acquires any Ownership Interest in a Residual Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest
to
have agreed to be bound by the following provisions and to have irrevocably
appointed the Depositor or its designee as its attorney-in-fact to negotiate
the
terms of any mandatory sale under clause (v) below and to execute all
instruments of transfer and to do all other things necessary in connection
with
any such sale, and the rights of each Person acquiring any Ownership Interest
in
a Residual Certificate are expressly subject to the following
provisions:
159
(i) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Trustee of any
change or impending change in its status as a Permitted Transferee.
(ii) No
Person shall acquire an Ownership Interest in a Residual Certificate unless
such
Ownership Interest is a pro
rata
undivided interest.
(iii) In
connection with any proposed transfer of any Ownership Interest in a Residual
Certificate, the Trustee shall as a condition to registration of the transfer,
require delivery to it, in form and substance satisfactory to it, of each of
the
following:
A. an
affidavit in the form of Exhibit K hereto from the proposed transferee to
the effect that such transferee is a Permitted Transferee and that it is not
acquiring its Ownership Interest in the Residual Certificate that is the subject
of the proposed transfer as a nominee, trustee or agent for any Person who
is
not a Permitted Transferee; and
B. a
covenant of the proposed transferee to the effect that the proposed transferee
agrees to be bound by and to abide by the transfer restrictions applicable
to
the Residual Certificates.
(iv) Any
attempted or purported transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section shall be
absolutely null and void and shall vest no rights in the purported transferee.
If any purported transferee shall, in violation of the provisions of this
Section, become a Holder of a Residual Certificate, then the prior Holder of
such Residual Certificate that is a Permitted Transferee shall, upon discovery
that the registration of transfer of such Residual Certificate was not in fact
permitted by this Section, be restored to all rights as Holder thereof
retroactive to the date of registration of transfer of such Residual
Certificate. The Trustee shall not be under any liability to any Person for
any
registration of transfer of a Residual Certificate that is in fact not permitted
by this Section or for making any distributions due on such Residual
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the Trustee
received the documents specified in clause (iii). The Trustee shall be entitled
to recover from any Holder of a Residual Certificate that was in fact not a
Permitted Transferee at the time such distributions were made all distributions
made on such Residual Certificate. Any such distributions so recovered by the
Trustee shall be distributed and delivered by the Trustee to the prior Holder
of
such Residual Certificate that is a Permitted Transferee.
(v) If
any Person other than a Permitted Transferee acquires any Ownership Interest
in
a Residual Certificate in violation of the restrictions in this Section, then
the Trustee shall have the right but not the obligation, without notice to
the
Holder of such Residual Certificate or any other Person having an Ownership
Interest therein, to notify the Depositor to arrange for the sale of such
Residual Certificate. The proceeds of such sale, net of commissions (which
may
include commissions payable to the Depositor or its affiliates in connection
with such sale), expenses and taxes due, if any, will be remitted by the Trustee
to the previous Holder of such Residual Certificate that is a Permitted
Transferee, except that in the event that the Trustee determines that the Holder
of such Residual Certificate may be liable for any amount due under this
Section or any other provisions of this Agreement, the Trustee may withhold
a corresponding amount from such remittance as security for such claim. The
terms and conditions of any sale under this clause (v) shall be determined
in the sole discretion of the Trustee and it shall not be liable to any Person
having an Ownership Interest in a Residual Certificate as a result of its
exercise of such discretion.
160
(vi) If
any Person other than a Permitted Transferee acquires any Ownership Interest
in
a Residual Certificate in violation of the restrictions in this Section, then
the Trustee will provide to the Internal Revenue Service, and to the persons
designated in Section 860E(e)(3) of the Code, information needed to compute
the
tax imposed under Section 860E(e)(1) of the Code on such
transfer.
The
foregoing provisions of this Section shall cease to apply to transfers occurring
on or after the date on which there shall have been delivered to the Trustee,
in
form and substance satisfactory to the Trustee, (i) written notification
from each Rating Agency that the removal of the restrictions on Transfer set
forth in this Section will not cause such Rating Agency to downgrade its
rating of any of the Other NIM Notes, the Insured NIM Notes (without giving
effect to any insurance policy issued by the NIMS Insurer) or the Certificates
and (ii) an Opinion of Counsel to the effect that such removal will not
cause any REMIC created hereunder to fail to qualify as a REMIC.
(e) Subject
to the preceding subsections, upon surrender for registration of transfer of
any
Certificate at any office or agency of the Trustee designated from time to
time
for such purpose pursuant to Section 8.12, the Trustee shall execute and
authenticate and deliver, in the name of the designated Transferee or
Transferees, one or more new Certificates of the same Class of a like aggregate
Percentage Interest.
(f) At
the option of the Holder thereof, any Certificate may be exchanged for other
Certificates of the same Class with authorized denominations and a like
aggregate Percentage Interest, upon surrender of such Certificate to be
exchanged at any office or agency of the Trustee maintained for such purpose
pursuant to Section 8.12. Whenever any Certificates are so surrendered for
exchange the Trustee shall execute, authenticate and deliver the Certificates
which the Certificateholder making the exchange is entitled to receive. Every
Certificate presented or surrendered for transfer or exchange shall (if so
required by the Trustee) be duly endorsed by, or be accompanied by a written
instrument of transfer in the form satisfactory to the Trustee duly executed
by,
the Holder thereof or his attorney duly authorized in writing.
(g) No
service charge shall be made for any registration of transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
161
All
Certificates surrendered for registration of transfer or exchange shall be
canceled by the Trustee and disposed of pursuant to its standard
procedures.
|
Section
5.03
|
Mutilated,
Destroyed, Lost or Stolen
Certificates.
|
If
(i) any mutilated Certificate is surrendered to the Trustee or the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of
any
Certificate and (ii) there is delivered to the Trustee, the Depositor and
(in the case of a Class C Certificate or Class P Certificate) the NIMS Insurer
such security or indemnity as may be required by them to save each of them,
and
the Trust Fund, harmless, then, in the absence of notice to the Trustee that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute, authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
tenor and Percentage Interest. Upon the issuance of any new Certificate under
this Section, the Trustee may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto
and
any other expenses (including the fees and expenses of the Trustee) in
connection therewith. Any duplicate Certificate issued pursuant to this Section,
shall constitute complete and indefeasible evidence of ownership in the Trust,
as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.
|
Section
5.04
|
Persons
Deemed Owners.
|
The
Master Servicer, the Depositor, the Trustee, the NIMS Insurer and any agent
of
the Master Servicer, the Depositor, the Trustee or the NIMS Insurer may treat
the Person, including a Depository, in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.01 and for all other purposes whatsoever, and none of
the Master Servicer, the Depositor, the Trustee, the NIMS Insurer nor any agent
of any of them shall be affected by notice to the contrary.
ARTICLE
VI
THE
MASTER SERVICER AND THE DEPOSITOR
|
Section
6.01
|
Liability
of the Master Servicer and the
Depositor.
|
The
Depositor and the Master Servicer each shall be liable in accordance herewith
only to the extent of the obligations specifically imposed by this Agreement
and
undertaken hereunder by the Depositor and the Master Servicer
herein.
|
Section
6.02
|
Merger
or Consolidation of the Depositor or the Master
Servicer.
|
Subject
to the following paragraph, the Depositor 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 incorporation and its
qualification as an approved conventional seller/servicer for Xxxxxx Xxx or
Xxxxxxx Mac in good standing. The Depositor and the Master Servicer each 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.
162
The
Depositor or the Master Servicer may be merged or consolidated with or into
any
Person, or transfer all or substantially all of its assets to any Person, in
which case any Person resulting from any merger or consolidation to which the
Depositor or the Master Servicer shall be a party, or any Person succeeding
to
the business of the Depositor or the Master Servicer, shall be the successor
of
the Depositor or the Master Servicer, as the case may be, hereunder, without
the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the successor or surviving Person to the Master Servicer shall
be
qualified to service mortgage loans on behalf of Xxxxxx Xxx or Xxxxxxx Mac;
and
provided further that the Rating Agencies’ ratings of the Other NIM Notes, the
Class A Certificates, the Mezzanine Certificates and the Class B Certificates
and the shadow rating of the Insured NIM Notes (without giving effect to any
insurance policy issued by the NIMS Insurer) in effect immediately prior to
such
merger or consolidation will not be qualified, reduced or withdrawn as a result
thereof (as evidenced by a letter to such effect from the Rating Agencies to
the
Trustee).
|
Section
6.03
|
Limitation
on Liability of the Depositor, the Master Servicer and
Others.
|
None
of
the Depositor, the Master Servicer or any of the directors, officers, employees
or agents of the Depositor or the Master Servicer shall be under any liability
to the Trust Fund or the Certificateholders for any action taken or for
refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Master Servicer or any such person against
any breach of warranties, representations or covenants made herein, or against
any specific liability imposed on the Master Servicer or the Depositor, as
applicable, pursuant hereto, or against any liability which would otherwise
be
imposed by reason of willful misfeasance, bad faith or negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Depositor, the Master Servicer and any director, officer,
employee or agent of the Depositor or 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 Master Servicer and any director, officer,
employee or agent of the Depositor or the Master Servicer shall be indemnified
and held harmless by the Trust Fund against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or
the
Certificates, other than any loss, liability or expense incurred by reason
of
willful misfeasance, bad faith or negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. Neither the Depositor nor 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 and the Master Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, unless the Depositor or the Master
Servicer acts without the consent of Holders of Certificates entitled to at
least 51% of the Voting Rights (which consent shall not be necessary in the
case
of litigation or other legal action by either to enforce their respective rights
or defend themselves hereunder), the legal expenses and costs of such action
and
any liability resulting therefrom (except any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder) shall be expenses, costs and liabilities
of
the Trust Fund, and the Depositor and the Master Servicer shall be entitled
to
be reimbursed therefor from the Collection Account as and to the extent provided
in Section 3.11, any such right of reimbursement being prior to the rights
of the Certificateholders to receive any amount in the Collection
Account.
163
The
Master Servicer (except the Trustee to the extent it has succeeded the Master
Servicer as required hereunder) indemnifies and holds the Trustee, the Depositor
and the Trust Fund harmless against any and all claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and
any
other costs, fees and expenses that the Trustee, the Depositor or the Trust
Fund
may sustain in any way related to the failure of the Master Servicer to perform
its duties and service the Mortgage Loans in compliance with the terms of this
Agreement. The Master Servicer shall immediately notify the Trustee, the NIMS
Insurer and the Depositor if a claim is made that may result in such claims,
losses, penalties, fines, forfeitures, legal fees or related costs, judgments,
or any other costs, fees and expenses, and the Master Servicer shall assume
(with the consent of the Trustee) the defense of any such claim and pay all
expenses in connection therewith, including reasonable counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against the Master Servicer, the Trustee, the Depositor and/or the Trust Fund
in
respect of such claim. The provisions of this paragraph shall survive the
termination of this Agreement and the payment of the outstanding
Certificates.
|
Section
6.04
|
Limitation
on Resignation of Master Servicer.
|
The
Master Servicer shall not resign from the obligations and duties hereby imposed
on it except (i) upon determination that its duties hereunder are no longer
permissible under applicable law or (ii) with the written consent of the
Trustee and the NIMS Insurer and written confirmation from each Rating Agency
(which confirmation shall be furnished to the Depositor and the Trustee) that
such resignation will not cause such Rating Agency to reduce the then current
rating of any of the Other NIM Notes, the Class A Certificates, the Mezzanine
Certificates or the Class B Certificates or the shadow rating of the Insured
NIM
Notes (without giving effect to any insurance policy issued by the NIMS
Insurer). Any such determination pursuant to clause (i) of the preceding
sentence permitting the resignation of the Master Servicer shall be evidenced
by
an Opinion of Counsel to such effect obtained at the expense of the Master
Servicer and delivered to the Trustee. No resignation of the Master Servicer
shall become effective until the Trustee or a successor servicer reasonably
acceptable to the NIMS Insurer shall have assumed the Master Servicer’s
responsibilities, duties, liabilities (other than those liabilities arising
prior to the appointment of such successor) and obligations under this
Agreement.
Except
as
expressly provided herein, the Master Servicer shall not assign or transfer
any
of its rights, benefits or privileges hereunder to any other Person, nor
delegate to or subcontract with, nor authorize or appoint any other Person
to
perform any of the duties, covenants or obligations to be performed by the
Master Servicer hereunder. The foregoing prohibition on assignment shall not
prohibit the Master Servicer from designating a Sub-Servicer as payee of any
indemnification amount payable to the Master Servicer hereunder; provided,
however, that as provided in Section 3.06 hereof, 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. If,
pursuant to any provision hereof, the duties of the Master Servicer are
transferred to a successor master servicer, the entire amount of the Servicing
Fee and other compensation payable to the Master Servicer pursuant hereto shall
thereafter be payable to such successor master servicer.
164
Section
6.05 Rights
of
the Depositor, the NIMS Insurer and the Trustee in Respect of the Master
Servicer.
The
Master Servicer shall afford (and any Sub-Servicing Agreement shall provide
that
each Sub-Servicer shall afford) the Depositor, the NIMS Insurer and the Trustee,
upon reasonable notice, during normal business hours, access to all records
maintained by the Master Servicer (and any such Sub-Servicer) in respect of
the
Master Servicer’s rights and obligations hereunder and access to officers of the
Master Servicer (and those of any such Sub-Servicer) responsible for such
obligations. Upon request, the Master Servicer shall furnish to the Depositor,
the NIMS Insurer and the Trustee its (and any such Sub-Servicer’s) most recent
financial statements and such other information relating to the Master
Servicer’s capacity to perform its obligations under this Agreement that it
possesses. To the extent such information is not otherwise available to the
public, the Depositor, the NIMS Insurer and the Trustee shall not disseminate
any information obtained pursuant to the preceding two sentences without the
Master Servicer’s (or any such Sub-Servicer’s) written consent, except as
required pursuant to this Agreement or to the extent that it is necessary to
do
so (i) in working with legal counsel, auditors, taxing authorities or other
governmental agencies, rating agencies or reinsurers or (ii) pursuant to
any law, rule, regulation, order, judgment, writ, injunction or decree of any
court or governmental authority having jurisdiction over the Depositor, the
NIMS
Insurer, the Trustee or the Trust Fund, and in either case, the Depositor or
the
Trustee, as the case may be, shall use, and the NIMS Insurer shall be deemed
to
have agreed with the parties hereto to use, its best efforts to assure the
confidentiality of any such disseminated non-public information. The Depositor
may, but is not obligated to, enforce the obligations of the Master Servicer
under this Agreement and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Master Servicer under
this
Agreement or exercise the rights of the Master Servicer under this Agreement;
provided that the Master Servicer shall not be relieved of any of its
obligations under this Agreement by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Master Servicer and is not obligated
to
supervise the performance of the Master Servicer under this Agreement or
otherwise.
ARTICLE
VII
DEFAULT
|
Section
7.01
|
Master
Servicer Events of Default.
|
“Master
Servicer Event of Default,” wherever used herein, means any one of the following
events:
(i) any
failure by the Master Servicer to remit to the Trustee for distribution to
the
Certificateholders any payment (other than an Advance required to be made from
its own funds on any Master Servicer Remittance Date pursuant to
Section 4.04) required to be made under the terms of the Certificates and
this Agreement which continues unremedied for a period of one Business Day
after
the date upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Depositor, the
Trustee (in which case notice shall be provided by telecopy), or to the Master
Servicer, the Depositor and the Trustee by the NIMS Insurer or the Holders
of
Certificates entitled to at least 25% of the Voting Rights; or
165
(ii) any
failure on the part of the Master Servicer duly to observe or perform in any
material respect any of the covenants or agreements on the part of the Master
Servicer contained in this Agreement which continues unremedied for a period
of
45 days (30 days in the case of any failure to maintain a Sub-Servicing
Agreement with an eligible Sub-Servicer to the extent required in accordance
with Section 3.02(c)) after the earlier of (i) the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Master Servicer by the Depositor or the Trustee, or to the
Master Servicer, the Depositor and the Trustee by the NIMS Insurer or the
Holders of Certificates entitled to at least 25% of the Voting Rights and
(ii) actual knowledge of such failure by a Servicing Representative of the
Master Servicer; or
(iii) a
decree or order of a court or agency or supervisory authority having
jurisdiction in the premises in an involuntary case under any present or future
federal or state bankruptcy, insolvency or similar law or the appointment of
a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceeding, or for the
winding-up or liquidation of its affairs, shall have been entered against the
Master Servicer and if such proceeding is being contested by the Master Servicer
in good faith, such decree or order shall have remained in force undischarged
or
unstayed for a period of 60 days or results in the entry of an order for relief
or any such adjudication or appointment; or
(iv) the
Master Servicer shall consent to the appointment of a conservator or receiver
or
liquidator in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings of or relating to it or of or relating to
all
or substantially all of its property; or
(v) the
Master Servicer shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of any applicable
insolvency or reorganization statute, make an assignment for the benefit of
its
creditors; or
(vi) [reserved];
or
(vii) any
failure of the Master Servicer to make, or cause an Advancing Person to make,
any Advance on any Master Servicer Remittance Date required to be made from
its
own funds pursuant to Section 4.04 which continues unremedied until 3:00
p.m. New York time on the Business Day immediately following the Master Servicer
Remittance Date; or
166
(viii) the
Master Servicer ceases to be an approved seller or servicer of Xxxxxx
Xxx.
If
a
Master Servicer Event of Default described in clauses (i) through (vi) of
this Section shall occur, then, and in each and every such case, so long as
such Master Servicer Event of Default shall not have been remedied, the
Depositor or the Trustee may, and at the written direction of the NIMS Insurer
or the Holders of Certificates entitled to at least 51% of Voting Rights, the
Trustee shall, by notice in writing to the NIMS Insurer and the Master Servicer
(and to the Depositor if given by the Trustee or to the Trustee if given by
the
Depositor), terminate all of the rights and obligations of the Master Servicer
in its capacity as Master Servicer under this Agreement, to the extent permitted
by law, and in and to the Mortgage Loans and the proceeds thereof. If a Master
Servicer Event of Default described in clauses (vii) or (viii) hereof shall
occur, the Trustee shall, by notice in writing to the Master Servicer (delivered
immediately by facsimile and effective on the date of acknowledgement of receipt
in the case of a Master Servicer Event of Default described in clause (vii)),
the NIMS Insurer and the Depositor, terminate all of the rights and obligations
of the Master Servicer in its capacity as Master Servicer under this Agreement
and in and to the Mortgage Loans and the proceeds thereof. On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder of any Certificate) or the Mortgage Loans
or otherwise, shall pass to and be vested in the Trustee pursuant to and under
this Section and, without limitation, the Trustee is hereby authorized and
empowered, as attorney-in-fact or otherwise, to execute and deliver on behalf
of
and at the expense of the Master Servicer, any and all documents and other
instruments and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer agrees, at its sole cost
and expense, promptly (and in any event no later than ten Business Days
subsequent to such notice) to provide the Trustee with all documents and records
requested by it to enable it to assume the Master Servicer’s functions under
this Agreement, and to cooperate with the Trustee in effecting the termination
of the Master Servicer’s responsibilities and rights under this Agreement,
including, without limitation, the transfer within one Business Day to the
Trustee for administration by it of all cash amounts which at the time shall
be
or should have been credited by the Master Servicer to the Collection Account
held by or on behalf of the Master Servicer, or any REO Account or Servicing
Account held by or on behalf of the Master Servicer or thereafter be received
with respect to the Mortgage Loans or any REO Property (provided, however,
that
the Master Servicer shall continue to be entitled to receive all amounts accrued
or owing to it under this Agreement on or prior to the date of such termination,
whether in respect of Advances or otherwise, and shall continue to be entitled
to the benefits of Section 6.03, notwithstanding any such termination, with
respect to events occurring prior to such termination). For purposes of this
Section 7.01, the Trustee shall not be deemed to have knowledge of a Master
Servicer Event of Default unless a Responsible Officer of 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, any of the Trust REMICs or this Agreement.
The
Trustee shall be entitled to be reimbursed by the Master Servicer (or by the
Trust Fund if the Master Servicer is unable to fulfill its obligations
hereunder) for all costs associated with the transfer of servicing from the
predecessor master servicer, including without limitation, any costs or expenses
associated with the complete transfer of all servicing data and the completion,
correction or manipulation of such servicing data as may be required by the
Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee to service the Mortgage Loans properly and
effectively.
167
|
Section
7.02
|
Trustee
to Act; Appointment of Successor.
|
(a) On
and after the time the Master Servicer receives a notice of termination, the
Trustee shall be the successor in all respects to the Master Servicer in its
capacity as Master Servicer under this Agreement and the transactions set forth
or provided for herein and shall be subject to all the responsibilities, duties
and liabilities relating thereto and arising thereafter, which shall be assumed
by the Trustee (except for any representations or warranties of the Master
Servicer under this Agreement, the responsibilities, duties and liabilities
contained in Section 2.03(c) and its obligation to deposit amounts in
respect of losses pursuant to Section 3.12) by the terms and provisions
hereof including, without limitation, the Master Servicer’s obligations to make
Advances pursuant to Section 4.04; provided, however, that if the Trustee
is prohibited by law or regulation from obligating itself to make advances
regarding delinquent Mortgage Loans, then the Trustee shall not be obligated
to
make Advances pursuant to Section 4.04; and provided further, that any
failure to perform such duties or responsibilities caused by the Master
Servicer’s failure to provide information required by Section 7.01 shall
not be considered a default by the Trustee as successor to the Master Servicer
hereunder; provided, however, it is understood and acknowledged by the parties
that there will be a period of transition (not to exceed 90 days) before the
servicing transfer is fully effected. As compensation therefor, the Trustee
shall be entitled to the Servicing Fee and all funds relating to the Mortgage
Loans to which the Master Servicer would have been entitled if it had continued
to act hereunder (other than amounts which were due or would become due to
the
Master Servicer prior to its termination or resignation). Notwithstanding
anything herein to the contrary, in no event shall the Trustee 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 Master Servicer
to
act as successor Master Servicer under this Agreement and the transactions
set
forth or provided for herein. After the Master Servicer receives a notice of
termination, notwithstanding the above and subject to the next paragraph, the
Trustee may, if it shall be unwilling to so act, or shall, if it is unable
to so
act or if it is prohibited by law from making advances regarding delinquent
Mortgage Loans, or if the NIMS Insurer or the Holders of Certificates entitled
to at least 51% of the Voting Rights so request in writing to the Trustee,
promptly appoint, or petition a court of competent jurisdiction to appoint,
an
established mortgage loan servicing institution acceptable to each Rating
Agency, having a net worth of not less than $15,000,000 and reasonably
acceptable to the NIMS Insurer, as the successor to the Master Servicer under
this Agreement in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer under this Agreement.
No
appointment of a successor to the Master Servicer under this Agreement shall
be
effective until the assumption by the successor of all of the Master Servicer’s
responsibilities, duties and liabilities hereunder. In connection with such
appointment and assumption described herein, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the Master Servicer as such
hereunder. The Depositor, the Trustee and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession. Pending appointment of a successor to the Master Servicer under
this
Agreement, the Trustee shall act in such capacity as hereinabove
provided.
168
In
connection with the termination or resignation of the Master Servicer hereunder,
either (i) the successor Master Servicer, including the Trustee if the Trustee
is acting as successor Master Servicer, shall represent and warrant that it
is a
member of MERS in good standing and shall agree to comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the Mortgage Loans that are registered with MERS, in which case the
predecessor Master Servicer shall cooperate with the successor Master Servicer
in causing MERS to revise its records to reflect the transfer of servicing
to
the successor Master Servicer as necessary under MERS’ rules and regulations, or
(ii) the predecessor Master Servicer shall cooperate with the successor Master
Servicer in causing MERS to execute and deliver an assignment of Mortgage in
recordable form to transfer the Mortgage from MERS to the Trustee and to execute
and deliver such other notices, documents and other instruments as may be
necessary or desirable to effect a transfer of such Mortgage Loan or servicing
of such Mortgage Loan on the MERS® System to the successor Master Servicer. The
predecessor Master Servicer shall file or cause to be filed any such assignment
in the appropriate recording office. The predecessor Master Servicer shall
bear
any and all fees of MERS, costs of preparing any assignments of Mortgage, and
fees and costs of filing any assignments of Mortgage that may be required under
this Section 7.02(a).
Upon
removal or resignation of the Master Servicer, the Trustee, with the cooperation
of the Depositor, (x) shall solicit bids for a successor Master Servicer as
described below and (y) pending the appointment of a successor Master
Servicer as a result of soliciting such bids, shall serve as Master Servicer
of
the Mortgage Loans serviced by such predecessor Master Servicer. The Trustee
shall solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the first paragraph of this Section 7.02 (including
the Trustee or any affiliate thereof). Such public announcement shall specify
that the successor Master Servicer shall be entitled to the servicing
compensation agreed upon between the Trustee, the successor Master Servicer
and
the Depositor; provided, however, that no such fee shall exceed the Servicing
Fee. Within thirty days after any such public announcement, the Trustee with
the
cooperation of the Depositor, shall negotiate in good faith and effect the
sale,
transfer and assignment of the servicing rights and responsibilities hereunder
to the qualified party submitting the highest satisfactory bid as to the price
they will pay to obtain such servicing. The Trustee, upon receipt of the
purchase price shall pay such purchase price to the Master Servicer being so
removed, after deducting from any sum received by the Trustee from the successor
to the Master Servicer in respect of such sale, transfer and assignment all
costs and expenses of any public announcement and of any sale, transfer and
assignment of the servicing rights and responsibilities reasonably incurred
hereunder. After such deductions, the remainder of such sum shall be paid by
the
Trustee to the Master Servicer at the time of such sale.
(b) If
the Master Servicer fails to remit to the Trustee for distribution to the
Certificateholders any payment required to be made under the terms of this
Agreement (for purposes of this Section 7.02(b), a “Remittance”) because
the Master Servicer is the subject of a proceeding under the Bankruptcy Code
and
the making of such Remittance is prohibited by Section 362 of the
Bankruptcy Code, the Trustee shall upon written notice of such prohibition,
regardless of whether it has received a notice of termination under
Section 7.01, shall be treated as though it had succeeded to the Master
Servicer and shall advance the amount of such Remittance by depositing such
amount in the Distribution Account on the related Distribution Date. The Trustee
shall be obligated to make such advance only if (i) such advance, in the
good faith judgment of the Trustee can reasonably be expected to be ultimately
recoverable from Stayed Funds and (ii) the Trustee is not prohibited by law
from making such advance or obligating itself to do so. Upon remittance of
the
Stayed Funds to the Trustee or the deposit thereof in the Distribution Account
by the Master Servicer, a trustee in bankruptcy or a federal bankruptcy court,
the Trustee may recover the amount so advanced, without interest, by withdrawing
such amount from the Distribution Account; however, nothing in this Agreement
shall be deemed to affect the Trustee’s rights to recover from the Master
Servicer’s own funds interest on the amount of any such advance. If the Trustee
at any time makes an advance under this subsection which it later
determines in its good faith judgment will not be ultimately recoverable from
the Stayed Funds with respect to which such advance was made, the Trustee shall
be entitled to reimburse itself for such advance, without interest, by
withdrawing from the Distribution Account, out of amounts on deposit therein,
an
amount equal to the portion of such advance attributable to the Stayed
Funds.
169
|
Section
7.03
|
Notification
to Certificateholders.
|
(a) Upon
any termination of the Master Servicer pursuant to Section 7.01 above or
any appointment of a successor to the Master Servicer pursuant to
Section 7.02 above, the Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to the NIMS Insurer.
