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
THE BANK OF NEW YORK,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 2006
MASTR ALTERNATIVE LOAN TRUST
2006-3
MORTGAGE PASS-THROUGH CERTIFICATES,
Series 2006-3
TABLE OF CONTENTS
ARTICLE I DEFINITIONS
3
Section 1.01
Definitions.
3
Section 1.02
Certain Calculations
.
48
Section 1.03
Calculation of Applicable
Fractions .
48
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
49
Section 2.01
Conveyance of Mortgage
Loans .
49
Section 2.02
Acceptance by Trustee of the Mortgage
Loans .
53
Section 2.03
Remedies for Breaches of
Representations and Warranties .
54
Section 2.04
Representations and Warranties of the
Depositor as to the Mortgage Loans .
57
Section 2.05
[Reserved] .
57
Section 2.06
Execution and Delivery of
Certificates .
57
Section 2.07
REMIC Matters .
58
Section 2.08
Covenants of the Master
Servicer .
58
Section 2.09
Representations and Warranties of the
Master Servicer .
58
Section 2.10
Representations and Warranties of the
Custodian .
59
ARTICLE III ADMINISTRATION AND MASTER
SERVICING OF MORTGAGE LOANS
61
Section 3.01
Master Servicing of Mortgage
Loans .
61
Section 3.02
Monitoring of Servicers
.
61
Section 3.03
[ Reserved ].
63
Section 3.04
Rights of the Depositor and the
Trustee in Respect of the Master Servicer .
63
Section 3.05
Trustee to Act as Master
Servicer .
63
Section 3.06
Protected Accounts
.
64
Section 3.07
Collection of Mortgage Loan Payments;
Collection Account; Distribution Account .
65
Section 3.08
Collection of Taxes, Assessments and
Similar Items; Escrow Accounts .
68
Section 3.09
Access to Certain Documentation and
Information Regarding the Mortgage Loans .
68
Section 3.10
Permitted Withdrawals from the
Collection Account and Distribution Account .
69
Section 3.11
Maintenance of Hazard Insurance;
Maintenance of Primary Insurance Policies .
71
Section 3.12
Presentment of Claims and Collection
of Proceeds .
71
Section 3.13
Maintenance of the Primary Insurance
Policies .
72
Section 3.14
Realization upon Defaulted Mortgage
Loans .
72
Section 3.15
REO Property .
72
Section 3.16
Due-on-Sale Clauses; Assumption
Agreements .
74
Section 3.17
Trustee to Cooperate; Release of
Mortgage Files .
74
Section 3.18
Documents, Records and Funds in
Possession of Master Servicer and Custodian to Be Held for the
Trustee .
75
Section 3.19
Master Servicing
Compensation .
75
Section 3.20
Access to Certain
Documentation .
75
Section 3.21
Annual Statement as to
Compliance .
76
Section 3.22
Report on Assessment of Compliance and
Attestation .
76
Section 3.23
Errors and Omissions Insurance;
Fidelity Bonds .
80
Section 3.24
Master Servicer to Remit Prepayment
Penalties to the Transferor .
80
ARTICLE IV DISTRIBUTIONS AND SERVICING
ADVANCES
80
Section 4.01
Advances .
80
Section 4.02
Priorities of Distribution
.
81
Section 4.03
Allocation of Realized
Losses .
87
Section 4.04
Distribution Date Statements to
Certificateholders .
90
ARTICLE V THE CERTIFICATES
94
Section 5.01
The Certificates
.
94
Section 5.02
Certificate Register; Registration of
Transfer and Exchange of Certificates .
94
Section 5.03
Mutilated, Destroyed, Lost or Stolen
Certificates .
99
Section 5.04
Persons Deemed Owners
.
100
Section 5.05
Access to List of
Certificateholders’ Names and Addresses
.
100
Section 5.06
Maintenance of Office or
Agency .
100
Section 5.07
Deposit of Uncertificated REMIC
Interests .
100
ARTICLE VI THE DEPOSITOR, THE MASTER
SERVICER AND THE CUSTODIAN
101
Section 6.01
Respective Liabilities of the
Depositor, the Master Servicer and the Custodian
.
