POOLING AND SERVICING AGREEMENTPooling and Servicing Agreement |
|
|
You are currently viewing: This Pooling and Servicing Agreement involves
MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC | UBS REAL ESTATE SECURITIES INC., | WELLS FARGO BANK, N.A | JPMORGAN CHASE BANK, N.A. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
|
EXECUTION COPY
MORTGAGE ASSET SECURITIZATION
TRANSACTIONS, INC.,
UBS REAL ESTATE SECURITIES INC.,
WELLS FARGO BANK, N.A.,
JPMORGAN CHASE BANK, N.A.,
POOLING AND SERVICING AGREEMENT MASTR SECOND LIEN TRUST 2006-1 MORTGAGE PASS-THROUGH CERTIFICATES, Series 2006-1
TABLE OF CONTENTS
ARTICLE I Section 1.01 Definitions. 11 Section 1.02 Certain Calculations. 49 Section 1.03 Rights of the NIMS Insurer. 49
ARTICLE II Section 2.01 Conveyance of Mortgage Loans. 49 Section 2.02 Acceptance by Trustee of the Mortgage Loans. 53 Section 2.03 Remedies for Breaches of Representations and Warranties. 55 Section 2.04 Representations and Warranties of the Depositor as to the Mortgage Loans. 57 Section 2.05 Representation and Warranty of the Depositor as to the Trust. 57 Section 2.06 Execution and Delivery of Certificates. 57 Section 2.07 REMIC Matters. 58 Section 2.08 Covenants of the Master Servicer. 58 Section 2.09 Representations and Warranties of the Master Servicer. 58 Section 2.10 Representations and Warranties of the Custodian. 59
ARTICLE III Section 3.01 Master Servicing of Mortgage Loans. 61 Section 3.02 Monitoring of Servicer. 61 Section 3.03 [Reserved]. 63 Section 3.04 Rights of the Depositor and the Trustee in Respect of the Master Servicer. 63 Section 3.05 Trustee to Act as Master Servicer. 63 Section 3.06 Protected Accounts. 64 Section 3.07 Collection of Mortgage Loan Payments; Collection Account; Distribution Account. 65 Section 3.08 [Reserved]. 67 Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage Loans. 68 Section 3.10 Permitted Withdrawals from the Collection Account and Distribution Account. 68 Section 3.11 [Reserved]. 70 Section 3.12 [Reserved]. 70 Section 3.13 [Reserved]. 70 Section 3.14 Realization upon Defaulted Mortgage Loans. 70 Section 3.15 REO Property. 70 Section 3.16 Due-on-Sale Clauses; Assumption Agreements. 71 Section 3.17 Trustee to Cooperate; Release of Mortgage Files. 72 Section 3.18 Documents, Records and Funds in Possession of Master Servicer and Custodian to Be Held for the Trustee. 72 Section 3.19 Master Servicing Compensation. 73 Section 3.20 Access to Certain Documentation. 73 Section 3.21 Annual Statement as to Compliance. 73 Section 3.22 Report on Assessment of Compliance and Attestation. 74 Section 3.23 Errors and Omissions Insurance; Fidelity Bonds. 77 Section 3.24 Duties of the Credit Risk Manager; Termination. 77 Section 3.25 Limitation Upon Liability of the Credit Risk Manager. 77
ARTICLE IV Section 4.01 Priorities of Distribution. 78 Section 4.02 Allocation of Realized Losses. 81 Section 4.03 Distribution Date Statements to Certificateholders. 82 Section 4.04 Net WAC Rate Carryover Reserve Account. 85 Section 4.05 Supplemental Interest Trust. 86 Section 4.06 Swap Account. 86 Section 4.07 Tax Treatment of Swap Payments and Swap Termination Payments. 87 Section 4.08 Determination of LIBOR. 88 Section 4.09 Advances. 88
ARTICLE V Section 5.01 The Certificates. 89 Section 5.02 Certificate Register; Registration of Transfer and Exchange of Certificates. 90 Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates. 95 Section 5.04 Persons Deemed Owners. 96 Section 5.05 Access to List of Certificateholders’ Names and Addresses. 96 Section 5.06 Maintenance of Office or Agency. 96
ARTICLE VI Section 6.01 Respective Liabilities of the Depositor, the Master Servicer and the Custodian. 96 Section 6.02 Merger or Consolidation of the Depositor, the Master Servicer and the Custodian. 97 Section 6.03 Limitation on Liability of the Depositor, the NIMS Insurer, the Transferor, the Master Servicer, the Custodian and Others. 97 Section 6.04 Limitation on Resignation of Master Servicer. 98 Section 6.05 Sale and Assignment of Master Servicing Rights. 98 Section 6.06 Fees of the Custodian. 99
ARTICLE VII Section 7.01 Events of Default. 99 Section 7.02 Trustee to Act; Appointment of Successor. 101 Section 7.03 Notification to Certificateholders. 102
ARTICLE VIII Section 8.01 Duties of Trustee. 103 Section 8.02 Certain Matters Affecting the Trustee. 104 Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans. 106 Section 8.04 Trustee May Own Certificates. 106 Section 8.05 Trustee’s Fees and Expenses. 106 Section 8.06 Eligibility Requirements for Trustee. 107 Section 8.07 Resignation and Removal of Trustee. 107 Section 8.08 Successor Trustee. 108 Section 8.09 Merger or Consolidation of Trustee. 108 Section 8.10 Appointment of Co-Trustee or Separate Trustee. 109
ARTICLE IX Section 9.01 Duties of Trust Administrator. 110 Section 9.02 Certain Matters Affecting the Trust Administrator. 111 Section 9.03 Trust Administrator Not Liable for Certificates or Mortgage Loans. 113 Section 9.04 Trust Administrator May Own Certificates. 113 Section 9.05 Trust Administrator’s Fees and Expenses. 113 Section 9.06 Eligibility Requirements for Trust Administrator. 114 Section 9.07 Resignation and Removal of Trust Administrator. 114 Section 9.08 Successor Trust Administrator. 116 Section 9.09 Merger or Consolidation of Trust Administrator. 117 Section 9.10 [Reserved]. 117 Section 9.11 Tax Matters. 117 Section 9.12 Periodic Filings. 119
ARTICLE X Section 10.01 Termination upon Liquidation or Repurchase of All Mortgage Loans. 126 Section 10.02 Additional Termination Requirements. 128
ARTICLE XI Section 11.01 Amendment. 130 Section 11.02 Recordation of Agreement; Counterparts. 132 Section 11.03 Governing Law. 132 Section 11.04 Intention of Parties. 132 Section 11.05 Notices. 133 Section 11.06 Severability of Provisions. 134 Section 11.07 Assignment. 134 Section 11.08 Limitation on Rights of Certificateholders. 134 Section 11.09 Inspection and Audit Rights. 135 Section 11.10 Certificates Nonassessable and Fully Paid. 135 Section 11.11 Third Party Rights. 136 Section 11.12 Compliance With Regulation AB. 136
SCHEDULES Schedule I Mortgage Loan Schedule Schedule II Representations and Warranties as to the Mortgage Loans Schedule III Interest Rate Swap Agreement Schedule
EXHIBITS Exhibit A: Form of Class A Certificate Exhibit B: Form of Class M Certificate Exhibit C: [Reserved] Exhibit D-1: Form of Class CE Certificate Exhibit D-2: Form of Class P Certificate Exhibit D-3: Form of Class R Certificate Exhibit E-1: [Reserved] Exhibit E-2: [Reserved] Exhibit F: Form of Reverse of Certificates Exhibit G: Form of Initial Certification of Custodian Exhibit H: Form of Final Certification of Custodian Exhibit I: Transfer Affidavit Exhibit J: Form of Transferor Certificate Exhibit K: Form of Investment Letter (Non Rule 144A) Exhibit L: Form of Rule 144A Letter Exhibit M: Form of Request for Release Exhibit N: [Reserved] Exhibit O: Form of Assessment of Compliance Exhibit P: [Reserved] Exhibit Q: [Reserved] Exhibit R: Additional Form 10-D Disclosure Exhibit S: Additional Form 10-K Disclosure Exhibit T: Form 8-K Disclosure Information Exhibit U: Additional Disclosure Notification Exhibit V: Form of Sarbanes-Oxley Certification Exhibit W: Assessments of Compliance and Attestation Reports Servicing Criteria
THIS POOLING AND SERVICING AGREEMENT, dated as of February 1, 2006, among MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC., a Delaware corporation, as depositor (the “Depositor”), UBS REAL ESTATE SECURITIES INC., a Delaware corporation, as transferor (the “Transferor”), WELLS FARGO BANK, N.A., a national banking association (“Wells Fargo”), as master servicer (in such capacity, the “Master Servicer”), as trust administrator (in such capacity, the “Trust Administrator”) and as custodian (in such capacity, “Custodian”) and JPMORGAN CHASE BANK, N.A., a banking association organized under the laws of the United States, as trustee (the “Trustee”). W I T N E S S E T H T H A T In consideration of the mutual agreements herein contained, the parties hereto agree as follows: PRELIMINARY STATEMENT The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Interest Rate Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Net WAC Rate Carryover Amounts, (iv) the Net WAC Rate Carryover Reserve Account, (v) the Supplemental Interest Trust, (vi) any prepayment charges other than the Class P Prepayment Charges and (vii) the obligation to pay Class IO Distribution Amounts (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative the “Subsidiary REMIC,” the “Middle REMIC,” and the “Master REMIC”). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Master REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class CE and Class P Certificates, represents (i) the right to receive payments with respect to any Net WAC Rate Carryover Amounts and (ii) the obligation to pay Class IO Distribution Amounts. The Class R Certificate represents ownership of the sole Class of residual interest in each of the Subsidiary REMIC, the Middle REMIC, and the Master REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the uncertificated interests in the Middle REMIC, other than the MT-R interest, and each such interest is hereby designated as a regular interest in the Middle REMIC for purposes of the REMIC Provisions. The Middle REMIC shall hold as its assets the uncertificated interests in the Subsidiary REMIC, other than the LT-R interest, and each such interest is hereby designated as a regular interest in the Subsidiary REMIC. The Subsidiary REMIC shall hold as its assets the property of the Trust Fund other than the interests in the Subsidiary REMIC and the Middle REMIC, and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. Subsidiary REMIC: The following table sets forth the designations, principal balances and interest rates for each interest in the Subsidiary REMIC, each of which (other than the LT-R interest) is hereby designated as a regular interest in the Subsidiary REMIC (the “Subsidiary REMIC Regular Interests”):
(1) For any Distribution Date (and the related Accrual Period) the interest rate for this Lower-Tier Interest shall be the weighted average of the Net Mortgage Rates of the Mortgage Loans as of the first day of the preceding calendar month (the “Subsidiary REMIC Net WAC”). (2) For any Distribution Date (and the related Accrual Period) the interest rate for each of these Lower Tier Interests shall be the lesser of (i) the REMIC Swap Rate for such Distribution Date, and (ii) the product of (a) the Subsidiary REMIC Net WAC and (b) 2. (3) For any Distribution Date (and the related Accrual Period) the interest rate for each of these Lower Tier Interests shall be the excess, if any, of (i) the product of (a) the Subsidiary REMIC Net WAC and (b) 2, over (ii) the REMIC Swap Rate for such Distribution Date. (4) The initial principal balance of this Subsidiary REMIC interest shall equal the excess of (i) the Pool Balance as of the Cut-off Date over (ii) the aggregate of the initial principal balances of each remaining Subsidiary REMIC interest. (5) The LT-R interest shall not have a principal amount and shall not bear interest. The LT-R interest is hereby designated as the sole class of residual interest in the Subsidiary REMIC. On each Distribution Date, the Trust Administrator shall first pay or charge as an expense of the Subsidiary REMIC all expenses of the Trust Fund for such Distribution Date, other than any Net Swap Payment or Swap Termination Payment. On each Distribution Date the Trust Administrator shall distribute the aggregate Interest Remittance Amount for the Mortgage Pool (net of expenses described in the preceding paragraph) with respect to each of the interests in the Subsidiary REMIC based on the above-described interest rates. On each Distribution Date, the Trust Administrator shall distribute the aggregate Principal Distribution Amount with respect to the interests in the Subsidiary REMIC, first, to the Class LT-M7 Interest until its principal balance equals the principal balance of the Class M-7 Certificates, second, to the Class LT-M8 Interest until its principal balance equals the principal balance of the Class M-8 Certificates, third, to the Class LT-A Interest until its principal balance is reduced to zero, and finally, sequentially, to the other interests in the Subsidiary REMIC in ascending order of their numerical class designation, and, with respect to each pair of classes having the same numerical designation, in equal amounts to each such class, until the principal balance of each such class is reduced to zero. All losses on the Mortgage Loans shall be allocated among the interests in the Subsidiary REMIC in the same manner that principal distributions are allocated. On each Distribution Date, the Trust Administrator shall distribute the Class P Prepayment Charges collected during the preceding Prepayment Period, in the case of Principal Prepayments in full, or during the related Prepayment Period, in the case of Principal Prepayments in part, to the Class LT-F54 and Class LT-V54 Subsidiary REMIC Regular Interests, respectively. Middle REMIC: The following table sets forth the designations, principal balances and interest rates for each interest in the Middle REMIC, each of which (other than the Class MT-R interest) is hereby designated as a regular interest in the Middle REMIC (the “Middle REMIC Regular Interests”):
___________________________ (1) For any Distribution Date (and the related Accrual Period) the interest rate for each of these interests in the Middle REMIC is a per annum rate equal to the weighted average of the interest rates on the interests in the Subsidiary REMIC for such Distribution Date, provided, however, that for any Distribution Date on which the Class MT-IO Interest is entitled to a portion of the interest accruals on an interest in the Subsidiary REMIC having an “F” in its class designation, as described in footnote three below, such weighted average shall be computed by first subjecting the rate on such interest to a cap equal to the product of (a) 2 and (b) Swap LIBOR for such Distribution Date. (2) The initial class principal amount of this Middle REMIC interest shall equal the excess of (i) the Pool Balance as of the Cut-off Date over (ii) the aggregate of the initial class principal amounts of each remaining Middle REMIC interest. (3) The Class MT-IO is an interest only class that does not have a principal balance. For only those Distribution Dates listed in the first column in the table below, the Class MT-IO shall be entitled to interest accrued on the Subsidiary REMIC Regular Interests listed in the second column in the table below at a per annum rate equal to the excess, if any, of (i) the interest rate for such Subsidiary REMIC Regular Interests for such Distribution Date over (ii) the product of (a) 2 and (b) Swap LIBOR for such Distribution Date.