(b) Not
later than the later of 60 days after the occurrence of any event, which
constitutes or which, with notice or lapse of time or both, would constitute
a
Master Servicer Event of Default or five days after a Responsible Officer of
the
Trustee becomes aware of the occurrence of such an event, the Trustee shall
transmit by mail to all Holders of Certificates and to the NIMS Insurer notice
of each such occurrence, unless such default or Master Servicer Event of Default
shall have been cured or waived.
|
Section
7.04
|
Waiver
of Master Servicer Events of
Default.
|
The
Holders representing at least 66% of the Voting Rights evidenced by all Classes
of Certificates affected by any default or Master Servicer Event of Default
hereunder may, with the consent of the NIMS Insurer, waive such default or
Master Servicer Event of Default; provided,
however,
that a
default or Master Servicer Event of Default under clause (i) or (vii) of
Section 7.01 may be waived only by all of the Holders of the Regular
Certificates and the NIMS Insurer (as evidenced by the written consent of the
NIMS Insurer). Upon any such waiver of a default or Master Servicer Event of
Default, such default or Master Servicer Event of Default shall cease to exist
and shall be deemed to have been remedied for every purpose hereunder. No such
waiver shall extend to any subsequent or other default or Master Servicer Event
of Default or impair any right consequent thereon except to the extent expressly
so waived.
170
ARTICLE
VIII
THE
TRUSTEE
|
Section
8.01
|
Duties
of Trustee.
|
The
Trustee, prior to the occurrence of a Master Servicer Event of Default and
after
the curing of all Master Servicer Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically
set
forth in this Agreement. During a Master Servicer Event of Default, the Trustee
shall exercise such of the rights and powers vested in it by this Agreement,
and
use the same degree of care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct of such person’s
own affairs. Any permissive right of the Trustee enumerated in this Agreement
shall not be construed as a duty.
The
Trustee, upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee which
are specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they conform 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 shall
take such action as it deems appropriate to have the instrument corrected,
and
if the instrument is not corrected to the Trustee’s satisfaction, the Trustee
will provide notice thereof to the Certificateholders.
No
provision of this Agreement shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or
its
own misconduct; provided, however, that:
(i) Prior
to the occurrence of a Master Servicer Event of Default, and after the curing
of
all such Master Servicer Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in
this
Agreement, no implied covenants or obligations shall be read into this Agreement
against the Trustee and, in the absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee that conform to the requirements of this
Agreement;
(ii) The
Trustee shall not be personally liable for an error of judgment made in good
faith by a Responsible Officer or Responsible Officers of the Trustee unless
it
shall be proved that the Trustee was negligent in ascertaining the pertinent
facts; and
(iii) The
Trustee shall not be personally liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the
direction of the NIMS Insurer or the Holders of Certificates entitled to at
least 25% of the Voting Rights relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this
Agreement.
171
|
Section
8.02
|
Certain
Matters Affecting the Trustee.
|
(a) Except
as otherwise provided in Section 8.01:
(i) The
Trustee may request and rely conclusively upon and shall be fully protected
in
acting or refraining from acting upon any resolution, Officers’ Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper
or document reasonably believed by it to be genuine and to have been signed
or
presented by the proper party or parties and the manner of obtaining consents
and evidencing the authorization of the execution thereof shall be subject
to
such reasonable regulations as the Trustee may prescribe;
(ii) The
Trustee may consult with counsel and any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken or suffered
or omitted by it hereunder in good faith and in accordance with such Opinion
of
Counsel;
(iii) The
Trustee shall be under no obligation to exercise any of the 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
NIMS Insurer or the Certificateholders, pursuant to the provisions of this
Agreement, unless the NIMS Insurer or such Certificateholders shall have offered
to the Trustee 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) The
Trustee shall not be personally liable for any action taken, suffered or omitted
by it in good faith and believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement;
(v) Prior
to the occurrence of a Master Servicer Event of Default hereunder and after
the
curing of all Master Servicer Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing to do so by the NIMS Insurer or the Holders of
Certificates entitled to at least 25% of the Voting Rights; provided, however,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee not reasonably assured to the
Trustee by the NIMS Insurer or such Certificateholders, the Trustee may require
reasonable indemnity against such expense, or liability from the NIMS Insurer
or
such Certificateholders as a condition to taking any such action;
172
(vi) The
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents custodians, nominees or
attorneys and shall not be responsible for any willful misconduct or negligence
of such agents, custodians, nominees or attorneys (as long as such agents,
custodians, nominees or attorneys are appointed with due and proper
care);
(vii) The
Trustee shall not be personally liable for any loss resulting from the
investment of funds held in the Collection Account or the Supplemental Interest
Account at the direction of the Master Servicer pursuant to Section 3.12 or
the Holders of the majority of the Percentage Interest in the Class C
Certificates, pursuant to Section 4.09, as applicable; and
(viii) Except
as otherwise expressly provided herein, none of the provisions of this Agreement
shall require the Trustee to expend or risk its own funds or otherwise to incur
any liability, financial or otherwise, in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers (not including
expenses, disbursements and advances incurred or made by the Trustee including
the compensation and the expenses and disbursements of its agents and counsel,
in the ordinary course of the Trustee’s performance in accordance with the
provisions of this Agreement) if it shall have reasonable grounds for believing
that repayment of such funds or indemnity satisfactory to it against such risk
or liability is not assured to it.
(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.
|
Section
8.03
|
Trustee
Not Liable for Certificates or Mortgage
Loans.
|
The
recitals contained herein and in the Certificates (other than the signature
of
the Trustee, the execution and authentication of the Trustee on the
Certificates, the acknowledgments of the Trustee contained in Article II
and the representations and warranties of the Trustee in Section 8.13)
shall be taken as the statements of the Depositor, and the Trustee shall not
assume any responsibility for their correctness. The Trustee makes no
representations or warranties as to the validity or sufficiency of this
Agreement (other than as specifically set forth in Section 8.13) or of the
Certificates (other than execution and authentication of the Trustee on the
Certificates) or of any Mortgage Loan or related document. The Trustee shall
not
be accountable for the use or application by the Depositor of any of the
Certificates or of the proceeds of the Certificates, or for the use or
application of any funds paid to the Depositor or the Master Servicer in respect
of the Mortgage Loans or deposited in or withdrawn from the Collection Account
by the Master Servicer, other than any funds held by or on behalf of the Trustee
in accordance with Section 3.10.
173
|
Section
8.04
|
Trustee
May Own Certificates.
|
The
Trustee in its individual capacity or any other capacity may become the owner
or
pledgee of Certificates with the same rights it would have if it were not
Trustee and may transact banking and/or trust business with the Seller, the
Depositor, the Master Servicer or their Affiliates.
|
Section
8.05
|
Trustee’s
Fees and Expenses.
|
(a) On
the
Closing Date, the Depositor shall pay to the Trustee as specified in a separate
agreement between the Depositor and the Trustee. The Trustee shall withdraw
from
the Distribution Account on each Distribution Date and pay to itself the Trustee
Fee for such Distribution Date and one day’s interest earnings (net of losses)
on amounts on deposit in the Distribution Account. The right to receive the
Trustee Fee may not be transferred in whole or in part except in connection
with
the transfer of all of the Trustee’s responsibilities and obligations under this
Agreement.
The
Trustee, and any director, officer, employee or agent of the Trustee shall
be
indemnified by the Trust Fund and held harmless against any loss, liability
or
expense (not including expenses, disbursements and advances incurred or made
by
the Trustee, including the compensation and the expenses and disbursements
of
its agents and counsel, in the ordinary course of the Trustee’s performance in
accordance with the provisions of this Agreement) incurred by the Trustee
arising out of or in connection with the acceptance or administration of its
obligations (including, without limitation, its obligation to enter into the
Swap Agreement) and duties under this Agreement, other than any loss, liability
or expense (i) in any way relating to the failure of the Master Servicer to
perform its duties and service the Mortgage Loans in compliance with the terms
of this Agreement, (ii) that constitutes a specific liability of the
Trustee pursuant to Section 4.08 or 10.01(c) or (iii) any loss, liability
or expense incurred by reason of willful misfeasance, bad faith or negligence
in
the performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder, including as a result of a breach of the
Trustee’s obligations under Article X hereof. Any amounts payable to the
Trustee or any director, officer, employee or agent of the Trustee in respect
of
the indemnification provided by this paragraph (a), or pursuant to any other
right of reimbursement from the Trust Fund that the Trustee or any director,
officer, employee or agent of the Trustee may have hereunder in its capacity
as
such, may be withdrawn by the Trustee from the Distribution Account at any
time.
Such indemnity shall survive the termination of this Agreement and the
resignation of the Trustee.
As
a
limitation on the foregoing with respect to certain expenses of the Trustee,
the
Trustee shall receive from the Trust Fund amounts with respect to
indemnification for counsel fees and expenses (collectively, “Legal Fees”) in
connection with any third-party litigation or other claims alleging violations
of laws or regulations relating to consumer lending and/or servicing of the
Trust Fund (collectively, “Third Party Claims”) in an amount not greater than
$25,000 per month, and $600,000 in the aggregate (with amounts in excess of
$25,000 for any month carried-forward to subsequent months, until the $600,000
aggregate maximum is reached). The Trustee shall have no obligation to incur
additional expenses for which reimbursement is limited pursuant to this
paragraph in excess of the aggregate limit set forth above unless it has
received reasonable security or indemnity for such additional expenses. The
Certificateholders shall hold the Trustee harmless for any consequences to
such
Certificateholders resulting from any failure of the Trustee to incur any such
additional expenses in excess of the aforementioned aggregate
limit.
174
(b) Without
limiting the Master Servicer’s indemnification obligations under
Section 6.03, the Master Servicer agrees to indemnify the Trustee from, and
hold it harmless against, any loss, liability or expense resulting from a breach
of the Master Servicer’s obligations and duties under this Agreement. Such
indemnity shall survive the termination or discharge of this Agreement and
the
resignation or removal of the Trustee. Any payment under this
Section 8.05(b) made by the Master Servicer to the Trustee shall be from
the Master Servicer’s own funds, without reimbursement from the Trust Fund
therefor.
|
Section
8.06
|
Eligibility
Requirements for Trustee.
|
The
Trustee hereunder shall at all times be a corporation or an association (other
than the Depositor, the Seller, the Master Servicer or any Affiliate of the
foregoing) organized and doing business under the laws of any state or the
United States of America, authorized under such laws to exercise corporate
trust
powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or association publishes reports of conditions at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of conditions so
published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in
Section 8.07.
|
Section
8.07
|
Resignation
or Removal of Trustee.
|
The
Trustee may at any time resign and be discharged from the trust hereby created
by giving written notice thereof to the NIMS Insurer, the Depositor, the Master
Servicer and the Certificateholders. Upon receiving such notice of resignation,
the Depositor shall promptly appoint a successor Trustee by written instrument,
in duplicate, which instrument shall be delivered to the resigning Trustee
and
to the successor Trustee acceptable to the NIMS Insurer and to the Holders
of
Certificates entitled to at least 51% of the Voting Rights. A copy of such
instrument shall be delivered to the Certificateholders and the Master Servicer
by the Depositor. If no successor Trustee shall have been so appointed and
have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.
If
at any
time the Trustee shall cease to be eligible in accordance with the provisions
of
Section 8.06 and shall fail to resign after written request therefor by the
Depositor or the NIMS Insurer, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Depositor
or the NIMS Insurer, may remove the Trustee and the Depositor may appoint a
successor Trustee, acceptable to the NIMS Insurer and to the Holders of
Certificates entitled to at least 51% of the Voting Rights, by written
instrument, in duplicate, which instrument shall be delivered to the Trustee
so
removed and to the successor Trustee. A copy of such instrument shall be
delivered to the Certificateholders and the Master Servicer by the
Depositor.
175
The
Holders of Certificates entitled to at least 51% of the Voting Rights, with
the
consent of the NIMS Insurer, may at any time remove the Trustee and appoint
a
successor Trustee by written instrument or instruments, in triplicate, signed
by
the NIMS Insurer or such Holders, as applicable, or their attorneys-in-fact
duly
authorized, one complete set of which instruments shall be delivered to the
Depositor, one complete set to the Trustee so removed and one complete set
to
the successor so appointed. A copy of such instrument shall be delivered to
the
NIMS Insurer, the Certificateholders and the Master Servicer by the Depositor.
Any
resignation or removal of the Trustee and appointment of a successor Trustee
pursuant to any of the provisions of this Section shall not become
effective until acceptance of appointment by the successor Trustee as provided
in Section 8.08.
|
Section
8.08
|
Successor
Trustee.
|
Any
successor Trustee appointed as provided in Section 8.07 shall execute,
acknowledge and deliver to the Depositor, and to its predecessor Trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as Trustee herein. The
predecessor Trustee shall deliver to the successor Trustee all Mortgage Files
and related documents and statements, as well as all moneys, held by it
hereunder (other than any Mortgage Files at the time held by a Custodian, which
Custodian shall become the agent of any successor Trustee hereunder), and the
Depositor and the predecessor Trustee shall execute and deliver such instruments
and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor Trustee all such rights,
powers, duties and obligations.
No
successor Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Trustee shall
be eligible under the provisions of Section 8.06 and the appointment of
such successor Trustee shall not result in a downgrading of the ratings of
any
of the Other NIM Notes or of any Class of Certificates or of the shadow ratings
of the Insured NIM Notes (without giving effect to any insurance policy issued
by the NIMS Insurer) by any Rating Agency, as evidenced by a letter from each
Rating Agency.
Upon
acceptance of appointment by a successor Trustee as provided in this Section,
the Depositor shall mail notice of the succession of such Trustee hereunder
to
all Holders of Certificates at their addresses as shown in the Certificate
Register and the Swap Counterparty. If the Depositor fails to mail such notice
within 10 days after acceptance of appointment by the successor Trustee, the
successor Trustee shall cause such notice to be mailed at the expense of the
Depositor.
176
|
Section
8.09
|
Merger
or Consolidation of Trustee.
|
Any
corporation or association into which the Trustee may be merged or converted
or
with which it may be consolidated or any corporation or association resulting
from any merger, conversion or consolidation to which the Trustee shall be
a
party, or any corporation or association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or association shall be eligible under the provisions of
Section 8.06, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
|
Section
8.10
|
Appointment
of Co-Trustee or Separate Trustee.
|
Notwithstanding
any other provisions hereof, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of REMIC 1, or property
securing the same may at the time be located, the Master Servicer and the
Trustee, acting jointly shall have the power and shall execute and deliver
all
instruments to appoint one or more Persons approved by the Trustee and the
NIMS
Insurer, to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of REMIC 1, and
to vest in such Person or Persons, in such capacity, such title to REMIC 1,
or any part thereof and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the
Master Servicer and the Trustee may consider necessary or desirable. If the
Master Servicer shall not have joined in such appointment or the NIMS Insurer
shall not have approved such appointment within 15 days after the receipt by
it
of a request so to do, or in case a Master Servicer Event of Default shall
have
occurred and be continuing, the Trustee alone shall have the power to make
such
appointment. No co-trustee or separate trustee hereunder shall be required
to
meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof. If such appointment is at the request of the Master Servicer then any
expense of the Trustee shall be deemed a Servicing Advance for all purpose
of
this Agreement, otherwise it will be an expense of the Trustee and will be
payable out of the Trustee’s funds.
In
the
case of any appointment of a co-trustee or separate trustee pursuant to this
Section 8.10 all rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly, except
to the extent that under any law of any jurisdiction in which any particular
act
or acts are to be performed by the Trustee (whether as Trustee hereunder or
as
successor to the Master Servicer hereunder), the Trustee shall be incompetent
or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to REMIC 1, or any
portion thereof in any such jurisdiction) shall be exercised and performed
by
such separate trustee or co-trustee at the direction of the
Trustee.
Any
notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee
or
co-trustee shall refer to this Agreement and the conditions of this
Article VIII. Each separate trustee and co-trustee, upon its acceptance of
the trust conferred, shall be vested with the estates or property specified
in
its instrument of appointment, either jointly with the Trustee or separately,
as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
177
Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its
agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement
on
its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
|
Section
8.11
|
Appointment
of Custodians.
|
The
Trustee may, with the consent of the Depositor and the Master Servicer, appoint
one or more Custodians to hold all or a portion of the Mortgage Files as agent
for the Trustee, by entering into a Custodial Agreement. The Trustee shall
initially serve as the Custodian and this Agreement shall serve as the Custodial
Agreement. The appointment of any Custodian may at any time be terminated and
a
substitute Custodian appointed therefor upon the reasonable request of the
Master Servicer to the Trustee and the consent of the NIMS Insurer, the consent
to which shall not be unreasonably withheld. The Trustee shall pay any and
all
fees and expenses of any Custodian (other than the Washington Mutual Custodian)
in accordance with each Custodial Agreement. Subject to Article VIII
hereof, the Trustee agrees to comply with the terms of each Custodial Agreement
and to enforce the terms and provisions thereof against the Custodian for the
benefit of the Certificateholders having an interest in any Mortgage File held
by such Custodian. Each Custodian shall be a depository institution or trust
company subject to supervision by federal or state authority, shall have
combined capital and surplus of at least $10,000,000 and shall be qualified
to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 11.01. In no
event shall the appointment of any Custodian pursuant to a Custodial Agreement
diminish the obligations of the Trustee hereunder. The Trustee shall at all
times remain responsible under the terms of this Agreement notwithstanding
the
fact that certain duties have been assigned to the Custodian (other than the
Washington Mutual Custodian), but only to the extent the Trustee is responsible
for its own acts hereunder. Any documents delivered by the Depositor or the
Master Servicer to a Custodian other than the Trustee, if any, shall be deemed
to have been delivered to the Trustee for all purposes hereunder; and any
documents held by such a Custodian, if any, shall be deemed to be held by the
Trustee for all purposes hereunder. In order to comply with its duties under
the
U.S. Patriot Act, the Custodian shall obtain and verify certain information
and
documentation from the other parties to this Agreement, including, but not
limited to, such parties’ name, address, and other identifying
information.
|
Section
8.12
|
Appointment
of Office or Agency.
|
The
Trustee will appoint an office or agency in the City of New York where the
Certificates may be surrendered for registration of transfer or exchange, and
presented for final distribution, and where notices and demands to or upon
the
Trustee in respect of the Certificates and this Agreement may be served. As
of
the Closing Date, the Trustee designates its offices located at the office
of
Trustee’s agent, located at DB Services Tennessee, 000 Xxxxxxxxx Xxxx Xxxx,
Xxxxxxxxx, XX 00000-0000, Attn: Transfer Unit for such purpose.
178
|
Section
8.13
|
Representations
and Warranties of the Trustee.
|
The
Trustee hereby represents and warrants to the Master Servicer and the Depositor,
as of the Closing Date, that:
(i) it
is a national banking association duly organized, validly existing and in good
standing under the laws of the United States.
(ii) the
execution and delivery of this Agreement, and the performance and compliance
with the terms of this Agreement, will not violate its charter or bylaws or
constitute a default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, or result in the breach of, any material
agreement or other instrument to which it is a party or which is applicable
to
it or any of its assets.
(iii) it
has the full power and authority to enter into and consummate all transactions
contemplated by this Agreement, has duly authorized the execution, delivery
and
performance of this Agreement, and has duly executed and delivered this
Agreement.
(iv) this
Agreement, assuming due authorization, execution and delivery by the Master
Servicer and the Depositor, constitutes its valid, legal and binding obligation,
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.
ARTICLE
IX
TERMINATION
|
Section
9.01
|
Termination
Upon Purchase or Liquidation of All Mortgage
Loans.
|
(a) Subject
to Section 9.02, the respective obligations and responsibilities under this
Agreement of the Depositor, the Master Servicer and the Trustee (other than
the
obligations of the Master Servicer to the Trustee pursuant to Section 8.05
and of the Master Servicer to provide for and the Trustee to make payments
in
respect of the REMIC 1 Regular Interests, REMIC 2 Regular Interests,
REMIC 3 Regular Interests, REMIC 3 Regular Interests and the Classes of
Certificates as hereinafter set forth) shall terminate upon the payment to
the
Certificateholders and the deposit of all amounts held by or on behalf of the
Trustee and required hereunder to be so paid or deposited on the Distribution
Date coinciding with or following the earlier to occur of (i) the purchase
by the Terminator (as defined below) of all Mortgage Loans and each REO Property
remaining in REMIC 1 and (ii) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in REMIC 1; 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. The purchase by the Terminator of all Mortgage Loans and
each REO Property remaining in REMIC 1 shall be at a price (the
“Termination Price”) equal to (a) if the Terminator is the Master Servicer,
100% of the aggregate Stated Principal Balance of all the Mortgage Loans
included in REMIC 1 and accrued interest on the Stated Principal Balance of
each
such Mortgage Loan at the applicable Net Mortgage Rate in effect from time
to
time from the Due Date as to which interest was last paid by the related
Mortgagor or by an advance by the Master Servicer to but not including the
first
day of the month in which such purchase is to be effected, plus the appraised
value of each REO Property, if any, included in REMIC 1, such appraisal to
be
conducted by an appraiser selected by the Terminator in its reasonable
discretion and (b) if the Terminator is the Holder of a majority of the
Percentage Interest in the Class C Certificates or is the NIMS Insurer, the
greater of (A) the aggregate Purchase Price of all the Mortgage Loans
included in REMIC 1, plus the appraised value of each REO Property, if any,
included in REMIC 1, such appraisal to be conducted by an appraiser
selected by the Terminator in its reasonable discretion, and (B) the
aggregate fair market value of all of the assets of REMIC 1 (as determined
by the Terminator, as of the close of business on the third Business Day next
preceding the date upon which notice of any such termination is furnished to
Certificateholders pursuant to the third paragraph of this Section 9.01),
and any additional amounts necessary to pay all interest accrued on, as well
as
amounts necessary to pay in full the principal balance of, the NIM Notes and
any
amounts necessary to reimburse the NIMS Insurer for all amounts paid under
the
NIMs insurance policy and any other amounts reimbursable or otherwise payable
to
the NIMS Insurer, in each case, with interest thereon at the applicable rate
set
forth in the Indenture and to the extent not previously reimbursed or paid
and
any amounts payable by the Trust to the Swap Counterparty pursuant to the Swap
Agreement, including any Swap Termination Payment payable by the Trust including
any interest on such Swap Termination Payment at the applicable rate set forth
in the Swap Agreement from the Early Termination Date until such Swap
Termination Payment is paid.
179
(b) The
Holder of a majority of the Percentage Interest in the Class C Certificates
(except if such Holder is the Seller or any of its Affiliates) shall have the
right, and if the Holder of a majority of the Percentage Interest in the Class
C
Certificates does not exercise such right, the Master Servicer shall have the
right and, if the Master Servicer does not exercise such right, the NIMS
Insurer, shall have the right (the party exercising such right, the
“Terminator”) to purchase all of the Mortgage Loans and each REO Property
remaining in REMIC 1 pursuant to clause (i) of the preceding paragraph
no later than the Determination Date in the month immediately preceding the
Distribution Date on which the Certificates will be retired; provided, however,
that the Terminator may elect to purchase all of the Mortgage Loans and each
REO
Property remaining in REMIC 1 pursuant to clause (i) of the preceding
paragraph only if the aggregate Stated Principal Balance of the Mortgage Loans
and each REO Property remaining in the Trust Fund at the time of such election
is equal to or less than 10% of the Cut-off Date Principal Balance of the
Closing Date Mortgage Loans. Additionally, if the Terminator is the Master
Servicer, the Terminator may elect to purchase all of the Mortgage Loans and
each REO Property in REMIC 1 pursuant to clause (i) of the preceding paragraph
only if the Termination Price (A) is equal to or less than the aggregate fair
market value of all of the assets of REMIC 1 (as determined by the Terminator,
as of the close of business on the third Business Day next preceding the date
upon which notice of any such termination is furnished to Certificateholders
pursuant to Section 9.01(c)), (B) will result in distributions on the
Certificates sufficient (together with all amounts received under the Indenture
other than on account of the Certificates) to pay all interest accrued on,
as
well as amounts necessary to pay in full the principal balance of, the NIM
Notes
and any amounts necessary to reimburse the NIMS Insurer for all amounts paid
under the NIMs insurance policy and any other amounts reimbursable or otherwise
payable to the NIMS Insurer, in each case, with interest thereon at the
applicable rate set forth in the Indenture and to the extent not previously
reimbursed or paid (unless the NIMS Insurer consents to a lesser Termination
Price) and (C) will result in distributions to the Swap Counterparty sufficient
to pay in full all amounts payable by the Trust to the Swap Counterparty
pursuant to the Swap Agreement, including any Swap Termination Payment payable
by the Trust including any interest on such Swap Termination Payment at the
applicable rate set forth in the Swap Agreement from the Early Termination
Date
until such Swap Termination Payment is paid. The Terminator shall give notice
to
the Trustee and the Swap Counterparty of its election to purchase all Mortgage
Loans and REO Properties remaining to REMIC 1 no later than four Business Days
prior to the related Determination Date in the month immediately preceding
the
Distribution Date on which the Certificates will be retired; provided that
the
Terminator, or the Trustee on its behalf, may request a non-binding estimate
of
the Swap Termination Payment due upon the exercise of the right of repurchase
pursuant to this Section 9.01 prior to such Determination Date. By acceptance
of
the Residual Certificates, the Holders of the Residual Certificates agree for
so
long as any NIM Notes are outstanding, in connection with any termination
hereunder, to assign and transfer any amounts in excess of par, and to the
extent received in respect of such termination, to pay any such amounts to
the
Holders of the Class C Certificates.
180
(c) Notice
of the liquidation of the REMIC 1 Regular Interests shall be given promptly
by the Trustee by letter to Certificateholders mailed (a) in the event such
notice is given in connection with the purchase of the Mortgage Loans and each
REO Property by the Terminator, not earlier than the 15th day and not later
than
the 25th day of the month next preceding the month of the final distribution
on
the Certificates or (b) otherwise during the month of such final
distribution on or before the Determination Date in such month, in each case
specifying (i) the Distribution Date upon which the Trust Fund will
terminate and final payment in respect of the REMIC 1 Regular Interests and
the related Certificates will be made upon presentation and surrender of the
related Certificates at the office of the Trustee therein designated,
(ii) the amount of any such final payment, (iii) that no interest
shall accrue in respect of the REMIC 1 Regular Interests or the related
Certificates from and after the Accrual Period relating to the final
Distribution Date therefor and (iv) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made
only
upon presentation and surrender of the Certificates at the office of the Trustee
designated in such notice for purposes of such surrender. The Trustee shall
remit to the Master Servicer from such funds deposited in the Distribution
Account (i) any amounts which the Master Servicer would be permitted to
withdraw and retain from the Collection Account pursuant to Section 3.11
and (ii) any other amounts otherwise payable by the Trustee to the Master
Servicer from amounts on deposit in the Distribution Account pursuant to the
terms of this Agreement, in each case prior to making any final distributions
pursuant to Section 9.01(d) below. Upon certification to the Trustee by a
Servicing Representative of the making of such final deposit, the Trustee shall
promptly release or cause to be released to the Terminator the Mortgage Files
for the remaining Mortgage Loans, and the Trustee shall execute all assignments,
endorsements and other instruments necessary to effectuate such
transfer.
