EXECUTION COPY
MORTGAGE ASSET SECURITIZATION
TRANSACTIONS, INC.,
Depositor
UBS REAL ESTATE SECURITIES INC.,
Transferor
WELLS FARGO BANK, N.A.,
Master Servicer, Trust Administrator and Custodian
U.S. BANK NATIONAL ASSOCIATION,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 2006
MASTR ASSET BACKED SECURITIES TRUST
2006-AB1
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2006-AB1
TABLE OF CONTENTS
ARTICLE I DEFINITIONS
6
Section 1.01
Definitions.
6
Section 1.02
Certain Calculations.
44
Section 1.03
Rights of the NIMS Insurer.
45
ARTICLE II CONVEYANCE OF MORTGAGE
LOANS; REPRESENTATIONS AND
WARRANTIES
45
Section 2.01
Conveyance of Mortgage Loans.
45
Section 2.02
Acceptance by Trustee of the Mortgage
Loans.
49
Section 2.03
Remedies for Breaches of Representations
and Warranties.
51
Section 2.04
Representations and Warranties of the
Depositor as to the Mortgage Loans.
53
Section 2.05
[Reserved].
53
Section 2.06
Execution and Delivery of
Certificates.
53
Section 2.07
REMIC Matters.
54
Section 2.08
Covenants of the Master
Servicer.
54
Section 2.09
Representations and Warranties of the
Master Servicer.
54
Section 2.10
Representations and Warranties of the
Custodian.
55
ARTICLE III ADMINISTRATION AND
MASTER SERVICING OF MORTGAGE LOANS
57
Section 3.01
Master Servicing of Mortgage
Loans.
57
Section 3.02
Monitoring of Servicers.
57
Section 3.03
[Reserved].
59
Section 3.04
Rights of the Depositor and the Trustee
in Respect of the Master Servicer.
59
Section 3.05
Trustee to Act as Master
Servicer.
59
Section 3.06
Protected Accounts.
60
Section 3.07
Collection of Mortgage Loan Payments;
Collection Account; Distribution Account.
60
Section 3.08
Collection of Taxes, Assessments and
Similar Items; Escrow Accounts.
63
Section 3.09
Access to Certain Documentation and
Information Regarding the Mortgage Loans.
64
Section 3.10
Permitted Withdrawals from the Collection
Account and Distribution Account.
64
Section 3.11
[Reserved].
66
Section 3.12
[Reserved].
66
Section 3.13
[Reserved].
66
Section 3.14
Realization upon Defaulted Mortgage
Loans.
66
Section 3.15
REO Property.
66
Section 3.16
Due-on-Sale Clauses; Assumption
Agreements.
67
Section 3.17
Trustee to Cooperate; Release of Mortgage
Files.
68
Section 3.18
Documents, Records and Funds in
Possession of Master Servicer and Custodian to Be
Held for the Trustee.
68
Section 3.19
Master Servicing Compensation.
69
Section 3.20
Access to Certain
Documentation.
69
Section 3.21
Annual Statement as to
Compliance.
69
Section 3.22
Report on Assessment of Compliance and
Attestation.
70
Section 3.23
Errors and Omissions Insurance; Fidelity
Bonds.
73
ARTICLE IV DISTRIBUTIONS AND
SERVICING ADVANCES
73
Section 4.01
Advances.
73
Section 4.02
Priorities of Distribution.
73
Section 4.03
Allocation of Realized Losses.
78
Section 4.04
Distribution Date Statements to
Certificateholders.
79
Section 4.05
Net WAC Rate Carryover Reserve
Account.
82
Section 4.06
[Reserved].
83
Section 4.07
[Reserved].
83
Section 4.08
Policy Matters.
83
Section 4.09
Determination of LIBOR.
86
ARTICLE V THE
CERTIFICATES
87
Section 5.01
The Certificates.
87
Section 5.02
Certificate Register; Registration of
Transfer and Exchange of Certificates.
88
Section 5.03
Mutilated, Destroyed, Lost or Stolen
Certificates.
92
Section 5.04
Persons Deemed Owners.
93
Section 5.05
Access to List of
Certificateholders’ Names and Addresses.
93
Section 5.06
Maintenance of Office or
Agency.
93
ARTICLE VI THE DEPOSITOR, THE
MASTER SERVICER AND THE CUSTODIAN
94
Section 6.01
Respective Liabilities of the Depositor,
the Master Servicer and the Custodian.
94
Section 6.02
Merger or Consolidation of the Depositor,
the Master Servicer and the Custodian.
94
Section 6.03
Limitation on Liability of the Depositor,
the NIMS Insurer, the Transferor, the Master
Servicer, the Custodian and
Others.
94
Section 6.04
Limitation on Resignation of Master
Servicer.
95
Section 6.05
Sale and Assignment of Master Servicing
Rights.
95
Section 6.06
Fees of the Custodian.
96
ARTICLE VII DEFAULT
96
Section 7.01
Events of Default.
96
Section 7.02
Trustee to Act; Appointment of
Successor.
98
Section 7.03
Notification to
Certificateholders.
100
ARTICLE VIII CONCERNING THE
TRUSTEE
100
Section 8.01
Duties of Trustee.
100
Section 8.02
Certain Matters Affecting the
Trustee.
101
Section 8.03
Trustee Not Liable for Certificates or
Mortgage Loans.
103
Section 8.04
Trustee May Own Certificates.
103
Section 8.05
Trustee’s Fees and
Expenses.
103
Section 8.06
Eligibility Requirements for
Trustee.
104
Section 8.07
Resignation and Removal of
Trustee.
104
Section 8.08
Successor Trustee.
105
Section 8.09
Merger or Consolidation of
Trustee.
106
Section 8.10
Appointment of Co-Trustee or Separate
Trustee.
106
ARTICLE IX CONCERNING THE TRUST
ADMINISTRATOR AND THE MASTER SERVICER
107
Section 9.01
Duties of Trust Administrator.
107
Section 9.02
Certain Matters Affecting the Trust
Administrator.
108
Section 9.03
Trust Administrator Not Liable for
Certificates or Mortgage Loans.
110
Section 9.04
Trust Administrator May Own
Certificates.
110
Section 9.05
Trust Administrator’s Fees and
Expenses.
110
Section 9.06
Eligibility Requirements for Trust
Administrator.