(4) The Class MT-R interest is the sole class of residual interests in the Middle REMIC. It does not have an interest rate or a principal balance. (5) The initial class principal amount of this Middle REMIC interest shall equal one-half of the initial class principal amount of its Corresponding Class of Certificates. On each Distribution Date, interest shall be distributed on the interests in the Middle REMIC based on the above-described interest rates , provided , however , that interest that accrues on the Class MT-Q Interest shall be deferred in an amount equal to one-half of the increase, if any, in the Overcollateralization Amount for such Distribution Date. Any interest so deferred shall itself bear interest at the interest rate for the Class MT-Q Interest. An amount equal to the interest so deferred shall be distributed as additional principal on the other interests in the Middle REMIC having a principal balance in the manner described under priority (a) below. On each Distribution Date principal shall be distributed, and Realized Losses shall be allocated, among the interests in the Middle REMIC in the following order of priority: (a) First, to the Class MT-A, Class MT-M1, Class MT-M2, Class MT-M3, Class MT-M4, Class MT-M5, Class MT-M6, Class MT-M7, and Class MT-M8 Interests until the principal balance of each such interest equals one-half of the Class Principal Balance of the Corresponding Class of Certificates immediately after such Distribution Date; and (b) Second, to the Class MT-Q Interests, any remaining amounts. On each Distribution Date, the Trustee shall be deemed to have distributed the Class P Prepayment Charges passed through with respect to the Class LT-F54 and Class LT-V54 interests in the Subsidiary REMIC on such Distribution Date to the Class MT-Q Interest. Master REMIC As provided herein, the Trust Administrator shall elect to treat the segregated pool of assets consisting of the Middle REMIC Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as the “Master REMIC.” The Master REMIC shall also issue Class R-III Interest, which shall evidence the sole class of “residual interests” in the Master REMIC for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, and the initial aggregate Certificate Principal Balance for the indicated Class of Certificates.
_______________ (1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Latest Possible Maturity Date has been designated as the “latest possible maturity date” for each Class of Certificates. (2) The Pass-Through Rate on any Distribution Date with respect to the Class A and Mezzanine Certificates is the lesser of (a) the related Formula Rate and (b) the Net WAC Rate Cap for such Distribution Date. For purposes of the REMIC Provisions, the reference to “Net WAC Rate Cap” in the definition of “Pass-Through Rate” shall be deemed to be a reference to the REMIC Net Funds Cap; therefore: on any Distribution Date on which the Pass-Through Rate for a Class of Certificates exceeds the REMIC Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Net WAC Rate Carryover Reserve Account or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Pass-Through Rate on a Class of Certificates is based on the Net WAC Rate Cap, the amount of interest that would have accrued on such Class of Certificates if the REMIC Net Funds Cap were substituted for the Net WAC Rate Cap shall be treated as having been paid by Certificateholders of such Class of Certificates to the Supplemental Interest Trust, all pursuant to and as further provided in Section 4.06 hereof.
(3) The Class CE Certificate shall represent beneficial ownership of a regular interest in the Master REMIC (the “Class CE Interest”). The Class CE Interest will accrue interest at its variable Pass-Through Rate on the Notional Amount of the Class CE Interest outstanding from time to time. For purposes of the REMIC Provisions, Class CE Interest shall have an initial principal balance of $377.00, and the right to receive distributions of such amount represents a regular interest in the Master REMIC. The Class CE Interest shall also comprise two notional components, each of which represents a regular interest in the Master REMIC. The first such component has a notional balance that will at all times equal the aggregate of the Class Principal Amounts of the Middle Tier Interests in the Middle REMIC, and, for each Distribution Date (and the related Accrual Period) this notional component shall bear interest at a per annum rate equal to the excess, if any, of (i) (a) the weighted average of the interest rates on the Middle REMIC Regular Interests (other than any interest-only regular interest), over (ii) the Adjusted WAC. The second notional component represents the right to receive all distributions in respect of the Class MT-IO Interest in the Middle REMIC (the “SWAP-IO Interest”). In addition, for purposes of the REMIC Provisions, the Class CE Certificate shall represent beneficial ownership of (i) the Net WAC Rate Carryover Reserve Account; (ii) the Supplemental Interest Trust, including the Swap Agreement and Swap Account; and (iii) an interest in the notional principal contracts described in Section 4.06 hereof. (4) The Class P Certificate will not accrue interest.
In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Trust Administrator, the Custodian and the Trustee agree as follows: Set forth below are designations of Classes of Certificates to the categories used herein: Book-Entry Certificates All Classes of Offered Certificates other than the Physical Certificates. ERISA-Restricted Certificates The Private Certificates, and any Certificates that do not satisfy the applicable ratings requirement under the Underwriter’s Exemption. ERISA-Restricted Swap Certificates The Class A Certificates and the Offered Mezzanine Certificates. Fixed Rate Certificates The Class M-7 and Class M-8 Certificates. Floating Rate Certificates The Class A Certificates and the Offered Mezzanine Certificates. Offered Certificates The Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates. Mezzanine Certificates The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8 Certificates. Offered Mezzanine Certificates The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates. Physical Certificates The Private Certificates and the Residual Certificates. Private Certificates The Class M-7, Class M-8, Class P and Class CE Certificates. Rating Agencies Moody’s and S&P. Regular Certificates All Classes of Certificates, other than the Residual Certificates and the Class P Certificates. Residual Certificates The Class R Certificates. Senior Certificates The Class A Certificates. Subordinate Certificates The Mezzanine Certificates, the Class CE Certificates and the Class R Certificates. Defined terms and provisions herein relating to statistical rating agencies not designated above as Rating Agencies shall be of no force or effect.
ARTICLE I Section 1.01 Definitions . Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: Accountant’s Attestation : As defined in Section 3.22(b)(i). Account Property : All amounts and investments held from time to time in a Securities Account (whether in the form of deposit accounts, physical property, book-entry securities, uncertificated securities, securities entitlements, investment property or otherwise), and all proceeds of the foregoing. Accrual Period : With respect to the Floating Rate Certificates and for a given Distribution Date, will be the actual number of days (based on a 360-day year) included in 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. With respect to the Fixed Rate Certificates and Class CE Certificates and the Subsidiary and Middle REMIC Regular Interests and each Distribution Date, the calendar month prior to the month of such Distribution Date. Additional Form 10-D Disclosure : As defined in Section 3.22. Additional Form 10-K Disclosure : As defined in Section 3.22. Additional Servicer : Each Affiliate of the Servicer that services any of the Mortgage Loans and each person that is not an Affiliate of the Servicer that services 10% or more of the Mortgage Loans. Adjusted WAC : For any Distribution Date (and the related Accrual Period), an amount equal to (i) two, multiplied by (ii) the weighted average of the interest rates for such Distribution Date for the Class MT-A, Class MT-M1, Class MT-M2, Class MT-M3, Class MT-M4, Class MT-M5, Class MT-M6, Class MT-M7, Class MT-M8, and Class MT-Q Interests, weighted in proportion to their Class Principal Amounts as of the beginning of the related Accrual Period and computed by subjecting the rate on the Class MT-Q Interest to a cap of 0.00%, and by subjecting the rate on each of the Class MT-A, Class MT-M1, Class MT-M2, Class MT-M3, Class MT-M4, Class MT-M5, Class MT-M6, Class MT-M7, and Class MT-M8 Interests to a cap that corresponds to the Pass-Through Rate (determined by substituting the REMIC Net Funds Cap for the Net WAC Rate Cap) for the Corresponding Class of Certificates, provided, however , that for each Class of LIBOR Certificates, the Pass-Through Rate shall be multiplied by an amount equal to (a) the actual number of days in the Accrual Period, divided by (b) 30. Advance : An advance of principal or interest required to be made by the Servicer pursuant to the Servicing Agreement or required to be made by the Master Servicer with respect to any Distribution Date pursuant to Section 4.09. Affiliate : When used with reference to a specified Person, another Person that (i) directly or indirectly controls or is controlled by or is under common control with the specified Person, (ii) is an officer of, partner in or trustee of, or serves in a similar capacity with respect to, the specified Person or of which the specified Person is an officer, partner or trustee, or with respect to which the specified Person serves in a similar capacity, or (iii) directly or indirectly is the beneficial owner of 10% or more of any class of equity securities of the specified Person or of which the specified Person is directly or indirectly the owner of 10% or more of any class of equity securities. Aggregate Pool Principal Balance : As to any Distribution Date, the aggregate of the Scheduled Principal Balances of the Mortgage Loans which were Outstanding Mortgage Loans on the Due Date in the month preceding the month of such Distribution Date. Agreement : This Pooling and Servicing Agreement and all amendments or supplements hereto. Allocated Realized Loss Amount: With respect to any Distribution Date and any Class of Mezzanine Certificates, (i) the sum of (a) any Realized Losses allocated to such Class of Certificates on such Distribution Date and (b) the amount of any Allocated Realized Loss Amount for such Class of Certificates remaining undistributed from the previous Distribution Date reduced by (ii) the amount of any Subsequent Recoveries added to the Certificate Principal Balance of such Class of Certificates. Amount Held for Future Distribution : As to any related Distribution Date and any Mortgage Loan, the aggregate amount held in the Collection Account at the close of business on the related Servicer Remittance Date with respect to such Mortgage Loan at the close of business on the related Servicer Remittance Date on account of (i) Principal Prepayments received after the related Prepayment Period and Liquidation Proceeds and Insurance Proceeds received in the month of such Distribution Date and (ii) all Scheduled Payments due after the related Due Date. Annual Statement of Compliance : As defined in Section 3.21(a). Appraised Value : With respect to any Mortgage Loan, the Appraised Value of the related Mortgaged Property shall be: (i) with respect to a Mortgage Loan other than a Refinancing Mortgage Loan, the lesser of (a) the value of the Mortgaged Property based upon the appraisal made at the time of the origination of such Mortgage Loan and (b) the sales price of the Mortgaged Property at the time of the origination of such Mortgage Loan; and (ii) with respect to a Refinancing Mortgage Loan, the value of the Mortgaged Property based upon the appraisal made at the time of the origination of such Refinancing Mortgage Loan as modified by an updated appraisal. Assessment of Compliance : As defined in Section 3.22(i)(a). Assignment : An individual assignment of a Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale or transfer of the Mortgage Loan. Assignment Agreement : The Assignment, Assumption and Recognition Agreement, dated as of February 24, 2006, among Irwin as Company, the Transferor and the Depositor, whereby the Irwin Servicing Agreement with respect to the Irwin Mortgage Loans were assigned to the Depositor for the benefit of the Certificateholders. Assignment of Proprietary Lease : With respect to a Cooperative Mortgage Loan, the assignment or mortgage of the related Proprietary Lease from the Mortgagor to the originator of the Cooperative Mortgage Loan. Available Funds : With respect to any Distribution Date, an amount equal to the excess of (i) the sum of (a) the aggregate of the related Scheduled Payments due on the related Due Date, received or advanced on the Mortgage Loans on or prior to the related Determination Date, and the amount of the Initial Distribution Date Deposit Amount, (b) Net Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, Prepayment Interest Excess, Subsequent Recoveries, proceeds from repurchases of and substitutions for such Mortgage Loans and other unscheduled recoveries of principal and interest in respect of the Mortgage Loans received during the related Prepayment Period, (c) the aggregate of any amounts received in respect of a related REO Property and withdrawn from any REO Account and deposited in the Collection Account for such Distribution Date and (d) on the Distribution Date on which the trust is to be terminated in accordance with Section 10.01 of this Agreement pursuant to an Optional Termination, the Termination Price over (ii) the sum of (a) amounts reimbursable or payable to the Servicer, the Credit Risk Manager, the Master Servicer, the NIMS Insurer, the Transferor, the Depositor, the Custodian and the Trust Administrator pursuant to Section 3.10(a) or Section 6.03, (b) amounts payable pursuant to Section 3.10(b)(i) through 3.10(b)(iii), (c) amounts deposited in the Collection Account or the Distribution Account pursuant to clauses (a) through (c) above, as the case may be, in error, (d) the amount of any Class P Prepayment Charges, (e) any indemnification amounts owed to the Trustee or the Trust Administrator payable from the Distribution Account pursuant to Section 8.05 or 9.05, respectively, (f) any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (other than any Swap Termination Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event) and (g) any Amounts Held for Future Distribution. Bankruptcy Code : The United States Bankruptcy Reform Act of 1978, as amended. Base Calculation Amount : The amount set forth with respect to each Distribution Date on Schedule III. Basic Principal Distribution Amount : With respect to any Distribution Date, the lesser of (a) the aggregate Certificate Principal Balance of the Class A Certificates and the Mezzanine Certificates immediately prior to such Distribution Date and (b) the excess of (i) the Principal Remittance Amount for such Distribution Date over (ii) the Overcollateralization Target Release Amount, if any, for such Distribution Date. Book-Entry Certificates : As specified in the Preliminary Statement. Business Day : Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the City of New York, New York, Minnesota, Maryland, or any city in which the Corporate Trust Office of the Trustee or Trust Administrator is located are authorized or obligated by law or executive order to be closed. Certificate : Any one of the Certificates executed by the Trust Administrator on behalf of the Trust and authenticated by the Trust Administrator in substantially the forms attached hereto as Exhibits A through F. Certificate Factor : With respect to any Class of Regular Certificates as of any Distribution Date, a fraction, expressed as a decimal carried to at least six places, the numerator of which is the aggregate Certificate Principal Balance (or the Notional Amount, in the case of the Class CE Certificates) of such Class of Certificates on such Distribution Date (after giving effect to any distributions of principal and allocations of Realized Losses in reduction of the Certificate Principal Balance (or the Notional Amount, in the case of the Class CE Certificates) of such Class of Certificates to be made on such Distribution Date), and the denominator of which is the initial aggregate Certificate Principal Balance (or the Notional Amount, in the case of the Class CE Certificates) of such Class of Certificates as of the Closing Date. Certificate Owner : With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Book-Entry Certificate. Certificate Principal Balance : With respect to each Class A Certificate, Mezzanine Certificates or Class P Certificate as of any date of determination, the Certificate Principal Balance of such Certificate on the Distribution Date immediately prior to such date of determination plus any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 4.01(e), minus all distributions allocable to principal made thereon and Realized Losses allocated thereto on such immediately prior Distribution Date (or, in the case of any date of determination up to and including the first Distribution Date, the initial Certificate Principal Balance of such Certificate, as stated on the face thereof). With respect to each Class CE Certificate as of any date of determination, an amount equal to the Percentage Interest evidenced by such Certificate times the excess, if any, of (A) the then aggregate Uncertificated Balance of the Middle REMIC Regular Interests over (B) the then aggregate Certificate Principal Balance of the Class A Certificates, the Mezzanine Certificates and the Class P Certificates then outstanding. Certificate Register : The register 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, solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Master Servicer or the Depositor or any affiliate of the Master Servicer or the Depositor, as applicable, shall be deemed not to be Outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect such consent has been obtained; provided , however , that if any such Person (including the Master Servicer or the Depositor) owns 100% of the Percentage Interests evidenced by a Class of Certificates, such Certificates shall be deemed to be Outstanding for purposes of any provision hereof that requires the consent of the Holders of Certificates of a particular Class as a condition to the taking of any action hereunder. The Trust