101
Section 6.02
Merger or Consolidation of the
Depositor, the Master Servicer and the Custodian
.
101
Section 6.03
Limitation on Liability of the
Depositor, the Transferor, the Master Servicer, the Custodian and
Others .
101
Section 6.04
Limitation on Resignation of Master
Servicer .
102
Section 6.05
Sale and Assignment of Master
Servicing Rights .
103
Section 6.06
Fees of the Custodian
.
103
ARTICLE VII DEFAULT
103
Section 7.01
Events of Default
.
103
Section 7.02
Trustee to Act; Appointment of
Successor .
105
Section 7.03
Notification to
Certificateholders .
107
ARTICLE VIII CONCERNING THE
TRUSTEE
107
Section 8.01
Duties of Trustee
.
107
Section 8.02
Certain Matters Affecting the
Trustee .
108
Section 8.03
Trustee Not Liable for Certificates or
Mortgage Loans .
110
Section 8.04
Trustee May Own
Certificates .
110
Section 8.05
Trustee’s Fees and
Expenses .
111
Section 8.06
Eligibility Requirements for
Trustee .
111
Section 8.07
Resignation and Removal of
Trustee .
112
Section 8.08
Successor Trustee
.
112
Section 8.09
Merger or Consolidation of
Trustee .
113
Section 8.10
Appointment of Co-Trustee or Separate
Trustee .
113
ARTICLE IX CONCERNING THE TRUST
ADMINISTRATOR AND THE MASTER SERVICER
115
Section 9.01
Duties of Trust
Administrator .
115
Section 9.02
Certain Matters Affecting the Trust
Administrator .
116
Section 9.03
Trust Administrator Not Liable for
Certificates or Mortgage Loans .
117
Section 9.04
Trust Administrator May Own
Certificates .
118
Section 9.05
Trust Administrator’s Fees and
Expenses .
118
Section 9.06
Eligibility Requirements for Trust
Administrator .
119
Section 9.07
Resignation and Removal of Trust
Administrator .
119
Section 9.08
Successor Trust
Administrator .
121
Section 9.09
Merger or Consolidation of Trust
Administrator .
121
Section 9.10
[Reserved].
122
Section 9.11
Tax Matters .
122
Section 9.12
Periodic Filings
.
125
ARTICLE X TERMINATION
133
Section 10.01
Termination upon Liquidation or
Purchase of All Mortgage Loans .
133
Section 10.02
Final Distribution on the
Certificates .
134
Section 10.03
Additional Termination
Requirements.
135
ARTICLE XI MISCELLANEOUS
PROVISIONS
136
Section 11.01
Amendment .
136
Section 11.02
Recordation of Agreement;
Counterparts .
138
Section 11.03
Governing Law .
138
Section 11.04
Intention of Parties
.
139
Section 11.05
Notices .
139
Section 11.06
Severability of Provisions
.
140
Section 11.07
Assignment .
140
Section 11.08
Limitation on Rights of
Certificateholders .
141
Section 11.09
Inspection and Audit Rights
.
141
Section 11.10
Certificates Nonassessable and Fully
Paid .
142
Section 11.11
Compliance With Regulation
AB .
142
SCHEDULES
Schedule I
Mortgage Loan Schedule
Schedule II
Representations and Warranties as to the
Mortgage Loans
Schedule III
Class P Prepayment Charges Mortgage Loan
Schedule
EXHIBITS
Exhibit A:
Form of Class PO Certificate
Exhibit B
Form of Class A-X Certificate
Exhibit C-1:
Form of Class A-R Certificate
Exhibit C-2:
Form of Class P Certificate
Exhibit D:
Form of Class B Certificate
Exhibit E:
[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:
Form of Sarbanes-Oxley
Certification
Exhibit O:
[Reserved]
Exhibit P:
[Reserved]
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:
[Reserved]
Exhibit X:
Assessments of Compliance and Attestation
Reports Servicing Criteria
THIS POOLING AND SERVICING AGREEMENT,
dated as of June 1, 2006, among MORTGAGE ASSET SECURITIZATION
TRANSACTIONS, INC., a Delaware corporation, as depositor (the
“Depositor”), UBS REAL ESTATE SECURITIES INC., a
Delaware corporation, as transferor (the “Transferor”),
WELLS FARGO BANK, N.A., a national banking association
(“Wells Fargo”), as master servicer (in such capacity,
the “Master Servicer”), as trust administrator (in such
capacity, the “Trust Administrator”) and as custodian
(in such capacity, the “Custodian”) and THE BANK OF NEW
YORK, a New York banking corporation, as trustee (in such capacity,
the “Trustee”).