181
(d) Upon
presentation of the Certificates by the Certificateholders on the final
Distribution Date, the Trustee shall distribute to each Certificateholder so
presenting and surrendering its Certificates the amount otherwise distributable
on such Distribution Date in accordance with Section 4.01 in respect of the
Certificates so presented and surrendered. Any funds not distributed to any
Holder or Holders of Certificates being retired on such Distribution Date
because of the failure of such Holder or Holders to tender their Certificates
shall, on such date, be set aside and held in trust by the Trustee and credited
to the account of the appropriate non-tendering Holder or Holders. If any
Certificates as to which notice has been given pursuant to this
Section 9.01 shall not have been surrendered for cancellation within six
months after the time specified in such notice, the Trustee shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their
Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Trustee
shall, directly or through an agent, mail a final notice to remaining related
non-tendering Certificateholders concerning surrender of their Certificates.
The
costs and expenses of maintaining the funds in trust and of contacting such
Certificateholders shall be paid out of the assets remaining in the trust funds.
If within one year after the final notice any such Certificates shall not have
been surrendered for cancellation, the Trustee shall pay to Greenwich Capital
Markets, Inc. and WaMu Capital Corp., equally, 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 Trustee as a result of such Certificateholder’s failure to
surrender its Certificate(s) for final payment thereof in accordance with this
Section 9.01.
Immediately
following the deposit of funds in trust hereunder in respect of the
Certificates, the Trust Fund shall terminate.
|
Section
9.02
|
Additional
Termination Requirements.
|
(a) In
the event that the Terminator purchases all the Mortgage Loans and each REO
Property or the final payment on or other liquidation of the last Mortgage
Loan
or REO Property remaining in REMIC 1 pursuant to Section 9.01, the
Trust Fund shall be terminated in accordance with the following additional
requirements:
(i) The
Trustee shall specify the first day in the 90-day liquidation period in a
statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury
regulation Section 1.860F-1 and shall satisfy all requirements of a
qualified liquidation under Section 860F of the Code and any regulations
thereunder with respect to each Trust REMIC, as evidenced by an Opinion of
Counsel delivered to the Trustee and the Depositor obtained at the expense
of
the Terminator;
(ii) During
such 90-day liquidation period, and at or prior to the time of making of the
final payment on the Certificates, the Trustee shall sell all of the assets
of
REMIC 1 to the Terminator for cash; and
(iii) At
the time of the making of the final payment on the Certificates, the Trustee
shall distribute or credit, or cause to be distributed or credited, to the
Holders of the Residual Certificates all cash on hand in the Trust Fund (other
than cash retained to meet claims), and the Trust Fund shall terminate at that
time.
182
(b) At
the expense of the Terminator, the Trustee shall prepare or cause to be prepared
the documentation required in connection with the adoption of a plan of
liquidation of each Trust REMIC pursuant to the
Section 9.02(a).
(c) By
their acceptance of Certificates, the Holders thereof hereby agree to authorize
the Trustee to specify the 90-day liquidation period for each Trust REMIC,
which
authorization shall be binding upon all successor
Certificateholders.
ARTICLE
X
REMIC
PROVISIONS
|
Section
10.01
|
REMIC
Administration.
|
(a) The
Trustee shall elect to treat each Trust REMIC as a REMIC under the Code and,
if
necessary, under applicable state law. Each such election will be made on Form
1066 or other appropriate federal tax or information return (including Form
8811) or any appropriate state return for the taxable year ending on the last
day of the calendar year in which the Certificates are issued, copies of which
forms and returns shall promptly be furnished by the Trustee to the NIMS
Insurer. For the purposes of the REMIC election in respect of REMIC 1, the
REMIC
1 Regular Interests shall be designated as the Regular Interests in REMIC 1
and
the Class R-1 Interest shall be designated as the Residual Interest in REMIC
1.
For the purposes of the REMIC election in respect of REMIC 2, the REMIC
2
Regular Interests shall be designated as the Regular Interests in REMIC 2 and
the Class R-2 Interest shall be designated as the Residual Interest in REMIC
2.
The REMIC 3 Regular Interests shall be designated as the Regular Interests
in
REMIC 3 and the Class R-3 Interest shall be designated as the Residual Interest
in REMIC 3. For the purposes of the REMIC election in respect of REMIC CX,
the
Class C Certificates shall be designated as the Regular Interests in REMIC
CX
and the Class R-CX Interest shall be designated as the Residual Interest in
REMIC CX. For the purposes of the REMIC election in respect of REMIC PX, the
Class P Certificates shall be designated as the Regular Interests in REMIC
PX
and the Class R-PX Interest shall be designated as the Residual Interest in
REMIC PX. For the purposes of the REMIC election in respect of REMIC SwapX,
the
Class Swap IO Upper-Tier Interest shall be designated as the Regular Interests
in REMIC SwapX and the Class R-SwapX Interest shall be designated as the
Residual Interest in REMIC SwapX. The Trustee shall not permit the creation
of
any “interests” in REMIC 1, REMIC 2, REMIC 3, REMIC CX, REMIC SwapX or REMIC PX
(within the meaning of Section 860G of the Code) other than the REMIC 1 Regular
Interests, the REMIC 2 Regular Interests, the REMIC 3 Regular Interests and
the
interests represented by the Certificates.
(b) The
Closing Date is hereby designated as the “Startup Day” of each Trust REMIC
within the meaning of Section 860G(a)(9) of the Code.
(c) The
Trustee shall pay, out of funds on deposit in the Distribution Account, any
and
all expenses relating to any tax audit of the Trust Fund (including, but not
limited to, any professional fees or any administrative or judicial proceedings
with respect to any Trust REMIC that involve the Internal Revenue Service or
state tax authorities) unless such expenses, professional fees or any
administrative or judicial proceedings are incurred by reason of the Trustee’s
willful misfeasance, bad faith or negligence. The Trustee, as agent for each
Trust REMIC’s tax matters person, shall (i) act on behalf of the Trust Fund
in relation to any tax matter or controversy involving any Trust REMIC and
(ii) represent the Trust Fund in any administrative or judicial proceeding
relating to an examination or audit by any governmental taxing authority with
respect thereto and will be entitled to reimbursement from the Trust Fund for
any expenses incurred by the Trustee in connection therewith unless such
administrative or judicial proceeding relating to an examination or audit by
any
governmental taxing authority is incurred by reason of the Trustee’s willful
misfeasance, bad faith or negligence. The holder of the largest Percentage
Interest of the Class R Certificates shall be designated, in the manner provided
under Treasury regulations Section 1.860F-4(d) and Treasury regulations
Section 301.6231(a)(7)-1, as the tax matters person of each Trust REMIC
created hereunder other than REMIC CX, REMIC SwapX and REMIC PX. The holder
of
the largest Percentage Interest of the Class R-CX Certificates shall be
designated, in the manner provided under Treasury regulations Section
1.860F-4(d) and Treasury regulations Section 301.6231(a)(7)-1, as the tax
matters person of REMIC CX and REMIC SwapX. The holder of the largest Percentage
Interest of the Class R-PX Certificates shall be designated, in the manner
provided under Treasury regulations Section 1.860F-4(d) and Treasury regulations
Section 301.6231(a)(7)-1, as the tax matters person of REMIC PX. By its
acceptance thereof, each such holder hereby agrees to irrevocably appoint the
Trustee or an Affiliate as its agent to perform all of the duties of the tax
matters person of each respective REMIC.
183
(d) The
Trustee shall prepare, sign and file in a timely manner, all of the Tax Returns
in respect of each REMIC created hereunder, copies of which Tax Returns shall
be
promptly furnished to the NIMS Insurer. The expenses of preparing and filing
such returns shall be borne by the Trustee without any right of reimbursement
therefor. The Master Servicer shall provide on a timely basis to the Trustee
or
its designee such information with respect to the assets of the Trust Fund
as is
in its possession and reasonably required by the Trustee to enable it to perform
its respective obligations under this Article.
(e) The
Trustee shall perform on behalf of each Trust REMIC all reporting and other
tax
compliance duties that are the responsibility of such REMIC under the Code,
the
REMIC Provisions or other compliance guidance issued by the Internal Revenue
Service or any state or local taxing authority. Among its other duties, as
required by the Code, the REMIC Provisions or such other compliance guidance,
the Trustee shall provide (i) to any Transferor of a Residual Certificate
(or other person designated in Section 860E(e)(3) of the Code) and to the
Internal Revenue Service such information as is necessary for the computation
of
any tax relating to the transfer of a Residual Certificate to any Person who
is
not a Permitted Transferee, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports
relating to interest, original issue discount and market discount or premium
(using the Prepayment Assumption as required) and (iii) to the Internal
Revenue Service the name, title, address and telephone number of the person
who
will serve as the representative of each Trust REMIC. The Master Servicer shall
provide on a timely basis to the Trustee such information with respect to the
assets of the Trust Fund, including, without limitation, the Mortgage Loans,
as
is in its possession and reasonably required by the Trustee to enable it to
perform its obligations under this subsection. In addition, the Depositor shall
provide or cause to be provided to the Trustee, within ten (10) days after
the
Closing Date, all information or data that the Trustee reasonably determines
to
be relevant for tax purposes as to the valuations and issue prices of the
Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flow of the Certificates. The Depositor shall
also
provide such information or data to the NIMS Insurer.
184
(f) The
Trustee shall take such action and shall cause each Trust REMIC created
hereunder to take such action as shall be necessary to create or maintain the
status thereof as a REMIC under the REMIC Provisions (and the Master Servicer
shall assist the Trustee, to the extent reasonably requested by the Trustee
to
do specific actions in order to assist in the maintenance of such status).
The
Trustee shall not take any action, cause the Trust Fund to take any action
or
fail to take (or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger
the status of any Trust REMIC as a REMIC or (ii) result in the imposition
of a tax upon the Trust Fund (including but not limited to the tax on prohibited
transactions set forth in Section 860F(a) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) (either
such event, an “Adverse REMIC Event”) unless the Trustee and the NIMS Insurer
have received an Opinion of Counsel, addressed to the Trustee and the NIMS
Insurer (at the expense of the party seeking to take such action but in no
event
at the expense of the Trustee) to the effect that the contemplated action will
not, with respect to any Trust REMIC, endanger such status or result in the
imposition of such a tax, nor shall the Master Servicer take or fail to take
any
action (whether or not authorized hereunder) as to which the Trustee has advised
it in writing that it has received an Opinion of Counsel to the effect that
an
Adverse REMIC Event could occur with respect to such action; provided that
the
Master Servicer may conclusively rely on such Opinion of Counsel and shall
incur
no liability for its action or failure to act in accordance with such Opinion
of
Counsel. The Trustee shall deliver to the NIMS Insurer a copy of any such advice
or opinion. In addition, prior to taking any action with respect to any Trust
REMIC or the assets thereof, or causing any Trust REMIC to take any action,
which is not contemplated under the terms of this Agreement, the Master Servicer
will consult with the Trustee or its designee, in writing, with respect to
whether such action could cause an Adverse REMIC Event to occur with respect
to
a Trust REMIC, and the Master Servicer shall not take any such action or cause
any Trust REMIC to take any such action as to which the Trustee has advised
it
in writing that an Adverse REMIC Event could occur; provided that the Master
Servicer may conclusively rely on such writing and shall incur no liability
for
its action or failure to act in accordance with such writing. The Trustee may
consult with counsel to make such written advice, and the cost of same shall
be
borne by the party seeking to take the action not permitted by this Agreement,
but in no event shall such cost be an expense of the Trustee. At all times
as
may be required by the Code, the Trustee will ensure that substantially all
of
the assets of REMIC 1 will consist of “qualified mortgages” as defined in
Section 860G(a)(3) of the Code and “permitted investments” as defined in
Section 860G(a)(5) of the Code.
(g) If
any tax is imposed on prohibited transactions of any Trust REMIC created
hereunder pursuant to Section 860F(a) of the Code, on the net income from
foreclosure property of any such REMIC pursuant to Section 860G(c) of the
Code, or on any contributions to any such REMIC after the Startup Day therefor
pursuant to Section 860G(d) of the Code, or if any other tax is imposed by
the Code or any applicable provisions of state or local tax laws, such tax
shall
be charged (i) to the Trustee pursuant to Section 10.03 hereof, if
such tax arises out of or results from a breach by the Trustee of any of its
obligations under this Article X, (ii) to the Master Servicer pursuant
to Section 10.03 hereof, if such tax arises out of or results from a breach
by the Master Servicer of any of its obligations under Article III or this
Article X, or (iii) otherwise against amounts on deposit in the
Distribution Account and shall be paid by withdrawal therefrom.
185
(h) On
or before April 15 of each calendar year commencing after the date of this
Agreement, the Trustee shall deliver to the Master Servicer, the NIMS Insurer
and each Rating Agency a Certificate from a Responsible Officer of the Trustee
stating the Trustee’s compliance with this Article X.
(i) The
Trustee shall, for federal income tax purposes, maintain books and records
with
respect to each Trust REMIC on a calendar year and on an accrual
basis.
(j) Following
the Startup Day, the Trustee shall not accept any contributions of assets to
any
Trust REMIC other than in connection with any Qualified Substitute Mortgage
Loan
delivered in accordance with Section 2.03 unless it shall have received an
Opinion of Counsel to the effect that the inclusion of such assets in the Trust
Fund will not cause any Trust REMIC to fail to qualify as a REMIC at any time
that any Certificates are outstanding or subject any Trust REMIC to any tax
under the REMIC Provisions or other applicable provisions of federal, state
and
local law or ordinances.
(k) Neither
the Trustee nor the Master Servicer shall enter into any arrangement by which
any Trust REMIC will receive a fee or other compensation for services or permit
any Trust REMIC to receive any income from assets other than “qualified
mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
investments” as defined in Section 860G(a)(5) of the Code.
(l) The
Trustee shall treat each of the Reserve Fund, the Supplemental Interest Account
and the Final Maturity Reserve Account as an outside reserve fund within the
meaning of Treasury Regulation 1.860G-2(h) that is owned by the Holders of
the
Class C Certificates and that is not an asset of any REMIC. The Trustee shall
treat the beneficial owners of the Certificates (other than the Class P
Certificates, the Class C Certificates and the Residual Certificates) as having
entered into a notional principal contract with respect to the beneficial owners
of the Class C Certificates. Pursuant to each such notional principal contract,
all beneficial owners of the Certificates (other than the Class P Certificates,
the Class C Certificates and the Residual Certificates) shall be treated as
having agreed to pay, on each Distribution Date, to the beneficial owners of
the
Class C Certificates an aggregate amount equal to the excess, if any, of (i)
the
amount payable on such Distribution Date on the interest in REMIC 3
corresponding to such Class of Certificates over (ii) the amount payable on
such
Class of Certificates on such Distribution Date (such excess, a “Class C
Shortfall”). A Class C Shortfall 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 C Shortfall payable from principal collections shall
be allocated to the most subordinate Class of Certificates with an outstanding
Certificate Principal Balance to the extent of such balance. In addition,
pursuant to such notional principal contract, the beneficial owner of the Class
C Certificates shall be treated as having agreed to pay (i) Net WAC Rate
Carryover Amounts and (ii) on any Distribution Date on or after April 2013
through the Distribution Date in March 2036 if amounts are not paid in to the
Final Maturity Reserve Account because the Final Maturity Reserve Funding Date
has occurred or constant prepayment rate of the Mortgage Loans is above 15%,
any
amounts that would have been paid to the Final Maturity Reserve if the Final
Maturity Reserve Funding Date had not occurred or constant prepayment rate
of
the Mortgage Loans was below 15%, to the extent such amounts are used to make
payments on such Certificates to the Holders of the Certificates (other than
the
Class P Certificates, the Class C Certificates and the Residual Certificates)
pursuant to the terms of this Agreement. Any payments on the Certificates in
light of the foregoing 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 of a Class C Shortfall shall be treated for tax
purposes as having been received by the beneficial owners of such Certificates
in respect of their interests in the REMIC 4 and as having been paid by such
beneficial owners to the Supplemental Interest Account pursuant to the notional
principal contract. Thus, each Certificate (other than the Class P Certificates,
the Class C Certificates and the Residual Certificates) shall be treated as
representing ownership of not only regular interests in REMIC 3, but also
ownership of an interest in (and obligations with respect to) a notional
principal contract. For purposes of determining the issue price of the regular
interests in REMIC 3, the Trustee shall assume that the notional principal
contract has a value of $10,000 as of the Closing Date in favor of the
Certificates (other than the Class C Certificates, the Class P Certificates
and
the Residual Certificates) and shall allocate such value proportionately to
each
such Class of Certificates based on such Class’s initial Certificate Principal
Balance.
186
|
Section
10.02
|
Prohibited
Transactions and Activities.
|
None
of
the Depositor, the Master Servicer or the Trustee shall sell, dispose of or
substitute for any of the Mortgage Loans (except in connection with (i) the
foreclosure of a Mortgage Loan, including but not limited to, the acquisition
or
sale of a Mortgaged Property acquired by deed in lieu of foreclosure,
(ii) the bankruptcy of REMIC 1, (iii) the termination of
REMIC 1 pursuant to Article IX of this Agreement, (iv) a
substitution pursuant to Article II of this Agreement or (v) a
purchase of Mortgage Loans pursuant to Article II or III of this
Agreement), nor acquire any assets for any Trust REMIC (other than REO Property
acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any
investments in the Collection Account or the Distribution Account for gain,
nor
accept any contributions to any Trust REMIC after the Closing Date (other than
a
Qualified Substitute Mortgage Loan delivered in accordance with
Section 2.03), unless it and the NIMS Insurer have received an Opinion of
Counsel, addressed to the Trustee and the NIMS Insurer (at the expense of the
party seeking to cause such sale, disposition, substitution, acquisition or
contribution but in no event at the expense of the Trustee) that such sale,
disposition, substitution, acquisition or contribution will not (a) affect
adversely the status of any Trust REMIC as a REMIC or (b) cause any Trust
REMIC to be subject to a tax on “prohibited transactions” or “contributions”
pursuant to the REMIC Provisions.
|
Section
10.03
|
Trustee,
Master Servicer and Depositor
Indemnification.
|
(a) The
Trustee agrees to indemnify the Trust Fund, the Depositor and the Master
Servicer for any taxes and costs including, without limitation, any reasonable
attorneys’ fees imposed on or incurred by the Trust Fund, the Depositor or the
Master Servicer as a result of a breach of the Trustee’s covenants set forth in
this Article X or any state, local or franchise taxes imposed upon the
Trust as a result of the location of the Trustee.
(b) The
Master Servicer agrees to indemnify the Trust Fund, the Depositor and the
Trustee for any taxes and costs including, without limitation, any reasonable
attorneys’ fees imposed on or incurred by the Trust Fund, the Depositor or the
Trustee as a result of a breach of the Master Servicer’s covenants set forth in
Article III or this Article X or any state, local or franchise taxes
imposed upon the Trust as a result of the location of the Master Servicer or
any
subservicer.
187
(c) The
Depositor agrees to indemnify the Trust Fund, the Master Servicer and the
Trustee for any taxes and costs including, without limitation, any reasonable
attorneys’ fees imposed on or incurred by the Trust Fund, the Master Servicer or
the Trustee as a result of a breach of the Depositor’s covenants set forth in
this Article X.
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
|
Section
11.01
|
Amendment.
|
This
Agreement or any Custodial Agreement may be amended from time to time by the
Depositor, the Master Servicer, the Trustee and, if applicable, the Custodian,
with the consent of the NIMS Insurer, and if necessary, with the prior written
consent of the Swap Counterparty (as described below), and without the consent
of any of the Certificateholders, (i) to cure any ambiguity or defect,
(ii) to correct, modify or supplement any provisions herein (including to
give effect to the expectations of Certificateholders), or in any Custodial
Agreement, (iii) to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or desirable to maintain the qualification
of
the Trust Fund as a REMIC at all times that any Certificate is outstanding
or to
avoid or minimize the risk of the imposition of any tax on the Trust Fund
pursuant to the Code that would be a claim against the Trust Fund, provided
that
the Trustee, the NIMS Insurer, the Depositor and the Master Servicer have
received an Opinion of Counsel to the effect that (A) such action is
necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (B) such action will not
adversely affect the status of the Trust Fund as a REMIC or adversely affect
in
any material respect the interest of any Certificateholder or (iv) to make
any other provisions with respect to matters or questions arising under this
Agreement or in any Custodial Agreement which shall not be inconsistent with
the
provisions of this Agreement or such Custodial Agreement, provided that, in
each
case, such action shall not, as evidenced by an Opinion of Counsel delivered
to
the parties hereto and the NIMS Insurer, adversely affect in any material
respect the interests of any Certificateholder and, provided, further, that
(A) such action will not affect in any material respect the permitted
activities of the Trust and (B) such action will not increase in any
material respect the degree of discretion which the Master Servicer is allowed
to exercise in servicing the Mortgage Loans. No amendment shall be deemed to
adversely affect in any material respect the interests of any Certificateholder
who shall have consented thereto, and no Opinion of Counsel shall be required
to
address the effect of any such amendment on any such consenting
Certificateholder.
This
Agreement or any Custodial Agreement may also be amended from time to time
by
the Depositor, the Master Servicer, the Trustee and, if applicable, the
Custodian, with the consent of the NIMS Insurer, and if necessary, with the
prior written consent of the Swap Counterparty (as described below), and 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 any Custodial
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) 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 the consent of the Holders
of
Certificates of such Class evidencing at least 66% of the Voting Rights
allocated to such Class, or (iii) modify the consents required by the
immediately preceding clauses (i) and (ii) without the consent of the
Holders of all Certificates then outstanding. Notwithstanding any other
provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 11.01, Certificates registered in the
name of the Depositor or the Master Servicer or any Affiliate thereof shall
be
entitled to Voting Rights with respect to matters affecting such Certificates.
188
In
addition to the provisions of this Section 11.01 and as long as the Swap
Counterparty remains the Swap Counterparty under the Swap Agreement or is owed
any amounts under this Agreement, the prior written consent of the Swap
Counterparty shall be necessary for the adoption of any proposed amendment
of
this Agreement that, in the Swap Counterparty’s reasonable determination,
materially affects the Swap Counterparty’s rights or interests under this
Agreement, including, but not limited to, the right to receive any Net Swap
Payment or Swap Termination Payment due and owing to it under this Agreement;
provided that any such consent of the Swap Counterparty shall not be
unreasonably withheld.
Notwithstanding
any contrary provision of this Agreement, the Trustee and the NIMS Insurer
shall
be entitled to receive an Opinion of Counsel to the effect that such amendment
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.
Promptly
after the execution of any such amendment the Trustee shall furnish a copy
of
such amendment to each Certificateholder and the NIMS Insurer.
It
shall
not be necessary for the consent of Certificateholders under this
Section 11.01 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof.
The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
The
cost
of any Opinion of Counsel to be delivered pursuant to this Section 11.01
shall be borne by the Person seeking the related amendment, but in no event
shall such Opinion of Counsel be an expense of the Trustee or the Trust
Fund.
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
11.02
|
Recordation
of Agreement; Counterparts.
|
To
the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all the counties
or
other comparable jurisdictions in which any or all of the properties subject
to
the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Master Servicer at the
expense of the Trust, but only upon direction of Certificateholders accompanied
by an Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
189
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall together constitute but one and the same
instrument.
|
Section
11.03
|
Limitation
on Rights of Certificateholders.
|
The
death
or incapacity of any Certificateholder shall not (i) operate to terminate
this Agreement or the Trust, (ii) entitle such Certificateholder’s legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust, or
(iii) otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.
Except
as
expressly provided for herein, no Certificateholder shall have any right to
vote
or in any manner otherwise control the operation and management of the Trust,
or
the obligations of the parties hereto, nor shall anything herein set forth
or
contained in the terms of the Certificates be construed so as to constitute
the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third person
by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.
No
Certificateholder shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Agreement, unless such Holder previously shall
have given to the Trustee a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates
entitled to at least 25% of the Voting Rights shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name
as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to
be
incurred therein or thereby, and the Trustee for 15 days after its receipt
of
such notice, request and offer of indemnity, shall have neglected or refused
to
institute any such action, suit or proceeding. It is understood and intended,
and expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any
other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided
for herein, or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of
this
Section 11.03 each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in
equity.
190
|
Section
11.04
|
Governing
Law; Jurisdiction.
|
This
Agreement shall be construed in accordance with the laws of the State of New
York and the obligations, rights and remedies of the parties hereunder shall
be
determined in accordance with such laws.
|
Section
11.05
|
Notices.
|
All
directions, demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by first
class mail, postage prepaid, by facsimile or by express delivery service, to
(a) in the case of the Master Servicer, Long Beach Mortgage Company, 0000
Xxxxx Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000, Attention: General
Counsel (telecopy number: (000) 000-0000), or such other address or telecopy
number as may hereafter be furnished to the other parties hereto in writing
by
the Master Servicer, (b) in the case of the Trustee, Deutsche Bank National
Trust Company, 0000 Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000-0000,
Attention: Trust Administration Services LB0602 (telecopy number (000) 000-0000)
or such other address or telecopy number as may hereafter be furnished to the
other parties hereto in writing by the Trustee, (c) in the case of the
Depositor, Long Beach Securities Corp., 0000 Xxxxx Xxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxx, Xxxxxxxxxx 00000, Attention: General Counsel (telecopy number: (000)
000-0000), or such other address or telecopy number as may be furnished to
the
other parties hereto in writing by the Depositor, (d) in the case of the Swap
Counterparty, as provided in the Swap Agreement, and (e) in the case of the
NIMS
Insurer, the NIMS Insurer’s address or telecopy number as set forth in the
Indenture, or such other addresses or telecopy number as may be furnished to
the
other parties hereto in writing by the NIMS Insurer. Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Notice of any Master Servicer default shall be given by telecopy
and
by certified mail. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have duly been given when mailed,
whether or not the Certificateholder receives such notice. A copy of any notice
required to be telecopied hereunder shall also be mailed to the appropriate
party in the manner set forth above.
|
Section
11.06
|
Severability
of Provisions.
|
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall for any reason whatsoever be held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
|
Section
11.07
|
Notice
to the Rating Agencies, the Swap Counterparty and the NIMS
Insurer.
|
The
Trustee shall use its best efforts promptly to provide notice to the Rating
Agencies, the Swap Counterparty and the NIMS Insurer with respect to each of
the
following of which it has actual knowledge:
1. Any
amendment to this Agreement;
191
2. The
occurrence of any Master Servicer Event of Default that has not been cured
or
waived;
3. The
resignation or termination of the Master Servicer or the Trustee;
4. The
repurchase or substitution of Mortgage Loans pursuant to or as contemplated
by
Section 2.03;
5. The
final payment to the Holders of any Class of Certificates;
6. Any
change in the location of the Collection Account or the Distribution
Account;
7. The
Trustee were it to succeed as Master Servicer, is unable to make advances
regarding delinquent Mortgage Loans; and
8. The
filing of any claim under the Master Servicer’s blanket bond and errors and
omissions insurance policy required by Section 3.14 or the cancellation or
material modification of coverage under any such instrument.
In
addition, the Trustee shall promptly make available to each Rating Agency and
the Swap Counterparty copies of each Statement to Certificateholders described
in Section 4.03 hereof and the Master Servicer shall promptly furnish to
each Rating Agency copies of the following:
1. each
annual statement as to compliance described in Section 3.20
hereof;
2. each
annual independent public accountants’ servicing report described in
Section 3.21 hereof.
Any
such
notice pursuant to this Section 11.07 shall be in writing and shall be
deemed to have been duly given if personally delivered or mailed by first class
mail, postage prepaid, or by express delivery service to (i) Xxxxx’x Investors
Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: MBS
Monitoring/Long Beach Mortgage Loan Trust 2006-2, (ii) Fitch, Inc., Xxx Xxxxx
Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (iii) Standard & Poor’s Rating
Services, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, (iv) Bank of America,
N.A., 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and the NIMS Insurer at the
address provided in Section 11.05.