Administrator is entitled to rely conclusively on a certification of the Master Servicer or the Depositor or any affiliate of the Master Servicer or the Depositor, as applicable, in determining which Certificates are registered in the name of an affiliate of the Master Servicer or the Depositor. Certification : As specified in Section 9.12(d). Certification Parties : As defined in Section 9.12. Certifying Person : As defined in Section 9.12. Class : All Certificates bearing the same class designation as set forth in the Preliminary Statement. Class CE Certificate : Any one of the Class CE Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit D-1 and evidencing (i) a regular interest in the Master REMIC, (ii) the obligation to pay Net WAC Rate Carryover Amounts and Swap Termination Payments and (iii) the right to receive Class IO Distribution Amounts. Class CE Interest : An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class CE Certificates, evidencing a Regular Interest in the Master REMIC for purposes of the REMIC Provisions. Class IO Distribution Amount : As defined in Section 4.06 hereof. For purposes of clarity, the Class IO Distribution Amount for any Distribution Date shall equal the amount payable to the Swap Administrator on such Distribution Date in excess of the amount payable on the Class SWAP-IO Interest on such Distribution Date, all as further provided in Section 4.06 hereof. Class M-1 Principal Distribution Amount : An amount equal to the excess of (x) the sum of (i) the Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date) and (ii) the 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) 51.90% and (ii) the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess of the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over $1,615,272. Class M-2 Principal Distribution Amoun t: An amount equal to the excess of (x) the sum of (i) the Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date) and (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 65.50% and (ii) the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess of the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over $1,615,272. Class M-3 Principal Distribution Amount : An amount equal to the excess of (x) the sum of (i) the Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date) and (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 69.60% and (ii) the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess of the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over $1,615,272. Class M-4 Principal Distribution Amount : An amount equal to the excess of (x) the sum of (i) the Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date) and (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 73.50% and (ii) the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess of the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over $1,615,272. Class M-5 Principal Distribution Amount : An amount equal to the excess of (x) the sum of (i) the Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date) and (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 77.20% and (ii) the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess of the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over $1,615,272. Class M-6 Principal Distribution Amount : An amount equal to the excess of (x) the sum of (i) the Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date) and (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 80.40% and (ii) the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess of the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over $1,615,272. Class M-7 Principal Distribution Amount : An amount equal to the excess of (x) the sum of (i) the Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 84.30% and (ii) the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess of the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over $1,615,272. Class M-8 Principal Distribution Amount : An amount equal to the excess of (x) the sum of (i) the Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date) and (ix) the Certificate Principal Balance of the Class M-8 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 87.70% and (ii) the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess of the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over $1,615,272. Class P Certificate : Any one of the Class P Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit D-2. Class P Prepayment Charge : With respect to any Mortgage Loan and any Distribution Date, fifty percent (50%) of any prepayment premium, penalty or charge collected by the Servicer during the related Prepayment Period and remitted to the Master Servicer. Class Principal Balance : With respect to any Class of Certificates (other than the Class P Certificates) and as to any date of determination, the aggregate of the Certificate Principal Balances of all Certificates of such Class as of such date. Clearstream : Clearstream Banking Luxembourg, formerly known as Cedelbank SA. Closing Date : February 24, 2006. Code : The Internal Revenue Code of 1986, including any successor or amendatory provisions. Collection Account : The separate Eligible Account or Accounts created and maintained by the Master Servicer pursuant to Section 3.07 with a depository institution in the name of the Master Servicer for the benefit of the Trustee on behalf of Certificateholders and designated “Wells Fargo Bank, National Association, for the benefit of JPMorgan Chase Bank, N.A., in trust for the registered Holders of MASTR Second Lien Trust 2006-1, Mortgage Pass-Through Certificates, Series 2006-1.” The Collection Account may be deemed to be a sub-account of the Distribution Account. Combined Loan-to-Value Ratio : With respect to any Mortgage Loan and as to any date of determination, the fraction (expressed as a percentage) the numerator of which is the sum of (x) the principal balance of the related Mortgage Loan at such date of determination and (y) the principal balance of the senior Mortgage Loan at such date of determination and the denominator of which is the Appraised Value of the related Mortgaged Property. Commission : The U.S. Securities and Exchange Commission. Cooperative Corporation : With respect to any Cooperative Mortgage Loan, the cooperative apartment corporation that holds legal title to the related Cooperative Property and grants occupancy rights to units therein to stockholders through Proprietary Leases or similar arrangements. Cooperative Lien Search : A search for (a) federal tax liens, mechanics’ liens, lis pendens, judgments of record or otherwise against (i) the Cooperative Corporation and (ii) the seller of the Cooperative Unit, (b) filings of Financing Statements and (c) the deed of the Cooperative Property into the Cooperative Corporation. Cooperative Mortgage Loan : A Mortgage Loan that is secured by a second lien on and a perfected security interest in Cooperative Shares and the related Proprietary Lease granting exclusive rights to occupy the related Cooperative Unit in the building owned by the related Cooperative Corporation. Cooperative Property : With respect to any Cooperative Mortgage Loan, all real property and improvements thereto and rights therein and thereto owned by a Cooperative Corporation including without limitation the land, separate dwelling units and all common elements. Cooperative Shares : With respect to any Cooperative Mortgage Loan, the shares of stock issued by a Cooperative Corporation and allocated to a Cooperative Unit and represented by stock certificates. Cooperative Unit : With respect to any Cooperative Mortgage Loan, a specific unit in a Cooperative Property. Corporate Trust Office : With respect to the Trustee, the designated office of the Trustee at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at 4 New York Plaza, 6 th Floor, New York, New York 10004-2477, Attention: Worldwide Securities Services/Global Debt—MASTR Second Lien Trust 2006-1, which is the address to which appropriate notices to and correspondence with the Trustee should be directed With respect to the Trust Administrator, the designated office of the Trust Administrator at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located for certificate transfer purposes at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services—MASL 2006-1, and for all other purposes at 9062 Old Annapolis Road, Columbia Maryland 21045, Attention: Corporate Trust Services—MASL 2006-1. Corresponding Class: With respect to any interest in the Middle REMIC, the Corresponding Class of Certificates identified in the table for the Middle REMIC in the Preliminary Statement. Covered Mortgage Loan : A Mortgage Loan categorized as Covered pursuant to Appendix E of Standard & Poor’s Glossary. Credit Enhancement Percentage : For any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the sum of the aggregate Certificate Principal Balances of the Mezzanine Certificates and the Class CE Certificates, and the denominator of which is the aggregate Principal Balance of the Mortgage Loans, calculated prior to taking into account distributions of principal on the Mortgage Loans and distribution of the Principal Distribution Amount to the Certificates then entitled to distributions of principal on such Distribution Date. Credit Risk Management Agreement : Each agreement between the Credit Risk Manager and the Servicer and the Credit Risk Manager and the Master Servicer, dated as of February 24, 2006. Credit Risk Manager : Clayton Fixed Income Services Inc., a Colorado corporation, formerly known as The Murrayhill Company. Credit Risk Manager Fee : For any Distribution Date, an amount equal to one-twelfth of the Credit Risk Manager Fee Rate (without regard to the words “per annum” in the definition thereof) multiplied by the Scheduled Principal Balance of the Mortgage Loans as of the first Business Day of the month in which the Distribution Date occurs. Credit Risk Manager Fee Rate : 0.0125% per annum. Custodian : Wells Fargo, in its capacity as custodian hereunder. Cut-off Date : February 1, 2006. Cut-off Date Principal Balance : The aggregate Principal Balance of the Mortgage Loans as of the close of business on the Cut-off Date, which amount is equal to $323,054,477. Debt Service Reduction : With respect to any Mortgage Loan, a reduction by a court of competent jurisdiction in a proceeding under the Bankruptcy code in the Scheduled Payment for such Mortgage Loan which became final and non-appealable, except such a reduction resulting from a Deficient Valuation or any reduction that results in a permanent forgiveness of principal. Deficient Valuation : With respect to any Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding indebtedness under the Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any Scheduled Payment that results in a permanent forgiveness of principal, which valuation or reduction results from an order of such court which is final and non-appealable in a proceeding under the Bankruptcy Code. Definitive Certificates : Any Certificate evidenced by a Physical Certificate and any Certificate issued in lieu of a Book-Entry Certificate pursuant to Section 5.02(e). Deleted Mortgage Loan : Any Mortgage Loan that is replaced or required to be replaced pursuant to Section 2.02 or 2.03. Delinquent : With respect to any Mortgage Loan, means that any monthly payment with respect to such Mortgage Loan that is due on a Due Date is not made by the close of business on the next scheduled Due Date for such Mortgage Loan. A Mortgage Loan is “30 days Delinquent” if such monthly payment has not been received by the close of business on the corresponding day of the month immediately succeeding the month in which such monthly payment was due or, if there was no such corresponding day (e.g., as when a 30-day month follows a 31-day month in which a payment was due on the 31st day of such month), then on the last day of such immediately succeeding month; and similarly for “60 days Delinquent” and “90 days Delinquent,” etc. Delinquency Percentage : As of the last day of the related Due Period, the percentage equivalent of a fraction, the numerator of which is the aggregate Principal Balance of all Mortgage Loans that, as of the last day of the previous calendar month, are 60 or more days delinquent, are in foreclosure, have been converted to REO Properties or have been discharged by reason of bankruptcy, and the denominator of which is the aggregate Principal Balance of the Mortgage Loans and REO Properties as of the last day of the previous calendar month. Denomination : With respect to each Certificate, the amount set forth on the face thereof as the “Initial Certificate Principal Balance of this Certificate” or the “Initial Notional Amount of this Certificate” or, if neither of the foregoing, the Percentage Interest appearing on the face thereof. Depositor : Mortgage Asset Securitization Transactions, Inc., a Delaware corporation, or its successor in interest. Depository : The initial Depository shall be The Depository Trust Company, the nominee of which is CEDE & Co., as the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(a)(5) 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 15 th day (or if such 15th day is not a Business Day, the Business Day immediately preceding such 15th day) of the month in which such Distribution Date occurs. Distribution Account : The separate Eligible Account created and maintained by the Trust Administrator pursuant to Section 3.07 in the name of the Trust Administrator for the benefit of the Certificateholders and designated “Wells Fargo Bank, N.A., in trust for registered Holders of MASTR Second Lien Trust 2006-1, Mortgage Pass-Through Certificates, Series 2006-1.” Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement. Distribution Account Deposit Date : As to any Distribution Date, one Business Day prior to such Distribution Date. Distribution Date : The 25th day of each calendar month after the initial issuance of the Certificates, or if such 25th day is not a Business Day, the next succeeding Business Day, commencing in March 2006. Distribution Date Statement : The statement delivered to the Certificateholders pursuant to Section 4.03. Downgrade Provisions : Provisions of the Interest Rate Swap Agreement which are triggered if the short-term or long-term credit ratings of the Swap Provider fall below certain levels specified in the Interest Rate Swap Agreement. DTC : The Depository Trust Company. Due Date : With respect to each Mortgage Loan, the date on which the Scheduled Payment is due each month. 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 debt obligations of such holding company) have the highest short term ratings of each of the Rating Agencies at the time any amounts are held on deposit therein, or (ii) an account or accounts in a depository institution or trust company in which such accounts are insured by the FDIC (to the limits established by the FDIC) and the uninsured deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Owner and NIMS Insurer, the Owner and NIMS Insurer have a claim with respect to the funds in such account that is superior to claims of any other depositors or creditors of the depository institution or trust company in which such account is maintained (provided that the ratings of the Rating Agencies with respect to the Certificates shall not be downgraded or withdrawn) or (iii) a non-interest bearing segregated trust account or accounts maintained with (a) the trust department of a federal or state-chartered depository institution or (b) a trust company, acting in its fiduciary capacity; or (iv) any other account acceptable to each Rating Agency, as stated by each such Rating Agency in writing. Eligible Accounts may bear interest and may include, if otherwise qualified under this definition, accounts maintained with the Trust Administrator. Eligible Substitute Mortgage Loan : With respect to a Mortgage Loan substituted by the Transferor for a Deleted Mortgage Loan, a Mortgage Loan which must, on the date of such substitution, (i) have a Principal Balance (or, in the case of a substitution of more than one mortgage loan for a Deleted Mortgage Loan, an aggregate Principal Balance), not in excess of, and not more than 10% less than the Principal Balance of the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower than and not more than 1% per annum higher than, that of the Deleted Mortgage Loan; (iii) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (iv) have a remaining term to maturity no greater than (and not more than one year less than that of) the Deleted Mortgage Loan; (v) comply with each representation and warranty set forth in Section 2.03 hereof; (vi) be the same credit grade category as the Deleted Mortgage Loan; (vii) have the same prepayment penalty term; and (viii) not be a Cooperative Mortgage Loan unless the Deleted Mortgage Loan was a Cooperative Mortgage Loan. ERISA : The Employee Retirement Income Security Act of 1974, as amended. ERISA Qualifying Underwriting : A best efforts or firm commitment underwriting or private placement that meets the requirements (without regard to the ratings requirements) of an Underwriter’s Exemption. ERISA-Restricted Certificate : As specified in the Preliminary Statement. ERISA-Restricted Swap Certificate : As specified in the Preliminary Statement. Euroclear: The Euroclear System. Events of Default : Under the Interest Rate Swap Agreement (each a Swap Default), among others, the following standard events of default under the ISDA Master Agreement: · Failure to Pay or Deliver, · “Bankruptcy” (as amended in the Interest Rate Swap Agreement) and · “Merger without Assumption” (but only with respect to the Swap Provider) · as described in Sections 5(a)(i), 5(a)(vii) and 5(a)(viii) of the ISDA Master Agreement. Excess Proceeds : With respect to any Liquidated Mortgage Loan, the amount, if any, by which the sum of any Liquidation Proceeds of such Mortgage Loan received in the calendar month in which such Mortgage Loan became a Liquidated Mortgage Loan, exceeds (i) the Principal Balance of such Liquidated Mortgage Loan as of the Due Date in the month in which such Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at the Mortgage Rate from the Due Date as to which interest was last paid or advanced (and not reimbursed) to Certificateholders up to the Due Date applicable to the Distribution Date immediately following the calendar month during which such liquidation occurred. Exchange Act : The Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder. Fannie Mae : Fannie Mae, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto. FDIC : The Federal Deposit Insurance Corporation, or any successor thereto. Final Certification : With respect to the Custodian, the