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. The
Trust Fund for federal income tax purposes shall consist of three
REMICs (the “Subsidiary REMIC”, the “Middle
REMIC” and the “Master REMIC”). The
“latest possible maturity date” for federal income tax
purposes of all interests created hereby shall be the Latest
Possible Maturity Date.
The Subsidiary REMIC shall consist of all
of the assets constituting the Trust Fund corresponding to
Collateral Group 1, Collateral Group 2 and Collateral Group 3
(exclusive of the Class P Prepayment Charges) and shall be
evidenced by the uncertificated interests set forth below that
shall be designated as REMIC regular interests (the
“Subsidiary REMIC Regular Interests”). In
addition, the Subsidiary REMIC shall issue the Class A-LR
Certificate and shall designate such interest as its sole class of
residual interest.
The Middle REMIC shall hold as its assets
the uncertificated REMIC regular interests issued by the Subsidiary
REMIC. The Middle REMIC shall issue the Class R-2 interest
and shall designate such interest as its sole class of residual
interest. In addition, the Middle REMIC shall issue the
uncertificated REMIC regular interests set forth below for the
Middle REMIC (the “Middle REMIC Regular
Interests”).
The Master REMIC shall consist of the
Middle REMIC Regular Interests and shall be evidenced by the
Classes of Certificates set forth below for the Master REMIC
(which, except for the Exchangeable Certificates and the Class P,
Class A-LR and Class A-UR Certificates, shall represent the
“regular interests” in the Master REMIC) and the Class
R-3 Interest as the single “residual interest” in the
Master REMIC. The Class A-UR Certificate shall not be
considered a Certificate issued by the Master REMIC, but instead
shall represent beneficial ownership of the Class R-2 and Class R-3
interests.
Subsidiary REMIC:
The Subsidiary REMIC Regular Interests,
each of which is hereby designated as a REMIC regular interest for
federal income tax purposes, shall have the following principal
balances, pass-through rates and corresponding Collateral Groups in
the manner set forth in the following table:
|
REMIC
Interests
|
Initial
Balance
|
Pass-
Through Rate
|
Corresponding
Collateral Group
|
|
LT1-1
|
(1)
|
6.250%
|
1
|
|
LT2-1
|
(1)
|
6.250%
|
1
|
|
LT3-1
|
(1)
|
6.250%
|
1
|
|
LT1-2
|
(1)
|
6.500%
|
2
|
|
LT2-2
|
(1)
|
6.500%
|
2
|
|
LT3-2
|
(1)
|
6.500%
|
2
|
|
LT1-3
|
(1)
|
5.500%
|
3
|
|
LT2-3
|
(1)
|
5.500%
|
3
|
|
LT3-3
|
(1)
|
5.500%
|
3
|
|
LT-15-A-X
|
(2)
|
(3)
|
3
|
|
LT-30-A-X
|
(2)
|
(4)
|
2
|
|
LT-PO
|
(5)
|
0.000%
|
1,3
|
____________________
(1)
Each LT1 Interest shall
have a principal balance initially equal to 0.9% of the Group
Subordinate Amount of its corresponding Collateral Group or Groups.