111
Section 9.07
Resignation and Removal of Trust
Administrator.
111
Section 9.08
Successor Trust Administrator.
113
Section 9.09
Merger or Consolidation of Trust
Administrator.
114
Section 9.10
[Reserved].
114
Section 9.11
Tax Matters.
114
Section 9.12
Periodic Filings.
117
ARTICLE X TERMINATION
122
Section 10.01
Termination upon Liquidation or
Repurchase of All Mortgage Loans.
122
Section 10.02
Additional Termination
Requirements.
125
ARTICLE XI MISCELLANEOUS
PROVISIONS
126
Section 11.01
Amendment.
126
Section 11.02
Recordation of Agreement;
Counterparts.
128
Section 11.03
Governing Law.
129
Section 11.04
Intention of Parties.
129
Section 11.05
Notices.
129
Section 11.06
Severability of Provisions.
130
Section 11.07
Assignment.
131
Section 11.08
Limitation on Rights of
Certificateholders.
131
Section 11.09
Inspection and Audit Rights.
132
Section 11.10
Certificates Nonassessable and Fully
Paid.
132
Section 11.11
Third Party Rights.
132
Section 11.12
Compliance With Regulation AB.
132
SCHEDULES
Schedule I
Mortgage Loan Schedule
Schedule II
Representations and Warranties as to the
Mortgage Loans
EXHIBITS
Exhibit A:
Form of Senior 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 Residual 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 Cap Contract
Exhibit P:
Form of Policy
Exhibit Q:
Form of Assessment of
Compliance
Exhibit R:
[Reserved]
Exhibit S:
Additional Disclosure
Notification
Exhibit T:
Additional Form 10-D
Disclosure
Exhibit U:
Additional Form 10-K
Disclosure
Exhibit V:
Form 8-K Disclosure
Information
Exhibit W:
Form of Sarbanes-Oxley
Certification
Exhibit X:
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 the
custodian (in such capacity, the “Custodian”) and U.S.
BANK NATIONAL ASSOCIATION, a national 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 and the
Certificate Insurer. As provided herein, an election shall be
made that the Trust Fund (exclusive of (i) the Cap Contracts, (ii)
the right to receive and the obligation to pay Net WAC Rate
Carryover Amounts and (iii) the Net WAC Rate Carryover Reserve
Account (collectively, the “Excluded Trust Assets”)) be
treated for federal income tax purposes as comprising two real
estate mortgage investment conduits under Section 860D of the Code
(each a “REMIC” or, in the alternative the
“Subsidiary 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
A-UR and Class A-LR Certificates, represents ownership of a regular
interest in the Master REMIC for purposes of the REMIC Provisions.
In addition, each Certificate, other than the Class A-LR,
Class A-UR, Class CE and Class P Certificates, represents the right
to receive payments with respect to any Net WAC Rate Carryover
Amounts. The Class A-LR Certificate represents ownership of
the sole Class of residual interest in the Subsidiary REMIC and the
Class A-UR Certificate represents ownership of the sole Class of
residual interest in the Master REMIC for purposes of the REMIC
Provisions.
The Master 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 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”):
Subsidiary REMIC Interest
|
Subsidiary REMIC
Interest Rate
|
Initial Class
Principal Amount
|
Corresponding Class of Certificate(s)
|
|
Class LT-A-1
|
(1)
|
(2)
|
A-1
|
|
Class LT-A-2
|
(1)
|
(2)
|
A-2
|
|
Class LT-A-3A
|
(1)
|
(2)
|
A-3A
|
|
Class LT-A-3B
|
(1)
|
(2)
|
A-3B
|
|
Class LT-A-4
|
(1)
|
(2)
|
A-4
|
|
Class LT-M1
|
(1)
|
(2)
|
M-1
|
|
Class LT-M2
|
(1)
|
(2)
|
M-2
|
|
Class LT-M3
|
(1)
|
(2)
|
M-3
|
|
Class LT-M4
|
(1)
|
(2)
|
M-4
|
|
Class LT-M5
|
(1)
|
(2)
|
M-5
|
|
Class LT-M6
|
(1)
|
(2)
|
M-6
|
|
Class LT-M7
|
(1)
|
(2)
|
M-7
|
|
Class LT-M8
|
(1)
|
(2)
|
M-8
|
|
Class LT-M9
|
(1)
|
(2)
|
M-9
|
|
Class LT-Q
|
(1)
|
(3)
|
N/A
|
|
Class LT-R
|
(4)
|
(4)
|
LT-R
|
___________________________
(1)
For any Distribution
Date (and the related Accrual Period) the interest rate for each of
these interests in the Subsidiary REMIC is a per annum rate equal
to the Net WAC Rate Cap, computed without regard to the adjustment
for Class A-1 and Class A-2 Certificates.
(2)
The initial class
principal amount of this Subsidiary REMIC interest shall equal one
half of the initial Class Principal Balance for its Corresponding
Class of Certificates.
(3)
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.
(4)
The Class LT-R interest
is the sole class of residual interests in the Subsidiary REMIC.
It does not have an interest rate or a principal
balance.
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.
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) to the interests in the Subsidiary REMIC based
on the above-described interest rates , provided ,
however , that interest that accrues on the Class LT-Q
Interest shall be deferred in an amount equal to one-half of the
increase, if any, in the Overcollateralized Amount for such
Distribution Date. Any interest so deferred shall itself bear
interest at the interest rate for the Class LT-Q Interest. An
amount equal to the interest so deferred shall be distributed as
additional principal on the other interests in the Subsidiary 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 Subsidiary REMIC in the following order of
priority:
(a) First, to the Class LT-A-1, Class
LT-A-2, Class LT-A-3A, Class LT-A-3B, Class LT-A-4,
Class LT-M1, Class LT-M2, Class LT-M3, Class LT-M4, Class
LT-M5, Class LT-M6, Class LT-M7, Class LT-M8 and Class LT-M9
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 LT-Q Interests,
any remaining amounts.
On each Distribution Date, the Trust
Administrator shall distribute the Trust Prepayment Charges
collected during the preceding Prepayment Period, to the Class LT-Q
Subsidiary REMIC Regular Interest.