certification required to be delivered by the Custodian not later than 90 days after the Closing Date to the Depositor, the Trustee and the Transferor in the form annexed hereto as Exhibit H pursuant to Section 2.02 of this Agreement. Financing Statement : A financing statement in the form of a UCC-1 or UCC-3, as applicable, filed pursuant to the Uniform Commercial Code to perfect a security interest in the Cooperative Shares and Pledge Instruments. Fitch : Fitch, Inc., or any successor thereto. If Fitch is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 11.05(b), the address for notices to Fitch shall be One State Street Plaza, New York, NY 10004, Attention: MBS Monitoring MASTR Second Lien Trust 2006-1, or such other address as Fitch may hereafter furnish to each party to this Agreement. Fixed Swap Payment : With respect to any Distribution Date, a fixed amount equal to the related amount set forth on Schedule III attached hereto. Floating Swap Payment : With respect to any Distribution Date, a floating amount equal to the product of (i) LIBOR (as determined pursuant to the Interest Rate Swap Agreement for such Distribution Date), (ii) the related Base Calculation Amount (as set forth on Schedule III attached hereto), (iii) 250 and (iv) a fraction, the numerator of which is the actual number of days elapsed from and including the previous Distribution Date to but excluding the current Distribution Date (or, for the first Distribution Date, the actual number of days elapsed from and including the Closing Date to but excluding the first Distribution Date), and the denominator of which is 360. Form 8-K Disclosure Information : As defined in Section 3.22. Formula Rate : For any Distribution Date and any Class of Offered Certificates, LIBOR plus the related Certificate Margin. For any Distribution Date any of the Class M-7 and Class M-8 Certificates, the related fixed rate set forth in the Preliminary Statement. Freddie Mac : Freddie Mac, a corporate instrumentality of the United States created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto. High Cost Mortgage Loan : A Mortgage Loan classified as (a) a “high cost” loan under the Home Ownership and Equity Protection Act of 1994, (b) a “high cost home,” “threshold,” “covered,” (excluding New Jersey “Covered Home Mortgage Loans” as that term is defined in clause (1) of the definition of that term in the New Jersey Home Ownership Security Act of 2002), “high risk home,” “predatory” or similar loan under any other applicable state, federal or local law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees) or (c) a Mortgage Loan categorized as High Cost pursuant to Appendix E of Standard and Poor’s Glossary. Highest Priority : As of any date of determination, the Class of Mezzanine Certificates then outstanding with a Certificate Principal Balance greater than zero, with the highest priority for payments pursuant to Section 4.01, in the following order of descending priority: Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8 Certificates. Home Loan : A Mortgage Loan categorized as a Home Loan pursuant to Appendix E of Standard & Poor’s Glossary. Homeownership Act : The federal Truth-in-Lending Act as amended by the Home Ownership and Equity Protection Act of 1994. Independent : When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(B) of the Commission’s Regulation S-X. Independent means when used with respect to any other Person, a Person who (a) is in fact independent of another specified Person and any affiliate of such other Person, (b) does not have any material direct or indirect financial interest in such other Person or any affiliate of such other Person, (c) is not connected with such other Person or any affiliate of such other Person as an officer, employee, promoter, underwriter, trust administrator, trustee, partner, director or Person performing similar functions and (d) is not a member of the immediate family of a Person defined clause (b) or (c) above. Indirect Participant : A broker, dealer, bank or other financial institution or other Person that clears through or maintains a custodial relationship with a Depository Participant. Initial Certification : With respect to the Custodian, the certification required to be executed by the Custodian and delivered on the Closing Date to the Depositor and the Trustee in the form annexed hereto as Exhibit G pursuant to Section 2.02 of this Agreement. Initial LIBOR Rate : 4.600% per annum. Insolvency Proceeding : With respect to any Person: (i) any case, action, or proceeding with respect to such Person before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding up, or relief of debtors; or (ii) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of the creditors generally of such Person or any substantial portion of such Person’s creditors, in any case undertaken under federal, state or foreign law, including the Bankruptcy Code. Insurance Policy : With respect to any Mortgage Loan included in the Trust Fund, any insurance policy, including all riders and endorsements thereto in effect, including any replacement policy or policies for any Insurance Policies. Insurance Proceeds : Proceeds paid by an insurer pursuant to any title policy, hazard policy or other Insurance Policy covering a Mortgage Loan to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the 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. Insured Expenses : Expenses covered by an Insurance Policy or any other insurance policy with respect to the Mortgage Loans. Interest Rate Swap Agreement : The 1992 ISDA Master Agreement (Multicurrency-Cross Border) dated as of February 24, 2006 (together with the schedule thereto, the Master Agreement) between the Swap Provider and the Trust Administrator as Swap Administrator under the Swap Administration Agreement, an ISDA Credit Support Annex (Bilateral Form-New York Law) as of the same date, which supplements, forms part of, and is subject to the Master Agreement, and a confirmation of the same date, which supplements and forms part of the Master Agreement. 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 Mortgage Loans. Irwin : Irwin Union Bank and Trust Company, and its successors and assigns, in its capacity as Servicer of the Irwin Mortgage Loans. Irwin Mortgage Loans : The Mortgage Loans for which Irwin is listed as “Servicer” on the Mortgage Loan Schedule. Irwin Servicing Agreement : Solely with respect to the Irwin Mortgage Loans, the Servicing Agreement, dated as of August 1, 2005, between the Transferor and Irwin, as amended by Amendment Number One dated as of February 2, 2006, and as the same may be amended from time to time, and any assignments and conveyances relating to the Irwin Mortgage Loans. Latest Possible Maturity Date : The Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. Lender-Paid Mortgage Insurance Loan : Each of the Mortgage Loans identified on the Mortgage Loan Schedule as having a Lender-Paid Mortgage Insurance Rate. Lender-Paid Mortgage Insurance Rate : With respect to any Lender-Paid Mortgage Insurance Loan, a per annum rate equal to the percentage indicated on the Mortgage Loan Schedule under the heading “Lender-Paid Mortgage Insurance Rate.” LIBOR : As to any Distribution Date, the arithmetic mean of the London interbank offered care quotations for one month U.S. Dollar deposits, as determined by the Trust Administrator in accordance with Section 4.08. LIBOR Business Day : Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the State of New York or in the City of London, England are required or authorized by law to be closed. LIBOR Determination Date : As to any Distribution Date, other than the first Distribution Date, and any of the Class A Certificates and the Offered Mezzanine Certificates, the second LIBOR Business Day preceding the commencement of the applicable Accrual Period. Liquidated Mortgage Loan : With respect to any Distribution Date, (i) a defaulted Mortgage Loan (including any REO Property) which was liquidated in the calendar month preceding the month of such Distribution Date and as to which the Servicer or the Master Servicer, as the case may be, has determined (in accordance with the Servicing Agreement and this Agreement) that it has received all amounts it expects to receive in connection with the liquidation of such Mortgage Loan, including the final disposition of an REO Property or (ii) any Mortgage Loan that becomes 180 days or more delinquent in the calendar month preceding the month of such Distribution Date. Liquidation Proceeds : Amounts, including Insurance Proceeds, received in connection with the partial or complete liquidation of defaulted Mortgage Loans, whether through trustee’s sale, foreclosure sale or otherwise or amounts received in connection with any condemnation or partial release of a Mortgaged Property and any other proceeds received in connection with an REO Property, less the sum of related unreimbursed Servicing Fees and Servicing Advances. Loan-to-Value Ratio : With respect to any Mortgage Loan and as to any date of determination, the fraction (expressed as a percentage) the numerator of which is the principal balance of the related Mortgage Loan at such date of determination and the denominator of which is the Appraised Value of the related Mortgaged Property. For purposes of representation (xxxi) of Schedule II, the Loan-to-Value Ratio will be the loan-to-value ratio calculated in accordance with applicable state laws regarding primary mortgage insurance. Lost Mortgage Note : Any Mortgage Note the original of which was permanently lost or destroyed and has not been replaced. Majority in Interest : As to any Class of Regular Certificates, the Holders of Certificates of such Class evidencing, in the aggregate, at least 51% of the Percentage Interests evidenced by all Certificates of such Class. Master REMIC : As specified in the Preliminary Statement. Master Servicer : Wells Fargo Bank, N.A., a national banking association, and its successors and assigns, in its capacity as Master Servicer hereunder. Master Servicer Event of Termination : As defined in Section 7.01 hereof. Master Servicing Fee : With respect to any Distribution Date, an amount equal to one-twelfth of the Master Servicing Fee Rate (without regard to the words “per annum” in the definition thereof) multiplied by the Principal Balance of the Mortgage Loans as of the first Business Day of the month in which the Distribution Date occurs. Master Servicing Fee Rate : 0.0125% per annum. Master Servicing Officer : Any officer of the Master Servicer involved in, or responsible for, the administration and master servicing of the Mortgage Loans. MERS : As defined in Section 2.01. Middle REMIC: As specified in the Preliminary Statement. Middle REMIC Regular Interest : As specified in the Preliminary Statement. Monthly Interest Distributable Amount : With respect to the Class A Certificates, the Mezzanine Certificates and the Class CE Certificates and any Distribution Date, the amount of interest accrued during the related Accrual Period at the related Pass-Through Rate on the Certificate Principal Balance (or Notional Amount in the case of the Class CE Certificates) of such Class immediately prior to such Distribution Date, reduced by any Prepayment Interest Shortfalls and Relief Act Interest Shortfalls (allocated, first, to the Class CE Certificates, and second, to each of the Class A Certificates and Mezzanine Certificates based on their respective entitlements to interest irrespective of any Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution Date). Moody’s: Moody’s Investors Service, Inc., or any successor thereto. If Moody’s is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 11.05(b), the address for notices to Moody’s shall be Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention: Residential Mortgage Monitoring Group, or such other address as Moody’s may hereafter furnish to each other party to this Agreement. Mortgage : The mortgage, deed of trust or other instrument creating a second lien on an estate in fee simple or leasehold interest in real property securing a Mortgage Note. Mortgage File : The mortgage documents listed in Section 2.01 hereof pertaining to a particular Mortgage Loan and any additional documents delivered to the Custodian to be added to the Mortgage File pursuant to this Agreement. Mortgage Loan Purchase Agreement : The Mortgage Loan Purchase Agreement, dated as of February 1, 2006, between the Transferor and the Depositor. Mortgage Loan Schedule : The list of Mortgage Loans (as from time to time amended by the related Custodian to reflect the addition of Eligible Substitute Mortgage Loans and the deletion of Deleted Mortgage Loans pursuant to the provisions of this Agreement) transferred to the Trustee as part of the Trust Fund and from time to time subject to this Agreement, attached hereto as Schedule I, setting forth the following information with respect to each Mortgage Loan: (1) the Mortgage Loan identifying number; (2) the Mortgagor’s first and last name; (3) the street address of the Mortgaged Property including the city, state and zip code; (4) the original Principal Balance of the Mortgage Loan; (5) the Principal Balance of the Mortgage Loan as of the close of business on the Cut-off Date; (6) the unpaid principal balance of the Mortgage Loan as of the close of business on the Cut-off Date; (7) [reserved]; (8) the last Due Date on which a Scheduled Payment was actually applied to the unpaid principal balance; (9) the Mortgage Rate in effect immediately following origination; (10) the Mortgage Rate in effect immediately following the Cut-off Date (if different from (9)); (11) the amount of the Scheduled Payment at origination; (12) the amount of the Scheduled Payment as of the Cut-off Date (if different from (11)); (13) a code indicating whether the Mortgaged Property is owner occupied, a second home or an investor property; (14) a code indicating whether the Mortgaged Property is a single family residence, a two-family residence, a three-family residence, a four-family residence, a planned unit development, a condominium or a Cooperative Unit; (15) a code indicating the loan purpose ( i.e. , purchase, rate/term refinance, cash out refinance); (16) the stated maturity date; (17) the original months to maturity; (18) the remaining months to maturity from the Cut-off Date based on the original amortization schedule and, if different, the remaining months to maturity expressed in the same manner but based on the actual amortization schedule; (19) the origination date of the Mortgage Loan; (20) the Mortgage Loan-to-Value Ratio at origination; (21) the date on which the first Scheduled Payment was due on the Mortgage Loan after the origination date; (22) a code indicating the documentation style of the Mortgage Loan; (23) a code indicating if the Mortgage Loan is subject to a Primary Insurance Policy and, if so, the name of the Qualified Mortgage Insurer, the certificate number and the coverage amount of the Primary Insurance Policy; (24) the Servicing Fee Rate; (25) a code indicating whether the Mortgage Loan is subject to a prepayment penalty and, if so, the term of such prepayment penalty; (26) the credit score (or mortgage score) of the Mortgagor; (27) the debt-to-income ratio of the Mortgage Loan; (28) a code indicating the originator of the Mortgage Loan; (29) the date on which the Mortgage Loan was transferred to the Transferor; (30) the initial Servicer; (31) a code indicating whether the Mortgage Loan is a Cooperative Mortgage Loan; and (32) a code indicating whether the Mortgage Loan is subject to a “lender-paid” Primary Insurance Policy, and, if so, the name of the Qualified Mortgage Insurer, the certificate number and the coverage amount of the Primary Insurance Policy, and the Lender-Paid Mortgage Insurance Rate. Mortgage Loan Seller : With respect to any Mortgage Loan, the entity that sold such Mortgage Loan to the Transferor. Mortgage Loans : Such of the mortgage loans and cooperative loans transferred and assigned to the Trustee pursuant to the provisions hereof as from time to time are held as a part of the Trust Fund (including any REO Property), the mortgage loans so held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property. With respect to each Mortgage Loan that is a Cooperative Mortgage Loan, if any, “Mortgage Loan” shall include, but not be limited to, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Recognition Agreement, Cooperative Shares and Proprietary Lease and, with respect to each Mortgage Loan other than a Cooperative Mortgage Loan, “Mortgage Loan” shall include, but not be limited to the related Mortgage and the related Mortgage Note. Mortgage Note : The original executed note or other evidence of the indebtedness of a Mortgagor under a Mortgage Loan. Mortgage Pool : The pool of Mortgage Loans included in the Trust. Mortgage Rate : With respect to any Mortgage Loan, the per annum interest rate at which such Mortgage Loan accrues interest. Mortgaged Property : The underlying real property securing a Mortgage Loan or, with respect to a Cooperative Loan, the related Cooperative Shares and Proprietary Lease. Mortgagor : The obligor(s) on a Mortgage Note. Net Monthly Excess Cashflow : With respect to each Distribution Date, the sum of (a) any Overcollateralization Target Release Amount for such Distribution Date and (b) the excess of (x) Available Funds for such Distribution Date over (y) the sum for such Distribution Date of (A) the Monthly Interest Distributable Amounts for the Class A Certificates and the Mezzanine Certificates, (B) the Unpaid Interest Shortfall Amounts for the Class A Certificates and the Mezzanine Certificates and (C) the Principal Remittance Amount. Net Mortgage Rate : As to each Mortgage Loan, the applicable Mortgage Rate minus (i) the Master Servicing Fee Rate, (ii) the Servicing Fee Rate, (iii) the Credit Risk Manager Fee Rate and (iv) any Lender-Paid Mortgage Insurance Fee Rate, if applicable. Net Swap Payment : In the case of payments made by the Trust, the excess, if any, of (x) the Fixed Swap Payment over (y) the Floating Swap Payment. In the case of payments made by the Swap Provider, the excess, if any, of (x) the Floating Swap Payment over (y) the Fixed Swap Payment. In each case, the Net Swap Payment shall not be less than zero. Net WAC Rate : For any Distribution Date with respect to any Certificate, a per annum rate equal to the product of (x) the weighted average of the Net Mortgage Rates of the Mortgage Loans, weighted based on their outstanding Principal Balances as of the first day of the calendar month preceding the month in which the Distribution Date occurs and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual Period minus (i) an