Each LT2 Interest shall have a principal balance initially
equal to 0.1% of the Group Subordinate Amount of its corresponding
Collateral Group. The initial principal balance of each
LT3 Interest shall equal the excess of the Group Balance of its
corresponding Collateral Group or Groups over the sum of (i) the
initial principal balances of the LT1 and LT2 Interests
corresponding to such Collateral Group or Groups, (ii) the portion
of the LT-PO Interest attributable to the Discount Loans in the
Collateral Group or Groups corresponding to such LT3 Interest, and
(iii) in the case of Collateral Group 1 the principal balance of
the Class A-LR Certificate.
(2)
This Subsidiary REMIC
interest shall not have any principal balance.
(3)
The LT-15-A-X Interest
shall be entitled to receive all interest accrued at the related
Stripped Interest Rate on each Non-Discount Mortgage Loan in
Collateral Group 3.
(4)
The LT-30-A-X Interest
shall be entitled to receive all interest accrued at the related
Stripped Interest Rate on each Non-Discount Mortgage Loan in
Collateral Group 2.
(5)
The LT-PO Interest
shall have an initial principal balance equal to the initial
principal balance of the Class PO Certificate.
Unless a Cross-over Situation (as defined
below) exists, principal and Realized Losses arising with respect
to each Collateral Group shall be allocated first to cause the LT1
and LT2 interests corresponding to such Collateral Group or Groups
to equal 0.9% and 0.1% of the Group Subordinate Amount of such
Collateral Group or Groups as of such Distribution Date and all
excess principal and Realized Losses shall be allocated to the LT3
interest corresponding to such Collateral Group or Groups. A
LT1, LT2 or LT3 interest that is allocated principal on any
Distribution Date shall receive such principal, and have its
principal balance reduced by the amount of such principal, on such
Distribution Date. Similarly, a LT1, LT2 or LT3 interest that
is allocated a Realized Loss on any Distribution Date shall have
its principal balance reduced by the amount of such Realized Loss
on such Distribution Date.
A “Cross-over Situation”
exists if on any Distribution Date (after taking into account
distributions of principal and allocations of Realized Losses on
such Distribution Date) the LT1 and LT2 interests corresponding to
any Collateral Group or Groups are in the aggregate less than 1% of
the Group Subordinate Amount of the Collateral Group or Groups to
which they correspond. In the event that a Cross-Over
Situation exists on any Distribution Date, and the weighted average
rate of the outstanding LT1 and LT2 interests related to a Class of
Subordinate Certificates is less than the Pass-Through Rate for
such class of Subordinate Certificates, a Principal Relocation
Payment (as defined below) shall be made proportionately to such
outstanding LT1 interests prior to any other distributions of
principal from each such Collateral Group or Groups. In the
event that a Cross-Over Situation exists on any Distribution Date,
and the weighted average rate of the outstanding LT1 and LT2
interests related to a Class of Subordinate Certificates is greater
than the Pass-Through Rate for such class of Subordinate
Certificates, a Principal Relocation Payment shall be made
proportionately to such outstanding LT2 interests prior to any
other distributions of principal from each such Collateral Group.
A “Principal Relocation Payment” is a
distribution of principal that causes the Calculation Rate (as
defined below) on the outstanding LT1 and LT2 interests related to
a Class of Subordinate Certificates to equal the Pass-Through Rate
for such class of Subordinate Certificates. The
“Calculation Rate” shall equal the product of (i) 10
and (ii) the weighted average rate of the outstanding Class LT1 and
Class LT2 interests related to a Class of Subordinate Certificates,
treating each Class LT1 interest as capped at zero or reduced by a
fixed percentage of 100% of the interest accruing on such class.
Principal Relocation Payments shall be made from principal
received on the Mortgage Loans from the related Collateral Group or
Groups and shall also consist of a proportionate allocation of
Realized Losses from the Mortgage Loans of the related Collateral
Group or Groups. For purposes of making Principal Relocation
Payments, to the extent that the principal received during the
Collection Period from the related Collateral Group and Realized
Losses are insufficient to make the necessary reduction of
principal, then interest shall accrue on the LT3 interest related
to a Collateral Group or Groups (and be added to their principal
balances) that are not receiving a Principal Relocation Payment to
allow the necessary Principal Relocation Payment to be
made.