Master REMIC
As provided herein, the Trustee shall
elect to treat the segregated pool of assets consisting of the
Subsidiary 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-II 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.
|
|
|
Initial Aggregate
Certificate Principal Balance or Notional Amount
|
Latest Possible
Maturity Date (1)
|
|
Class A-1
|
4.7450%
(2)
|
$237,687,000
|
February 25, 2036
|
|
Class A-2
|
4.8350%
(2)
|
$149,173,000
|
February 25, 2036
|
|
Class A-3A
|
5.9100%
(2)
|
$59,127,000
|
February 25, 2036
|
|
Class A-3B
|
6.0000%
(2)
|
$35,000,000
|
February 25, 2036
|
|
Class A-4
|
5.7190%
(2)
|
$53,435,000
|
February 25, 2036
|
|
Class M-1
|
6.0000%
(2)
|
$8,969,000
|
February 25, 2036
|
|
Class M-2
|
6.0000%
(2)
|
$8,101,000
|
February 25, 2036
|
|
Class M-3
|
6.0000%
(2)
|
$5,208,000
|
February 25, 2036
|
|
Class M-4
|
6.0000%
(2)
|
$4,340,000
|
February 25, 2036
|
|
Class M-5
|
6.0000%
(2)
|
$4,340,000
|
February 25, 2036
|
|
Class M-6
|
6.0000%
(2)
|
$3,761,000
|
February 25, 2036
|
|
Class M-7
|
6.0000%
(2)
|
$3,761,000
|
February 25, 2036
|
|
Class M-8
|
6.0000%
(2)
|
$2,893,000
|
February 25, 2036
|
|
Class M-9
|
6.0000%
(2)
|
$2,892,552
|
February 25, 2036
|
|
Class CE
|
|
$5,244
|
February 25, 2036
|
|
Class P
|
N/A
(4)
|
$100
|
February 25, 2036
|
_______________
(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.
(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 $5,244, and the
right to receive distributions of such amount represents a regular
interest in the Master REMIC. The Class CE Interest shall
also comprise a notional component, which represents a regular
interest in the Master REMIC. Such component has a notional
balance that will at all times equal the aggregate of the Class
Principal Balances of the Subsidiary interests in the Subsidiary
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 Subsidiary REMIC Regular Interests
(other than any interest-only regular interest), over (ii) the
Adjusted WAC. In addition, for purposes of the REMIC
Provisions, the Class CE Certificate shall represent beneficial
ownership of the Net WAC Rate Carryover Reserve Account.
(4)
The Class P Certificate
will not accrue interest and shall be entitled to the Trust
Prepayment Charges.
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.
Senior Certificates
The Class A-1, Class A-2, Class A-3A,
Class A-3B and Class A-4 Certificates.
ERISA-Restricted Certificates
The Private Certificates, and any
Certificates that do not satisfy the applicable ratings requirement
under the Underwriter’s Exemption.
Fixed Rate Certificates
The Class A-3A, Class A-3B, Class A-4,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
Class M-7, Class M-8, and Class M-9 Certificates.
Floating Rate Certificates
The Class A-1 and Class A-2
Certificates.
Offered Certificates
The Class A-1, Class A-2, Class A-3A,
Class A-3B, Class A-4, Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
Certificates.
Mezzanine Certificates
The Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, and Class
M-9 Certificates.
Physical Certificates
The Private Certificates and the Residual
Certificates.
Private Certificates
The Class P, Class CE and Residual
Certificates.
Rating Agencies
Moody’s and S&P.
Regular Certificates
All Classes of Certificates, other than
the Residual Certificates.
Residual Certificates
The Class A-LR and Class A-UR
Certificates.
Senior Certificates
The Class A-1, Class A-2, Class A-3A,
Class A-3B and Class A-4 Certificates.
Subordinate Certificates
The Mezzanine Certificates, the Class CE
Certificates and the Residual 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
DEFINITIONS
Section 1.01
Definitions .
Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires,
shall have the following meanings:
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.
Accountant’s
Attestation : As defined
in Section 3.22(b)(i).
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 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 Subsidiary REMIC Regular Interests, weighted in proportion
to their Class Principal Balances as of the beginning of the
related Accrual Period and computed by subjecting the rate on the
Class LT-Q Interest to a cap of 0.00%, and by subjecting the rate
on each remaining Subsidiary REMIC Regular Interest to a cap that
corresponds to the Pass-Through Rate for the Corresponding Class of
Certificates, provided, however , that for each Class of
Certificates accruing interest on an actual/360 basis, 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 applicable Servicer pursuant to the related
Servicing Agreement or required to be made by the Master Servicer
with respect to any Distribution Date pursuant to Section
4.01.
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.
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 Agreements
: The following Assignment,
Assumption and Recognition Agreements, each dated as of February
28, 2006, whereby certain Servicing Agreements solely with respect
to the related Mortgage Loans were assigned to the Depositor for
the benefit of the Certificateholders and the Certificate
Insurer:
(a)
The Assignment, Assumption and
Recognition Agreement among PHH, as company, the Transferor and the
Depositor; and
(b)
The Assignment, Assumption and
Recognition Agreement among Wells Fargo, as company, the Transferor
and the Depositor.
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.
Auction Date : As defined in Section 10.01.
Auction Purchaser
: As defined in Section
10.01.
Auction Sale : As defined in Section 10.01.
Auction Sale Price
: As defined in Section
10.01.
Available Funds
: With respect to any Distribution
Date, an amount equal to the excess of (i) the sum, without
duplication, 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, (b) Net
Liquidation Proceeds, Insurance Proceeds, Principal Prepayments,
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
Auction Sale, the Auction Sale Price, over (ii) the sum of (a)
amounts reimbursable or payable to the Servicers, 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
Trust 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.
Bankruptcy Code
: The United States Bankruptcy
Reform Act of 1978, as amended.
Basic Principal Distribution
Amount : With respect to
any Distribution Date, the lesser of (a) the aggregate
Certificate Principal Balance of the Senior 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.
Beneficiary : The Trust Administrator, as agent for the
Trustee, on behalf of and for the benefit of, the Holders of the
Class A-3A Certificates.
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 the Certificate Insurer (with respect to
matters hereunder affecting the Certificate Insurer) or 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.
Cap Contracts : The cap contracts between the Trust Administrator
on behalf of the Trust and the counterparty thereunder relating to
the Class A-1 and Class A-2 Certificates in the forms attached
hereto as Exhibit O.