amount, expressed as a percentage, equal to the Net Swap Payment, if any, paid by the Trust for such Distribution Date divided by the aggregate Principal Balance of the Mortgage Loans and (ii) an amount, expressed as a percentage, equal to the Swap Termination Payment, if any, due from the Trust (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) for such Distribution Date, divided by the aggregate Principal Balance of the Mortgage Loans. Net WAC Rate Cap : For any Distribution Date and the Class A Certificates and the Offered Mezzanine Certificates will be a per annum rate equal to the excess, if any, of (A) the product of (x) the weighted average of the Net Mortgage Rates of the Mortgage Loans (weighted based on their outstanding Principal Balances as of the first day of the calendar month preceding the month in which the Distribution Date occurs) and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual Period, over (B) an amount, expressed as a per annum rate, equal to the sum of (x) the product of (i) any Net Swap Payment owed to the Swap Provider divided by the outstanding principal balance of the Mortgage Loans and (ii) 12 and (y) the product of (i) any Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event), payable by the Supplemental Interest Trust, divided by the outstanding Principal Balance of the Mortgage Loans and (ii) 12. For any Distribution Date and the Class M-7 and Class M-8 Certificates will be a per annum rate equal to the excess of (A) the weighted average of the Net Mortgage Rates of the Mortgage Loans (weighted based on their outstanding Principal Balances as of the first day of the calendar month preceding the month in which the Distribution Date occurs), over (B) an amount, expressed as a per annum rate, equal to the sum of (x) the product of (i) any Net Swap Payment owed to the Swap Provider divided by the outstanding principal balance of the Mortgage Loans and (ii) 12 and (y) the product of (i) any Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event), payable by the Supplemental Interest Trust, divided by the outstanding Principal Balance of the Mortgage Loans and (ii) 12. Net WAC Rate Carryover Amount : For such class for such Distribution Date is an amount equal to the sum of (i) the excess of (x) the amount of interest such class of Certificates would have accrued on such Distribution Date had such Pass-Through Rate been the related Formula Rate, over (y) the amount of interest such class of certificates accrued for such Distribution Date at the related Net WAC Rate Cap and (ii) the unpaid portion of any related Net WAC Rate Carryover Amount from the prior Distribution Date together with interest accrued on such unpaid portion for the most recently ended Accrual Period at the Formula Rate applicable for such class for such Accrual Period. Net WAC Rate Carryover Reserve Account : The account established and maintained pursuant to Section 4.04. NIMS Insurer : Any insurer that is guaranteeing certain payments under notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Class R Certificates. NIMS Insurer Default : The continuance of any failure by the NIMS Insurer, if any, to make a required payment under the policy insuring the net interest margin securities. Nonrecoverable Advance : Any portion of an Advance previously made or proposed to be made by the Servicer or the Master Servicer, as the case may be, that, in the good faith judgment of the Servicer or the Master Servicer, will not be ultimately recoverable by the Servicer or the Master Servicer from the related Mortgagor, related Liquidation Proceeds or otherwise. Notice of Final Distribution : The notice to be provided pursuant to Section 10.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof. Notional Amount : With respect to the Class CE Interest and any Distribution Date, the aggregate Uncertificated Balance of the Middle REMIC Regular Interests for such Distribution Date. Offered Certificates : As specified in the Preliminary Statement. Officer’s Certificate : A certificate (i) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Depositor or the Master Servicer, or (ii) if provided for in this Agreement, signed by a Master Servicing Officer, as the case may be, and delivered to the Depositor, the Trustee and the Trust Administrator, as the case may be, as required by this Agreement. Opinion of Counsel : A written opinion of counsel, who may be counsel for the Depositor or the Master Servicer, including in house counsel, reasonably acceptable to the Trustee or the Trust Administrator, as applicable; provided, however, that, with respect to the interpretation or application of the REMIC Provisions, such counsel must (i) in fact be independent of the Depositor and the Master Servicer, (ii) not have any direct financial interest in the Depositor or the Master Servicer or in any affiliate of either, and (iii) not be connected with the Depositor or the Master Servicer as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. Optional Termination : The termination of the Trust created hereunder in connection with the purchase of the Mortgage Loans pursuant to Section 10.01(a) hereof. Optional Termination Date: The first date upon which the Trust is eligible to be terminated in connection with the purchase of the Mortgage Loans pursuant to Section 10.01(a) hereof. Original Certificate Principal Balance : The Certificate Principal Balance of the Class A Certificates, the Mezzanine Certificates or the Class P Certificates on the Closing Date. Original Subordinate Principal Balance : The aggregate of the Class Principal Balances of the Subordinate Certificates as of the Closing Date. OTS : The Office of Thrift Supervision. Outstanding : With respect to the Certificates as of any date of determination, all Certificates theretofore executed and authenticated under this Agreement except: (a) Certificates theretofore canceled by the Trust Administrator or delivered to the Trust Administrator for cancellation; and (b) Certificates in exchange for which or in lieu of which other Certificates have been executed and delivered by the Trust Administrator pursuant to this Agreement. Outstanding Mortgage Loan : As of any Due Date, a Mortgage Loan with a Principal Balance greater than zero that was not the subject of a Principal Prepayment in Full prior to such Due Date and that did not become a Liquidated Mortgage Loan prior to such Due Date. Overcollateralization Amount : For any Distribution Date is an amount equal to the excess, if any, of (i) the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over (ii) the sum of the aggregate Certificate Principal Balance of the Class A Certificates, the Mezzanine Certificates and the Class P Certificates as of such Distribution Date (after giving effect to distributions of the Principal Distribution Amount to be made on such Distribution Date). Overcollateralization Target Amount : With respect to any Distribution Date, (i) prior to the Stepdown Date, an amount equal to 6.15%% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date plus the cumulative Reverse Turbo Available Net Monthly Excess Cashflow distributed to the Class M-8 Certificates to date, (ii) on or after the Stepdown Date provided a Trigger Event is not in effect, the greater of (a) 12.30% of the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received, and unscheduled collections of principal received during the related Prepayment Period) plus the cumulative Reverse Turbo Available Net Monthly Excess Cashflow distributed to the Class M-8 Certificates to date and (b) $1,615,272 or (iii) on or after the Stepdown Date and if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately preceding Distribution Date. Notwithstanding the foregoing, on and after any Distribution Date following the reduction of the aggregate Certificate Principal Balance of the Class A Certificates and Mezzanine Certificates to zero, the Overcollateralization Target Amount shall be zero. Overcollateralization Target Maintenance Amoun t: With respect to any Distribution Date, the amount, if any, by which the Overcollateralization Target Amount for such Distribution Date exceeds the Overcollateralization Amount for such Distribution Date (after giving effect to distributions in respect of the Principal Remittance Amount on such Distribution Date but before giving effect to any other distributions on the Offered Certificates in reduction of the their respective Certificate Principal Balances on such Distribution Date). Overcollateralization Target Release Amount : With respect to any Distribution Date, the lesser of (x) the Principal Remittance Amount for such Distribution Date and (y) the excess, if any, of (i) the Overcollateralization Amount for such Distribution Date (assuming that 100% of the Principal Remittance Amount is applied as a principal payment on such Distribution Date and without giving effect to any other distributions on the Offered Certificates in reduction of their respective Certificate Principal Balances on such Distribution Date) over (ii) the Overcollateralization Target Amount for such Distribution Date. Ownership Interest : As to any Residual Certificate, any ownership 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. Par Call Price : With respect to each Mortgage Loan (not including REO Properties) to be purchased pursuant to Section 10.01(a) hereof, 100% of the unpaid principal balance of such Mortgage Loan, plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate. Pass-Through Rate : For any interest bearing Class of Certificates, the per annum rate set forth or calculated in the manner described in the Preliminary Statement. PCAOB : The Public Company Accounting Oversight Board. Percentage Interest : As to any Certificate, the percentage interest evidenced thereby in distributions required to be made on the related Class, such percentage interest being set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class. Permitted Investments : At any time, any one or more of the following obligations and securities: (a) obligations of the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States; (b) general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings, by any Rating Agency, then assigned to any of the Certificates; (c) commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of any Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings, by any Rating Agency, then assigned to any of the Certificates; (d) certificates of deposit, demand or time deposits, or bankers’ acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or long term unsecured debt obligations of such depository institution or trust company are then rated in one of the two highest long-term and the highest short-term ratings of each Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the ratings, by any Rating Agency, then assigned to any of the Certificates; (e) demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that such deposits are fully insured by the FDIC and are then rated in the highest long-term and the highest short-term ratings of each Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the ratings, by any Rating Agency, to any of the Certificates; (f) guaranteed reinvestment agreements issued by any bank, insurance company or other corporation containing, at the time of the issuance of such agreements, such terms and conditions as will not result in the downgrading or withdrawal of the ratings, by any Rating Agency, then assigned to any of the Certificates; (g) repurchase obligations with respect to any security described in subclauses (a) and (b) above, in either case entered into with a depository institution or trust company (acting as principal) described in subclause (d) above; (h) securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof which, at the time of such investment, have the highest rating of each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings, by any Rating Agency, then assigned to the of the Certificates, as evidenced by a signed writing delivered by each Rating Agency; (i) units of a taxable money-market portfolio having the highest available long-term rating assigned by each Rating Agency at the time of such investment and restricted to obligations issued or guaranteed by the United States of America or entities whose obligations are backed by the full faith and credit of the United States of America and repurchase agreements collateralized by such obligations; (j) any mutual fund, money market fund, common trust fund or other pooled investment vehicle, the assets of which are limited to instruments that otherwise would constitute Permitted Investments hereunder, including any such fund that is managed by the Trust Administrator or Master Servicer or any affiliate of the Trust Administrator or Master Servicer or for which the Trust Administrator or Master Servicer or any affiliate of the Trust Administrator or Master Servicer acts as an adviser as long as such fund is rated in at least the highest rating category by each Rating Agency (if so rated by such Rating Agency); and (k) such other investments bearing interest or sold at a discount acceptable to each Rating Agency as will not result in the downgrading or withdrawal of the ratings, by any Rating Agency, then assigned to any of the Certificates, as evidenced by a signed writing delivered by each Rating Agency; provided that no such instrument shall be a Permitted Investment if such instrument evidences the right to receive interest only payments with respect to the obligations underlying such instrument. Permitted Transferee : Any Person other than (i) the United States, any State or political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government, international organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in section 521 of the Code) which is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in section 860E(c)(l) of the Code) with respect to any Residual Certificate, (iv) rural electric and telephone cooperatives described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a citizen or resident of the United States, a corporation, partnership (except as provided in applicable Treasury Regulations), or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia, an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of the Trust and one or more Persons described in this clause (v) have the authority to control all substantial decisions of the Trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 which are eligible to elect to be treated as United States persons) unless such Person has furnished the transferor and the Trust Administrator with a duly completed Internal Revenue Service Form W-8ECI or any applicable successor form, (vi) any Person with respect to whom income on any Residual Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other Person and (vii) any other Person so designated by the Depositor based upon an Opinion of Counsel that the Transfer of an Ownership Interest in a Residual Certificate to such Person may cause any REMIC hereunder to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States,” “State” and “international organization” shall have the meanings set forth in section 7701 of the Code or successor provisions. A corporation will not be treated as an instrumentality of the United States or of any State or political subdivision thereof for these purposes if all of its activities are subject to tax and, with the exception of Freddie Mac, a majority of its board of directors is not selected by such government unit. Person : Any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government, or any agency or political subdivision thereof. Physical Certificate : As specified in the Preliminary Statement. Pledge Instruments : With respect to each Cooperative Mortgage Loan, the Stock Power, the Assignment of Proprietary Lease and the Security Agreement. Pool Balance : The aggregate of the Principal Balances of the Mortgage Loans. Prepayment Interest Excess: With respect to any Distribution Date and each Mortgage Loan as to which a principal prepayment in full that was applied during the portion of the related Prepayment Period commencing on the first day of the calendar month in which the Distribution Date occurs and ending on the last day of the related Prepayment Period, an amount equal to interest on the Mortgage Loan at the applicable Mortgage Rate on the amount of such principal prepayment for the number of days commencing on the first day of the calendar month in which such Distribution Date occurs and ending on the date on which such prepayment is so applied. Prepayment Interest Shortfall : As to any Distribution Date and each Mortgage Loan as to which a principal prepayment in full that was applied during the portion of the related Prepayment Period commencing on the first day of the related Prepayment Period and ending on the last day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to interest on the Mortgage Loan at the applicable Mortgage Rate on the amount of such principal prepayment for the number of days commencing on the date such principal prepayment was applied and ending on the last day of the calendar month preceding the month in which such Distribution Date occurs. Prepayment Period : As to any Distribution Date and any principal prepayment in full is the period commencing on the sixteenth day of the calendar month immediately preceding the related Distribution Date (except, in the case of the first Distribution Date, commencing on the Cut-off Date) and ending on the fifteenth day of calendar month in which such Distribution Date occurs. As to any Distribution Date and any principal prepayment in part is the calendar month preceding the month in which such Distribution Date occurs. Primary Insurance Policy : Each policy of primary mortgage guaranty insurance or any replacement policy therefor with respect to any Mortgage Loan. Principal Balance : As to any Mortgage Loan and any Distribution Date, the unpaid principal balance of such Mortgage Loan as of the Due Date in the month preceding the month in which such Distribution Date occurs, as specified in the amortization schedule at the time relating thereto (before any adjustment to such amortization schedule by reason of any moratorium or similar waiver or grace period) after giving effect to any previous partial Principal Prepayments and Liquidation Proceeds allocable to principal received during the Prepayment Period for the prior Distribution Date (other than with respect to any Liquidated Loan), and to the payment of principal due on such Due Date and irrespective of any delinquency in payment by the related Mortgagor. The Principal Balance of any Mortgage Loan that has been prepaid in full or has become a Liquidated Loan during the related Prepayment