In
addition, each party hereto agrees that it will furnish or make available to
the
NIMS Insurer a copy of any opinions, notices, reports, schedules, certificates,
statements, rating confirmation letters or other information that are furnished
hereunder to the Trustee or the Certificateholders.
|
Section
11.08
|
Article and
Section References.
|
All
Article and Section references used in this Agreement, unless
otherwise provided, are to articles and sections in this
Agreement.
192
|
Section
11.09
|
Third-Party
Beneficiaries.
|
(a) The
NIMS Insurer shall be deemed a third-party beneficiary of this Agreement, and
shall be entitled to enforce such rights, in each case, as if it were a party
hereto. Notwithstanding anything to the contrary anywhere in this Agreement,
all
rights of the NIMS Insurer hereunder (i) shall be suspended whenever rights
of the NIMS Insurer under the Indenture (other than the right to consent to
amendments to the Indenture) are suspended and (ii) except in the case of
any right to indemnification hereunder shall permanently terminate upon the
later to occur of (A) the payment in full of the Insured NIM Notes as
provided in the Indenture and (B) the payment in full to the NIMS Insurer
of any amounts owed to the NIMS Insurer as provided in the
Indenture.
(b) The
Swap Counterparty shall be deemed a third-party beneficiary of this Agreement,
and shall be entitled to enforce such rights, in each case, as if it were a
party hereto. Notwithstanding anything to the contrary anywhere in this
Agreement, all rights of the Swap Counterparty hereunder shall permanently
terminate upon the later to occur of (i) the expiration of the Swap Agreement,
and (ii) the payment in full to the Swap Counterparty, of any amounts owed
to it
under the Swap Agreement.
|
Section
11.10
|
Grant
of Security Interest.
|
It
is the
express intent of the parties hereto that the conveyance of the Mortgage Loans
and the other property specified in Section 2.01 by the Depositor to the Trustee
be, and be construed as, a sale and not a pledge 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 or other property
conveyed to the Trustee pursuant to Section 2.01 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 and all other property
conveyed to the Trustee pursuant to Section 2.01 by the Depositor to the Trustee
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 hereof shall be deemed to be a grant by the Depositor to the
Trustee 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 and all other property conveyed to the Trustee pursuant
to
Section 2.01 in accordance with the terms thereof and all proceeds of the
conversion, voluntary or involuntary, of the foregoing into cash, instruments,
securities or other property, including without limitation all amounts, other
than investment earnings, from time to time held or invested in the Collection
Account and the Distribution Account, whether in the form of cash, instruments,
securities or other property; (3) the obligations secured by such security
agreement shall be deemed to be all of the Depositor’s obligations under this
Agreement, including the obligation to provide to the Certificateholders the
benefits of this Agreement relating to the Mortgage Loans and the Trust Fund;
and (4) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under applicable law.
Accordingly, the Depositor hereby grants to the Trustee a security interest
in
the Mortgage Loans and all other property described in clause (2) of the
preceding sentence, for the purpose of securing to the Trustee 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.
193
IN
WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee have caused
their names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
LONG
BEACH SECURITIES CORP.,
as
Depositor
By:____________________________________
Name: Xxxxx
Xxxx
Title: Authorized
Officer
LONG
BEACH MORTGAGE COMPANY,
as
Master
Servicer
By:____________________________________
Name: Xxxxx
Xxxx
Title: First
Vice President
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
as
Trustee
By:____________________________________
Name: Xxxxxxx
Xxxxxxx
Title: Assistant
Vice President
By:____________________________________
Name: Hang
Xxx
Title: Authorized
Signer
|
STATE
OF WASHINGTON
|
)
|
|
) ss.:
|
|
|
COUNTY
OF KING
|
)
|
On
March
___, 2006 before me, _____________________________, personally appeared XXXXX
XXXX, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument
and
acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person, or the entity upon behalf
of
which the person acted, executed the instrument.
WITNESS
my hand and official seal.
Signature
_________________________________
(Seal)
|
STATE
OF CALIFORNIA
|
)
|
|
) ss.:
|
|
|
COUNTY
OF ORANGE
|
)
|
On
March
___, 2006 before me, _____________________________, personally appeared
XXXXXXX
XXXXXXX,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument and
acknowledged to me that she executed the same in her authorized capacity, and
that by her signature on the instrument the person, or the entity upon behalf
of
which the person acted, executed the instrument.
WITNESS
my hand and official seal.
Signature
_________________________________
(Seal)
|
STATE
OF CALIFORNIA
|
)
|
|
) ss.:
|
|
|
COUNTY
OF ORANGE
|
)
|
On
March
___, 2006 before me, _____________________________, personally appeared HANG
XXX,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person, or the entity upon behalf
of
which the person acted, executed the instrument.
WITNESS
my hand and official seal.
Signature
_________________________________
(Seal)
EXHIBIT
A-1
CLASS
I-A
CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
I-A-1
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
With
respect to any Mortgage Loan, March 1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$[_______]
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$[_______]
|
|
Percentage
Interest
|
:
|
[____]%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
[____]
|
|
Class
|
:
|
I-A
|
|
Final
Scheduled Distribution Date
|
:
|
March,
2036
|
|
Assumed
Final Maturity Date
|
:
|
April,
2046
|
I-A-2
Asset-Backed
Certificates,
Series
2006-2
Class
I-A
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
fixed rate and adjustable rate mortgage loans (the “Mortgage
Loans”)
LONG
BEACH SECURITIES CORP., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class I-A Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class I-A Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class I-A Certificate (obtained by dividing the
Denomination of this Class I-A 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 Long Beach Securities
Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of March 1, 2006 (the “Agreement”) among the
Depositor, Long Beach Mortgage Company, as master servicer (the “Master
Servicer”) and Deutsche Bank National Trust Company, as trustee (the “Trustee”).
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class I-A Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class I-A Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Reference
is hereby made to the further provisions of this Class I-A Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class I-A Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
I-A-3
IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
March __, 2006
|
By:
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
|
not
in
its individual capacity, but solely as
Trustee
By____________________________________________
This
is
one of the Class I-A
Certificates
referenced in the within-
mentioned
Agreement
By____________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
I-A-4
[Reverse
of Class I-A Certificate]
Asset-Backed
Certificates,
Series
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated as
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the 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
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
I-A-5
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, and
any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer,
if
any, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected
by
any notice to the contrary.
On
any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the
Holders of the majority of the Percentage Interest of the Class C Certificates,
the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and 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 and (ii) the final payment or other liquidation of
the
last Mortgage Loan in the Trust.
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.
I-A-6
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
_______________________________________________________________________________________________
_______________________________________________________________________________________________
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee 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
I-A-7
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. | |
I-A-8
EXHIBIT
A-2
CLASS
II-A1 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
II-A-1
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
With
respect to any Mortgage Loan, March 1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$[_______]
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$[_______]
|
|
Percentage
Interest
|
:
|
[____]%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
[____]
|
|
Class
|
:
|
II-A1
|
|
Final
Scheduled Distribution Date
|
:
|
March,
2036
|
|
Assumed
Final Maturity Date
|
:
|
April,
2046
|
II-A-2
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
Class
II-A1
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
fixed rate and adjustable rate mortgage loans (the “Mortgage
Loans”)
LONG
BEACH SECURITIES CORP., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class II-A1 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth
on the face hereof, as described herein. This Class II-A1 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class II-A1 Certificate (obtained by dividing the
Denomination of this Class II-A1 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 Long Beach Securities
Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of March 1, 2006 (the “Agreement”) among the
Depositor, Long Beach Mortgage Company, as master servicer (the “Master
Servicer”) and Deutsche Bank National Trust Company, as trustee (the “Trustee”).
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class II-A1 Certificate is issued
under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class II-A1 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Reference
is hereby made to the further provisions of this Class II-A1 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class II-A1 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
II-A-3
IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
March __, 2006
| LONG BEACH MORTGAGE LOAN TRUST 2006-2 | |||
|
By:
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in its individual capacity, but solely as
Trustee
|
||
| By | _________________________________________ | ||
This
is
one of the Class II-A1 Certificates
referenced
in the within-mentioned
Agreement
By
_________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
II-A-4
[Reverse
of Class II-A1 Certificate]
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated as
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the 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
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
II-A-5
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, and
any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer,
if
any, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected
by
any notice to the contrary.
On
any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the
Holders of the majority of the Percentage Interest of the Class C Certificates,
the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and 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 and (ii) the final payment or other liquidation of
the
last Mortgage Loan in the Trust.
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.
II-A-6
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
_______________________________________________________________________________________________
_______________________________________________________________________________________________
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee 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
II-A-7
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. | |
II-A-8
EXHIBIT
A-3
CLASS
II-A2 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
II-A2-1
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
With
respect to any Mortgage Loan, March 1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$[_______]
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$[_______]
|
|
Percentage
Interest
|
:
|
[____]%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
[____]
|
|
Class
|
:
|
II-A2
|
|
Final
Scheduled Distribution Date
|
:
|
March,
2036
|
|
Assumed
Final Maturity Date
|
:
|
April,
2046
|
II-A2-2
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
Class
II-A2
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
fixed rate and adjustable rate mortgage loans (the “Mortgage
Loans”)
LONG
BEACH SECURITIES CORP., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class II-A2 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth
on the face hereof, as described herein. This Class II-A2 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class II-A2 Certificate (obtained by dividing the
Denomination of this Class II-A2 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 Long Beach Securities
Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of March 1, 2006 (the “Agreement”) among the
Depositor, Long Beach Mortgage Company, as master servicer (the “Master
Servicer”) and Deutsche Bank National Trust Company, as trustee (the “Trustee”).
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class II-A2 Certificate is issued
under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class II-A2 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Reference
is hereby made to the further provisions of this Class II-A2 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class II-A2 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
II-A2-3
IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
March __, 2006
| LONG BEACH MORTGAGE LOAN TRUST 2006-2 | |||
|
By:
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in its individual capacity, but solely as
Trustee
|
||
| By | _________________________________________ | ||
This
is
one of the Class II-A2 Certificates
referenced
in the within-mentioned
Agreement
By
_________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
II-A2-4
[Reverse
of Class II-A2 Certificate]
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated as
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the 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
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
II-A2-5
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, and
any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer,
if
any, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected
by
any notice to the contrary.
On
any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the
Holders of the majority of the Percentage Interest of the Class C Certificates,
the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and 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 and (ii) the final payment or other liquidation of
the
last Mortgage Loan in the Trust.
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.
II-A2-6
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
_______________________________________________________________________________________________
_______________________________________________________________________________________________
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee 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
II-A2-7
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. | |
II-A2-8
EXHIBIT
A-4
CLASS
II-A3 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
II-A3-1
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
With
respect to any Mortgage Loan, March 1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$[_______]
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$[_______]
|
|
Percentage
Interest
|
:
|
[____]%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
[____]
|
|
Class
|
:
|
II-A3
|
|
Final
Scheduled Distribution Date
|
:
|
March,
2036
|
|
Assumed
Final Maturity Date
|
:
|
April,
2046
|
II-A3-2
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
Class
II-A3
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
fixed rate and adjustable rate mortgage loans (the “Mortgage
Loans”)
LONG
BEACH SECURITIES CORP., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class II-A3 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth
on the face hereof, as described herein. This Class II-A3 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class II-A3 Certificate (obtained by dividing the
Denomination of this Class II-A3 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 Long Beach Securities
Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of March 1, 2006 (the “Agreement”) among the
Depositor, Long Beach Mortgage Company, as master servicer (the “Master
Servicer”) and Deutsche Bank National Trust Company, as trustee (the “Trustee”).
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class II-A3 Certificate is issued
under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class II-A3 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Reference
is hereby made to the further provisions of this Class II-A3 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class II-A3 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
II-A3-3
IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
March __, 2006
| LONG BEACH MORTGAGE LOAN TRUST 2006-2 | |||
|
By:
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in its individual capacity, but solely as
Trustee
|
||
| By | _________________________________________ | ||
This
is
one of the Class II-A3 Certificates
referenced
in the within-mentioned
Agreement
By
_________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
II-A3-4
[Reverse
of Class II-A3 Certificate]
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated as
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the 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
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
II-A3-5
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, and
any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer,
if
any, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected
by
any notice to the contrary.
On
any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the
Holders of the majority of the Percentage Interest of the Class C Certificates,
the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and 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 and (ii) the final payment or other liquidation of
the
last Mortgage Loan in the Trust.
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.
II-A3-6
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
_______________________________________________________________________________________________
_______________________________________________________________________________________________
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee 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
II-A3-7
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. | |
II-A3-8
EXHIBIT
A-5
CLASS
II-A4 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
II-A4-1
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
With
respect to any Mortgage Loan, March 1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$[_______]
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$[_______]
|
|
Percentage
Interest
|
:
|
[____]%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
[____]
|
|
Class
|
:
|
II-A4
|
|
Final
Scheduled Distribution Date
|
:
|
March,
2036
|
|
Assumed
Final Maturity Date
|
:
|
April,
2046
|
II-A4-2
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
Class
II-A4
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
fixed rate and adjustable rate mortgage loans (the “Mortgage
Loans”)
LONG
BEACH SECURITIES CORP., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class II-A4 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth
on the face hereof, as described herein. This Class II-A4 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class II-A4 Certificate (obtained by dividing the
Denomination of this Class II-A4 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 Long Beach Securities
Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of March 1, 2006 (the “Agreement”) among the
Depositor, Long Beach Mortgage Company, as master servicer (the “Master
Servicer”) and Deutsche Bank National Trust Company, as trustee (the “Trustee”).
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class II-A4 Certificate is issued
under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class II-A4 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Reference
is hereby made to the further provisions of this Class II-A4 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class II-A4 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
II-A4-3
IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
March __, 2006
| LONG BEACH MORTGAGE LOAN TRUST 2006-2 | |||
|
By:
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in its individual capacity, but solely as
Trustee
|
||
| By | _________________________________________ | ||
This
is
one of the Class II-A4 Certificates
referenced
in the within-mentioned
Agreement
By
_________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
II-A4-4
[Reverse
of Class II-A4 Certificate]
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated as
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the 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
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
II-A4-5
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, and
any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer,
if
any, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected
by
any notice to the contrary.
On
any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the
Holders of the majority of the Percentage Interest of the Class C Certificates,
the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and 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 and (ii) the final payment or other liquidation of
the
last Mortgage Loan in the Trust.
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.
II-A4-6
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)
I
(We)
further direct the Trustee 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
II-A4-7
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. | |
II-A4-8
EXHIBIT
A-6
CLASS
M-1
CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS I-A CERTIFICATES, THE CLASS II-A1
CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES AND
THE
CLASS II-A4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
M-1-1
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
With
respect to any Mortgage Loan, March 1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$[_______]
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$[_______]
|
|
Percentage
Interest
|
:
|
[____]%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
[____]
|
|
Class
|
:
|
M-1
|
|
Final
Scheduled Distribution Date
|
:
|
March,
2036
|
|
Assumed
Final Maturity Date
|
:
|
April,
0000
|
X-0-0
Xxxx
Xxxxx Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
Class
M-1
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
fixed rate and adjustable rate mortgage loans (the “Mortgage
Loans”)
LONG
BEACH SECURITIES CORP., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-1 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-1 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-1 Certificate (obtained by dividing the Denomination
of this Class M-1 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the
“Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor,
Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and
Deutsche Bank National Trust Company, as trustee (the “Trustee”). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Class M-1 Certificate is issued under and is subject
to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Class M-1 Certificate by virtue of the acceptance hereof assents
and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-1 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-1 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
M-1-3
IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
March __, 2006
| LONG BEACH MORTGAGE LOAN TRUST 2006-2 | |||
|
By:
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in its individual capacity, but solely as
Trustee
|
||
| By | _________________________________________ | ||
This
is
one of the Class M-1 Certificates
referenced
in the within-mentioned
Agreement
By
_________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
M-1-4
[Reverse
of Class M-1 Certificate]
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated as
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the 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
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
M-1-5
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, and
any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer,
if
any, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected
by
any notice to the contrary.
On
any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the
Holders of the majority of the Percentage Interest of the Class C Certificates,
the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and 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 and (ii) the final payment or other liquidation of
the
last Mortgage Loan in the Trust.
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.
M-1-6
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)
I
(We)
further direct the Trustee 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
M-1-7
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. | |
M-1-8
EXHIBIT
A-7
CLASS
M-2
CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS I-A CERTIFICATES, THE CLASS II-A1
CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
CLASS II-A4 CERTIFICATES AND THE CLASS M-1 CERTIFICATES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
M-2-1
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
With
respect to any Mortgage Loan, March 1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$[_______]
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$[_______]
|
|
Percentage
Interest
|
:
|
[____]%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
[____]
|
|
Class
|
:
|
M-2
|
|
Final
Scheduled Distribution Date
|
:
|
March,
2036
|
|
Assumed
Final Maturity Date
|
:
|
April,
0000
|
X-0-0
Xxxx
Xxxxx Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
Class
M-2
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
fixed rate and adjustable rate mortgage loans (the “Mortgage
Loans”)
LONG
BEACH SECURITIES CORP., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-2 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-2 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-2 Certificate (obtained by dividing the Denomination
of this Class M-2 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the
“Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor,
Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and
Deutsche Bank National Trust Company, as trustee (the “Trustee”). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Class M-2 Certificate is issued under and is subject
to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Class M-2 Certificate by virtue of the acceptance hereof assents
and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-2 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-2 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
M-2-3
IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
March __, 2006
| LONG BEACH MORTGAGE LOAN TRUST 2006-2 | |||
|
By:
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in its individual capacity, but solely as
Trustee
|
||
| By | _________________________________________ | ||
This
is
one of the Class M-2 Certificates
referenced
in the within-mentioned
Agreement
By
_________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
M-2-4
[Reverse
of Class M-2 Certificate]
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated as
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the 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
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
M-2-5
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, and
any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer,
if
any, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected
by
any notice to the contrary.
On
any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the
Holders of the majority of the Percentage Interest of the Class C Certificates,
the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and 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 and (ii) the final payment or other liquidation of
the
last Mortgage Loan in the Trust.
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.
M-2-6
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)
I
(We)
further direct the Trustee 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
M-2-7
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. | |
M-2-8
EXHIBIT
A-8
CLASS
M-3
CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS I-A CERTIFICATES, THE CLASS II-A1
CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
CLASS II-A4 CERTIFICATES, THE CLASS M-1 CERTIFICATES AND THE CLASS M-2
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
M-3-1
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
With
respect to any Mortgage Loan, March 1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$[_______]
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$[_______]
|
|
Percentage
Interest
|
:
|
[____]%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
[____]
|
|
Class
|
:
|
M-3
|
|
Final
Scheduled Distribution Date
|
:
|
March,
2036
|
|
Assumed
Final Maturity Date
|
:
|
April,
0000
|
X-0-0
Xxxx
Xxxxx Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
Class
M-3
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
fixed rate and adjustable rate mortgage loans (the “Mortgage
Loans”)
LONG
BEACH SECURITIES CORP., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-3 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-3 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-3 Certificate (obtained by dividing the Denomination
of this Class M-3 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the
“Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor,
Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and
Deutsche Bank National Trust Company, as trustee (the “Trustee”). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Class M-3 Certificate is issued under and is subject
to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Class M-3 Certificate by virtue of the acceptance hereof assents
and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-3 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-3 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
M-3-3
IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
March __, 2006
| LONG BEACH MORTGAGE LOAN TRUST 2006-2 | |||
|
By:
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in its individual capacity, but solely as
Trustee
|
||
| By | _________________________________________ | ||
This
is
one of the Class M-3 Certificates
referenced
in the within-mentioned
Agreement
By
_________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
M-3-4
[Reverse
of Class M-3 Certificate]
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated as
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the 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
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
M-3-5
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, and
any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer,
if
any, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected
by
any notice to the contrary.
On
any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the
Holders of the majority of the Percentage Interest of the Class C Certificates,
the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and 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 and (ii) the final payment or other liquidation of
the
last Mortgage Loan in the Trust.
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.
M-3-6
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)
I
(We)
further direct the Trustee 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
M-3-7
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. | |
M-3-8
EXHIBIT
A-9
CLASS
M-4
CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS I-A CERTIFICATES, THE CLASS II-A1
CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
CLASS II-A4 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES
AND THE CLASS M-3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
M-4-1
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
With
respect to any Mortgage Loan, March 1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$[_______]
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$[_______]
|
|
Percentage
Interest
|
:
|
[____]%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
[____]
|
|
Class
|
:
|
M-4
|
|
Final
Scheduled Distribution Date
|
:
|
March,
2036
|
|
Assumed
Final Maturity Date
|
:
|
April,
0000
|
X-0-0
Xxxx
Xxxxx Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
Class
M-4
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
fixed rate and adjustable rate mortgage loans (the “Mortgage
Loans”)
LONG
BEACH SECURITIES CORP., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-4 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-4 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-4 Certificate (obtained by dividing the Denomination
of this Class M-4 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the
“Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor,
Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and
Deutsche Bank National Trust Company, as trustee (the “Trustee”). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Class M-4 Certificate is issued under and is subject
to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Class M-4 Certificate by virtue of the acceptance hereof assents
and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-4 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-4 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
M-4-3
IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
March __, 2006
| LONG BEACH MORTGAGE LOAN TRUST 2006-2 | |||
|
By:
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in its individual capacity, but solely as
Trustee
|
||
| By | _________________________________________ | ||
This
is
one of the Class M-4 Certificates
referenced
in the within-mentioned
Agreement
By
_________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
M-4-4
[Reverse
of Class M-4 Certificate]
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated as
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the 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
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
M-4-5
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, and
any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer,
if
any, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected
by
any notice to the contrary.
On
any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the
Holders of the majority of the Percentage Interest of the Class C Certificates,
the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and 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 and (ii) the final payment or other liquidation of
the
last Mortgage Loan in the Trust.
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.
M-4-6
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)
I
(We)
further direct the Trustee 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
M-4-7
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. | |
M-4-8
EXHIBIT
A-10
CLASS
M-5
CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS I-A CERTIFICATES, THE CLASS II-A1
CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
CLASS II-A4 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
CERTIFICATES, THE CLASS M-3 CERTIFICATES AND THE CLASS M-4 CERTIFICATES TO
THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
M-5-1
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
With
respect to any Mortgage Loan, March 1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$[_______]
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$[_______]
|
|
Percentage
Interest
|
:
|
[____]%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
[____]
|
|
Class
|
:
|
M-5
|
|
Final
Scheduled Distribution Date
|
:
|
March,
2036
|
|
Assumed
Final Maturity Date
|
:
|
April,
0000
|
X-0-0
Xxxx
Xxxxx Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
Class
M-5
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
fixed rate and adjustable rate mortgage loans (the “Mortgage
Loans”)
LONG
BEACH SECURITIES CORP., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-5 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-5 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-5 Certificate (obtained by dividing the Denomination
of this Class M-5 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the
“Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor,
Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and
Deutsche Bank National Trust Company, as trustee (the “Trustee”). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Class M-5 Certificate is issued under and is subject
to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Class M-5 Certificate by virtue of the acceptance hereof assents
and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-5 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-5 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
M-5-3
IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
March __, 2006
| LONG BEACH MORTGAGE LOAN TRUST 2006-2 | |||
|
By:
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in its individual capacity, but solely as
Trustee
|
||
| By | _________________________________________ | ||
This
is
one of the Class M-5 Certificates
referenced
in the within-mentioned
Agreement
By
_________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
M-5-4
[Reverse
of Class M-5 Certificate]
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated as
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the 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
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
M-5-5
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, and
any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer,
if
any, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected
by
any notice to the contrary.
On
any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the
Holders of the majority of the Percentage Interest of the Class C Certificates,
the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and 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 and (ii) the final payment or other liquidation of
the
last Mortgage Loan in the Trust.
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.
M-5-6
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)
I
(We)
further direct the Trustee 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
M-5-7
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. | |
M-5-8
EXHIBIT
A-11
CLASS
M-6
CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS I-A CERTIFICATES, THE CLASS II-A1
CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
CLASS II-A4 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES AND THE
CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
M-6-1
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
With
respect to any Mortgage Loan, March 1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$[_______]
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$[_______]
|
|
Percentage
Interest
|
:
|
[____]%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
[____]
|
|
Class
|
:
|
M-6
|
|
Final
Scheduled Distribution Date
|
:
|
March,
2036
|
|
Assumed
Final Maturity Date
|
:
|
April,
0000
|
X-0-0
Xxxx
Xxxxx Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
Class
M-6
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
fixed rate and adjustable rate mortgage loans (the “Mortgage
Loans”)
LONG
BEACH SECURITIES CORP., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-6 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-6 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-6 Certificate (obtained by dividing the Denomination
of this Class M-6 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the
“Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor,
Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and
Deutsche Bank National Trust Company, as trustee (the “Trustee”). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Class M-6 Certificate is issued under and is subject
to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Class M-6 Certificate by virtue of the acceptance hereof assents
and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-6 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-6 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
M-6-3
IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
March __, 2006
| LONG BEACH MORTGAGE LOAN TRUST 2006-2 | |||
|
By:
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in its individual capacity, but solely as
Trustee
|
||
| By | _________________________________________ | ||
This
is
one of the Class M-6 Certificates
referenced
in the within-mentioned
Agreement
By
_________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
M-6-4
[Reverse
of Class M-6 Certificate]
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated as
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the 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
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
M-6-5
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, and
any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer,
if
any, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected
by
any notice to the contrary.
On
any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the
Holders of the majority of the Percentage Interest of the Class C Certificates,
the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and 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 and (ii) the final payment or other liquidation of
the
last Mortgage Loan in the Trust.
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.
M-6-6
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)
I
(We)
further direct the Trustee 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
M-6-7
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. | |
M-6-8
EXHIBIT
A-12
CLASS
M-7
CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS I-A CERTIFICATES, THE CLASS II-A1
CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
CLASS II-A4 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS
M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES TO THE EXTENT DESCRIBED IN
THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
M-7-1
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
With
respect to any Mortgage Loan, March 1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$[_______]
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$[_______]
|
|
Percentage
Interest
|
:
|
[____]%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
[____]
|
|
Class
|
:
|
M-7
|
|
Final
Scheduled Distribution Date
|
:
|
March,
2036
|
|
Assumed
Final Maturity Date
|
:
|
April,
0000
|
X-0-0
Xxxx
Xxxxx Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
Class
M-7
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
fixed rate and adjustable rate mortgage loans (the “Mortgage
Loans”)
LONG
BEACH SECURITIES CORP., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-7 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-7 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-7 Certificate (obtained by dividing the Denomination
of this Class M-7 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the
“Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor,
Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and
Deutsche Bank National Trust Company, as trustee (the “Trustee”). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Class M-7 Certificate is issued under and is subject
to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Class M-7 Certificate by virtue of the acceptance hereof assents
and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-7 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-7 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
M-7-3
IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
March __, 2006
| LONG BEACH MORTGAGE LOAN TRUST 2006-2 | |||
|
By:
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in its individual capacity, but solely as
Trustee
|
||
| By | _________________________________________ | ||
This
is
one of the Class M-7 Certificates
referenced
in the within-mentioned
Agreement
By
_________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
M-7-4
[Reverse
of Class M-7 Certificate]
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated as
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the 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
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
M-7-5
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, and
any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer,
if
any, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected
by
any notice to the contrary.