Cenlar : Cenlar, FSB, and its successors and assigns,
in its capacity as Servicer of the Cenlar Mortgage
Loans.
Cenlar Serviced Mortgage
Loans : The Mortgage
Loans for which Cenlar is listed as “Servicer” on the
Mortgage Loan Schedule.
Cenlar Servicing Agreement
: Solely with respect to the Cenlar
Serviced Mortgage Loans, the Servicing Agreement, dated as of
January 1, 2006 by and among the Master Servicer, UBS Real Estate
Securities Inc., as seller, and Cenlar, as servicer, as the same
may be amended from time to time.
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 Insurer
: Financial Guaranty Insurance
Company, a New York stock insurance corporation, and a direct,
wholly-owned subsidiary of FGIC Corporation, a Delaware
corporation, or any successor thereto.
Certificate Insurer Contact
Person : The officer
designated by the Master Servicer to provide information to the
Certificate Insurer pursuant to Section 4.07(i).
Certificate Insurer Default
: The occurrence and continuance of
any one of the following: (a) the Certificate Insurer fails to make
a payment required under the Policy in accordance with its terms;
(b) the Certificate Insurer (i) files any petition or commences any
case or any suit in equity, action at law, or other judicial or
administrative proceeding under any provision or chapter of the
United States Bankruptcy Code or any other similar federal or state
law relating to insolvency, bankruptcy, rehabilitation, liquidation
or reorganization, (ii) makes a general assignment for the benefit
of its creditors, or (iii) has an order for relief entered against
it under the United States Bankruptcy Code or any other similar
federal or state law relating to insolvency, bankruptcy,
rehabilitation, liquidation or reorganization which is final and
nonappealable; or (c) a court of competent jurisdiction or other
competent regulatory authority enters a final and nonappealable
order, judgment or decree (i) appointing a custodian, trustee,
agent or receiver for the Certificate Insurer or for all or any
material portion of its property or (ii) authorizing the
taking of possession by a custodian, trustee, agent or receiver of
the Certificate Insurer (or the taking of possession of all or any
material portion of the property of the Certificate
Insurer).
Certificate Margin
: With respect to the Class A-1 and
Class A-2 Certificates and any Distribution Date on or prior to the
Optional Termination Date, 0.14% and 0.23% per annum, respectively.
With respect to the Class A-1 and Class A-2 Certificates and
any Distribution Date after the Optional Termination Date, 0.28%
and 0.46% per annum, respectively.
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
Senior 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 4.02(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 aggregate Principal Balance of the Mortgage
Loans as of the first day of the related Due Period over (B) the
then aggregate Certificate Principal Balance of the Senior
Certificates, the Mezzanine Certificates and the Class P
Certificates then outstanding. Exclusively for the purpose of
determining any subrogation rights of the Certificate Insurer
arising under Section 4.07 hereof, the “Certificate Principal
Balance” of any Class A-3A Certificate shall not be reduced
by the amount of any payments made by the Certificate Insurer in
respect of principal on such Certificates under the Policy, except
to the extent such payment shall have been reimbursed to the
Certificate Insurer pursuant to the provisions of this
Agreement.
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. For so long as no Certificate Insurer
Default exists (and whether or not any payments with respect to
Insured Amounts have been made), the Certificate Insurer shall be
deemed to be the sole Holder of all outstanding Class A-3A
Certificates (other than the right to receive distributions on such
Class A-3A Certificates except via subrogation); provided, that the
Certificate Insurer shall have no power without the consent of the
holder of each Certificate affected thereby to: (i) reduce in any
manner the amount of, or delay the timing of, distributions of
principal or interest required to be made hereunder to the Class
A-3A Certificateholders; (ii) modify any provision in any way which
would permit an earlier retirement of the Class A-3A Certificates;
or (iii) amend this definition of “Certificateholder”
or “Holder.”
Certification : As specified in Section 9.12(d).
Certification Parties
: As defined in Section
9.12.
Certification Person
: As defined in Section
9.12.
Class : All Certificates bearing the same class
designation as set forth in the Preliminary Statement.
Class A-4 Adjustment
Percentage : means, with
respect to any Distribution Date, the percentage indicated
below:
Distribution Date Occurring
|
|
|
March 2006 up to and including February 2009
|
0%
|
|
March 2009 up to and including February 2011
|
45%
|
|
March 2011 up to and including February 2012
|
80%
|
|
March 2012 up to and including February 2013
|
100%
|
|
After February 2013
|
300%
|
|
|
|
Class A-4 Distribution
Percentage : With
respect to any Distribution Date, the product of the Class A-4
Priority Percentage multiplied by the Class A-4 Adjustment
Percentage for such Distribution Date.
Class A-4 Priority
Percentage : With respect to
any Distribution Date, the percentage obtained by
dividing:
(1)
the Class Principal Balance of the Class
A-4 Certificates immediately preceding such Distribution Date
by
(2)
the aggregate Certificate Principal
Balance of the Senior Certificates immediately preceding such
Distribution Date.
Class A-4 Priority Principal
Distribution Amount :
For the Class A-4 Certificates and any Distribution Date, the
lesser of (a) 98% of the Principal Distribution Amount and (b) the
product of the Principal Distribution Amount multiplied by the
Class A-4 Distribution Percentage for such Distribution
Date.
Class A-4 Priority Senior Principal
Distribution Amount : For the
Class A-4 Certificates and any Distribution Date, the lesser of (a)
98% of the Senior Principal Distribution Amount and (b) the product
of the Senior Principal Distribution Amount multiplied by the Class
A-4 Distribution Percentage for such Distribution Date.
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 and (ii) the
obligation to pay Net WAC Rate Carryover 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 M-1 Principal Distribution
Amount : An amount equal to
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Senior 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) 85.20% 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 $2,025,425.
Class M-2 Principal Distribution
Amoun t: An amount equal to
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Senior 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)
88.00% 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 $2,025,425.
Class M-3 Principal Distribution
Amount : An amount equal to
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Senior 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) 89.80% 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 $2,025,425.
Class M-4 Principal Distribution
Amount : An amount equal to
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Senior 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) 91.30% 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
$2,025,425.
Class M-5 Principal Distribution
Amount : An amount equal to
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Senior 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) 92.80% 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
$2,025,425.