Period shall be zero. Principal Distribution Amount : With respect to any Distribution Date is the sum of (i) the Basic Principal Distribution Amount for such Distribution Date and (ii) the Overcollateralization Target Maintenance Amount for such Distribution Date. Principal Prepayment : Any payment of principal by a Mortgagor on a Mortgage Loan that is received in advance of its scheduled Due Date, excluding any prepayment penalty or premium thereon and is not accompanied by an amount representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment. Partial Principal Prepayments will be applied by the Servicer in accordance with the terms of the Servicing Agreement and in accordance with the terms of the related Mortgage Note, and to the extent the Mortgage Note does not provide otherwise, shall be applied in the Prepayment Period preceding the receipt thereof. Principal Prepayment in Full : Any Principal Prepayment made by a Mortgagor of the entire principal balance of a Mortgage Loan. Principal Remittance Amount : With respect to any Distribution Date, the sum of (i) all scheduled payments of principal collected on the Mortgage Loans by the Servicer that were due during the related Due Period, the principal portion of any Advances made with respect to such Distribution Date and, with respect to the first Distribution Date, the Initial Distribution Date Deposit Amount, (ii) the principal portion of all partial and full principal prepayments of the Mortgage Loans applied by the Servicer during such Prepayment Period, (iii) the principal portion of all related Net Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries received during such Prepayment Period with respect to the Mortgage Loans, (iv) that portion of the Purchase Price, representing principal of any repurchased Mortgage Loan, deposited to the collection account during such Prepayment Period, (v) the principal portion of any related Substitution Adjustment Amount deposited in the collection account during such Prepayment Period with respect to the Mortgage Loans and (vi) on the Distribution Date on which the trust is to be terminated in accordance with Section 10.01 of this Agreement, that portion of the Termination Price, representing principal with respect to the Mortgage Loans. Private Certificate : As specified in the Preliminary Statement. Proprietary Lease : The lease on a Cooperative Unit evidencing the possessory interest of the owner of the Cooperative Shares in such Cooperative Unit. Prospectus Supplement : The Prospectus Supplement dated February 23, 2006 relating to the Offered Certificates. Protected Account : An account established and maintained for the benefit of Certificateholders by the Servicer with respect to the Mortgage Loans and with respect to REO Property pursuant to the Servicing Agreement. Each Protected Account is required to be an Eligible Account. Purchase Price : With respect to any Mortgage Loan that is purchased by the transferor pursuant to Section 2.02 or 2.03 hereof, a price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus all accrued and unpaid interest thereon, computed at the Mortgage Rate through the end of the calendar month in which the purchase is effected, plus any costs and damages incurred by the Trust in connection with any violation by such Mortgage Loan of any predatory or abusive lending law. Qualified Insurer : A mortgage guaranty insurance company duly qualified as such under the laws of the state of its principal place of business and each state having jurisdiction over such insurer in connection with the insurance policy issued by such insurer, duly authorized and licensed in such states to transact a mortgage guaranty insurance business in such states and to write the insurance provided by the insurance policy issued by it, approved as a Fannie Mae approved mortgage insurer and having a claims paying ability rating of at least “AA” or equivalent rating by a nationally recognized statistical rating organization. Any replacement insurer with respect to a Mortgage Loan must have at least as high a claims paying ability rating as the insurer it replaces had on the Closing Date. Qualified Mortgage Insurer : Any mortgage insurer that is Fannie Mae and Freddie Mac approved. Rating Agency : Each of the Rating Agencies specified in the Preliminary Statement. If any such organization or a successor is no longer in existence, “Rating Agency” shall be such nationally recognized statistical rating organization, or other comparable Person, as is designated by the Depositor, notice of which designation shall be given to the Trustee and the Trust Administrator. References herein to a given rating category of a Rating Agency shall mean such rating category without giving effect to any modifiers. Realized Loss : With respect to each Mortgage Loan that is a Liquidated Mortgage Loan, an amount (not less than zero or more than the Principal Balance of the Mortgage Loan) as of the date of such liquidation, equal to (i) the unpaid Principal Balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus (ii) interest at the Net Mortgage Rate from the Due Date as to which interest was last paid or advanced (and not reimbursed) to Certificateholders up to the Due Date in the month in which Liquidation Proceeds are required to be distributed on the Principal Balance of such Liquidated Mortgage Loan from time to time, minus (iii) the Liquidation Proceeds, if any, received during the month in which such liquidation occurred, to the extent applied as recoveries of interest at the Net Mortgage Rate and to principal of the Liquidated Mortgage Loan. With respect to each Mortgage Loan which has become the subject of a Deficient Valuation, if the principal amount due under the related Mortgage Note has been reduced, the difference between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation. Recognition Agreement : An Agreement among a Cooperative Corporation, a lender and a Mortgagor with respect to a Cooperative Mortgage Loan whereby such parties (i) acknowledge that such lender may make, or intends to make, such Cooperative Mortgage Loan, (ii) make certain agreements with respect to such Cooperative Mortgage Loan. Record Date : With respect to any Distribution Date and any Class of Fixed Rate Certificates or Physical Certificates, the close of business on the last Business Day of the month preceding the month in which such Distribution Date occurs. With respect to any Distribution Date and any Class of Floating Rate Certificates held in Book-Entry Form, the last Business Day immediately preceding such Distribution Date. Refinancing Mortgage Loan : Any Mortgage Loan originated in connection with the refinancing of an existing mortgage loan. Regular Certificates : Each Class of Certificates, other than the Class R 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. Relevant Servicing Criteria : The Servicing Criteria applicable to each party, as set forth on Exhibit W attached hereto. Multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect to a Servicing Function Participant engaged by any of the Master Servicer, the Trust Administrator or each Servicer, the term Relevant Servicing Criteria may refer to a portion of the Relevant Servicing Criteria applicable to such parties. Relief Act : The Servicemembers Civil Relief Act, as amended, or any comparable state or local statute (including the comparable provisions under the California Military and Veterans Code, as amended). Relief Act Reduction : With respect to any Distribution Date and any Mortgage Loan as to which there has been a reduction in the amount of interest collectible thereon for the most recently ended calendar month as a result of the application of the Relief Act, the amount, if any, by which (i) interest collectible on such Mortgage Loan for the most recently ended calendar month is less than (ii) interest accrued thereon for such month pursuant to the Mortgage Note. REMIC : A “real estate mortgage investment conduit” within the meaning of section 860D of the Code. REMIC Change of Law : Any proposed, temporary or final regulation, revenue ruling, revenue procedure or other official announcement or interpretation relating to REMICs and the REMIC Provisions issued after the Closing Date. REMIC Net Funds Cap : For any Distribution Date (and the related Accrual Period) and any Class of Certificates, an amount equal to (i) the weighted average of the interest rates on the interests in the Middle REMIC (other than any interest-only regular interest), weighted in proportion to their Class Principal Amounts as of the beginning of the related Accrual Period, multiplied, in the case of the LIBOR Certificates, by (ii) an amount equal to (a) 30, divided by (b) the actual number of days in the Accrual Period. REMIC Provisions : Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations promulgated thereunder, as foregoing may be in effect from time to time as well as provisions of applicable state laws. REMIC Swap Rate : For each Distribution Date (and the related Accrual Period), a per annum rate equal to the product of: (i) a fraction, the numerator of which is the “Fixed Swap Payment” under the Interest Rate Swap Agreement for such Distribution Date, as set forth in Schedule III hereto multiplied by 12, and the denominator of which is the product of (a) the Base Calculation Amount for such Distribution Date, as is also set forth in Schedule III hereto, and (b) 250 and (ii) 2. REO Property : A Mortgaged Property acquired by the Trust Fund through foreclosure, deed-in-lieu of foreclosure, repossession or otherwise in connection with a defaulted Mortgage Loan. Reportable Event : As defined in Section 9.12. Required Insurance Policy : With respect to any Mortgage Loan, any insurance policy that is required to be maintained from time to time under the applicable Servicing Agreement. Residual Certificates : The Class R Certificates. Residual Interests : As specified in the Preliminary Statement. Responsible Officer : When used with respect to the Trustee or the Trust Administrator, any Director, any Managing Director, any Associate, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, any Trust Officer or any other officer of the Trustee or Trust Administrator, as applicable, customarily performing functions similar to those performed by any of the above designated officers having direct responsibility for the administration of this Agreement and also to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with the particular subject. Reverse Turbo Available Net Monthly Excess Cashflow : For any Distribution Date is equal to the Net Monthly Excess Cashflow remaining after taking into account the distributions made pursuant to Section 4.01(a) and 4.01(b)(i) – (iv) of this Agreement. S&P : Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto. If S&P is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 11.05(b), the address for notices to S&P shall be Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041, Attention: Residential Mortgage Monitoring Group, or such other address as S&P may hereafter furnish to each other party to this Agreement. Sarbanes-Oxley Act : The Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff). Sarbanes-Oxley Certification : As defined in Section 9.12. Scheduled Payment : The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan which, unless otherwise specified herein, shall give effect to any related Debt Service Reduction and any Deficient Valuation that affects the amount of the monthly payment due on such Mortgage Loan. Securities Act : The Securities Act of 1933, as amended. Security Agreement : With respect to a Cooperative Mortgage Loan, the agreement or mortgage creating a security interest in favor of the originator of the Cooperative Mortgage Loan in the related Cooperative Shares. Senior Certificates : As specified in the Preliminary Statement. Senior Principal Distribution Amount : An amount equal to the excess of (x) the Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 33.30% and (ii) the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess of the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over $1,615,272. Servicer : Irwin. Servicer Remittance Date : With respect to any Distribution Date, the 21st day of the month in which such Distribution Date occurs, or if such 21st day is not a Business Day, the first Business Day immediately preceding such 21st day. Servicing Advances : All customary, reasonable and necessary “out of pocket” costs and expenses incurred in the performance by the Master Servicer of its master servicing obligations or the Servicer, as the case may be, of its servicing obligations. Servicing Agreement : The Irwin Servicing Agreement, as modified by the Assignment Agreement. Servicing Criteria : The “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time. Servicing Fee : As to each Mortgage Loan and any Distribution Date, an amount payable out of each full payment of interest received on such Mortgage Loan and equal to one twelfth of the Servicing Fee Rate multiplied by the Principal Balance of such Mortgage Loan as of the Due Date in the month immediately preceding the month in which such Distribution Date occurs (after giving effect to any Scheduled Payments due on such Mortgage Loan on such Due Date). Servicing Fee Rate : 0.500% per annum. Servicing Function Participant : Any Subservicer, Subcontractor or any other Person, other than the Servicer, the Master Servicer and the Trust Administrator, that is participating in the servicing function within the meaning of Regulation AB, unless such Person’s activities relate only to 5% or less of the Mortgage Loans (calculated by Aggregate Pool Principal Balance). Standard & Poor’s Glossary : The current Standard & Poor’s LEVELS® Glossary, as may be in effect from time to time. Startup Day : The Closing Date. Stepdown Date : The earlier to occur of (i) the Distribution Date on which the Class Principal Balance of the Class A Certificates is reduced to zero and (ii) the later to occur of (x) the Distribution Date occurring in March 2009 and (y) the first Distribution Date on which the Credit Enhancement Percentage (calculated for this purpose only after taking into account distributions of principal on the Mortgage Loans but prior to distribution of the Principal Distribution Amount) for the Class A Certificates is greater than or equal to 66.70%. Stock Power : With respect to a Cooperative Mortgage Loan, an assignment of the stock certificate or an assignment of the Cooperative Shares issued by the Cooperative Corporation. Subcontractor : Any outsourcer that performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to more than 5% but less than 10% of the Mortgage Loans under the direction or authority of the Master Servicer, the Trust Administrator, the Custodian or the Servicer (measured by Aggregate Pool Principal Balance of the Mortgage Loans, annually at the commencement of the calendar year prior to the year in which an Assessment of Compliance is required to be delivered, multiplied by a fraction, the numerator of which is the number of months during which such Subcontractor performs such discrete functions and the denominator of which is 12, or, in the case of the year in which the Closing Date occurs, the number of months elapsed in such calendar year). Subservicer : Any Person that (a) services Mortgage Loans on behalf of the Servicer pursuant to a subservicing agreement and is responsible for the performance of the material servicing functions required to be performed by the Servicer under the Servicing Agreement that are identified in Item 1122(d) of Regulation AB with respect to 10% or more of the Mortgage Loans under the direction or authority of the Servicer (measured by Aggregate Pool Principal Balance of the Mortgage Loans, annually at the commencement of the calendar year prior to the year in which an Assessment of Compliance is required to be delivered, multiplied by a fraction, the numerator of which is the number of months during which such Subservicer services the related Mortgage Loans and the denominator of which is 12, or, in the case of the year in which the Closing Date occurs, the number of months elapsed in such calendar year). Subordinate Certificates : The Mezzanine Certificates and the Class CE Certificates. Subsequent Recoveries : Unanticipated amounts received on a liquidated Mortgage Loan the absence of which resulted in a Realized Loss in a prior month. If Subsequent Recoveries are received, they will be included (net of any amounts due the Servicer) as part of the Principal Remittance Amount for the following Distribution Date and distributed in accordance with the priorities described herein. In addition, after giving effect to all distributions on a Distribution Date, if any Allocated Realized Loss Amounts are outstanding, the Allocated Realized Loss Amount for the class of Mezzanine Certificates then outstanding with the highest distribution priority will be decreased by the amount of such Subsequent Recoveries until reduced to zero (with any remaining Subsequent Recoveries applied to reduce the Allocated Realized Loss Amount of the class with the next highest distribution priority), and the Certificate Principal Balance of such class or classes of Mezzanine Certificates will be increased by the same amount. Thereafter, such class or classes of Mezzanine Certificates will accrue interest on the increased Certificate Principal Balance. Subsidiary REMIC : As specified in the Preliminary Statement. Subsidiary REMIC Regular Interest : As specified in the Preliminary Statement. Substitution Adjustment Amount : With respect to any Mortgage Loan that is purchased by the originator is an amount equal to the excess of the Principal Balance of the related Deleted Mortgage Loan over the Principal Balance of such Eligible Substitute Mortgage Loan pursuant to Section 2.03. Supplemental Interest Trust : A trust created pursuant to Section 4.05 of this Agreement, separate from the Trust, the corpus of which shall be held by the Trust Administrator, in trust, for the benefit of the holders of the Class A Certificates and the Mezzanine Certificates. Swap Account : A segregated trust account established and maintained by the Trust Administrator pursuant to Section 4.06 of this agreement in which payments owed to or received from, the Swap Provider will be deposited. Swap Administration Agreement : The agreement among Wells Fargo in its capacity as Swap Administrator and the Transferor pursuant to which the Interest Rate Swap Agreement will be administered. Swap Administrator : Wells Fargo or any successor Swap Administrator appointed pursuant to the Swap Administration Agreement. Swap Default : An Event of Default under the Interest Rate Swap