On
any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the
Holders of the majority of the Percentage Interest of the Class C Certificates,
the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and 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 and (ii) the final payment or other liquidation of
the
last Mortgage Loan in the Trust.
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.
M-7-6
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
_______________________________________________________________________________________________
_______________________________________________________________________________________________
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee
on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee 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
M-7-7
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. | |
M-7-8
EXHIBIT
A-13
CLASS
M-8
CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS I-A CERTIFICATES, THE CLASS II-A1
CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
CLASS II-A4 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS
M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES AND THE CLASS M-7 CERTIFICATES
TO
THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
M-8-1
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
With
respect to any Mortgage Loan, March 1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$[_______]
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$[_______]
|
|
Percentage
Interest
|
:
|
[____]%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
[____]
|
|
Class
|
:
|
M-8
|
|
Final
Scheduled Distribution Date
|
:
|
March,
2036
|
|
Assumed
Final Maturity Date
|
:
|
April,
0000
|
X-0-0
Xxxx
Xxxxx Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
Class
M-8
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
fixed rate and adjustable rate mortgage loans (the “Mortgage
Loans”)
LONG
BEACH SECURITIES CORP., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-8 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-8 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-8 Certificate (obtained by dividing the Denomination
of this Class M-8 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the
“Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor,
Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and
Deutsche Bank National Trust Company, as trustee (the “Trustee”). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Class M-8 Certificate is issued under and is subject
to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Class M-8 Certificate by virtue of the acceptance hereof assents
and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-8 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-8 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
M-8-3
IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
March __, 2006
| LONG BEACH MORTGAGE LOAN TRUST 2006-2 | |||
|
By:
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in its individual capacity, but solely as
Trustee
|
||
| By | _________________________________________ | ||
This
is
one of the Class M-8 Certificates
referenced
in the within-mentioned
Agreement
By
_________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
M-8-4
[Reverse
of Class M-8 Certificate]
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated as
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the 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
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
M-8-5
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, and
any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer,
if
any, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected
by
any notice to the contrary.
On
any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the
Holders of the majority of the Percentage Interest of the Class C Certificates,
the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and 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 and (ii) the final payment or other liquidation of
the
last Mortgage Loan in the Trust.
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.
M-8-6
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)
I
(We)
further direct the Trustee 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
M-8-7
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. | |
M-8-8
EXHIBIT
A-14
CLASS
M-9
CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS I-A CERTIFICATES, THE CLASS II-A1
CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
CLASS II-A4 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS
M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES AND
THE
CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
M-9-1
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
With
respect to any Mortgage Loan, March 1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$[_______]
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$[_______]
|
|
Percentage
Interest
|
:
|
[____]%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
[____]
|
|
Class
|
:
|
M-9
|
|
Final
Scheduled Distribution Date
|
:
|
March,
2036
|
|
Assumed
Final Maturity Date
|
:
|
April,
0000
|
X-0-0
Xxxx
Xxxxx Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
Class
M-9
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
fixed rate and adjustable rate mortgage loans (the “Mortgage
Loans”)
LONG
BEACH SECURITIES CORP., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-9 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-9 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-9 Certificate (obtained by dividing the Denomination
of this Class M-9 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the
“Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor,
Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and
Deutsche Bank National Trust Company, as trustee (the “Trustee”). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Class M-9 Certificate is issued under and is subject
to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Class M-9 Certificate by virtue of the acceptance hereof assents
and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-9 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-9 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
M-9-3
IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
March __, 2006
| LONG BEACH MORTGAGE LOAN TRUST 2006-2 | |||
|
By:
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in its individual capacity, but solely as
Trustee
|
||
| By | _________________________________________ | ||
This
is
one of the Class M-9 Certificates
referenced
in the within-mentioned
Agreement
By
_________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
M-9-4
[Reverse
of Class M-9 Certificate]
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated as
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the 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
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
M-9-5
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, and
any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer,
if
any, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected
by
any notice to the contrary.
On
any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the
Holders of the majority of the Percentage Interest of the Class C Certificates,
the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and 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 and (ii) the final payment or other liquidation of
the
last Mortgage Loan in the Trust.
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.
M-9-6
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)
I
(We)
further direct the Trustee 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
M-9-7
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. | |
M-9-8
EXHIBIT
A-15
CLASS
M-10 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS I-A CERTIFICATES, THE CLASS II-A1
CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
CLASS II-A4 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS
M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE
CLASS M-8 CERTIFICATES AND THE CLASS M-9 CERTIFICATES TO THE EXTENT DESCRIBED
IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
M-10-1
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
With
respect to any Mortgage Loan, March 1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$[_______]
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$[_______]
|
|
Percentage
Interest
|
:
|
[____]%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
[____]
|
|
Class
|
:
|
M-10
|
|
Final
Scheduled Distribution Date
|
:
|
March,
2036
|
|
Assumed
Final Maturity Date
|
:
|
April,
2046
|
X-00-0
Xxxx
Xxxxx Xxxxxxxx Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
Class
M-10
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
fixed rate and adjustable rate mortgage loans (the “Mortgage
Loans”)
LONG
BEACH SECURITIES CORP., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-10 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-10 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-10 Certificate (obtained by dividing the Denomination
of this Class M-10 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the
“Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor,
Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and
Deutsche Bank National Trust Company, as trustee (the “Trustee”). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Class M-10 Certificate is issued under and is subject
to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Class M-10 Certificate by virtue of the acceptance hereof assents
and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-10 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class M-10 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
M-10-3
IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
March __, 2006
| LONG BEACH MORTGAGE LOAN TRUST 2006-2 | |||
|
By:
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in its individual capacity, but solely as
Trustee
|
||
| By | _________________________________________ | ||
This
is
one of the M-10 Certificates
referenced
in the within-mentioned
Agreement
By
_________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
M-10-4
[Reverse
of Class M-10 Certificate]
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated as
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the 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
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
M-10-5
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, and
any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer,
if
any, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected
by
any notice to the contrary.
On
any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the
Holders of the majority of the Percentage Interest of the Class C Certificates,
the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and 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 and (ii) the final payment or other liquidation of
the
last Mortgage Loan in the Trust.
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.
M-10-6
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
_______________________________________________________________________________________________
_______________________________________________________________________________________________
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee
on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee 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
M-10-7
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. | |
M-10-8
EXHIBIT
A-16
CLASS
B
CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE 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 I-A CERTIFICATES, THE CLASS II-A1
CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
CLASS II-A4 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS
M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE
CLASS M-8 CERTIFICATES, THE CLASS M-9 CERTIFICATES AND THE CLASS M-10
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
B-1
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
With
respect to any Mortgage Loan, March 1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$[_______]
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$[_______]
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
[____]
|
|
Class
|
:
|
B
|
|
Final
Scheduled Distribution Date
|
:
|
March,
2036
|
|
Assumed
Final Maturity Date
|
:
|
April,
2046
|
B-2
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
Class
B
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
fixed rate and adjustable rate mortgage loans (the “Mortgage
Loans”)
LONG
BEACH SECURITIES CORP., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class B Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class B Certificate does not evidence
an obligation of, or an interest in, and is not guaranteed by the Depositor,
the
Master Servicer or the Trustee referred to below or any of their respective
affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class B Certificate (obtained by dividing the Denomination
of
this Class B 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 Long Beach Securities Corp. (the “Depositor”).
The Trust was created pursuant to a Pooling and Servicing Agreement dated as
of
March 1, 2006 (the “Agreement”) among the Depositor, Long Beach Mortgage
Company, as master servicer (the “Master Servicer”) and Deutsche Bank National
Trust Company, as trustee (the “Trustee”). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This
Class B Certificate is issued under and is subject to the terms, provisions
and
conditions of the Agreement, to which Agreement the Holder of this Class B
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
No
transfer, sale, pledge or other disposition of a Certificate of this Class
shall
be made unless such disposition is exempt from the registration requirements
of
the 1933 Act, and any applicable state securities laws or is made in accordance
with the 1933 Act and laws. In the event that a transfer of this Certificate
is
to be made without registration under the 1933 Act (other than in connection
with the initial sale of thereof to the initial purchasers or the initial
issuance thereof), then the Trustee shall refuse to register such transfer
unless it receives (and upon receipt, may conclusively rely upon) a certificate
from the Certificateholder desiring to effect such transfer substantially in
the
form attached as Exhibit J-1A to the Agreement and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as
Exhibit J-1B to the Agreement (which in the case of the Book-Entry Certificates,
the Certificateholder and the Certificateholder’s prospective transferee will be
deemed to have represented such certification). The Holder hereof desiring
to
effect such transfer shall, and does hereby agree to, indemnify the Trustee
and
the Depositor against any liability that may result if the transfer is not
so
exempt or is not made in accordance with such federal and state
laws.
B-3
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Reference
is hereby made to the further provisions of this Class B-1 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class B-1 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
B-4
IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
March __, 2006
| LONG BEACH MORTGAGE LOAN TRUST 2006-2 | |||
|
By:
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in its individual capacity, but solely as
Trustee
|
||
| By | _________________________________________ | ||
This
is
one of the Class B Certificates
referenced
in the within-mentioned
Agreement
By
_________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
B-5
[Reverse
of Class B Certificate]
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated as
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the 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
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
B-6
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, and
any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer,
if
any, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected
by
any notice to the contrary.
On
any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the
Holders of the majority of the Percentage Interest of the Class C Certificates,
Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from the
Trust the Mortgage Loans in the manner and 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 and (ii) the final payment or other liquidation of
the
last Mortgage Loan in the Trust.
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.
B-7
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)
I
(We)
further direct the Trustee 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
B-8
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. | |
B-9
EXHIBIT
A-17
CLASS
C
CERTIFICATES
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS I-A CERTIFICATES, THE CLASS II-A1
CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
CLASS II-A4 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 B CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
C-1
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
With
respect to any Mortgage Loan, March 1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Original
Certificate Principal Balance
|
:
|
$[_______]
|
|
Initial
Notional Amount of this Certificate (“Denomination”)
|
:
|
$[_______]
|
|
Original
Notional Amount of this Class
|
:
|
$[_______]
|
|
Percentage
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
Class
|
:
|
C
|
C-2
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
Class
C
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
fixed rate and adjustable rate mortgage loans (the “Mortgage
Loans”)
LONG
BEACH SECURITIES CORP., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class C Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class C Certificate does not evidence
an obligation of, or an interest in, and is not guaranteed by the Depositor,
the
Master Servicer or the Trustee referred to below or any of their respective
affiliates.
This
certifies that Long Beach Asset Holdings Corp. is the registered owner of the
Percentage Interest evidenced by this Class C Certificate (obtained by dividing
the Denomination of this Class C Certificate by the Original Notional Amount)
in
certain distributions with respect to a Trust consisting primarily of the
Mortgage Loans deposited by Long Beach Securities Corp. (the “Depositor”). The
Trust was created pursuant to a Pooling and Servicing Agreement dated as of
March 1, 2006 (the “Agreement”) among the Depositor, Long Beach Mortgage
Company, as master servicer (the “Master Servicer”) and Deutsche Bank National
Trust Company, as trustee (the “Trustee”). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This
Class C Certificate is issued under and is subject to the terms, provisions
and
conditions of the Agreement, to which Agreement the Holder of this Class C
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
No
transfer, sale, pledge or other disposition of a Certificate of this Class
shall
be made unless such disposition is exempt from the registration requirements
of
the 1933 Act, and any applicable state securities laws or is made in accordance
with the 1933 Act and laws. In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding the
transfer. In the event that such a transfer is not to be made pursuant to Rule
144A of the Act, there shall be delivered to the Trustee and the Depositor
an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of the
Trustee, the Master Servicer or the Depositor; or there shall be delivered
to
the Trustee and the Depositor a transferor certificate by the transferor and
an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state
laws.
C-3
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Reference
is hereby made to the further provisions of this Class C Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class C Certificate shall not be entitled to any benefit under the Agreement
or
be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
C-4
IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
March __, 2006
| LONG BEACH MORTGAGE LOAN TRUST 2006-2 | |||
|
By:
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in its individual capacity, but solely as
Trustee
|
||
| By | _________________________________________ | ||
This
is
one of the Class C Certificates
referenced
in the within-mentioned
Agreement
By
_________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
C-5
[Reverse
of Class C Certificate]
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated as
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the 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
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
C-6
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, and
any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer,
if
any, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected
by
any notice to the contrary.
On
any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the
Holders of the majority of the Percentage Interest of the Class C Certificates,
the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and 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 and (ii) the final payment or other liquidation of
the
last Mortgage Loan in the Trust.
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.
C-7
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
_______________________________________________________________________________________________
_______________________________________________________________________________________________
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee
on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee 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
C-8
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. | |
C-9
EXHIBIT
A-18
CLASS
P
CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
With
respect to any Mortgage Loan, March 1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$100.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$100.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Class
|
:
|
P
|
P-1
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
Class
P
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
fixed rate and adjustable rate mortgage loans (the “Mortgage
Loans”)
LONG
BEACH SECURITIES CORP., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class P Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class P Certificate does not evidence
an obligation of, or an interest in, and is not guaranteed by the Depositor,
the
Master Servicer or the Trustee referred to below or any of their respective
affiliates.
This
certifies that Long Beach Asset Holdings 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 distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Long Beach Securities Corp. (the
“Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor,
Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and
Deutsche Bank National Trust Company, as trustee (the “Trustee”). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Class P Certificate is issued under and is subject to
the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class P Certificate by virtue of the acceptance hereof assents and
by
which such Holder is bound.
This
Certificate does not have a pass-through rate and will be entitled to
distributions only to the extent set forth in the Agreement.
No
transfer, sale, pledge or other disposition of a Certificate of this Class
shall
be made unless such disposition is exempt from the registration requirements
of
the 1933 Act, and any applicable state securities laws or is made in accordance
with the 1933 Act and laws. In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding the
transfer. In the event that such a transfer is not to be made pursuant to Rule
144A of the Act, there shall be delivered to the Trustee and the Depositor
an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of the
Trustee, the Master Servicer or the Depositor; or there shall be delivered
to
the Trustee and the Depositor a transferor certificate by the transferor and
an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state
laws.
P-2
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Reference
is hereby made to the further provisions of this Class P Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class P Certificate shall not be entitled to any benefit under the Agreement
or
be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
P-3
IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
March __, 2006
| LONG BEACH MORTGAGE LOAN TRUST 2006-2 | |||
|
By:
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in its individual capacity, but solely as
Trustee
|
||
| By | _________________________________________ | ||
This
is
one of the Class P Certificates
referenced
in the within-mentioned
Agreement
By
_________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
P-4
[Reverse
of Class P Certificate]
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated as
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the 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
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
P-5
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, and
any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer,
if
any, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected
by
any notice to the contrary.
On
any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the
Holders of the majority of the Percentage Interest of the Class C Certificates,
the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and 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 and (ii) the final payment or other liquidation of
the
last Mortgage Loan in the Trust.
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.
P-6
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
_______________________________________________________________________________________________
_______________________________________________________________________________________________
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee
on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee 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
P-7
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. | |
P-8
EXHIBIT
A-19
CLASS
R
CERTIFICATES
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS “RESIDUAL
INTERESTS” IN THREE SEPARATE “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.
NO
TRANSFER OF THIS CERTIFICATE TO A “DISQUALIFIED ORGANIZATION,” AS SUCH TERM IS
DEFINED IN SECTION 860E OF THE CODE, SHALL BE MADE.
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
With
respect to any Mortgage Loan, March 1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Class
|
:
|
R
|
X-0
Xxxx
Xxxxx Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
Class
R
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting primarily of
a
pool of first lien, fixed rate and adjustable rate mortgage loans (the “Mortgage
Loans”)
LONG
BEACH SECURITIES CORP., as Depositor
This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Master Servicer or the Trustee referred to
below or any of their respective affiliates.
This
certifies that Long Beach Asset Holdings 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
Long
Beach Securities Corp. (the “Depositor”). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of March 1, 2006 (the “Agreement”)
among the Depositor, Long Beach Mortgage Company, as master servicer (the
“Master Servicer”) and Deutsche Bank National Trust Company, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
This
Certificate does not have a principal balance or pass-through rate and will
be
entitled to distributions only to the extent set forth in the Agreement. In
addition, any distribution of the proceeds of any remaining assets of the Trust
will be made only upon presentment and surrender of this Certificate at the
office or agency designated by the Trustee.
No
transfer, sale, pledge or other disposition of a Certificate of this Class
shall
be made unless such disposition is exempt from the registration requirements
of
the 1933 Act, and any applicable state securities laws or is made in accordance
with the 1933 Act and laws. In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding the
transfer. In the event that such a transfer is not to be made pursuant to Rule
144A of the Act, there shall be delivered to the Trustee and the Depositor
an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of the
Trustee, the Master Servicer or the Depositor; or there shall be delivered
to
the Trustee and the Depositor a transferor certificate by the transferor and
an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state
laws.
R-2
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Each
Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions of the Agreement, including but not limited to the restrictions
that (i) each person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this
Certificate may be transferred without delivery to the Trustee of (a) a transfer
affidavit of the proposed transferee and (b) a transfer certificate of the
transferor, each of such documents to be in the form described in the Agreement,
(iii) each person holding or acquiring any Ownership Interest in this
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Certificate must
agree
not to transfer an Ownership Interest in this Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v)
any
attempted or purported transfer of any Ownership Interest in this Certificate
in
violation of such restrictions will be absolutely null and void and will vest
no
rights in the purported transferee. Pursuant to the Agreement, the Trustee
will
provide the Internal Revenue Service and any pertinent persons with the
information needed to compute the tax imposed under the applicable tax laws
on
transfers of residual interests to Disqualified Organizations, if any
Disqualified Organization acquires an Ownership Interest on a Class R
Certificate in violation of the restrictions mentioned above.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized officer of the
Trustee.
R-3
IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
March __, 2006
| LONG BEACH MORTGAGE LOAN TRUST 2006-2 | |||
|
By:
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in its individual capacity, but solely as
Trustee
|
||
| By | _________________________________________ | ||
This
is
one of the Class R Certificates
referenced
in the within-mentioned
Agreement
By
_________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
R-4
[Reverse
of Class R Certificate]
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated as
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the 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
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
R-5
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Master Servicer, the Trustee and any agent of the Depositor,
the
Master Servicer, the Trustee or the NIMS Insurer, if any, may treat the Person
in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Master Servicer, the Trustee, the
NIMS
Insurer, if any, nor any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the
Holders of the majority of the Percentage Interest of the Class C Certificates,
the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and 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 and (ii) the final payment or other liquidation of
the
last Mortgage Loan in the Trust.
By
acceptance of the Class R Certificates the Holders of the Class R Certificates
agree that, in connection with any amounts distributable to the Holders of
the
Class R Certificates pursuant to Section 4.01(d)(i)(cc) of the Agreement, their
rights to receive the amounts so distributable are assigned and transferred
and
any such amounts shall be paid by the Trustee out of the Trust Fund, and to
the
extent received by the Holders of the Class R Certificates they shall pay any
such amounts, to the Holders of the Class C Certificates. By acceptance of
the
Class R Certificates, the Holders of the Class R Certificates direct the Trustee
to pay any amounts due to the Holders of the Class R Certificates on the first
Distribution Date to the Holders of the Class C Certificates.
R-6
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.
R-7
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)
I
(We)
further direct the Trustee 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
R-8
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. | |
R-9
EXHIBIT
A-20
CLASS
R-CX CERTIFICATES
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986, AS AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CLASS R-CX CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL
NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO A “DISQUALIFIED ORGANIZATION,” AS SUCH TERM IS
DEFINED IN SECTION 860E OF THE CODE, SHALL BE MADE.
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
With
respect to any Mortgage Loan, March 1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Class
|
:
|
R-CX
|
R-CX-1
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
Class
R-CX
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting primarily of
a
pool of first lien, fixed rate and adjustable rate mortgage loans (the “Mortgage
Loans”)
LONG
BEACH SECURITIES CORP., as Depositor
This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Master Servicer or the Trustee referred to
below or any of their respective affiliates.
This
certifies that Long Beach Asset Holdings 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
Long
Beach Securities Corp. (the “Depositor”). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of March 1, 2006 (the “Agreement”)
among the Depositor, Long Beach Mortgage Company, as master servicer (the
“Master Servicer”) and Deutsche Bank National Trust Company, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
This
Certificate does not have a principal balance or pass-through rate and will
be
entitled to distributions only to the extent set forth in the Agreement. In
addition, any distribution of the proceeds of any remaining assets of the Trust
will be made only upon presentment and surrender of this Certificate at the
office or agency designated by the Trustee.
No
transfer, sale, pledge or other disposition of a Certificate of this Class
shall
be made unless such disposition is exempt from the registration requirements
of
the 1933 Act, and any applicable state securities laws or is made in accordance
with the 1933 Act and laws. In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding the
transfer. In the event that such a transfer is not to be made pursuant to Rule
144A of the Act, there shall be delivered to the Trustee and the Depositor
an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of the
Trustee, the Master Servicer or the Depositor; or there shall be delivered
to
the Trustee and the Depositor a transferor certificate by the transferor and
an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state
laws.
R-CX-2
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Each
Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions of the Agreement, including but not limited to the restrictions
that (i) each person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this
Certificate may be transferred without delivery to the Trustee of (a) a transfer
affidavit of the proposed transferee and (b) a transfer certificate of the
transferor, each of such documents to be in the form described in the Agreement,
(iii) each person holding or acquiring any Ownership Interest in this
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Certificate must
agree
not to transfer an Ownership Interest in this Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v)
any
attempted or purported transfer of any Ownership Interest in this Certificate
in
violation of such restrictions will be absolutely null and void and will vest
no
rights in the purported transferee. Pursuant to the Agreement, the Trustee
will
provide the Internal Revenue Service and any pertinent persons with the
information needed to compute the tax imposed under the applicable tax laws
on
transfers of residual interests to Disqualified Organizations, if any
Disqualified Organization acquires an Ownership Interest on a Class R-CX
Certificate in violation of the restrictions mentioned above.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized officer of the
Trustee.
R-CX-3
IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
March __, 2006
| LONG BEACH MORTGAGE LOAN TRUST 2006-2 | |||
|
By:
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in its individual capacity, but solely as
Trustee
|
||
| By | _________________________________________ | ||
This
is
one of the Class R-CX Certificates
referenced
in the within-mentioned
Agreement
By
_________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
R-CX-4
[Reverse
of Class R-CX Certificate]
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated as
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the 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
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
R-CX-5
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, and
any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer,
if
any, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected
by
any notice to the contrary.
On
any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the
Holders of the majority of the Percentage Interest of the Class C Certificates,
the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and 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 and (ii) the final payment or other liquidation of
the
last Mortgage Loan in the Trust.
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.
R-CX-6
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)
I
(We)
further direct the Trustee 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
R-CX-7
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. | |
R-CX-8
EXHIBIT
A-21
CLASS
R-PX CERTIFICATES
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986, AS AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CLASS R-PX CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL
NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO A “DISQUALIFIED ORGANIZATION,” AS SUCH TERM IS
DEFINED IN SECTION 860E OF THE CODE, SHALL BE MADE.
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
With
respect to any Mortgage Loan, March 1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Class
|
:
|
R-PX
|
R-PX-1
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
Class
R-PX
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting primarily of
a
pool of first lien, fixed rate and adjustable rate mortgage loans (the “Mortgage
Loans”)
LONG
BEACH SECURITIES CORP., as Depositor
This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Master Servicer or the Trustee referred to
below or any of their respective affiliates.
This
certifies that Long Beach Asset Holdings 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
Long
Beach Securities Corp. (the “Depositor”). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of March 1, 2006 (the “Agreement”)
among the Depositor, Long Beach Mortgage Company, as master servicer (the
“Master Servicer”) and Deutsche Bank National Trust Company, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
This
Certificate does not have a principal balance or pass-through rate and will
be
entitled to distributions only to the extent set forth in the Agreement. In
addition, any distribution of the proceeds of any remaining assets of the Trust
will be made only upon presentment and surrender of this Certificate at the
office or agency designated by the Trustee.
No
transfer, sale, pledge or other disposition of a Certificate of this Class
shall
be made unless such disposition is exempt from the registration requirements
of
the 1933 Act, and any applicable state securities laws or is made in accordance
with the 1933 Act and laws. In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding the
transfer. In the event that such a transfer is not to be made pursuant to Rule
144A of the Act, there shall be delivered to the Trustee and the Depositor
an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of the
Trustee, the Master Servicer or the Depositor; or there shall be delivered
to
the Trustee and the Depositor a transferor certificate by the transferor and
an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state
laws.
R-PX-2
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Each
Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions of the Agreement, including but not limited to the restrictions
that (i) each person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this
Certificate may be transferred without delivery to the Trustee of (a) a transfer
affidavit of the proposed transferee and (b) a transfer certificate of the
transferor, each of such documents to be in the form described in the Agreement,
(iii) each person holding or acquiring any Ownership Interest in this
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Certificate must
agree
not to transfer an Ownership Interest in this Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v)
any
attempted or purported transfer of any Ownership Interest in this Certificate
in
violation of such restrictions will be absolutely null and void and will vest
no
rights in the purported transferee. Pursuant to the Agreement, the Trustee
will
provide the Internal Revenue Service and any pertinent persons with the
information needed to compute the tax imposed under the applicable tax laws
on
transfers of residual interests to Disqualified Organizations, if any
Disqualified Organization acquires an Ownership Interest on a Class R-PX
Certificate in violation of the restrictions mentioned above.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized officer of the
Trustee.
R-PX-3
IN
WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
March __, 2006
| LONG BEACH MORTGAGE LOAN TRUST 2006-2 | |||
|
By:
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in its individual capacity, but solely as
Trustee
|
||
| By | _________________________________________ | ||
This
is
one of the Class R-PX Certificates
referenced
in the within-mentioned
Agreement
By
_________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
R-PX-4
[Reverse
of Class R-PX Certificate]
Long
Beach Mortgage Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated as
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the 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
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
R-PX-5
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, if any, and
any
agent of the Depositor, the Master Servicer, the Trustee or the NIMS Insurer,
if
any, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, if any, nor any such agent shall be affected
by
any notice to the contrary.
On
any
Distribution Date following the date at which the remaining Stated Principal
Balance of the Mortgage Loans and REO Properties is equal to or less than 10%
of
the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the
Holders of the majority of the Percentage Interest of the Class C Certificates,
the Master Servicer or the NIMS Insurer, if any, may purchase, in whole, from
the Trust the Mortgage Loans in the manner and 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 and (ii) the final payment or other liquidation of
the
last Mortgage Loan in the Trust.
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.
R-PX-6
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
_______________________________________________________________________________________________
_______________________________________________________________________________________________
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee
on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee 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
R-PX-7
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. | |
R-PX-8
EXHIBIT
B
FORM
OF
SWAP AGREEMENT
See
Exhibit 4.3 to Form 8-K filed on March 22, 2006
B-1
EXHIBIT
C
FORM
OF
MORTGAGE LOAN PURCHASE AGREEMENT
See
Exhibit 4.2 to Form 8-K filed on March 22, 2006
C-1
EXHIBIT
D
MORTGAGE
LOAN SCHEDULE
Copies
of
the Mortgage Loan Schedule (which has been intentionally omitted from this
filing) may be obtained from Long Beach Securities Corp. by
contacting:
Xxxxx
Xxxx
Xxxx
Beach Securities Corp.