Class M-6 Principal Distribution
Amount : An amount equal to
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Senior 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) 94.10% 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
$2,025,425.
Class M-7 Principal Distribution
Amount : An amount equal to
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Senior 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) 95.40% 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
$2,025,425.
Class M-8 Principal Distribution
Amount : An amount equal to
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Senior 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) 96.40% 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
$2,025,425.
Class M-9 Principal Distribution
Amount : An amount equal to
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Senior 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),
(ix) the Certificate Principal Balance of the Class M-8
Certificates (after taking into account the distribution of the
Class M-8 Principal Distribution Amount on such Distribution Date)
and (x) the Certificate Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 97.40% 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
$2,025,425.
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 Principal Balance
: With respect to any Class of
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 28, 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 the Certificate Insurer and designated
“Wells Fargo Bank, National Association, for the benefit of
U.S. Bank National Association, in trust for the registered Holders
of MASTR Asset Backed Securities Trust 2006-AB1, Mortgage
Pass-Through Certificates, Series 2006-AB1.” The
Collection Account may be deemed to be a sub-account of the
Distribution Account.
Commission : The U.S. Securities and Exchange
Commission.
Compensating Interest
: With respect to any Distribution
Date and any Servicer, the amount required to be paid by such
Servicer under the related Servicing Agreement in connection with
Prepayment Interest Shortfalls that occur on Mortgage Loans
serviced by such Servicer for the related Distribution Date.
If a Servicer fails to make its required payment of
Compensating Interest on any Distribution Date, the Master Servicer
will be required to make such payment of Compensating Interest to
the same extent that such Servicer was required to make such
payment of Compensating Interest.
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 U.S. Bank National Association, 60
Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota 55107,
Attention: Structured Finance/MABS 2006-AB1—MASTR Asset
Backed Securities Trust 2006-AB1, 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—MABS
2006-AB1, and for all other purposes at 9062 Old Annapolis Road,
Columbia Maryland 21045, Attention: Corporate Trust
Services—MABS 2006-AB1.
Corresponding Class
: With respect to any interest in
the Subsidiary REMIC, the Corresponding Class of Certificates
identified in the table for the Subsidiary 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 obtained by dividing (x) the
aggregate Certificate Principal Balance of the Subordinate
Certificates by (y) the aggregate Principal Balance of the Mortgage
Loans, calculated prior to taking into account distributions of
principal on the Mortgage Loans and distribution of the Principal
Distribution Amount to the holders of the Certificates then
entitled to distributions of principal on such Distribution
Date.
Custodian : Wells Fargo.
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
$578,692,896.
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.
Deficiency Amount
: With respect to any Distribution
Date and the Class A-3A Certificates, the sum of (i) the excess, if
any, of Required Distributions over the Available Funds for such
Distribution Date available to pay Required Distributions on the
Class A-3A Certificates in accordance with the priority of payment
set forth in Section 4.02 and (ii) on the Final Insured
Distribution Date, the aggregate Certificate Principal Balance of
the Class A-3A Certificates to the extent unpaid on such date (in
each case, after taking into account any reduction of the
Certificate Principal Balance of the Class A-3A Certificates from
all sources other than the Policy).
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.
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.
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.
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
: As defined in the applicable
Servicing Agreement.
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 the Certificate Insurer and
designated “Wells Fargo Bank, N.A., in trust for registered
Holders of MASTR Asset Backed Securities Trust 2006-AB1, Mortgage
Pass-Through Certificates, Series 2006-AB1.” 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.
DTC : The Depository Trust Company.
Due Date : With respect to each Mortgage Loan, the date on
which the Scheduled Payment is due each month.
Due Period : With respect to any Distribution Date, the
period commencing on the second day of the month immediately
preceding the month in which such Distribution Date occurs and
ending on the first day of the month in which such Distribution
Date occurs.
Eligible Account
: Any of (i) an account or accounts
maintained with a 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 (without regard to the
Policy)), (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.
Euroclear : The Euroclear System.
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.
Final Insured Distribution
Date : The earlier of
(a) the Distribution Date in February 2036 and (b) the final
Distribution Date that occurs in connection with an auction of the
Trust Fund as provided in Article X.
Fixed Rate Certificate
: As specified in the Preliminary
Statement.
Floating Rate Certificate
: As specified in the Preliminary
Statement.
Form 8-K Disclosure
Information : As defined
in Section 3.22.
Formula Rate : For any Distribution Date and the Class A-1
Certificates, LIBOR plus the related Certificate Margin. For
any Distribution Date any Class of Fixed Rate Certificates, the
related fixed rate set forth in the Preliminary Statement, which
fixed rate will increase by 0.50% after the Optional Termination
Date.
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 4.02, 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, Class M-8 and Class M-9
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.
Indenture : Any indenture pursuant to which notes are
issued as to which the NIMS Insurer guaranteed payment.
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
: 4.605% 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 related 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 Amount : With respect to any Distribution Date and the Class
A-3A Certificates, the Deficiency Amount for such Distribution Date
and any Preference Amount.
Insured Expenses
: Expenses covered by an Insurance
Policy or any other insurance policy with respect to the Mortgage
Loans.
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.
Issuing Entity : As defined in Section 2.01(c).
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.
Late Payment Rate
: The lesser of (a) the greater of
(i) the per annum rate of interest publicly announced from time to
time by Citibank, N.A. as its prime or base lending rate (and
change in such rate of interest to be effective on the date such
change is announced by Citibank, N.A.) plus 2.00%, and (ii) the
then applicable highest rate of interest on the Class A-3A
Certificates and (b) the maximum rate permissible under applicable
usury or similar laws limiting interest rates as determined by the
Insurer. The Late Payment Rate shall be computed on the basis
of the actual number of days elapsed over a year of 360
days.
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 rate quotations for one month
U.S. Dollar deposits, as determined by the Trust Administrator in
accordance with Section 4.09.
LIBOR Business Day
: A day on which banks are open for
dealing in foreign currency and exchange in London and New York
City.
LIBOR Determination Date
: With respect to each Distribution
Date and the Class A-1 and Class A-2 Certificates, the second LIBOR
Business Day preceding the commencement of the related 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 applicable Servicer or
the Master Servicer, as the case may be, has determined (in
accordance with the applicable 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
Compensation : All
investment earnings on amounts on deposit from time to time in the
Collection Account.
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.