Agreement. Swap Early Termination : The occurrence of an Early Termination Date (as defined in the Interest Rate Swap Agreement) under the Interest Rate Swap Agreement. Swap Interest Shortfall Amount : Any shortfall of interest with respect to any Class of Certificates resulting from the application of the Net WAC Pass-Through Rate due to a discrepancy between the Uncertificated Notional Amount of the Class SWAP-IO Interest and the scheduled notional amount pursuant to the Swap Administration Agreement. Swap LIBOR : A per annum rate equal to the floating rate payable by the Swap Provider under the Swap Agreement. Swap Provider : Bear Stearns Financial Products, Inc. Swap Provider Trigger Event : A Swap Termination Payment that is triggered upon: (i) an Event of Default under the Interest Rate Swap Agreement with respect to which the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party (as defined in the Interest Rate Swap Agreement) or (iii) an “Additional Termination Event” (as defined in the Interest Rate Swap Agreement) under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party. Swap Termination Payment : The amount, if any, owed by the supplemental interest trust or the Swap Provider upon a Swap Early Termination. Tax Matters Person : In the case of each REMIC created by this Agreement, the person designated as “tax matters person” in the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1 for such REMIC. Termination Event : Under the Interest Rate Swap Agreement, the following standard events under the ISDA Master Agreement: · “Illegality” (which generally relates to changes in law causing it to become unlawful for either party to perform its obligations under the Interest Rate Swap Agreement), · “Tax Event” (which generally relates to either party to the Interest Rate Swap Agreement receiving a payment under the Interest Rate Swap Agreement from which an amount has been deducted or withheld for or on account of taxes) and · “Tax Event Upon Merger” (solely with respect to the Swap Provider as merging party) (which generally relates to the Swap Provider’s receiving a payment under the Interest Rate Swap Agreement from which an amount has been deducted or withheld for or on account of taxes resulting from a merger), as described in Sections 5(b)(i), 5(b)(ii) and 5(b)(iii) of the ISDA Master Agreement. In addition, there are “Additional Termination Events” (as defined in the Interest Rate Swap Agreement) including if the Supplemental Interest Trust or the Trust should terminate, if this Agreement or other transaction documents are amended or modified without the prior written consent of the Swap Provider where written consent is required or if, pursuant to the terms of Section 10.01(a) of this Agreement, the Master Service at the direction of the majority holder of the Class CE Certificates or the NIMS Insurer, if any, exercises its option to purchase the Mortgage Loans. With respect to the Swap Provider, an Additional Termination Event will occur if the Swap Provider fails to comply with the Downgrade Provisions. Termination Price : As defined in Section 10.01. Transfer : Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate. Transferor : UBS Real Estate Securities Inc., a Delaware corporation, seller of the Mortgage Loans to the Depositor pursuant to the Mortgage Loan Purchase Agreement. Trigger Event : A Trigger Event is in effect with respect to any Distribution Date on or after the Stepdown Date if: (a) the Delinquency Percentage exceeds 11% of the Credit Enhancement Percentage for the Senior Certificates; or (b) the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Due Period (reduced by the aggregate amount of Subsequent Recoveries received since the Cut-off Date through the last day of the related Due Period) divided by the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date exceeds the applicable percentages set forth below with respect to such Distribution Date:
Trust : As defined in Section 2.01(c). Trust Administrator : Wells Fargo Bank, N.A., a national banking association, and its successors and assigns, in its capacity as Trust Administrator hereunder. Trust Administrator Compensation : All investment earnings on amounts on deposit in the Distribution Account. Trust Collateral: As defined in Section 10.01. Trust Fund : The corpus of the trust created hereunder consisting of: (a) the Mortgage Loan Purchase Agreement and the Servicing Agreement solely as the Servicing Agreement relates to the Mortgage Loans being serviced by the Servicer (other than those rights under the Servicing Agreement that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by the Servicer (with respect to the Mortgage Loans sold to the Transferor) and the document delivery requirements of the Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements); (b) the Mortgage Loans and all interest and principal received on or with respect thereto after the Cut-off Date to the extent not applied in computing the Cut-off Date Principal Balance thereof; (c) the Collection Account and the Distribution Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement; (d) property that secured a Mortgage Loan and has been acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; and (e) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing. Trustee : JPMorgan Chase Bank, National Association, and its successors and assigns, and, if a successor trustee is appointed hereunder, such successor. UBSRES : UBS Real Estate Securities Inc., and its successors and assigns. Underwriter’s Exemption : Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as amended (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor. Unpaid Interest Shortfall Amount : For each class of Class A Certificates and Mezzanine Certificates and the first Distribution Date, zero, and with respect to each Class of Class A Certificates and Mezzanine Certificates and any Distribution Date after the first Distribution Date, the amount, if any, by which (a) the sum of (1) the Monthly Interest Distributable Amount for such Class for the immediately preceding Distribution Date and (2) the outstanding Unpaid Interest Shortfall Amount, if any, for such Class for such preceding Distribution Date exceeds (b) the aggregate amount distributed on such Class in respect of interest pursuant to clause (a) of this definition on such preceding Distribution Date, plus interest on the amount of interest due but not paid on the Certificates of such Class on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate for such Class for the related Accrual Period. Voting Rights : The portion of the voting rights of all of the Certificates which is allocated to any Certificate. With respect to any date of determination, 98% of all Voting Rights will be allocated among the holders of the Class A Certificates, the Mezzanine Certificates and the Class CE Certificates in proportion to the then outstanding Certificate Principal Balances of their respective Certificates, 1% of all Voting Rights will be allocated to the holders of the Class P Certificates and 1% of all Voting Rights will be allocated among the holders of the Residual Certificates. The Voting Rights allocated to each Class of Certificate shall be allocated among Holders of each such Class in accordance with their respective Percentage Interests as of the most recent Record Date. Wells Fargo : Wells Fargo Bank, N.A., and its successors and assigns in its capacity as Master Servicer, Trust Administrator or Custodian, as the case may be, hereunder. Section 1.02 Certain Calculations . Unless otherwise specified herein, for purposes of determining amounts with respect to the Certificates and the rights and obligations of the parties hereto, all calculations of interest for the Fixed Rate Certificates (other than as provided in the Mortgage Loan documents) provided for herein shall be made on the basis of a 360-day year consisting of twelve 30 day months and all calculations of interest for the Floating Rate Certificates (other than as provide din the Mortgage Loan documents) provided for herein shall be made on the basis of the actual number of days in a year assumed to consist of 360 days. Section 1.03 Rights of the NIMS Insurer. Each of the rights of the NIMS Insurer set forth in this Agreement shall exist so long as (i) the NIMS Insurer has undertaken to guarantee certain payments of notes issued pursuant to the Indenture and (ii) the notes issued pursuant to the Indenture remain outstanding or the NIMS Insurer is owed amounts in respect of its guarantee of payment on such notes; provided, however, the NIMS Insurer shall not have any rights hereunder (except pursuant to Section 11.01 and any rights to indemnification hereunder in the case of clause (ii) below) so long as (i) the NIMS Insurer has not undertaken to guarantee certain payments of notes issued pursuant to the Indenture or (ii) any default has occurred and is continuing under the insurance policy issued by the NIMS Insurer with respect to such notes.
ARTICLE
II Section 2.01 Conveyance of Mortgage Loans . (a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Trust Fund. In addition, on or prior to the first Distribution Date, the Depositor will cause the Initial Distribution Date Deposit Amount to be deposited in the Distribution Account. In connection with the foregoing assignments, the Transferor has caused the Servicer to enter into the Assignment Agreement. (i) In connection with the transfer and assignment set forth in clause (a) above, the Depositor has delivered or caused to be delivered to the Custodian, on behalf of the Trustee, for the benefit of the Certificateholders the following documents or instruments with respect to each Mortgage Loan that is not a Cooperative Mortgage Loan so assigned: (A) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: “Pay to the order of ___________ without recourse,” with all intervening endorsements showing a complete chain of endorsement from the originator to the Person endorsing the Mortgage Note (each such endorsement being sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note); or, with respect to any Lost Mortgage Note, a lost note affidavit from the related originator or the Transferor stating that the original Mortgage Note was lost or destroyed, together with a copy of such Mortgage Note; (B) except as provided below, the original recorded Mortgage or a copy of such Mortgage certified by the related originator as being a true and complete copy of the Mortgage; (C) a duly executed assignment of the Mortgage (which may be included in a blanket assignment or assignments), endorsed in the following form: “JPMorgan Chase Bank, N.A., in trust for the MASTR Second Lien Trust 2006-1 for the benefit of the Holders of the Mortgage Pass-Through Certificates, Series 2006-1” together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office; (D) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (E) except as provided below, the original or duplicate original lender’s title policy and all riders thereto. (ii) In connection with the transfer and assignment set forth in clause (a) above, the Depositor has delivered or caused to be delivered to the Custodian, on behalf of the Trustee, for the benefit of the Certificateholders the following documents or instruments with respect to each Cooperative Mortgage Loan so assigned: (A) the Cooperative Shares, together with the Stock Power in blank; (B) the executed Security Agreement; (C) the executed Proprietary Lease and the Assignment of Proprietary Lease to the originator of the Cooperative Mortgage Loan; (D) the executed Recognition Agreement; (E) copies of the original Financing Statement, and any continuation statements, filed by the originator of such Cooperative Mortgage Loan as secured party, each with evidence of recording thereof, evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary Lease; (F) copies of the filed UCC assignments or amendments of the security interest referenced in clause (v) above showing an unbroken chain of title from the originator to the Trust, each with evidence of recording thereof, evidencing the interest of the assignee under the Security Agreement and the Assignment of Proprietary Lease; (G) an executed assignment of the interest of the originator in the Security Agreement, the Assignment of Proprietary Lease and the Recognition Agreement, showing an unbroken chain of title from the originator to the Trust; and (H) for any Cooperative Mortgage Loan that has been modified or amended, the original instrument or instruments effecting such modification or amendment. Notwithstanding the foregoing, if any Mortgage has been recorded in the name of Mortgage Electronic Registration System, Inc. (“MERS”) or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall enforce the obligations of the Servicer under the Servicing Agreement to cause the Trustee to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. If in connection with any Mortgage Loan the Depositor cannot deliver (a) the original recorded Mortgage, (b) all interim recorded assignments or (c) the lender’s title policy (together with all riders thereto) satisfying the requirements of clause (b)(i)(B), (C) or (E) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office in the case of clause (b)(i)(B) or (C) above, or because the title policy has not been delivered to either the Custodian or the Depositor by the applicable title insurer in the case of clause (b)(i)(E) above, the Depositor shall promptly deliver to the Custodian, in the case of clause (b)(i)(B) or (C) above, such original Mortgage or such interim assignment, as the case may be, with evidence of recording indicated thereon upon receipt thereof from the public recording office, or a copy thereof, certified, if appropriate, by the relevant recording office, but in no event shall any such delivery of the original Mortgage and each such interim assignment or a copy thereof, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date, or, in the case of clause (b)(i)(E) above, no later than 120 days following the Closing Date; provided , however , in the event the Depositor is unable to deliver by such date each Mortgage and each such interim assignment by reason of the fact that any such documents have not been returned by the appropriate recording office, or, in the case of each such interim assignment, because the related Mortgage has not been returned by the appropriate recording office, the Depositor shall deliver such documents to the Custodian as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Depositor shall forward or cause to be forwarded to the Custodian (a) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (b) any other documents required to be delivered by the Depositor to the Custodian. In the event that the original Mortgage is not delivered and in connection with the payment in full of the related Mortgage Loan and the public recording office requires the presentation of a “lost instruments affidavit and indemnity” or any equivalent document, because only a copy of the Mortgage can be delivered with the instrument of satisfaction or reconveyance, the Custodian shall execute and deliver or cause to be executed and delivered such a document to the public recording office. In the case where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, the Transferor shall deliver to the Custodian a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. As promptly as practicable subsequent to such transfer and assignment, set forth in clause (a) above and in any event, within ninety (90) days thereafter, the Custodian shall affix the Trustee’s name to each assignment of Mortgage, as the assignee thereof, and, subject to Section 2.02, the Master Servicer shall enforce the obligations of the Servicer pursuant to the Servicing Agreement to (i) cause such assignment to be in proper form for recording in the appropriate public office for real property records and (ii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignments of Mortgage as to which the Servicer has not received the information required to prepare such assignment in recordable form, the Servicer’s obligation to do so and to deliver the same for such recording shall be as soon as practicable after receipt of such information and in any event within ninety (90) days after receipt thereof and except that the Servicer need not cause to be recorded any assignment which relates to a Mortgage Loan (a) in any state where, in an Opinion of Counsel addressed to the Trustee, such recording is not required to protect the Trustee’s interests in the Mortgage Loan against the claim of any subsequent transferee or any successor to or creditor of the Depositor or the Transferor, (b) in any state where recordation is not required by either Rating Agency to obtain the initial ratings on the Certificates set forth in the Prospectus Supplement or (c) with respect to any Mortgage which has been recorded in the name of MERS, or its designee. In the case of Mortgage Loans that have been prepaid in full as of the Closing Date, the Depositor, in lieu of delivering the above documents to the Master Servicer on behalf of the Trustee, will deposit in the Collection Account the portion of such payment that is required to be deposited in the Collection Account pursuant to Section 3.07 hereof. (b) The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust (the “Trust”) to be known, for convenience, as “MASTR Second Lien Trust 2006-1” and JPMorgan Chase Bank, N.A. is hereby appointed as Trustee in accordance with the provisions of this Agreement. (c) [Reserved]. (d) Each of the Collection Account and Distribution Account shall at all times be an Eligible Account, provided that the Collection Account may be deemed to be a sub-account of the Distribution Account. If at any time either the Collection Account or the Distribution Account ceases to be an Eligible Account, the Master Servicer or the Trust Administrator, as applicable, shall immediately establish and maintain a new Collection Account or Distribution Account, as applicable, that is an Eligible Account, and shall immediately transfer all funds on deposit in the former Collection Account or Distribution Account, as applicable, to the new Collection Account or Distribution Account, as applicable. (e) [Reserved]. Section 2.02 Acceptance by Trustee of the Mortgage Loans . The Custodian, on behalf of the Trustee, acknowledges receipt of the documents identified in the Initial Certification issued by it in the form annexed hereto as Exhibit G and declares that it holds and will hold such related documents and the other documents delivered to it constituting the Mortgage Files, and the Custodian and Trustee together declare that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian acknowledges that it will maintain possession of the Mortgage Notes held by it in the State of Minnesota, unless otherwise permitted by the Rating Agencies and the Trustee. The Custodian agrees to execute and deliver on the Closing Date to the Depositor and the Trustee an Initial Certification in the form annexed hereto as Exhibit G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Custodian acknowledges, subject to any applicable exceptions noted on Exhibit G, that such documents appear regular on their face and relate to such Mortgage Loan. The Custodian shall be under no duty or obligation to (i) inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face or (ii) determine whether the Mortgage File should include any of the documents specified in Section 2.01(b)(i)(D) with respect to each Mortgage Loan that is not a Cooperative Mortgage Loan and Section 2.01(b)(ii)(H) with respect to each Cooperative Mortgage Loan, unless the Mortgage Loan Schedule indicates that such documents are applicable. Not later than 90 days after the Closing Date, the Custodian shall deliver to the Depositor, the Trustee and the Transferor a Final Certification in the form annexed hereto as Exhibit H, with any applicable exceptions noted thereon. The Custodian shall make available, upon request of any Certificateholder, a copy of any exceptions noted on the Initial Certification or the Final Certification. The Custodian shall make available, upon request of the Trustee, the identity of the originator for any Mortgage Loan with a material exception. If, in the course of such review, the Custodian finds any document constituting a part of a related Mortgage File which does not meet the requirements of Section 2.01, the Custodian shall list such as an exception in the Final Certification; provided , however , that the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note, (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates or (iii) the Mortgage File should include any of the documents specified in Section 2.01(b)(i)(D) with respect to each Mortgage Loan that is not a Cooperative Mortgage Loan and Section 2.01(b)(ii)(H) with respect to each Cooperative Mortgage Loan, unless the Mortgage Loan Schedule indicates that such documents are applicable. Upon receiving each Final Certification from the Custodian, the Trustee shall notify the Transferor of any document defects listed as exceptions in each such Final Certification. The Transferor shall promptly correct or cure such document defects, and if the Transferor fails to correct or cure the defect within ninety (90) days of the earlier of its discovery or its receipt of written notice from the Trustee, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Transferor shall repurchase the affected Mortgage Loan from the Trustee at the Purchase Price. Any such purchase of a Mortgage Loan shall not be effected prior to the delivery to the Custodian of a Request for Release substantially in the form of Exhibit M. The Purchase Price for any such Mortgage Loan shall be paid by the Transferor to the Master Servicer for deposit in the Collection Account on or prior to the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of such deposit, the Master Servicer shall instruct the Custodian to release, and the Custodian shall release, the related Mortgage File to the Transferor and the Trustee shall execute and deliver at the Transferor’s written request such instruments of transfer or assignment prepared by the Transferor, in each case without recourse, representation or warranty, as shall be necessary to vest in the Transferor, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. The Transferor shall promptly reimburse the Master Servicer and the Trustee for any expenses reasonably incurred by the Master Servicer or the Trustee in respect of enforcing such repurchase by the Transferor. The Custodian shall retain possession and custody of each related Mortgage File in accordance with and subject to the terms and conditions set forth herein. Pursuant to the terms of the Servicing Agreement, the Master Servicer shall cause the Servicer to promptly deliver to the Custodian who shall thereupon promptly deposit within each Mortgage File, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File as come into the possession of the Servicer from time to time. It is understood and agreed that the obligations of the Transferor hereunder to purchase any Mortgage Loan which does not meet the requirements of Section 2.01 above or substitute for the related Mortgage Loan an Eligible Substitute Mortgage Loan shall constitute the sole remedies respecting such defect available to the Trustee, the Master Servicer, the Depositor and any Certificateholder. Section 2.03 Remedies for Breaches of Representations and Warranties . The Transferor hereby makes the representations and warranties set forth in Schedule II hereto, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date. With respect to any representation and warranties set forth on Schedule II hereto which are made to the best of the Transferor’s knowledge if it is discovered by any of the Depositor, the Master Servicer, the Transferor, the Servicer, the Trustee or the Trust Administrator that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interests of the Certificateholders therein, notwithstanding the Transferor’s lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Upon discovery by any of the parties hereto of a breach of a representation or warranty made by the Transferor pursuant to this Section 2.03 that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other parties. A breach which causes a Mortgage Loan not to constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, will be deemed automatically to materially and adversely affect the interests of the Certificateholders in such Mortgage Loan. Upon receiving notice of a breach, the Trustee shall in turn notify the Transferor of such breach. The Trustee shall enforce the obligations of the Transferor in accordance with this Section 2.03 to correct or cure any such breach of a representation or warranty made herein, and if the Transferor fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Transferor’s obligations hereunder to (i) purchase such Mortgage Loan at the Purchase Price or (ii) substitute for the related Mortgage Loan an Eligible Substitute Mortgage Loan. In each case, such Mortgage Loan (a “Deleted Mortgage Loan”) will be removed from the Trust Fund. The Transferor hereby covenants that within ninety (90) days of the earlier of its discovery or its receipt of written notice from any party of a breach of any representation or warranty made pursuant to this Section 2.03 which materially and adversely affects the interest of the Certificateholders in any Mortgage Loan, it shall cure such breach in all material respects, and if such breach is not so cured, shall, (i) if such ninety (90) day period expires prior to the second anniversary of the Closing Date, remove such Deleted Mortgage Loan from the Trust Fund and substitute in its place an Eligible Substitute Mortgage Loan or Mortgage Loans into the Trust Fund, in the manner and subject to the conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner set forth below. The Transferor shall promptly reimburse the Master Servicer, the NIMS Insurer and the Trustee for any expenses reasonably incurred by the Master Servicer, the NIMS Insurer or the Trustee in respect of enforcing the remedies for such breach by the Transferor. With respect to any Eligible Substitute Mortgage Loan or Mortgage Loans, the Transferor shall deliver to the Custodian on behalf of the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made on any day in any calendar month after the Determination Date for such month. With respect to substitutions made by the Transferor, Scheduled Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the Transferor on the next succeeding Distribution Date. For the month of substitution, distributions to Certificateholders will include the monthly payment due on any Deleted Mortgage Loan for such month and thereafter the Transferor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Custodian shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loan or Mortgage Loans and the Custodian shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such substitution, the Eligible Substitute Mortgage Loan or Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Transferor shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Mortgage Loans, as of the date of substitution, the representations and warranties made pursuant to this Section 2.03 with respect to such Mortgage Loan. Upon any such substitution and the deposit to the Collection Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Transferor and shall execute and deliver or cause the Trustee to execute and deliver at the Transferor’s direction such instruments of transfer or assignment prepared by the Transferor, without recourse, representation or warranty, as shall be necessary to vest title in the Transferor, as applicable, or its designee, the Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. For any month in which the Transferor substitutes one or more Eligible Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (if any) by which the aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate Principal Balance of all such Deleted Mortgage Loans (after application of the scheduled principal portion of the monthly payments due in the month of substitution). The amount of such shortage (the “Substitution Adjustment Amount”) plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Deleted Mortgage Loans shall be remitted by the Transferor to the Master Servicer, and the Master Servicer shall deposit such amounts received from the Transferor into the Collection Account on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. In the event that the Transferor shall have repurchased a Mortgage Loan, the Purchase Price therefor shall be deposited in the Collection Account pursuant to Section 3.07 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which the Transferor became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Purchase Price and receipt of a Request for Release in the form of Exhibit M hereto, the Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to the Transferor, and the Trustee shall execute and deliver at the Transferor’s direction such instruments of transfer or assignment prepared by the Transferor, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. It is understood and agreed that the obligation under this Agreement of the Transferor to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedies against the Transferor respecting such matters available to Certificateholders, the Master Servicer, the NIMS Insurer, the Depositor, the Trust Administrator or the Trustee on their behalf. The provisions of this Section 2.03 shall survive the conveyance and assignment of the Mortgage Files to the Trustee and the delivery of the respective Mortgage Files to the Custodian for the benefit of the Trustee and the Certificateholders. Section 2.04 Representations and Warranties of the Depositor as to the Mortgage Loans . The Depositor hereby represents and warrants to the Trustee, the Trust Administrator, the NIMS Insurer and the Master Servicer with respect to each Mortgage Loan as of the date hereof or such other date set forth herein that as of the Closing Date, and following the transfer of the Mortgage Loans to it by the Transferor, the Depositor had good title to the Mortgage Loans and the Mortgage Notes were subject to no offsets, liens, defenses or counterclaims. It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive delivery of the Mortgage Files to the Custodian. Upon discovery by the Depositor, the Transferor, the Master Servicer, the Trust Administrator, the NIMS Insurer or the Trustee of a breach of any of the foregoing representations and warranties set forth in this Section 2.04 (referred to herein as a “breach”), which breach materially and adversely affects the interest of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties hereto and to each Rating Agency. Section 2.05 Representation and Warranty of the Depositor as to the Trust. The Depositor hereby represents and warrants, for the benefit of the Swap Provider, that the Trust is a common law trust duly organized and validly existing under the laws of the state of New York. Section 2.06 Execution and Delivery of Certificates . The Trustee acknowledges the transfer and assignment to it of the Trust Fund and acknowledges the issuance of the Subsidiary and Middle REMIC Regular Interests as described in the Preliminary Statement and the Class R Certificates in exchange therefor. The Trustee further acknowledges the transfer and assignment to it of the Subsidiary and Middle REMIC Regular Interests and, concurrently with such transfer and assignment, the Trust Administrator, on its behalf, has executed, authenticated and delivered to or upon the order of the Depositor, the Certificates in authorized denominations evidencing directly or indirectly the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and the Subsidiary and Middle REMIC Regular Interests and to exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement to the best of its ability, to the end that the interests of the Holders of the Certificates may be adequately and effectively protected. Section 2.07 REMIC Matters . The Preliminary Statement sets forth the designations as “regular interests” or “residual interests” and “latest possible maturity date” for federal income tax purposes of all interests created hereby. The “Startup Day” for purposes of the REMIC Provisions shall be the Closing Date. Each REMIC’s fiscal year shall be the calendar year. Section 2.08 Covenants of the Master Servicer . The Master Servicer hereby covenants to the Depositor and the Trustee and the Custodian as follows: (a) subject to Section 3.01, the Master Servicer shall cause the Servicer to perform its obligations under the Servicing Agreement; and (b) no written information, certificate of an officer, statement furnished in writing or written report delivered to the Depositor, any affiliate of the Depositor or the Trustee and prepared by the Master Servicer pursuant to this Agreement will contain any untrue statement of a material fact or omit to state a material fact necessary to make such information, certificate, statement or report not misleading at the time provided. Section 2.09 Representations and Warranties of the Master Servicer . The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the Custodian, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Master Servicer is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary 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 hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement. (d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Fannie Mae or Freddie Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act. (e) No litigation is pending or, to the knowledge of the Master Servicer, threatened 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 master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof. (f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same. Section 2.10 Representations and Warranties of the Custodian . The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Custodian 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 Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the same.
ARTICLE
III Section 3.01 Master Servicing of Mortgage Loans . For and on behalf of the Certificateholders, the Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer its respective Mortgage Loans in accordance with the terms of the Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with this Agreement, subject to the prior two sentences, and with customary and usual standards of practice of prudent mortgage loan master servicers. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time to time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, prepare the statements specified in Section 4.03 and any other information and statements required hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Collection Account pursuant to the Servicing Agreement. In accordance with the standards of the preceding paragraph and to the extent the Servicer does not make such Advance, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.07, and further as provided in Section 3.08. The costs incurred by the Master Servicer, if any, in effecting the timely payment of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. Section 3.02 Monitoring of Servicer . (a) The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator and the Depositor the compliance by the Servicer with its duties under the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of the Servicer with regard to the Servicer’s compliance with the terms of the Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with the Servicing Agreement, or that a notice should be sent pursuant to the Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate. (b) The Master Servicer, for the benefit of the Trustee, the Trust Administrator and the Certificateholders, shall enforce the obligations of the Servicer under the Servicing Agreement, and shall, in the event that the Servicer fails to perform its obligations in accordance with the Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer thereunder and act as successor Servicer of the related Mortgage Loans or cause the Trustee to enter into a new Servicing Agreement with a successor Servicer selected by the Master Servicer; provided , however , it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action. (c) To the extent that the costs and expenses of the Master Servicer related to any termination of the Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer with respect to the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Collection Account. (d) The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing Agreement. (e) If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the Servicer. (f) To the extent a Servicer is obligated under the related Servicing Agreement to procure the consent of the Master Servicer in connection with the Servicer’s engagement of a Subservicer to perform any servicing responsibilities under the related Servicing Agreement with respect to the related Mortgage Loans, the Master Servicer will only give such consent if that Subservicer first agrees in writing with such Servicer and the Master Servicer to deliver an Annual Statement of Compliance, an Assessment of Compliance and an Accountant’s Attestation in such manner and at such times that permit that Servicer and the Master Serv |