0000
Xxxxx Xxxxxx XXX0000
Xxxxxxx,
Xxxxxxxxxx 00000
Telephone: (000)
000-0000
Facsimile: (000)
000-0000
D-1
EXHIBIT
E-1
REQUEST
FOR RELEASE
(for
Trustee /Custodian)
Loan
Information
Name
of
Mortgagor: ___________________________________________
Master
Servicer
Loan
No.:
___________________________________________
Trustee
/Custodian
Name
:
___________________________________________
Address:
__________________________________________
Trustee/
Custodian
Mortgage
File No.: __________________________________________
Depositor
Name: LONG
BEACH SECURITIES CORP.
Address:
___________________________________________
Certificates: Long
Beach Mortgage Certificates, Series 2006-2.
E-1-1
The
undersigned Master Servicer hereby acknowledges that it has received from
_______________________, as Trustee for the Holders of Long Beach Mortgage
Loan
Trust 2006-2, Asset-Backed Certificates, Series 2006-2, the documents referred
to below (the “Documents”). All capitalized terms not otherwise defined in this
Request for Release shall have the meanings given them in the Pooling and
Servicing Agreement, dated as of March 1, 2006, among the Trustee, the Depositor
and the Master Servicer (the “Pooling and Servicing Agreement”).
(a) Promissory
Note dated _______________, 20__, in the original principal sum of $__________,
made by ___________________, payable to, or endorsed to the order of, the
Trustee.
(b) Mortgage
recorded on _____________________ as instrument no. ________________ in the
County Recorder’s Office of the County of _________________, State of
____________ in book/reel/docket _________________ of official records at
page/image _____________.
(c) Deed
of
Trust recorded on ___________________ as instrument no. ________________ in
the
County Recorder’s Office of the County of _________________, State of
____________________ in book/reel/docket _________________ of official records
at page/image ______________.
(d) Assignment
of Mortgage or Deed of Trust to the Trustee, recorded on ___________________
as
instrument no. _________ in the County Recorder’s Office of the County of
_______________, State of _______________________ in book/reel/docket
____________ of official records at page/image ____________.
(e) Other
documents, including any amendments, assignments or other assumptions of the
Mortgage Note or Mortgage.
(f)
_____________________________________________
(g) _____________________________________________
(h)
_____________________________________________
(i)
_____________________________________________
The
undersigned Master Servicer hereby acknowledges and agrees as
follows:
(1) The
Master Servicer shall hold and retain possession of the Documents in trust
for
the benefit of the Trustee, solely for the purposes provided in the
Agreement.
(2) The
Master Servicer shall not cause or permit the Documents to become subject to,
or
encumbered by, any claim, liens, security interest, charges, writs of attachment
or other impositions nor shall the Master Servicer assert or seek to assert
any
claims or rights of setoff to or against the Documents or any proceeds
thereof.
E-1-2
(3) The
Master Servicer shall return each and every Document previously requested from
the Mortgage File to the Trustee when the need therefor no longer exists, unless
the Mortgage Loan relating to the Documents has been liquidated and the proceeds
thereof have been remitted to the Collection Account and except as expressly
provided in the Agreement.
(4) The
Documents and any proceeds thereof, including any proceeds of proceeds, coming
into the possession or control of the Master Servicer shall at all times be
ear-marked for the account of the Trustee, and the Master Servicer shall keep
the Documents and any proceeds separate and distinct from all other property
in
the Master Servicer’s possession, custody or control.
Dated:
LONG
BEACH MORTGAGE COMPANY
By:
_____________________________
Name:
Title:
E-1-3
EXHIBIT
E-2
REQUEST
FOR RELEASE
(Certificate
- Mortgage Loan Paid in Full)
OFFICERS’
CERTIFICATE AND TRUST RECEIPT
MORTGAGE
LOAN PASS-THROUGH CERTIFICATES
SERIES
2006-2
____________________________________________________
HEREBY CERTIFIES THAT HE/SHE IS AN OFFICER OF THE MASTER SERVICER, HOLDING
THE
OFFICE SET FORTH BENEATH HIS/HER SIGNATURE, AND HEREBY FURTHER CERTIFIES AS
FOLLOWS:
WITH
RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED IN THE POOLING AND
SERVICING AGREEMENT DESCRIBED IN THE ATTACHED SCHEDULE:
ALL
PAYMENTS OF PRINCIPAL, PREMIUM (IF ANY), AND INTEREST HAVE BEEN
MADE.
|
LOAN
NUMBER:
|
________________________________ |
BORROWER’S
NAME:
|
_______________
|
|
COUNTY:
|
|||
| WE HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS, WHICH ARE REQUIRED TO BE DEPOSITED IN THE COLLECTION ACCOUNT PURSUANT TO SECTION 3.10 OF THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE CREDITED | |||
|
DATED:
|
_______________ | ||
__________________
/
/ VICE
PRESIDENT
/
/
ASSISTANT VICE PRESIDENT
E-2-1
EXHIBIT
E-3
FORM
OF
MORTGAGE LOAN ASSIGNMENT AGREEMENT
This
MORTGAGE
LOAN ASSIGNMENT AGREEMENT
(this
“Agreement”),
dated
as of ________________, 200___, is by and between ________________, a
________________, as purchaser (the “Company”),
and
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not
in
its individual capacity but as trustee (the “Trustee”)
for
LONG
BEACH MORTGAGE LOAN TRUST 2006-2,
as
seller (the “Trust”).
In
consideration of the mutual covenants made herein and for other good and
valuable consideration the sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
ARTICLE
1. DEFINITIONS
Capitalized
terms used but not defined herein shall have the meanings assigned to them
in
the Pooling and Servicing Agreement dated as of March 1, 2006 (the “Pooling
and Servicing Agreement”) by and among Long Beach Mortgage Company, as master
servicer (the “Master Servicer”) and as seller, Long Beach Securities Corp., as
depositor, and the Trustee, as trustee.
ARTICLE
2. SALE
AND CONVEYANCE OF MORTGAGE LOAN;
POSSESSION
OF FILES; PAYMENT OF PURCHASE
PRICE;
DELIVERY OF MORTGAGE LOAN DOCUMENTS;
RECORDATION
OF ASSIGNMENTS OF MORTGAGE
Section
2.1 Sale
and Conveyance of Mortgage Loans; Possession of Files
(a) Pursuant
to Section 2.03 of the Pooling and Servicing Agreement and Section
6.____________ of the Mortgage Loan Purchase Agreement, subject to the
provisions of the Pooling and Servicing Agreement and after the deposit of
the
Purchase Price in the Collection Account and the Trustee’s receipt of a written
certification from the Master Servicer of such deposit (the “Certification”),
the Trustee hereby sells, transfers, assigns, sets over, and conveys to the
Company, without recourse, or, except as set forth in Article 3, representations
or warranties, all the right, title, and interest of the Trust in and to the
mortgage loan identified on Schedule I attached hereto (the “Mortgage
Loan”).
(b) In
accordance with Section 3.17 of the Pooling and Servicing Agreement, the Trustee
will deliver to the Company, or to such third party as the Company may direct,
the documents comprising the Mortgage File with respect to the Mortgage Loan
upon the Trustee’s receipt of the Certification. Upon payment for the Mortgage
Loan pursuant to Section 2.1(c) below, the beneficial ownership of the Mortgage
Note, the Mortgage, and each of the other documents comprising the Mortgage
File
with respect to the Mortgage Loan is and shall be vested in the Company, and
the
ownership of all records and documents with respect to the Mortgage Loan
prepared by or which come into the possession of the Trustee or any agent or
designee thereof shall immediately vest in the Company and shall be delivered
to
the Company or as the Company may otherwise direct.
F-1-1
(c) In
full
consideration for the sale of the Mortgage Loan pursuant to
Section 2.1(a) hereof, and upon the terms and conditions of this
Agreement, the Company hereby purchases the Mortgage Loan.
(d) Subject
to the fulfillment of any other conditions to such [purchase/repurchase]
under
the Pooling and Servicing Agreement and following the deposit of the Purchase
Price in the Collection Account and the Trustee’s receipt of the Certification,
the Company shall own and be entitled to receive with respect to the Mortgage
Loan all Monthly Payments and all other recoveries of principal and interest.
All such amounts that are collected after the date of the deposit of the
Purchase Price and the Trustee’s receipt of the Certification shall be held and
remitted by the Master Servicer to the Company in accordance with the terms
of
this Agreement.
ARTICLE
3.
REPRESENTATIONS AND WARRANTIES OF
THE
TRUSTEE CONCERNING THE MORTGAGE LOAN
The
Trustee hereby represents and warrants to, and agrees with the Company that,
as
to the Mortgage Loan and as of the date first written above:
The
Trustee, to its actual knowledge has not taken any action with respect to the
Mortgage Loans, other than at the direction of the Company, its attorneys and
subservicers or Long Beach Securities Corp., which would result in the
imposition of any lien on, security interest in, or other encumbrance of, the
real property securing the Mortgage Loan, other than permitted pursuant to
the
Pooling and Servicing Agreement, and other than such action as might be required
to preserve and maintain the Mortgage.
ARTICLE
4. MISCELLANEOUS
PROVISIONS
Section
4.1 Governing
Law
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York (including Section 5-1401 of the New York General
Obligations Law) and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws without giving effect
to conflict of laws principles other than Section 5-1401 of the New York
General Obligations Law.
Section
4.2 Severability
of Provisions
If
any
one or more of the covenants, agreements, provisions, or terms of this Agreement
shall be held invalid for any reason whatsoever, 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 covenants, agreements,
provisions, or terms of this Agreement or the rights of the parties hereunder.
F-1-2
Section
4.3 Schedules
The
schedules to this Agreement are hereby incorporated and made a part hereof
and
are an integral part of this Agreement.
Section
4.4 Counterparts;
Successors and Assigns
This
Agreement may be executed in one or more counterparts, and by the different
parties hereto on separate counterparts, each of which, when so executed, shall
be deemed to be an original; such counterparts, together, shall constitute
one
and the same agreement. This Agreement shall inure to the benefit of and be
binding upon the Company and the Trustee.
Section
4.5 Effect
of Headings
The
headings in this Agreement are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof.
Section
4.6 Survival
The
representations, warranties, covenants and agreements of the parties provided
in
this Agreement and the parties’ obligations hereunder shall survive the
execution, delivery and termination of this Agreement.
Section
4.7 Costs
The
Company shall pay all costs, fees and expenses incurred in connection with
the
transfer and delivery of the Mortgage Loan purchased by the Company under this
Agreement.
[Signature
page follows]
F-1-3
TO
WITNESS THIS,
the
Company and the Trustee have caused their names to be signed to this Mortgage
Loan Assignment Agreement by their duly authorized respective officers as of
the
day and year first above written.
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, as Trustee for Long Beach Mortgage Loan
Trust
2006-2 and not in its individual capacity
By:
_________________________________
Name:____________________________
Title:
____________________________
|
|
|
[_________________________________]
By:
_________________________________
Name:____________________________
Title:
____________________________
|
F-1-4
STATE
OF
____________________ )
)
ss.
COUNTY
OF __________________ )
This
instrument was acknowledged before me on ______________________, 200___, by
_____________________ as _________________________ of Long Beach Mortgage
Company.
____________________________________________
Print
Name_________________________
NOTARY
PUBLIC in and for the State of
_____________,
residing at _____________________
My
commission expires_________________________
F-1-5
STATE
OF
____________________ )
)
ss.
COUNTY
OF __________________ )
This
instrument was acknowledged before me on ______________________, 200___, by
_____________________ as _________________________ of Deutsche
Bank National Trust Company, as trustee for Long Beach Mortgage Loan Trust
200___-___ and not in its individual capacity.
____________________________________________
Print
Name_________________________
NOTARY
PUBLIC in and for the State of
_____________,
residing at _____________________
My
commission expires_________________________
F-1-6
SCHEDULE
I
MORTGAGE
LOAN SCHEDULE
F-1-7
EXHIBIT
F-1
FORM
OF
TRUSTEE’S INITIAL CERTIFICATION
|
[Date]
|
|
|
Long
Beach Securities Corp.
|
Long
Beach Mortgage Company
|
|
0000
Xxxxx Xxxxxxxx Xxxx, Xxxxx 000
|
0000
Xxxxx Xxxxxxxx Xxxx, Xxxxx 000
|
|
Xxxxxxx,
XX 00000
|
Xxxxxxx,
XX 00000
|
|
Re:
|
|
Pooling
and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as
of March
1, 2006 among Long Beach Securities Corp., Long Beach Mortgage Company
and
Deutsche Bank National Trust Company,
|
|
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series
2006-2
|
||
Ladies
and Gentlemen:
Pursuant
to Section 2.02 of the Pooling and Servicing Agreement, the undersigned, as
Trustee, hereby acknowledges receipt of each Mortgage File and certifies 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 hereto as not being covered by this certification),
(i) all documents constituting part of such Mortgage File (other than such
documents described in Section 2.01(e) of the Pooling and Servicing
Agreement) required to be delivered to it pursuant to the Pooling and Servicing
Agreement are in its possession, (ii) such documents have been reviewed by
it and are not mutilated, torn or defaced unless initialed by the related
borrower 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 items (i), (ii), (ix), (xii), (xiv)
(to the extent of the Periodic Rate Cap for the first Adjustment Date and
subsequent Adjustment Dates) and (xvi) of the definition of “Mortgage Loan
Schedule” of the Pooling and Servicing Agreement accurately reflects information
set forth in the Mortgage File.
The
Trustee has made no independent examination of any documents contained in each
Mortgage File beyond the review specifically required in the above-referenced
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability due authorization,
recordability or genuineness of any of the documents contained in the Mortgage
File of any of the Mortgage Loans identified on the Mortgage Loan Schedule,
or
(ii) the collectability, insurability, effectiveness or suitability of any
such Mortgage Loan.
DEUTSCHE
BANK NATIONAL TRUST
COMPANY,
as Trustee
By:
________________________________
Name:
______________________________
Title: ______________________________
F-1-8
EXHIBIT
F-2
FORM
OF
TRUSTEE’S FINAL CERTIFICATION
|
[Date]
|
|
|
Long
Beach Securities Corp.
|
Long
Beach Mortgage Company
|
|
0000
Xxxxx Xxxxxxxx Xxxx, Xxxxx 000
|
0000
Xxxxx Xxxxxxxx Xxxx, Xxxxx 000
|
|
Xxxxxxx,
XX 00000
|
Xxxxxxx,
XX 00000
|
|
Re:
|
|
Pooling
and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as
of March
1, 2006 among Long Beach Securities Corp., Long Beach Mortgage
Company and
Deutsche Bank National Trust Company,
|
|
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series
2006-2
|
||
Ladies
and Gentlemen:
In
accordance with Section 2.02 of the above-captioned Pooling and Servicing
Agreement, the undersigned, as Trustee, hereby certifies that as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan
paid in full or listed on the attachment hereto), it or a Custodian on its
behalf has received:
(a) the
original Mortgage Note, endorsed in blank or in the following form: “Pay to the
order of Deutsche Bank National Trust Company, as Trustee under the applicable
agreement, without recourse,” with all prior and intervening endorsements
showing a complete chain of endorsement from the originator to the Person so
endorsing to the Trustee or a copy of such original Mortgage Note with an
accompanying Lost Note Affidavit executed by the Seller;
(b) the
original Mortgage with evidence of recording thereon, and a copy, certified
by
the appropriate recording office, of the recorded power of attorney, if the
Mortgage was executed pursuant to a power of attorney, with evidence of
recording thereon;
(c) an
original Assignment in blank;
(d) the
original recorded Assignment or Assignments showing a complete chain of
assignment from the originator to the Person assigning the Mortgage to the
Trustee or in blank;
(e) the
original or copies of each assumption, modification, written assurance or
substitution agreement, if any; and
(f) the
original lender’s title insurance policy, together with all endorsements or
riders issued with or subsequent to the issuance of such policy, insuring the
priority of the Mortgage as a first lien on the Mortgaged Property represented
therein as a fee interest vested in the Mortgagor, or in the event such title
policy is unavailable, a written commitment or uniform binder or preliminary
report of title issued by the title insurance or escrow
company.
F-2-1
The
Trustee has made no independent examination of any documents contained in each
Mortgage File beyond the review specifically required in the above-referenced
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i)
the validity, legality, sufficiency, enforceability or genuineness of any of
the
documents contained in the Mortgage File of any of the Mortgage Loans identified
on the Mortgage Loan Schedule, or (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan.
Capitalized
words and phrases used herein shall have the respective meanings assigned to
them in the above-captioned Pooling and Servicing Agreement.
DEUTSCHE
BANK NATIONAL TRUST
COMPANY,
as Trustee
By:
________________________________
Name:
______________________________
Title: _______________________________
F-2-2
EXHIBIT
G
FORM
OF
RESIDUAL NIM HOLDER CERTIFICATE
Deutsche
Bank National Trust Company
0000
Xxxx
Xx. Xxxxxx Xxxxx
Xxxxx
Xxx, Xxxxxxxxxx 00000
|
Re:
|
|
Pooling
and Servicing Agreement (the “Agreement”), dated as of March 1, 2006 among
Long Beach Securities Corp., Long Beach Mortgage Company and
Deutsche Bank
National Trust Company,
|
|
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates,
Series
2006-2
|
||
Ladies
and Gentlemen:
The
undersigned hereby certifies that the undersigned is the Residual NIM Holder
and
further certifies that the undersigned is not an Affiliate of Long Beach
Mortgage Company, a Delaware corporation. Capitalized terms used in this
certificate without definition have the meaning given to them in the
Agreement.
IN
WITNESS WHEREOF, the undersigned has executed this Certificate as of
______________, 200__.
[_________________________]
By:
________________________________
Name:
______________________________
Title: _______________________________
G-1
EXHIBIT
H
FORM
OF
LOST NOTE AFFIDAVIT
Personally
appeared before me the undersigned authority to administer oaths,
_________________________ who
first
being duly sworn deposes and says: Deponent is ________________________
of
_______________________,
successor by merger to ___________________
(“Seller”)
and who has personal knowledge of the facts set out in this
affidavit.
On
______________, ________________________
did
execute and deliver a promissory note in the principal
amount of $________________.
That
said
note has been misplaced or lost through causes unknown and is presently lost
and
unavailable after diligent search has been made. Seller’s records show that an
amount of principal and interest on said note is still presently outstanding,
due, and unpaid, and Seller is still owner and holder in due course of said
lost
note.
Seller
executes this Affidavit for the purpose of inducing Deutsche Bank National
Trust
Company, as Trustee on behalf of Long Beach Mortgage Loan Trust 2006-2, to
accept the transfer of the above described loan from Seller.
Seller
agrees to indemnify Deutsche Bank National Trust Company, Long Beach Securities
Corp. and Long Beach Mortgage Company harmless for any losses incurred by such
parties resulting from the above described promissory note has been lost or
misplaced.
By:
STATE
OF
____________________ )
)
ss.
COUNTY
OF __________________ )
On
this
________ day of ______________, 20_, before me, a Notary Public, in and for
said County and State, appeared ____________________, who acknowledged the
extension of the foregoing and who, having been duly sworn, states that any
representations therein contained are true.
Witness
my hand and Notarial Seal this _________ day of 20__.
____________________
____________________
My
commission expires ___________________.
H-1
EXHIBIT
I
FORM
OF
ERISA REPRESENTATION
[DATE]
Long
Beach Securities Corp.
0000
Xxxxx Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx,
XX 00000
Long
Beach Mortgage Company
0000
Xxxxx Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx,
XX 00000
Deutsche
Bank National Trust Company
0000
Xxxx
Xx. Xxxxxx Xxxxx
Xxxxx
Xxx, Xxxxxxxxxx 00000
|
Re:
|
Long
Beach Mortgage Loan Trust 2006-2,
|
|
|
Asset-Backed
Certificates, Series 2006-2
|
Ladies
and Gentlemen:
___________________
(the “Transferee”) intends to acquire from __________________ (the “Transferor”)
$____________ Initial Certificate Principal Balance of the Class [____]
Certificate of Long Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates,
Series 2006-2, (the “Certificates”), issued pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among Long Beach
Securities Corp., as depositor (the “Depositor”), Long Beach Mortgage Company,
as master servicer (the “Master Servicer”) and Deutsche Bank National Trust
Company, as trustee (the “Trustee”). Capitalized terms used herein and not
otherwise defined shall have the meanings assigned thereto in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants
to, and covenants with the Depositor, the Trustee and the Master
Servicer:
(A)
In
the case of the Class C Certificates, the Class P Certificates and the Residual
Certificates the following statements in either (1) or (2) are
accurate:
_____
(1) The
Certificates (i) are not being acquired by, and will not be transferred to,
any
employee benefit plan within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or other
retirement arrangement, including individual retirement accounts and annuities,
Xxxxx plans and bank collective investment funds and insurance company general
or separate accounts in which such plans, accounts or arrangements are invested,
that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
acquired with “plan assets” of a Plan within the meaning of the Department of
Labor (“DOL”) regulation, 29 C.F.R. § 2510.3-101, and (iii) will not be
transferred to any entity that is deemed to be investing in plan assets within
the meaning of the DOL regulation at 29 C.F.R. § 2510.3-101; or
I-1
_____
(2) [With
respect to the Class C Certificates and the Class P Certificates Only]
The
Transferee will provide an Opinion of Counsel to the Depositor, the Trustee
and
the Master Servicer which establishes to the satisfaction of the Depositor,
the
Trustee and the Master Servicer that the purchase of such Certificates is
permissible under applicable law, will not constitute or result in any
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Depositor, the Trustee, the Master Servicer, or the Trust Fund
to
any obligation or liability (including obligations or liabilities under ERISA
or
Section 4975 of the Code) in addition to those undertaken in this
Agreement.
(B)
In
the case of the Class A Certificates, the Mezzanine Certificates and the Class
B
Certificates, either (i) such Transferee is neither a Plan nor a Person acting
on behalf of any such Plan or using the assets of any such Plan to effect such
transfer or (ii) the acquisition and holding of the such Certificate are
eligible for exemptive relief under Prohibited Transaction Class Exemption
(“PTCE”) 84-14, XXXX 00-0, XXXX 00-00, XXXX 95-60 or PTCE 96-23.
IN
WITNESS WHEREOF, the Transferee executed this certificate.
__________________________________
[Transferee]
By:
_______________________________
Name:
_____________________________
Title:
______________________________
I-2
EXHIBIT
J-1A
FORM
OF
CLASS B CERTIFICATE TRANSFEROR CERTIFICATE
[Date]
[TRUSTEE]
| Re: |
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates
Series
2006-2 (the “Class B
Certificates”)
|
Ladies
and Gentlemen:
This
certificate is being delivered in connection with the sale by
[___________________] (the “Transferor”) to [_______________] (the “Transferee”)
of Class B Certificates having an Initial Certificate Principal Balance as
of
March 7, 2006 (the “Closing Date”) of [$____________] (the “Transferred
Certificates”). The Class B Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated
as of March 1, 2006 (the “Agreement”) among Long Beach Securities Corp., as
depositor (the “Depositor”), Long Beach Mortgage Company, as master servicer
(the “Master Servicer”) and Deutsche Bank National Trust Company, as trustee
(the “Trustee”). All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Agreement. The Transferor
hereby certifies, represents and warrants to you, as Trustee, and for the
benefit of the Trustee, the Depositor, the Trust Fund and the Transferee,
that:
1. The
Transferor is the lawful owner of the Transferred Certificates with the full
right to transfer such Class B Certificates free from any and all claims and
encumbrances whatsoever.
2. Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred,
pledged, sold or otherwise disposed of any Transferred Certificate, any interest
in any Transferred Certificate or any other similar security to any person
in
any manner, (b) solicited any offer to buy or accept a transfer, pledge or
other
disposition of any Transferred Certificate, any interest in any Transferred
Certificate or any other similar security from any person in any manner, (c)
otherwise approached or negotiated with respect to any Transferred Certificate,
any interest in any Transferred Certificate or any other similar security with
any person in any manner, (d) made any general solicitation by means of general
advertising or in any other manner, or (e) taken any other action, which (in
the
case of any of the acts described in clauses (a) through (e) hereof) would
constitute a distribution of any Transferred Certificate under the Securities
Act of 1933, as amended (the “Securities Act”), or would render the disposition
of any Transferred Certificate a violation of Section 5 of the Securities Act
or
any state securities laws, or would require registration or qualification of
any
Transferred Certificate pursuant to the Securities Act or any state securities
laws.
J-1A-1
3. The
Transferor and any person acting on behalf of the Transferor in this matter
reasonably believe that the Transferee is a “qualified institutional buyer” as
that term is defined in Rule 144A (“Rule 144A”) under the Securities Act (a
“Qualified Institutional Buyer”) purchasing for its own account or for the
account of a Qualified Institutional Buyer. In determining whether the
Transferee is a Qualified Institutional Buyer, the Transferor and any person
acting on behalf of the Transferor in this matter have relied upon the following
method(s) of establishing the Transferee's ownership and discretionary
investments of securities (check one or more):
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___
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(a)
The Transferee's most recent publicly available financial statements,
which statements present the information as of a date within 16 months
preceding the date of sale of the Transferred Certificate in the
case of a
U.S. purchaser and within 18 months preceding such date of sale for
a
foreign purchaser; or
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|
___
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(b)
The most recent publicly available information appearing in documents
filed by the Transferee with the Securities and Exchange Commission
or
another United States federal, state, or local governmental agency
or
self-regulatory organization, or with a foreign governmental agency
or
self-regulatory organization, which information is as of a date within
16
months preceding the date of sale of the Transferred Certificate
in the
case of a U.S. purchaser and within 18 months preceding such date
of sale
for a foreign purchaser; or
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___
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(c)
The most recent publicly available information appearing in a recognized
securities manual, which information is as of a date within 16 months
preceding the date of sale of the Transferred Certificate in the
case of a
U.S. purchaser and within 18 months preceding such date of sale for
a
foreign purchaser; or
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___
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(d)
A certification by the chief financial officer, a person fulfilling
an
equivalent function, or other executive officer of the Transferee,
specifying the amount of securities owned and invested on a discretionary
basis by the Transferee as of a specific date on or since the close
of the
Transferee's most recent fiscal year, or, in the case of a Transferee
that
is a member of a “family of investment companies”, as that term is defined
in Rule 144A, a certification by an executive officer of the investment
adviser specifying the amount of securities owned by the “family of
investment companies” as of a specific date on or since the close of the
Transferee's most recent fiscal
year.
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4. The
Transferor and any person acting on behalf of the Transferor understand that
in
determining the aggregate amount of securities owned and invested on a
discretionary basis by an entity for purposes of establishing whether such
entity is a Qualified Institutional Buyer:
J-1A-2
(a)
the
following instruments and interests shall be excluded: securities of issuers
that are affiliated with the Transferee; if the Transferee is a dealer
securities that are part of an unsold allotment to or subscription by the
Transferee as a participant in a public offering; securities of issuers that
are
part of the Transferee's “family of investment companies”, if the Transferee is
a registered investment company; bank deposit notes and certificates of deposit;
loan participations; repurchase agreements; securities owned but subject to
a
repurchase agreement; and currency, interest rate and commodity
swaps;
(b)
the
aggregate value of the securities shall be the cost of such securities, except
where the entity reports its securities holdings in its financial statements
on
the basis of their market value, and no current information with respect to
the
cost of those securities has been published, in which case the securities may
be
valued at market;
(c)
securities owned by subsidiaries of the entity that are consolidated with the
entity in its financial statements prepared in accordance with generally
accepted accounting principles may be included if the investments of such
subsidiaries are managed under the direction of the entity, except that, unless
the entity is a reporting company under Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, securities owned by such subsidiaries may
not
be included if the entity itself is a majority-owned subsidiary that would
be
included in the consolidated financial statements of another
enterprise.