Mezzanine Certificates
: As specified in the Preliminary
Statement.
Monthly Interest Distributable
Amount : With respect to the
Senior 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 not covered by Compensating Interest
Payments and Relief Act Interest Shortfalls (allocated to each such
Certificate based on its 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, and the Lender-Paid
Mortgage Insurance Rate; (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 such
Mortgage Loan is a Trust Prepayment Charge Mortgage
Loan.
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 property securing a Mortgage
Loan which will consist of one- to four-family residential
properties consisting of attached or detached one- to four-family
dwelling units and individual condominium units.
Mortgagor : The obligor on a Mortgage Note.
Net Monthly Excess Cashflow
: With respect to each Distribution
Date, the sum of (i) the Overcollateralization Target Release
Amount and (ii) the excess, if any, of (x) the Available Funds
for such Distribution Date over (y) the sum for such Distribution
Date of (A) the Monthly Interest Distributable Amounts for the
Senior Certificates and Mezzanine Certificates, (B) the Unpaid
Interest Shortfall Amounts for the Senior Certificates, (C) the
Premium Distribution Amount and (D) the Principal Remittance
Amount.
Net Mortgage Rate
: As to each Mortgage Loan the
applicable Mortgage Rate minus (i) the Servicing Fee Rate and (ii)
the Lender-Paid Mortgage Insurance Fee Rate, if
applicable.
Net WAC Rate Cap
: For any Distribution Date and the
Senior Certificates and the Mezzanine Certificates will be a per
annum rate (subject, with respect to the Class A-1 and Class A-2
Certificates, to adjustment based on the actual number of days
elapsed in the related Accrual Period) equal to the excess, if any,
of (i) the weighted average of the Net Mortgage Rates of the
Mortgage Loans over (ii) the product of (x) the sum of the Premium
Distribution Amount and any fees and expenses of the trust payable
on such Distribution Date multiplied by (y) 12 and divided by the
aggregate outstanding Principal Balance of the Mortgage Loans as of
the first day of the related Due Period.
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
Residual 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 applicable Servicer
or the Master Servicer, as the case may be, that, in the good faith
judgment of the applicable Servicer or the Master Servicer, will
not be ultimately recoverable by the applicable 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 Subsidiary 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 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 Senior 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 Deficiency
Amount : With respect to
any Distribution Date, the amount, if any, by which the
Overcollateralization Target Amount exceeds the Overcollateralized
Amount on such Distribution Date (after giving effect to
distributions in respect of the Principal Remittance Amount on such
Distribution Date).
Overcollateralization Target
Amount : With respect to
any Distribution Date prior to the Stepdown Date, 1.30% of the
aggregate Cut-off Date Principal Balance of the Mortgage Loans.
With respect to any Distribution Date on or after the
Stepdown Date provided a Trigger Event is not in effect, the
greater of (i) 2.60% of the aggregate Principal Balance of the
Mortgage Loans as of the last day of the related Due Period and
(ii) the product of 0.35% and the aggregate Cut-off Date Principal
Balance of the Mortgage Loans. With respect to any
Distribution Date on or after the Stepdown Date on which a Trigger
Event is in effect, the Overcollateralization Target Amount for the
preceding Distribution Date. Notwithstanding the foregoing,
on and after any Distribution Date following the reduction of the
Aggregate Certificate Principal Balance of the Class A
Certificates and the Mezzanine Certificates to zero, the
Overcollateralization Target Amount will be zero.
Overcollateralization Target
Maintenance Amount :
With respect to any Distribution Date equals the amount, if
any, by which the Overcollateralization Target Amount exceeds the
Overcollateralized Amount on 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 Senior Certificates and Subordinate
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.
Overcollateralized Amount
: With respect to any Distribution
Date, 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 aggregate Certificate Principal
Balance of the Senior Certificates, the Mezzanine Certificates and
the Class P Certificates as of such Distribution Date (after giving
effect to distributions in respect of the Principal Remittance
Amount on 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-Value : As defined in Section 10.01.
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 (without regard to the
Policy);
(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 (without
regard to the Policy);
(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 (without regard to the Policy);
(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 (without regard to the Policy);
(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 (without regard to the Policy);
(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 (without regard to the Policy);
(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
(without regard to the Policy);
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.
PHH : PHH Mortgage Corporation (f/k/a Cendant
Mortgage Corporation) and its successors and assigns, in its
capacity as Servicer of the PHH Mortgage Loans.
PHH Mortgage Loans
: The Mortgage Loans for which PHH
is listed as “Servicer” on the Mortgage Loan
Schedule.
PHH Servicing Agreement
: Solely with respect to the PHH
Mortgage Loans, the Mortgage Loan Flow Purchase, Sale and Servicing
Agreement, dated as of August 1, 2001, between the Transferor, as
purchaser, and PHH (as successor by merger to Cendant), as seller
and as servicer, as amended by Amendment No. 1 dated as of November
28, 2001 and as the same may be amended further from time to time,
and any assignments and conveyances related to the PHH Mortgage
Loans.
Physical Certificates
: 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.
Policy : The Financial Guaranty Insurance Policy No.
06030021, issued by the Certificate Insurer in respect of the Class
A-3A Certificates, a copy of which is attached hereto as Exhibit
P.
Policy Payments Account
: The separate Eligible Account
created and maintained by the Trust Administrator pursuant to
Section 4.07(c) in the name of the Trust Administrator for the
benefit of the Class A-3A Certificateholders and designated
“Wells Fargo Bank, National Association, for the benefit of
U.S. Bank National Association, in trust for the registered Holders
of MASTR Asset Backed Securities Trust 2006-AB1, Mortgage
Pass-Through Certificates Series 2006-AB1, Class A-3A.”
Funds in the Policy Payments Account shall be held in trust
for the Class A-3A Certificateholders for the uses and purposes set
forth in this Agreement.
Preference Amounts
: Any payment of principal or
interest previously distributed by or on behalf of the Trust to a
Holder of the Class A-3A Certificates, which would have been
covered under the Policy as a Deficiency Amount if there had been a
shortfall in funds available to make such payment on the required
Distribution Date for such payment, which has been deemed a
preferential transfer and has been recovered from such Holder
pursuant to the United States Bankruptcy Code in accordance with an
Order.
Premium Distribution Amount
: As to any Distribution Date, the
sum of (A) the product of (x) 1/12th of 0.09% multiplied by (y) the
Class Principal Balance of the Class A-3A Certificates immediately
preceding such Distribution Date, and (B) the sum of the amounts,
if any, by which the amount described in clause (A) above on each
prior Distribution Date exceeded the amount actually distributed in
respect of the premium on such prior Distribution Dates and not
subsequently distributed, plus interest thereon at a rate equal to
the Late Payment Rate.
Prepayment Interest
Shortfall : With respect
to any Distribution Date and each Mortgage Loan with respect to
which a prepayment in full or a partial prepayment has occurred
during the month preceding such Distribution Date, the difference
between (a) one month’s interest at the Net Mortgage Rate on
the Principal Balance of the Mortgage Loan, if such Mortgage Loan
was prepaid in full, or partial payment, if such Mortgage Loan was
not prepaid in full, as applicable, and (b) the excess of (i) the
amount of interest actually received with respect to the portion of
such Mortgage Loan that was prepaid during the related Prepayment
Period over (ii) the product of the Servicing Fee Rate and the
Principal Balance of the Mortgage Loan.
Prepayment Period
: For any Distribution Date, 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
: With respect to any Mortgage Loan
and any date, an amount equal to the principal balance of such
Mortgage Loan at its origination, less the sum of scheduled and
unscheduled payments in respect of principal made on such Mortgage
Loan.
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 applicable Servicers in accordance with the
terms of the related Servicing Agreements 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 related Servicer that were due during the
related Due Period, the principal portion of any Advances made with
respect to such Distribution Date, (ii) the principal portion of
all partial and full principal prepayments of the Mortgage Loans
applied by the related 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 pursuant to an Auction Sale, that portion of the
Auction Sale Price, representing principal with respect to the
Mortgage Loans.
Private Certificates
: 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 27, 2006 relating to the Offered Certificates.
Protected Account
: An account established and
maintained for the benefit of Certificateholders and the
Certificate Insurer by each Servicer with respect to the related
Mortgage Loans and with respect to REO Property pursuant to the
respective Servicing Agreements. 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, the Trust Administrator and the Certificate Insurer.
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
: As specified in the Preliminary
Statement.
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 X 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.
Reimbursement Amount
: The aggregate of all amounts
owing to the Certificate Insurer under the Insurance Agreement for
reimbursement, with interest at the Late Payment Rate for all
amounts previously due but remaining unpaid, for claims paid under
the Policy and any other amounts owing to the Certificate
Insurer.
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 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.
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.
Reporting Servicer
: As defined in
Section 9.12(b)(i).
Required Distributions
: The aggregate Monthly Interest
Distributable Amount with respect to the Class A-3A Certificates,
minus, without duplication, any Prepayment Interest Shortfalls and
any Relief Act Reductions allocated to the Class A-3A Certificates
and minus any basis risk shortfall and any shortfall attributable
to the liability of the Trust, any REMIC, the Trust Administrator
or the Trustee for taxes or withholding taxes, including interest
and penalties in respect of such liability.
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
: 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.
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 aggregate Certificate Principal Balance of
the Senior Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (i) 82.10% 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 $2,025,425.
Servicer : Each of Cenlar, PHH and Wells Fargo, as
applicable.
Servicer Remittance Date
: With respect to any Servicer and
any Distribution Date, the 18th day of each calendar month, or if
such 18th day is not a Business Day, either the immediately
preceding Business Day or the immediately succeeding Business Day,
as specified in the related Servicing Agreement.
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 applicable Servicer, as the case may be, of its
servicing obligations, including, but not limited to, the cost of
(i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any expenses reimbursable to the Master Servicer or
the applicable Servicer, as the case may be, pursuant to Section
3.11 and any enforcement or judicial proceedings, including
foreclosures, (iii) the management and liquidation of any REO
Property and (iv) compliance with the obligations under Section
3.09.
Servicing Agreements
:
(a)
the Cenlar Servicing
Agreement;
(b)
the PHH Servicing Agreement
(c)
the Wells Fargo Servicing Agreement;
and
(d)
the Assignment Agreements.
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
: With respect to each Mortgage
Loan, the per annum rate set forth on the Mortgage Loan
Schedule.
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 Senior 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 Senior
Certificates is greater than 17.90%.
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).
Subordinate Certificates
: As specified in the Preliminary
Statement.
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).
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 related
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.
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.
Terminating Entity
: The Class CE Certificateholder;
provided, that if the Class CE Certificateholder does not exercise
its termination rights under Section 10.01 on any date on which it
is entitled to do so, the Terminating Entity shall be the Master
Servicer; provided, further, that if neither the Class CE
Certificateholder nor the Master Servicer exercises its termination
rights under Section 10.01 on any date on which it is entitled to
do so, the Terminating Entity shall be the Certificate
Insurer.
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 40.00%
of the Credit Enhancement Percentage; or
(b)
the aggregate amount of Realized Losses
incurred since the Cut-off Date through the last day of the related
Due Period (reduced by the aggregate amount of Subsequent
Recoveries received since the Cut-off Date through the last day of
the related Due Period) divided by the 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:
Distribution Date Occurring In
|
|
|
March 2008 through February
2009
|
0.35% for the first month, plus an
additional 1/12th of 0.45% for each month thereafter.
|
|
March 2009 through February
2010
|
0.80% for the first month, plus an
additional 1/12th of 0.45% for each month thereafter.
|
|
March 2010 through February
2011
|
1.25% for the first month, plus an
additional 1/12th of 0.25% for each month thereafter.
|
|
March 2011 through February
2012
|
1.50% for the first month, plus an
additional 1/12 th of 0.25% for each month
thereafter.
|
|
March 2012 and thereafter
|
1.75% for each month.
|
Trust Administrator
: Wells Fargo in its capacity as
Trust Administrator hereunder, and if a successor trust
administrator is appointed hereunder, such successor.
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 Agreements solely as each such Servicing Agreement
relates to the Mortgage Loans being serviced by the related
Servicer (other than those rights under the Servicing Agreements
that do not relate to servicing of the Mortgage Loans (including,
without limitation, the representations and warranties made by the
applicable Servicer (with respect to the Mortgage Loans sold to the
Transferor) and the document delivery requirements of such 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, the
Distribution Account, the Policy Payments 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;
(e) with respect to the Class A-3A Certificates only, the Policy;
and (f) all proceeds of the conversion, voluntary or involuntary,
of any of the foregoing.