5. The
Transferor or a person acting on its behalf has taken reasonable steps to ensure
that the Transferee is aware that the Transferor is relying on the exemption
from the provisions of Section 5 of the Securities Act provided by Rule
144A.
6. The
Transferor or a person acting on its behalf has furnished, or caused to be
furnished, to the Transferee all information requested by the Transferee
regarding (a) the Transferred Certificates and payments thereon, (b) the nature
and performance of the Mortgage Loans, (c) the Agreement, and (d) any credit
enhancement mechanism associated with the Transferred Certificates.
Very
truly yours,
________________________
(Transferor)
By:
_____________________
Name:
Title:
J-1A-3
EXHIBIT
J-1B
FORM
OF
CLASS B CERTIFICATE TRANSFEREE CERTIFICATE
[Date]
[TRUSTEE]
|
Re:
|
Long
Beach Mortgage Loan Trust 2006-2, Asset-Backed Certificates
Series
2006-2(the “Class B
Certificates”)
|
Ladies
and Gentlemen:
[___________________]
(the “Transferee”) intends to purchase from ___________________ (the
“Transferor”) Class B Certificates having an Initial Certificate Principal
Balance as of March 7, 2006 (the “Closing Date”) of [$____________] (the
“Transferred Certificates”). The Class B Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated
as of March 1, 2006 (the “Agreement”) among Long Beach Securities Corp., as
depositor (the “Depositor”), Long Beach Mortgage Company, as master servicer
(the “Master Servicer”) and Deutsche Bank National Trust Company, as trustee
(the “Trustee”). All capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Agreement. The Transferee hereby
certifies, represents and warrants to you, as Trustee, and for the benefit
of
the Trustee, the Depositor, the Trust Fund and the Transferor,
that:
1. The
Transferee is a “qualified institutional buyer” (a “Qualified Institutional
Buyer”) as that term is defined in Rule 144A (“Rule 144A”) under the Securities
Act of 1933, as amended (the “Securities Act”), and has completed one of the
forms of certification to that effect attached hereto as Annex 1 and Annex
2.
The Transferee is aware that the sale to it of the Transferred Certificates
is
being made in reliance on Rule 144A. The Transferee is acquiring the Transferred
Certificates for its own account or for the account of a Qualified Institutional
Buyer, and understands that such Transferred Certificates may be resold, pledged
or transferred only (i) to a person reasonably believed to be a Qualified
Institutional Buyer that purchases for its own account or for the account of
a
Qualified Institutional Buyer to whom notice is given that the resale, pledge
or
transfer is being made in reliance on Rule 144A.
2. The
Transferee has been furnished with all information requested by it regarding
(a)
the Transferred Certificates and payments thereon, (b) the nature and
performance of the the Mortgage Loans, (c) the Agreement, and (d) any credit
enhancement mechanism associated with the Transferred Certificates.
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3.
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The
Transferee represents that any of (a) or (b) is satisfied, as marked
below:
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____ a.
it is
neither: (1) an employee benefit plan, or other retirement arrangement,
including individual retirement accounts and annuities, Xxxxx plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including, without limitation, insurance company
general accounts, that is subject to ERISA or the Code (each, a “Plan”), nor (2)
any Person who is directly or indirectly purchasing such Transferred Certificate
or interest therein on behalf of, as named fiduciary of, as trustee of, or
with
“plan assets” (as defined under the DOL Regulation at 29 C.F.R. Section
2510.3-101) of a Plan; or
J-1B-1
____ b.
the
Transferee is an insurance company and (a) the source of funds used to purchase
or hold such Transferred Certificate (or interest therein) is an “insurance
company general account” (as defined in U.S. Department of Labor Prohibited
Transaction Class Exemption (“PTCE”) 95-60, and (c) the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied.
Very
truly yours,
____________________________
(Transferee)
By:
_________________________
Name:
Title:
X-0X-0
XXXXX
0 XX XXXXXXX X-0X
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[for
Transferees other than Registered Investment Companies]
The
undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and [name of Trustee], as Trustee, with respect to the Class B
Certificates being transferred (the “Transferred Certificates”) as described in
the Transferee Certificate to which this certification relates and to which
this
certification is an Annex:
1.
As
indicated below, the undersigned is the chief financial officer, a person
fulfilling an equivalent function, or other executive officer of the entity
purchasing the Transferred Certificates (the “Transferee”).
2.
The
Transferee is a “qualified institutional buyer” as that term is defined in Rule
144A under the Securities Act of 1933, as amended (“Rule 144A”), because (i) the
Transferee owned and/or invested on a discretionary basis
$______________________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.
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___
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Corporation,
etc.
The Transferee is a corporation (other than a bank, savings and loan
association or similar institution), Massachusetts or similar business
trust, partnership, or any organization described in Section 501(c)(3)
of
the Internal Revenue Code of 1986, as
amended.
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___
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Bank.
The Transferee (a) is a national bank or a banking institution organized
under the laws of any State, U.S. territory or the District of Columbia,
the business of which is substantially confined to banking and is
supervised by the State or territorial banking commission or similar
official or is a foreign bank or equivalent institution, and (b)
has an
audited net worth of at least $25,000,000 as demonstrated in its
latest
annual financial statements, a
copy of which is attached hereto,
as of a date not more than 16 months preceding the date of sale of
the
Transferred Certificate in the case of a U.S. bank, or
a banking institution organized under the laws of any State, U.S.
territory or the District of Columbia,
and
not more than 18 months preceding such date of sale for a foreign
bank or
equivalent institution.
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Savings
and Loan. The
Transferee (a) is a savings and loan association, building and loan
association, cooperative bank, homestead association or similar
institution, which is supervised and examined by a State or Federal
authority having supervision over any such institutions or is a foreign
savings and loan association or equivalent institution and (b) has
an
audited net worth of at least $25,000,000 as demonstrated in its
latest
annual financial statements, a
copy of which is attached hereto,
as of a date not more than 16 months preceding the date of sale of
the
Transferred Certificate in the case of a U.S. savings and loan
association, building
and loan association, cooperative bank, homestead association or
similar
institution, and
not more than 18 months preceding such date of sale for a foreign
savings
and loan association or equivalent
institution.
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J-1B-3
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Broker-dealer.
The Transferee is a dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934, as
amended.
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Insurance
Company.
The Transferee is an insurance company whose primary and predominant
business activity is the writing of insurance or the reinsuring of
risks
underwritten by insurance companies and which is subject to supervision
by
the insurance commissioner or a similar official or agency of a State,
U.S. territory or the District of
Columbia.
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State
or Local Plan.
The Transferee is a plan established and maintained by a State, its
political subdivisions, or any agency or instrumentality of the State
or
its political subdivisions, for the benefit of its
employees.
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___
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ERISA
Plan.
The Transferee is an employee benefit plan within the meaning of
Title I
of the Employee Retirement Income Security Act of
1974.
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___
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Investment
Advisor.
The Transferee is an investment advisor registered under the Investment
Advisers Act of 1940, as amended.
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___
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Other.
(Please supply a brief description of the entity and a cross-reference
to
the paragraph and subparagraph under subsection (a)(1) of Rule
144A
pursuant to which it qualifies. Note that registered investment
companies
should complete Annex 2 rather than this Annex 1.)
________________________
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3. The
term
“securities”
as
used
herein does
not include
(i)
securities of issuers that are affiliated with the Transferee, (ii) if the
Transferee is a dealer, securities that are part of an unsold allotment to
or
subscription by the Transferee as a participant in a public offering, (iii)
bank
deposit notes and certificates of deposit, (iv) loan participations, (v)
repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps. For purposes
of
determining the aggregate amount of securities owned and/or invested on a
discretionary basis by the Transferee, the Transferee did not include any of
the
securities referred to in this paragraph.
4. For
purposes of determining the aggregate amount of securities owned and/or invested
on a discretionary basis by the Transferee, the Transferee used the cost of
such
securities to the Transferee, unless the Transferee reports its securities
holdings in its financial statements on the basis of their market value, and
no
current information with respect to the cost of those securities has been
published, in which case the securities were valued at market. Further, in
determining such aggregate amount, the Transferee may have included securities
owned by subsidiaries of the Transferee, but only if such subsidiaries are
consolidated with the Transferee in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under the Transferee's direction. However,
such
securities were not included if the Transferee is a majority-owned, consolidated
subsidiary of another enterprise and the Transferee is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.
J-1B-4
5. The
Transferee acknowledges that it is familiar with Rule 144A and understands
that
the Transferor and other parties related to the Transferred Certificates are
relying and will continue to rely on the statements made herein because one
or
more sales to the Transferee may be in reliance on Rule 144A.
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_____
_____
Yes
No
|
Will
the Transferee be purchasing the Transferred Certificates
only
for the Transferee's own
account?
|
6. If
the
answer to the foregoing question is “no”, then in each case where the Transferee
is purchasing for an account other than its own, such account belongs to a
third
party that is itself a “qualified institutional buyer” within the meaning of
Rule 144A, and the “qualified institutional buyer” status of such third party
has been established by the Transferee through one or more of the appropriate
methods contemplated by Rule 144A.
7. The
Transferee will notify each of the parties to which this certification is made
of any changes in the information and conclusions herein. Until such notice
is
given, the Transferee's purchase of the Transferred Certificates will constitute
a reaffirmation of this certification as of the date of such purchase. In
addition, if the Transferee is a bank or savings and loan as provided above,
the
Transferee agrees that it will furnish to such parties any updated annual
financial statements that become available on or before the date of such
purchase, promptly after they become available.
___________________________
Print
Name of Transferee
By:
________________________
Name:
Title:
Date:
X-0X-0
XXXXX
0 XX XXXXXXX X-0X
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[for
Transferees that are Registered Investment Companies]
The
undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and [name of Trustee], as Trustee, with respect to the Class B
Certificates being transferred (the “Transferred Certificates”) as described in
the Transferee Certificate to which this certification relates and to which
this
certification is an Annex:
1. As
indicated below, the undersigned is the chief financial officer, a person
fulfilling an equivalent function, or other executive officer of the entity
purchasing the Transferred Certificates (the “Transferee”) or, if the Transferee
is a “qualified institutional buyer” as that term is defined in Rule 144A under
the Securities Act of 1933, as amended (“Rule 144A”), because the Transferee is
part of a Family of Investment Companies (as defined below), is an executive
officer of the investment adviser (the “Adviser”).
2. The
Transferee is a “qualified institutional buyer” as defined in Rule 144A because
(i) the Transferee is an investment company registered under the Investment
Company Act of 1940, as amended, and (ii) as marked below, the Transferee alone
owned and/or invested on a discretionary basis, or the Transferee's Family
of
Investment Companies owned, at least $100,000,000 in securities (other than
the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year. For purposes of determining the amount of securities owned
by the Transferee or the Transferee's Family of Investment Companies, the cost
of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued
at
market.
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____
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The
Transferee owned and/or invested on a discretionary basis
[$__________________] in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent
fiscal
year (such amount being calculated in accordance with Rule
144A).
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|
____
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The
Transferee is part of a Family of Investment Companies which owned
in the
aggregate [$_____________] in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most
recent fiscal year (such amount being calculated in accordance with
Rule
144A).
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3. The
term
“Family
of Investment Companies”
as
used
herein means two or more registered investment companies (or series thereof)
that have the same investment adviser or investment advisers that are affiliated
(by virtue of being majority owned subsidiaries of the same parent or because
one investment adviser is a majority owned subsidiary of the
other).
J-1B-6
4. The
term
“securities”
as
used
herein does not include (i) securities of issuers that are affiliated with
the
Transferee or are part of the Transferee's Family of Investment Companies,
(ii)
bank deposit notes and certificates of deposit, (iii) loan participations,
(iv)
repurchase agreements, (v) securities owned but subject to a repurchase
agreement and (vi) currency, interest rate and commodity swaps. For purposes
of
determining the aggregate amount of securities owned and/or invested on a
discretionary basis by the Transferee, or owned by the Transferee's Family
of
Investment Companies, the securities referred to in this paragraph were
excluded.
5. The
Transferee is familiar with Rule 144A and understands that the parties to which
this certification is being made are relying and will continue to rely on the
statements made herein because one or more sales to the Transferee will be
in
reliance on Rule 144A.
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_____
_____
Yes
No
|
Will
the Transferee be purchasing the Transferred Certificates
only
for the Transferee's own
account?
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6. If
the
answer to the foregoing question is “no”, then in each case where the Transferee
is purchasing for an account other than its own, such account belongs to a
third
party that is itself a “qualified institutional buyer” within the meaning of
Rule 144A, and the “qualified institutional buyer” status of such third party
has been established by the Transferee through one or more of the appropriate
methods contemplated by Rule 144A.
7. The
undersigned will notify the parties to which this certification is made of
any
changes in the information and conclusions herein. Until such notice, the
Transferee's purchase of the Transferred Certificates will constitute a
reaffirmation of this certification by the undersigned as of the date of such
purchase.
___________________________
Print
Name of Transferee
By:
________________________
Name:
Title:
IF
AN
ADVISER:
___________________________
Print
Name of Transferee
Date:
J-1B-7
EXHIBIT
J-2
FORM
OF
INVESTMENT LETTER [NON-RULE 144A]
[DATE]
Long
Beach Securities Corp.
0000
Xxxxx Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx,
XX 00000
Deutsche
Bank National Trust Company
0000
Xxxx
Xx. Xxxxxx Xxxxx
Xxxxx
Xxx, Xxxxxxxxxx 00000
|
Re:
|
Long
Beach Mortgage Loan Trust 2006-2,
Asset-Backed
Certificates Series
2006-2
|
Ladies
and Gentlemen:
In
connection with our acquisition of $______ Initial Certificate Principal Balance
of the Class [__] Certificate of Long Beach Mortgage Loan Trust 2006-2
Asset-Backed Certificates, Series 2006-2 (the “Certificates”), issued pursuant
to a Pooling and Servicing Agreement dated as of March 1, 2006 (the
“Agreement”) among Long Beach Securities Corp., as depositor (the “Depositor”),
Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and as
seller, and Deutsche Bank National Trust Company, as trustee (the “Trustee”), we
certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the “Act”), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we are
an
“accredited investor,” as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c)
we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended,
or a
plan that is subject to Section 4975 of the Internal Revenue Code of 1986,
as
amended, nor are we acting on behalf of any such plan, (e) we are acquiring
the
Certificates for investment for our own account and not with a view to any
distribution of such Certificates (but without prejudice to our right at all
times to sell or otherwise dispose of the Certificates in accordance with clause
(g) below), (f) we have not offered or sold any Certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise approached or
negotiated with any person with respect thereto, or taken any other action
which
would result in a violation of Section 5 of the Act, and (g) we will not sell,
transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement
under the Act or is exempt from such registration requirements, and if
requested, we will at our expense provide an opinion of counsel satisfactory
to
the addressees of this certificate that such sale, transfer or other disposition
may be made pursuant to an exemption from the Act, (2) the purchaser or
transferee of such Certificate has executed and delivered to you a certificate
to substantially the same effect as this certificate, and (3) the purchaser
or
transferee has otherwise complied with any conditions for transfer set forth
in
the Agreement.
J-2-1
Very
truly yours,
[NAME
OF
TRANSFEREE]
By:
______________________
Authorized
Officer
J-2-2
FORM
OF
RULE 144A INVESTMENT LETTER
[DATE]
Long
Beach Securities Corp.
0000
Xxxxx Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx,
XX 00000
Deutsche
Bank National Trust Company
0000
Xxxx
Xx. Xxxxxx Xxxxx
Xxxxx
Xxx, Xxxxxxxxxx 00000
|
Re:
|
Long
Beach Mortgage Loan Trust 2006-2,
Asset-Backed
Certificates Series
2006-2
|
Ladies
and Gentlemen:
In
connection with our acquisition of $______ Initial Certificate Principal Balance
of the Class [__] Certificate of Long Beach Mortgage Loan Trust 2006-2
Asset-Backed Certificates, Series 2006-2 (the “Certificates”), issued pursuant
to a Pooling and Servicing Agreement dated as of March 1, 2006 (the
“Agreement”) among Long Beach Securities Corp., as depositor (the “Depositor”),
Long Beach Mortgage Company, as master servicer (the “Master Servicer”) and as
seller, and Deutsche Bank National Trust Company, as trustee (the “Trustee”), we
certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the “Act”), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we have
had
the opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificates and all matters relating thereto
or
any additional information deemed necessary to our decision to purchase the
Certificates, (c) we are not an employee benefit plan that is subject to the
Employee Retirement Income Security Act of 1974, as amended, or a plan that
is
subject to Section 4975 of the Internal Revenue Code of 1986, as amended, nor
are we acting on behalf of any such plan, (d) we have not, nor has anyone acting
on our behalf offered, transferred, pledged, sold or otherwise disposed of
the
Certificates, any interest in the Certificates or any other similar security
to,
or solicited any offer to buy or accept a transfer, pledge or other disposition
of the Certificates, any interest in the Certificates or any other similar
security from, or otherwise approached or negotiated with respect to the
Certificates, any interest in the Certificates or any other similar security
with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Certificates under the Securities Act
or
that would render the disposition of the Certificates a violation of Section
5
of the Securities Act or require registration pursuant thereto, nor will act,
nor has authorized or will authorize any person to act, in such manner with
respect to the Certificates, (e) we are a “qualified institutional buyer” as
that term is defined in Rule 144A under the Securities Act and have completed
either of the forms of certification to that effect attached hereto as Annex
1
or Annex 2. We are aware that the sale to us is being made in reliance on Rule
144A. We are acquiring the Certificates for our own account or for resale
pursuant to Rule 144A and further, understand that such Certificates may be
resold, pledged or transferred only (i) to a person reasonably believed to
be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the Securities
Act.
J-2-3
Very
truly yours,
[NAME
OF
TRANSFEREE]
By:
________________________
Authorized
Officer
X-0-0
XXXXX
0 XX XXXXXXX X-0
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For
Transferees Other Than Registered Investment Companies]
The
undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
the Rule 144A Transferee Certificate to which this certification relates with
respect to the Certificates described therein:
1. As
indicated below, the undersigned is the chief financial officer, a person
fulfilling an equivalent function, or other executive officer of the
Buyer.
2. In
connection with purchases by the Buyer, the Buyer is a “qualified institutional
buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a
discretionary basis at least $100,000,000 in securities (except for the excluded
securities referred to below) as of the end of the Buyer’s most recent fiscal
year (such amount being calculated in accordance with Rule 144A) and (ii) the
Buyer satisfies the criteria in the category marked below.
_____ Corporation,
etc.
The
Buyer is a corporation (other than a bank, savings and loan association or
similar institution), Massachusetts or similar business trust, partnership,
or
any organization described in Section 501(c)(3) of the Internal Revenue Code
of
1986, as amended.
_____ Bank.
The
Buyer (a) is a national bank or a banking institution organized under the laws
of any State, U.S. territory or the District of Columbia, the business of which
is substantially confined to banking and is supervised by the State or
territorial banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial statements, a
copy
of which is attached hereto,
as of a
date not more than 16 months preceding the date of sale of the Certificates
in
the case of a U.S. bank or a banking institution organized under the laws of
any
State, U.S. territory or the District of Columbia, and not more than 18 months
preceding such date of sale for a foreign bank or equivalent
institution.
_____ Savings
and Loan.
The
Buyer (a) is a savings and loan association, building and loan association,
cooperative bank, homestead association or similar institution, which is
supervised and examined by a State or Federal authority having supervision
over
any such institutions or is a foreign savings and loan association or equivalent
institution and (b) has an audited net worth of at least $25,000,000 as
demonstrated in its latest annual financial statements, a
copy
of which is attached hereto,
as of a
date not more than 16 months preceding the date of sale of the Certificates
in
the case of a U.S. savings and loan association, building and loan association,
cooperative bank, homestead association or similar institution, and not more
than 18 months preceding such date of sale for a foreign savings and loan
association, or equivalent institution.
J-2-5
_____ Broker-dealer.
The
Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange
Act of 1934, as amended.
_____ Insurance
Company.
The
Buyer is an insurance company whose primary and predominant business activity
is
the writing of insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance commissioner
or a
similar official or agency of a State, U.S. territory or the District of
Columbia.
_____ State
or Local Plan.
The
Buyer is a plan established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees.
_____ ERISA
Plan.
The
Buyer is an employee benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974.
_____ Investment
Advisor.
The
Buyer is an investment advisor registered under the Investment Advisers Act
of
1940.
_____ Other.
(Please
supply a brief description of the entity and a cross-reference to the paragraph
and subparagraph under subsection (a)(1) of Rule 144A pursuant to which it
qualifies. Note that registered investment companies should complete Annex
2
rather than this Annex 1.)
3. The
term
“securities”
as
used
herein does
not include
(i)
securities of issuers that are affiliated with the Buyer, (ii) if the Buyer
is a
dealer, securities that are part of an unsold allotment to or subscription
by
the Buyer as a participant in a public offering, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Buyer, the Buyer did not include any of the securities referred to in this
paragraph.
4. For
purposes of determining the aggregate amount of securities owned and/or invested
on a discretionary basis by the Buyer, the Buyer used the cost of such
securities to the Buyer, except the Buyer reports its securities holdings in
its
financial statements on the basis of their market value, and no current
information with respect to the cost of those securities has been published,
in
which case, the securities were valued at market. Further, in determining such
aggregate amount, the Buyer may have included securities owned by subsidiaries
of the Buyer, but only if such subsidiaries are consolidated with the Buyer
in
its financial statements prepared in accordance with generally accepted
accounting principles and if the investments of such subsidiaries are managed
under the Buyer’s direction. However, such securities were not included if the
Buyer is a majority-owned, consolidated subsidiary of another enterprise and
the
Buyer is not itself a reporting company under the Securities Exchange Act of
1934, as amended.
J-2-6
5. The
Buyer
acknowledges that it is familiar with Rule 144A and understands that the seller
to it and other parties related to the Certificates are relying and will
continue to rely on the statements made herein because one or more sales to
the
Buyer may be in reliance on Rule 144A.
|
_____
_____
Yes
No
|
Will
the Buyer be purchasing the Certificates only
for
the Buyer's own
account?
|
6. If
the
answer to the foregoing question is “no”, then in each case where the Buyer is
purchasing for an account other than its own, such account belongs to a third
party that is itself a “qualified institutional buyer” within the meaning of
Rule 144A, and the “qualified institutional buyer” status of such third party
has been established by the Buyer through one or more of the appropriate
methods
contemplated by Rule 144A.
7. Until
the
date of purchase of the Rule 144A Securities, the Buyer will notify each of
the
parties to which this certification is made of any changes in the information
and conclusions herein. Until such notice is given, the Buyer’s purchase of the
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Buyer is a bank or savings and loan
as provided above, the Buyer agrees that it will furnish to such parties updated
annual financial statements promptly after they become available.
______________________________
Print
Name of Buyer
By:
___________________________
Name:
_________________________
Title:
__________________________
Date:
__________________________
X-0-0
XXXXX
0 XX XXXXXXX X-0
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For
Transferees That are Registered Investment Companies]
The
undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
the Rule 144A Transferee Certificate to which this certification relates with
respect to the Certificates described therein:
1. As
indicated below, the undersigned is the chief financial officer, a person
fulfilling an equivalent function, or other executive officer of the entity
purchasing the Certificates or, if the Buyer is a “qualified institutional
buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
amended (“Rule 144A”) because Buyer is part of a Family of Investment Companies
(as defined below), is an executive officer of the investment adviser (the
“Adviser”).
2. In
connection with purchases by Buyer, the Buyer is a “qualified institutional
buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
company registered under the Investment Company Act of 1940, as amended and
(ii)
as marked below, the Buyer alone owned and/or invested on a discretionary basis,
or the Buyer’s Family of Investment Companies, owned at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the
end
of the Buyer’s most recent fiscal year. For purposes of determining the amount
of securities owned by the Buyer or the Buyer’s Family of Investment Companies,
the cost of such securities was used, except where the Buyer or any member
of
the Buyer’s Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case, the securities of such entity were valued
at
market.
_____ The
Buyer
owned and/or invested on a discretionary basis, $_________ in securities (other
than the excluded securities referred to below) as of the end of the Buyer’s
most recent fiscal year (such amount being calculated in accordance with Rule
144A).
_____ The
Buyer
is part of a Family of Investment Companies which owned in the aggregate
$___________ in securities (other than the excluded securities referred to
below) as of the end of the Buyer’s most recent fiscal year (such amount being
calculated in accordance with Rule 144A).
3. The
term
“Family
of Investment Companies”
as
used
herein means two or more registered investment companies (or series thereof)
that have the same investment adviser or investment advisers that are affiliated
(by virtue of being majority owned subsidiaries of the same parent or because
one investment adviser is a majority owned subsidiary of the
other).
J-2-8
4. The
term
“securities”
as
used
herein does not include (i) securities of issuers that are affiliated with
the
Buyer or are part of the Buyer’s Family of Investment Companies, (ii) bank
deposit notes and certificates of deposit, (iii) loan participations, (iv)
repurchase agreements, (v) securities owned but subject to a repurchase
agreement and (vi) currency, interest rate and commodity swaps. For purposes
of
determining the aggregate amount of securities owned and/or invested on a
discretionary basis by the Buyer, or owned by the Buyer’s Family of Investment
Companies, the securities referred to in this paragraph were
excluded.
5. The
Buyer
is familiar with Rule 144A and understands that the parties listed in the Rule
144A Transferee Certificate to which this certification relates are relying
and
will continue to rely on the statements made herein because one or more sales
to
the Buyer will be in reliance on Rule 144A.
|
_____
_____
Yes
No
|
Will
the Buyer be purchasing the Certificates
only
for the Transferee's own
account?
|
6. If
the
answer to the foregoing question is “no”, then in each case where the Buyer is
purchasing for an account other than its own, such account belongs to a third
party that is itself a “qualified institutional buyer” within the meaning of
Rule 144A, and the “qualified institutional buyer” status of such third party
has been established by the Buyer through one or more of the appropriate methods
contemplated by Rule 144A.
7. Until
the
date of purchase of the Certificates, the undersigned will notify the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates of any changes in the information and conclusions herein. Until such
notice is given, the Buyer’s purchase of the Certificates will constitute a
reaffirmation of this certification by the undersigned as of the date of such
purchase.
_______________________________
Print
Name of Buyer or Adviser
By:
___________________________
Name:
_________________________
Title:
__________________________
IF
AN
ADVISER:
_______________________________
Print
Name of Buyer
Date:
___________________________
J-2-9
EXHIBIT
K
FORM
OF
CLASS R CERTIFICATE, CLASS R-CX CERTIFICATE
AND
CLASS
R-PX CERTIFICATE TRANSFER AFFIDAVIT
TRANSFER
AFFIDAVIT AND AGREEMENT
LONG
BEACH MORTGAGE LOAN TRUST 2006-2,
ASSET-BACKED
CERTIFICATES, SERIES 2006-2
|
STATE
OF ____________
|
)
|
|
)
ss.:
|
|
|
COUNTY
OF __________
|
)
|
The
undersigned, being first duly sworn, deposes and says as follows:
1. The
undersigned is an officer of ________________________, the proposed Transferee
of an Ownership Interest in the Class [___] Certificate (the “Certificate”)
issued pursuant to the Pooling and Servicing Agreement, dated as of March 1,
2006 (the “Agreement”), relating to the above-referenced Certificates, among
Long Beach Securities Corp., as depositor (the “Depositor”), Long Beach Mortgage
Company, as master servicer (the “Master Servicer”) and as seller and Deutsche
Bank National Trust Company, as trustee (the “Trustee”). Capitalized terms used,
but not defined herein shall have the meanings ascribed to such terms in the
Agreement. The Transferee has authorized the undersigned to make this affidavit
on behalf of the Transferee.
2. The
Transferee is, as of the date hereof and will be, as of the date of the
Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
Interest in the Certificate either (i) for its own account or (ii) as
nominee, trustee or agent for another Person and has attached hereto an
affidavit from such Person in substantially the same form as this affidavit.
The
Transferee has no knowledge that any such affidavit is false.
3. The
Transferee has been advised and understands that (i) a tax will be imposed
on Transfers of the Certificate to Persons that are not Permitted Transferees;
(ii) such tax will be imposed on the transferor, or, if such Transfer is
through an agent (which includes a broker, nominee or middleman) of a Person
that is not a Permitted Transferee, on the agent; and (iii) the Person
otherwise liable for the tax shall be relieved of liability for the tax if
the
subsequent Transferee furnished to such Person an affidavit that such subsequent
Transferee is a Permitted Transferee and, at the time of Transfer, such Person
does not have actual knowledge that the affidavit is false.
4. The
Transferee has been advised and understands that a tax will be imposed on a
“pass-through entity” holding the Certificate if at any time during the taxable
year of the pass-through entity a Person that is not a Permitted Transferee
is
the record holder of an interest in such entity. The Transferee understands
that
such tax will not be imposed for any period with respect to which the record
holder furnishes to the pass-through entity an affidavit that such record holder
is a Permitted Transferee and the pass-through entity does not have actual
knowledge that such affidavit is false. (For this purpose, a “pass-through
entity” includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives
and, except as may be provided in Treasury Regulations, persons holding
interests in pass-through entities as a nominee for another
Person.)
K-1
5. The
Transferee has reviewed the provisions of Section 5.02(d) of the Agreement
and understands the legal consequences of the acquisition of an Ownership
Interest in the Certificate including, without limitation, the restrictions
on
subsequent Transfers and the provisions regarding voiding the Transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide
by
the provisions of Section 5.02(d) of the Agreement and the restrictions
noted on the face of the Certificate. The Transferee understands and agrees
that
any breach of any of the representations included herein shall render the
Transfer to the Transferee contemplated hereby null and void.
6. The
Transferee agrees to require a Transfer Affidavit from any Person to whom the
Transferee attempts to Transfer its Ownership Interest in the Certificate,
and
in connection with any Transfer by a Person for whom the Transferee is acting
as
nominee, trustee or agent, and the Transferee will not Transfer its Ownership
Interest or cause any Ownership Interest to be Transferred to any Person that
the Transferee knows is not a Permitted Transferee. In connection with any
such
Transfer by the Transferee, the Transferee agrees to deliver to the Trustee
a
certificate substantially in the form set forth as Exhibit L to the
Agreement (a “Transferor Certificate”) to the effect that such Transferee has no
actual knowledge that the Person to which the Transfer is to be made is not
a
Permitted Transferee.
7. The
Transferee does not have the intention to impede the assessment or collection
of
any tax legally required to be paid with respect to the
Certificate.
8. The
Transferee’s taxpayer identification number is _____________.
9. The
Transferee is a U.S. Person as defined in Code
Section 7701(a)(30).
10. The
Transferee is aware that the Certificate may be “noneconomic residual interests”
within the meaning of Treasury regulations promulgated pursuant to the Code
and
that the transferor of a noneconomic residual interest will remain liable for
any taxes due with respect to the income on such residual interest, if a
significant purpose of the transfer was to impede the assessment or collection
of tax. The Transferee understands that, as the holder of a noneconomic residual
interest, the Transferee may incur tax liabilities in excess of any cash flows
generated by the Certificates. The Transferee intends to pay taxes associated
with holding the Certificate as they become due.
11. The
Transferee is not an employee benefit plan that is subject to ERISA or a plan
that is subject to Section 4975 of the Code, nor is it acting on behalf of
such a plan.
K-2
IN
WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
its
behalf, pursuant to authority of its Board of Directors, by its Vice President,
attested by its Secretary, this ___ day of [__________].
[TRANSFEREE
NAME]
By:
_________________________________
Name:
_______________________________
Title:
_______________________________
[Corporate
Seal]
ATTEST:
____________________________
Secretary
On
[__________, 200_] before me, _____________________________, personally appeared
_______________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person, or the entity upon behalf
of
which the person acted, executed the instrument.
WITNESS
my hand and official seal.
Signature
_________________________________
(Seal)
K-3
EXHIBIT
L
FORM
OF
TRANSFEROR CERTIFICATE
[DATE]
Long
Beach Securities Corp.
0000
Xxxxx Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx,
XX 00000
Deutsche
Bank National Trust Company
0000
Xxxx
Xx. Xxxxxx Xxxxx
Xxxxx
Xxx, Xxxxxxxxxx 00000
|
Re:
|
Long
Beach Mortgage Loan Trust 2006-2,
Asset-Backed
Certificates Series
2006-2
|
Ladies
and Gentlemen:
In
connection with our disposition of the Class [__] Certificates (the
“Certificates”), issued pursuant to the Pooling and Servicing Agreement dated as
of March 1, 2006 (the “Agreement”) among Long Beach Securities Corp., as
depositor (the “Depositor”), Long Beach Mortgage Company, as master servicer
(the “Master Servicer”) and as seller and Deutsche Bank National Trust Company,
as trustee (the “Trustee”) we certify that (a) we understand that the
Certificates have not been registered under the Securities Act of 1933, as
amended (the “Act”), and are being disposed by us in a transaction that is
exempt from the registration requirements of the Act, (b) we have not offered
or
sold any Certificates to, or solicited offers to buy any Certificates from,
any
person, or otherwise approached or negotiated with any person with respect
thereto, in a manner that would be deemed, or taken any other action which
would
result in, a violation of Section 5 of the Act, (c) to the extent we are
disposing of the Class [__] Certificate, we have no knowledge that the
Transferee is not a Permitted Transferee and (d) no purpose of the proposed
disposition of the Class [__] Certificate is to impede the assessment or
collection of tax.
Very
truly yours,
TRANSFEROR
By:
_____________________________
Name:
___________________________
Title:
____________________________
L-1
EXHIBIT
M
[RESERVED]
M-1
EXHIBIT
N
CRITERIA
TO BE ADDRESSED
IN
ASSESSMENT OF COMPLIANCE
Key:
X
-
obligation
Where
there are multiple checks for criteria the attesting party will identify in
their management assertion that they are attesting only to the portion of the
distribution chain they are responsible for in the related transaction
agreements.
|
Reg
AB Reference
|
Servicing
Criteria
|
Primary
Servicer
|
Master
Servicer
|
Trustee
|
|
General
Servicing Considerations
|
||||
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
X
|
X
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
X
|
X
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the Pool Assets are maintained.
|
|||
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance with
the
terms of the transaction agreements.
|
X
|
X
|
|
|
Cash
Collection and Administration
|
||||
|
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial bank
accounts
and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
X
|
X
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
X
|
X
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction agreements.
|
X
|
X
|
X
|
N-1
|
Reg
AB Reference
|
Servicing
Criteria
|
Primary
Servicer
|
Master
Servicer
|
Trustee
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of over collateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
||
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
X
|
X
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized access.
|
X
|
||
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction
agreements.
|
X
|
X
|
X
|
|
Investor
Remittances and Reporting
|
||||
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of Pool Assets serviced by the Servicer.
|
X
|
N-2
|
Reg
AB Reference
|
Servicing
Criteria
|
Primary
Servicer
|
Master
Servicer
|
Trustee
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
||
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
||
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank statements.
|
X
|
||
|
Pool
Asset Administration
|
||||
|
1122(d)(4)(i)
|
Collateral
or security on pool assets is maintained as required by the transaction
agreements or related pool asset documents.
|
X
|
X
|
|
|
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by the
transaction agreements
|
X
|
X
|
X
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements in
the
transaction agreements.
|
X
|
X
|
X
|
|
1122(d)(4)(iv)
|
Payments
on pool assets, including any payoffs, made in accordance with the
related
pool asset documents are posted to the Servicer’s obligor records
maintained no more than two business days after receipt, or such
other
number of days specified in the transaction agreements, and allocated
to
principal, interest or other items (e.g., escrow) in accordance with
the
related pool asset documents.
|
X
|
||
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the pool assets agree with the Servicer’s
records with respect to an obligor’s unpaid principal balance.
|
X
|
||
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's pool assets (e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
N-3
|
Reg
AB Reference
|
Servicing
Criteria
|
Primary
Servicer
|
Master
Servicer
|
Trustee
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
||
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period a
pool
asset is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent pool assets including, for example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or unemployment).
|
X
|
||
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for pool assets with variable
rates
are computed based on the related pool asset documents.
|
X
|
||
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid, or credited,
to obligors in accordance with applicable pool asset documents and
state
laws; and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related pool assets, or such other
number of
days specified in the transaction agreements.
|
X
|
||
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
||
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the Servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
||
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
||
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
||
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth
in
the transaction agreements.
|
X
|
N-4
EXHIBIT
O
FORM
10-D, FORM 8-K AND FORM 10-K
REPORTING
RESPONSIBILITY
As
to
each item described below, the entity indicated as the Responsible Party shall
be responsible for reporting the information to the Depositor pursuant to
Section 4.08(a)(iv). If the Depositor is indicated below as to any item, then
the Depositor is primarily responsible for obtaining that
information.
Under
Item 1 of Form 10-D: a) items marked “4.03 statement” are required to be
included in the periodic Distribution Date statement under Section 4.03,
provided by the Trustee based on information received from the Master Servicer;
the Cap Provider, the Swap Provider or PMI Insurer and b) items marked “Form
10-D report” are required to be in the Form 10-D report but not the 4.03
statement, provided by the party indicated. Information under all other Items
of
Form 10-D is to be included in the Form 10-D report. Items indicated as “N/A”
are not applicable to the transaction.
|
Form
|
Item
|
Description
|
Responsible
Party
|
|
10-D
|
1
|
Distribution
and Pool Performance Information
|
|
|
Item
1121 - Distribution and Pool Performance Information
|
|||
|
(1)
Any applicable record dates, accrual dates, determination dates for
calculating distributions and actual distribution dates for the
distribution period.
|
4.03
statement
|
||
|
(2)
Cash flows received and the sources thereof for distributions, fees
and
expenses.
|
4.03
statement
|
||
|
(3)
Calculated amounts and distribution of the flow of funds for the
period
itemized by type and priority of payment, including:
|
4.03
statement
|
||
|
(i)
Fees or expenses accrued and paid, with an identification of the
general
purpose of such fees and the party receiving such fees or
expenses.
|
4.03
statement and the Depositor, as applicable
|
||
|
(ii)
Payments accrued or paid with respect to enhancement or other support
identified in Item 1114 of Regulation AB (such as insurance premiums
or
other enhancement maintenance fees), with an identification of the
general
purpose of such payments and the party receiving such
payments.
|
4.03
statement and the Depositor, as
applicable
|
Q-1
|
(iii)
Principal, interest and other distributions accrued and paid on the
asset-backed securities by type and by class or series and any principal
or interest shortfalls or carryovers.
|
4.03
statement
|
||
|
(iv)
The amount of excess cash flow or excess spread and the disposition
of
excess cash flow.
|
4.03
statement
|
||
|
(4)
Beginning and ending principal balances of the asset-backed
securities.
|
4.03
statement
|
||
|
(5)
Interest rates applicable to the pool assets and the asset-backed
securities, as applicable. Consider providing interest rate information
for pool assets in appropriate distributional groups or incremental
ranges.
|
4.03
statement
|
||
|
(6)
Beginning and ending balances of transaction accounts, such as reserve
accounts, and material account activity during the period.
|
4.03
statement
|
||
|
(7)
Any amounts drawn on any credit enhancement or other support identified
in
Item 1114 of Regulation AB, as applicable, and the amount of coverage
remaining under any such enhancement, if known and
applicable.
|
4.03
statement
|
||
|
(8)
Number and amount of pool assets at the beginning and ending of each
period, and updated pool composition information, such as weighted
average
coupon, weighted average life, weighted average remaining term, pool
factors and prepayment amounts.
|
4.03
statement
|
||
|
(9)
Delinquency and loss information for the period.
In
addition, describe any material changes to the information specified
in
Item 1100(b)(5) of Regulation AB regarding the pool
assets.
|
4.03
statement
Form
10-D report: Depositor
|
||
|
(10)
Information on the amount, terms and general purpose of any advances
made
or reimbursed during the period, including the general use of funds
advanced and the general source of funds for
reimbursements.
|
4.03
statement
|
Q-2
|
(11)
Any material modifications, extensions or waivers to pool asset terms,
fees, penalties or payments during the distribution period or that
have
cumulatively become material over time.
|
4.03
statement and the Master Servicer, as applicable
|
||
|
(12)
Material breaches of pool asset representations or warranties or
transaction covenants.
|
Depositor
|
||
|
(13)
Information on ratio, coverage or other tests used for determining
any
early amortization, liquidation or other performance trigger and
whether
the trigger was met.
|
4.03
statement
|
||
|
(14)
Information regarding any new issuance of asset-backed securities
backed
by the same asset pool,
|
Form
10-D report: Depositor
|
||
|
information
regarding any pool asset changes (other than in connection with a
pool
asset converting into cash in accordance with its terms), such as
additions or removals in connection with a prefunding or revolving
period
and pool asset substitutions and repurchases (and purchase rates,
if
applicable), and cash flows available for future purchases, such
as the
balances of any prefunding or revolving accounts, if
applicable.
|
Form
10-D report: Depositor
|
||
|
Disclose
any material changes in the solicitation, credit-granting, underwriting,
origination, acquisition or pool selection criteria or procedures,
as
applicable, used to originate, acquire or select the new pool
assets.
|
Form
10-D report: Master Servicer
|
||
|
Item
1121(b) - Pre-Funding or Revolving Period Information
Updated
pool information as required under Item 1121(b).
|
N/A
|
||
|
2
|
Legal
Proceedings
|
||
|
Item
1117 - Legal Proceedings pending against the following entities,
or their
respective property, that is material to Certificateholders, including
proceedings known to be contemplated by governmental
authorities:
|
|||
|
Sponsor
(Seller)
|
Seller
|
Q-3
|
Depositor
|
Depositor
|
||
|
Trustee
|
Trustee
|
||
|
Issuing
entity
|
Depositor
|
||
|
Master
Servicer, affiliated Servicer, other Servicer servicing 20% or more
of
pool assets at time of report, other material servicers
|
Master
Servicer
|
||
|
Originator
of 20% or more of pool assets as of the Cut-off Date
|
Seller
|
||
|
Custodian
|
Trustee
|
||
|
3
|
Sales
of Securities and Use of Proceeds
|
||
|
Information
from Item 2(a) of Part II of Form 10-Q
|
Depositor
|
||
|
With
respect to any sale of securities by
the
sponsor, depositor or issuing entity, that are backed by the same
asset
pool or are otherwise issued by the issuing entity, whether or not
registered, provide the sales and use of proceeds information in
Item 701
of Regulation S-K. Pricing information can be omitted if securities
were
not registered.
|
|||
|
4
|
Defaults
Upon Senior Securities
|
||
|
Information
from Item 3 of Part II of Form 10-Q
|
Trustee
|
||
|
Report
the occurrence of any Event of
Default
(after expiration of any grace
period
and provision of any required
notice)
|
|||
|
5
|
Submission
of Matters to a Vote of Security Holders
|
||
|
Information
from Item 4 of Part II of Form 10-Q
|
Master
Servicer, if the Master Servicer is the party submitting the matter
to a
vote or has knowledge of the submission, Depositor, if the Depositor
is
the party submitting the matter to a vote or has knowledge of the
submission, and the Trustee in all other cases
|
||
|
6
|
Significant
Obligors of Pool Assets
|
||
|
Item
1112(b) - Significant
Obligor Financial Information*
|
N/A
|
Q-4
|
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Item.
|
|||
|
7
|
Significant
Enhancement Provider Information
|
||
|
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information*
|
Depositor
|
||
|
Determining
applicable disclosure threshold
|
|||
|
Obtaining
required financial information or effecting incorporation by
reference
|
|||
|
Item
1115(b) - Derivative Counterparty Financial
Information*
|
Depositor
|
||
|
Determining
current maximum probable exposure
|
|||
|
Determining
current significance percentage
|
|||
|
Obtaining
required financial information or effecting incorporation by
reference
|
|||
|
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Items.
|
|||
|
8
|
Other
Information
|
||
|
Disclose
any information required to be reported on Form 8-K during the period
covered by the Form 10-D but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
below
|
||
|
9
|
Exhibits
|
||
|
Distribution
report
|
Trustee
|
||
|
Exhibits
required by Item 601 of Regulation S-K, such as material
agreements
|
Depositor
|
||
|
8-K
|
1.01
|
Entry
into a Material Definitive Agreement
|
|
|
Disclosure
is required regarding entry into or amendment of any definitive agreement
that is material to the securitization, even if depositor is not
a
party.
Examples:
servicing agreement, custodial agreement.
Note:
disclosure not required as to definitive agreements that are fully
disclosed in the prospectus
|
Depositor;
or any of the following that is a party to the agreement if Master
Servicer is not: Trustee, Purchaser, Depositor
|
||
|
1.02
|
Termination
of a Material Definitive Agreement
|
Q-5
|
Disclosure
is required regarding termination of any definitive agreement that
is
material to the securitization (other than expiration in accordance
with
its terms), even if depositor is not a party.
Examples:
servicing agreement, custodial agreement.
|
Depositor;
or any of the following that is a party to the agreement if Master
Servicer is not: Trustee, Purchaser, Depositor
|
||
|
1.03
|
Bankruptcy
or Receivership
|
||
|
Disclosure
is required regarding the bankruptcy or receivership, if known to
the
Master Servicer, with respect to any of the following:
Sponsor
(Seller), Depositor, Master Servicer, affiliated Servicer, other
Servicer
servicing 20% or more of pool assets at time of report, other material
servicers, Certificate Administrator, Trustee, significant obligor,
credit
enhancer (10% or more), derivatives counterparty,
Custodian
|
Depositor
|
||
|
2.04
|
Triggering
Events that Accelerate or Increase a Direct Financial Obligation
or an
Obligation under an Off-Balance Sheet Arrangement
|
||
|
Includes
an early amortization, performance trigger or other event, including
event
of default, that would materially alter the payment priority/distribution
of cash flows/amortization schedule.
Disclosure
will be made of events other than waterfall triggers which are disclosed
in the 4.03 statement
|
N/A
|
||
|
3.03
|
Material
Modification to Rights of Security Holders
|
||
|
Disclosure
is required of any material modification to documents defining the
rights
of Certificateholders, including the Pooling and Servicing
Agreement
|
Depositor
|
||
|
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
||
|
Disclosure
is required of any amendment “to the governing documents of the issuing
entity”
|
Depositor
|
Q-6
|
5.06
|
Change
in Shell Company Status
|
||
|
[Not
applicable to ABS issuers]
|
Depositor
|
||
|
6.01
|
ABS
Informational and Computational Material
|
||
|
[Not
included in reports to be filed under Section 8.12]
|
|||
|
6.02
|
Change
of Servicer or Trustee
|
||
|
Requires
disclosure of any removal, replacement, substitution or addition
of any
master servicer, affiliated servicer, other servicer servicing 10%
or more
of pool assets at time of report, other material servicers, certificate
administrator or trustee. Reg AB disclosure about any new servicer
or
trustee is also required.
|
Trustee
or Master Servicer, as applicable
|
||
|
6.03
|
Change
in Credit Enhancement or Other External Support
|
||
|
Covers
termination of an enhancement in manner other than by its terms,
the
addition of an enhancement, or a material change in the enhancement
provided. Applies
to external credit enhancements as well as derivatives. Reg AB disclosure
about any new enhancement provider is also required.
|
Depositor
|
||
|
6.04
|
Failure
to Make a Required Distribution
|
Trustee
|
|
|
6.05
|
Securities
Act Updating Disclosure
|
||
|
If
any material pool characteristic differs by 5% or more at the time
of
issuance of the securities from the description in the prospectus,
provide
updated Reg AB disclosure about the actual asset pool.
|
Depositor
|
||
|
If
there are any new servicers or originators required to be disclosed
under
Regulation AB as a result of the foregoing, provide the information
called
for in Items 1108 and 1110 respectively.
|
Depositor
|
||
|
7.01
|
Regulation
FD Disclosure
|
Depositor
|
|
|
8.01
|
Other
Events
|
||
|
Any
event, with respect to which information is not otherwise called
for in
Form 8-K, that the registrant deems of importance to security
holders.
|
Depositor
|
||
|
9.01
|
Financial
Statements and Exhibits
|
The
Responsible Party applicable to reportable event
|
|
|
10-K
|
9B
|
Other
Information
|
Q-7
|
Disclose
any information required to be reported on Form 8-K during the fourth
quarter covered by the Form 10-K but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
above
|
||
|
15
|
Exhibits
and Financial Statement Schedules
|
||
|
Item
1112(b) - Significant
Obligor Financial Information
|
Depositor
|
||
|
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information
Determining
applicable disclosure threshold
Obtaining
required financial information or effecting incorporation by
reference
|
Depositor
|
||
|
Item
1115(b) - Derivative Counterparty Financial Information
Determining
current maximum probable exposure
Determining
current significance percentage
Obtaining
required financial information or effecting incorporation by
reference
|
Depositor
|
||
|
Item
1117 - Legal proceedings pending against the following entities,
or their
respective property, that is material to Certificateholders, including
proceedings known to be contemplated by governmental
authorities:
|
|||
|
Sponsor
(Seller)
|
Seller
|
||
|
Depositor
|
Depositor
|
||
|
Trustee
|
Trustee
|
||
|
Issuing
entity
|
Depositor
|
||
|
Master
Servicer, affiliated Servicer, other Servicer servicing 20% or more
of
pool assets at time of report, other material servicers
|
Master
Servicer
|
||
|
Originator
of 20% or more of pool assets as of the Cut-off Date
|
Master
Servicer
|
||
|
Custodian
|
Q-8
|
Item
1119 - Affiliations and relationships between the following entities,
or
their respective affiliates, that are material to
Certificateholders::
|
|||
|
Sponsor
(Seller)
|
Seller
|
||
|
Depositor
|
Depositor
|
||
|
Trustee
|
Trustee
|
||
|
Master
Servicer, affiliated Servicer, other Servicer servicing 20% or more
of
pool assets at time of report, other material servicers
|
Master
Servicer
|
||
|
Originator
|
Seller
|
||
|
Item
1122 - Assessment of Compliance with Servicing
Criteria
|
Each
Party participating in the servicing function
|
||
|
Item
1123 - Servicer Compliance Statement
|
Master
Servicer, Servicer and Trustee
|
Q-9
EXHIBIT
P
FORM
OF
TRUSTEE CERTIFICATION
|
Re:
|
Long
Beach Mortgage Loan Trust 2006-2 (the “Trust”) Asset-Backed Certificates,
Series 2006-2, issued pursuant to the Pooling and Servicing Agreement,
dated as of March, 2006 (the “Pooling and Servicing Agreement”), among
Long Beach Securities Corp., as depositor (the “Depositor”), Long Beach
Mortgage Company, as seller and master servicer (the “Seller” and the
“Master Servicer”) and Deutsche Bank National Trust Company, as trustee
(the “Trustee”)
|
I,
[identify the certifying individual], a [title] of Deutsche Bank National Trust
Company certify to the Depositor and its officers, directors and affiliates,
and
with the knowledge and intent that they will rely upon this certification,
that:
1. I
have
reviewed the annual report on Form 10-K (the “Annual Report”) for the fiscal
year [___], and all reports on Form 10-D containing distribution reports filed
in respect of periods included in the year covered by the Annual Report
(collectively with the Annual Report, the “Reports”), of the Trust;
2. Based
on
my knowledge, the information in the Reports prepared by the Trustee, taken
as a
whole, does not contain any untrue statement of a material fact or omit to
state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by the Annual Report; and
3. Based
on
my knowledge, the distribution or servicing information required to be provided
to the Trustee by the Master Servicer under the Pooling and Servicing Agreement
for inclusion in the Reports is included in the Reports.
Date: _________________
DEUTSCHE
BANK NATIONAL TRUST COMPANY
By:
_________________________________
Name:
_______________________________
Title:
____________________________
P-1
SCHEDULE
I
PREPAYMENT
CHARGE SCHEDULE
AVAILABLE
UPON REQUEST
SCHEDULE
II
SWAP
NOTIONAL AMOUNT SCHEDULE
|
Distribution
Date
|
Swap
Notional Amount ($)
|
|
|
1
|
0.00
|
|
|
2
|
2,799,644,113
|
|
|
3
|
2,746,206,137
|
|
|
4
|
2,687,523,311
|
|
|
5
|
2,620,425,809
|
|
|
6
|
2,545,604,735
|
|
|
7
|
2,464,954,046
|
|
|
8
|
2,367,529,527
|
|
|
9
|
2,271,093,768
|
|
|
10
|
2,152,101,863
|
|
|
11
|
2,047,146,904
|
|
|
12
|
1,952,926,695
|
|
|
13
|
1,860,500,027
|
|
|
14
|
1,771,149,945
|
|
|
15
|
1,684,263,072
|
|
|
16
|
1,612,207,190
|
|
|
17
|
1,547,738,663
|
|
|
18
|
1,489,310,082
|
|
|
19
|
1,437,990,812
|
|
|
20
|
1,387,001,108
|
|
|
21
|
1,342,979,682
|
|
|
22
|
1,243,065,803
|
|
|
23
|
1,140,922,360
|
|
|
24
|
1,033,491,199
|
|
|
25
|
931,541,736
|
|
|
26
|
845,405,767
|
|
|
27
|
771,787,523
|
|
|
28
|
713,895,867
|
|
|
29
|
666,158,193
|
|
|
30
|
628,353,749
|
|
|
31
|
594,934,187
|
|
|
32
|
562,414,407
|
|
|
33
|
531,860,737
|
|
|
34
|
531,860,737
|
|
|
35
|
504,721,089
|
|
|
36
|
475,042,680
|
|
|
37
|
446,854,586
|
|
|
38
|
419,862,677
|
|
|
39
|
393,079,034
|
|
|
40
|
369,600,141
|
|
|
41
|
348,016,506
|
|
|
42
|
327,903,667
|
|
|
43
|
309,518,560
|
|
|
44
|
291,309,269
|
|
|
45
|
274,470,588
|
|
|
46
|
257,569,384
|
|
|
47
|
241,776,868
|
|
|
48
|
224,274,120
|
|
|
49
|
207,023,223
|
|
|
50
|
190,185,604
|
|
|
51
|
173,675,272
|
|
|
52
|
159,259,707
|
|
|
53
|
146,229,656
|
|
|
54
|
134,221,755
|
|
|
55
|
122,346,546
|
II-1
|
Distribution
Date
|
Swap
Notional Amount ($)
|
|
|
56
|
111,567,688
|
|
|
57
|
102,049,789
|
|
|
58
|
92,984,469
|
|
|
59
|
85,172,490
|
|
|
60
|
78,461,974
|
II-2
SCHEDULE
III
[RESERVED]
III-1
SCHEDULE
IV
PMI
MORTGAGE LOAN SCHEDULE
NOT
APPLICABLE
IV-1