Trust Prepayment Charge
: With respect to any Trust Prepayment
Charge Mortgage Loan and any Distribution Date, any prepayment
premium, penalty or charge collected by the related Servicer during
the related Prepayment Period and remitted to the Master
Servicer.
Trust Prepayment Charge Mortgage
Loan : Any Mortgage Loan
identified on the Mortgage Loan Scheduled as a “Trust
Prepayment Charge Mortgage Loan,” for which the trust is
entitled to prepayments, penalties or charges collected by the
related Servicers.
Trustee : U.S. Bank, and, if a successor trustee is
appointed hereunder, such successor.
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
Senior Certificates and Mezzanine Certificates and the first
Distribution Date, zero, and with respect to each Class of Senior
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.
U.S. Bank : U.S. Bank National Association, a national
banking association organized under the laws of the United States,
and its successors and assigns.
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 Senior 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.
For so long as no Certificate Insurer
Default has occurred and is continuing, the Certificate Insurer
shall be entitled to exercise on behalf of the Holders of the Class
A-3A Certificates the Voting Rights of such Classes unless the
Certificate Insurer has consented in writing to the exercise of
such Voting Rights by such Holders.
Wells Fargo : Wells Fargo Bank, N.A., and its successors
and assigns in its capacity as Master Servicer, Trust Administrator
or Custodian, or as Servicer of the Wells Fargo Serviced Mortgage
Loans, as the case may be, hereunder.
Wells Fargo Serviced Mortgage
Loans : The Mortgage
Loans for which Wells Fargo is listed as “Servicer” on
the Mortgage Loan Schedule.
Wells Fargo Servicing
Agreement : Solely with
respect to the Wells Fargo Serviced Mortgage Loans, the
Seller’s Warranties and Servicing Agreement, dated as of
July 1, 2002, between the Transferor and Wells Fargo (f/k/a
Wells Fargo Home Mortgage, Inc.), as amended by the First Addendum,
dated as of January 1, 2003, and as the same may be further amended
from time to time, and any assignments and conveyances relating to
the Wells Fargo Serviced Mortgage Loans.
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
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
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 and the Certificate Insurer, without
recourse, all the right, title and interest of the Depositor in and
to the Trust Fund. In addition, on or prior to the Closing
Date, the Depositor shall cause the Certificate Insurer to deliver
the Policy to the Trust Administrator. In connection with the
foregoing assignments, the Transferor has caused each Servicer to
enter into the related Assignment Agreement.
(b)
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 and the
Certificate Insurer 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: “U.S.
Bank National Association, in trust for the MASTR Asset Backed
Securities Trust 2006-AB1 for the benefit of the Holders of the
Mortgage Pass-Through Certificates, Series 2006-AB1” 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 and the
Certificate Insurer 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 applicable Servicer under its
related 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 related Servicer
pursuant to the related 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 related Servicer has not received the information
required to prepare such assignment in recordable form, the related
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 related 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. As of the date hereof, recordation is
not required in any state by either Rating Agency to obtain the
initial rating on the Certificates (upon which statement the Master
Servicer, the Trustee and the Custodian may each conclusively
rely).
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.
(c)
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 “Issuing
Entity”) to be known, for convenience, as “MASTR Asset
Backed Securities Trust 2006-AB1” and U.S. Bank National
Association is hereby appointed as Trustee in accordance with the
provisions of this Agreement.
(d)
[Reserved].
(e)
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.
(f)
The Depositor hereby directs the Trust
Administrator to execute, deliver and perform its obligations under
the Cap Contract. The Transferor, the Depositor, the Master
Servicer, the Trustee and the Holders of the Senior Certificates
and the Mezzanine Certificates by their acceptance of such
Certificates acknowledge and agree that the Trust Administrator
shall execute, deliver and perform its obligations under the Cap
Contract and shall do so solely in its capacity as Trust
Administrator, and not in its individual capacity. Every provision
of this Agreement relating to the conduct or affecting the
liability of or affording protection to the Trust Administrator
shall apply to the Trust Administrator’s execution of the Cap
Contract, and the performance of its duties and satisfaction of its
obligations thereunder.
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 related Servicing Agreement, the
Master Servicer shall cause each of the related Servicers 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
related Servicers 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, any Servicer
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 the Depositor, the
Transferor, the Master Servicer, the Trust Administrator or the
Custodian 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 and the Trustee. 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 and the Certificate Insurer 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 and the Certificate Insurer 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
and the Certificate Insurer 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 received or advanced 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 and the Certificate Insurer 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
[Reserved].
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 REMIC Regular Interests as described in the
Preliminary Statement and the Class A-LR Certificates in exchange
therefor. The Trustee further acknowledges the transfer and
assignment to it of the Subsidiary 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 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 each Servicer to perform its obligations under
the applicable 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
ADMINISTRATION AND MASTER
SERVICING OF MORTGAGE LOANS
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 each Servicer to service and
administer its respective Mortgage Loans in accordance with the
terms of the applicable 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 each 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 each Servicer and shall
cause each Servicer to perform and observe the covenants,
obligations and conditions to be performed or observed by such
Servicer under the applicable Servicing Agreement. The Master
Servicer shall independently and separately monitor each
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 each 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 each
Servicer to the Collection Account pursuant to the applicable
Servicing Agreements.
In accordance with the standards of the
preceding paragraph and to the extent the related 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 Servicers
.
(a)
The Master Servicer shall be responsible
for reporting to the Trustee, the Trust Administrator and the
Depositor the compliance by each Servicer with its duties under the
related Servicing Agreement. In the review of each
Servicer’s activities, the Master Servicer may rely upon an
officer’s certificate of each Servicer with regard to such
Servicer’s compliance with the terms of its Servicing
Agreement. In the event that the Master Servicer, in its
judgment, determines that a Servicer should be terminated in
accordance with its Servicing Agreement, or that a notice should be
sent pursuant to such 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 each Servicer under the related
Servicing Agreement, and shall, in the event that a Servicer fails
to perform its obligations in accordance with the related Servicing
Agreement, subject to the preceding paragraph, terminate the rights
and obligations of such Servicer thereunder and act as successor
Servicer of the related Mortgage