If a Cross-Over Situation exists, the
outstanding aggregate principal balance of the related LT1 and LT2
interests shall not be reduced below one percent of the aggregate
Group Balance of the related Collateral Group or Groups as of the
end of any Collection Period in excess of the Senior Certificates
related to such Collateral Group as of the related Distribution
Date (after taking into account distributions of principal and
allocations of Realized Losses on such Distribution Date). To
the extent this limitation prevents the distribution of principal
to the LT1 and LT2 interests of a Collateral Group and the related
LT3 interest has already been reduced to zero, such excess
principal from the other Collateral Group or Collateral Groups
shall be paid proportionately to the LT3 interests of the
Collateral Group or Groups whose aggregate LT1 and LT2 interests
are less than one percent of the Group Subordinate Amount.
Any such shortfall as a result of the Collateral Group or
Groups receiving the extra payment having a Ratio-strip Rate (as
defined below) lower than the weighted average Ratio-strip Rate of
the Collateral Group from which the payment was relocated shall be
treated as a Realized Loss and if excess arises as a result of the
Collateral Group receiving the extra payment having a Ratio-strip
Rate higher than the Collateral Group from which the payment was
relocated it shall reimburse the Middle REMIC for prior Realized
Losses. The “Ratio-strip Rate” for each
Collateral Group shall be equal to 6.250% for Collateral Group 1,
6.500% for Collateral Group 2 and 5.500% for Collateral Group
3.
The Class LT-PO Interest shall be
entitled to receive the PO Principal Distribution Amount for
Collateral Groups 1 and 3.
Middle REMIC:
The Middle REMIC Regular Interests, each
of which is hereby designated as a REMIC regular interest for
federal income tax purposes, shall have the following principal
balances and pass-through rates in the manner set forth in the
following table:
|
Middle
REMIC
Interests
|
Initial
Balance
|
Pass-
Through Rate
|
Corresponding
Class in the Master REMIC
|
|
MT-1-A-1
|
(3)
|
6.250%
|
1-A-1
|
|
MT-1-A-2
|
(3)
|
6.250%
|
1-A-2
|
|
MT-1-A-3
|
(3)
|
6.250%
|
1-A-3
|
|
MT-1-A-4
|
(3)
|
6.250%
|
1-A-4
|
|
MT-2-A-1
|
(3)
|
6.250%
|
2-A-1
|
|
MT-2-A-2
|
(3)
|
6.750%
|
2-A-2
|
|
MT-2-A-3
|
(3)
|
6.500%
|
2-A-3
|
|
MT-2-A-4
|
(3)
|
6.500%
|
2-A-4
|
|
MT-2-A-5
|
(3)
|
6.500%
|
2-A-5
|
|
MT-3-A-1
|
(3)
|
5.500%
|
3-A-1
|
|
MT-PO
|
(3)
|
0.000%
|
PO
|
|
MT-15-A-X
|
(1)
|
(1)
|
15-A-X
|
|
MT-30-A-X
|
(4)
|
(4)
|
30-A-X
|
|
MT-A-UR
|
(3)
|
6.250%
|
A-UR
|
|
MT-B-1
|
(3)
|
(2)
|
B-1
|
|
MT-B-2
|
(3)
|
(2)
|
B-2
|
|
MT-B-3
|
(3)
|
(2)
|
B-3
|
|
MT-B-4
|
(3)
|
(2)
|
B-4
|
|
MT-B-5
|
(3)
|
(2)
|
B-5
|
|
MT-B-6
|
(3)
|
(2)
|
B-6
|
_______________
(1)
The Class MT-15-A-X
shall not have a principal balance. The Class MT-15-A-X shall
be entitled to the excess interest on the Non-Discount Mortgage
Loans in Collateral Group 3, which excess corresponds to 100% of
the distributions on the LT-15-A-X interest issued by the
Subsidiary REMIC.
(2)
The Calculation Rate,
which rate equals the product of (i) 10 and (ii) the weighted
average rate of the outstanding Class LT1 and Class LT2 interests
corresponding to each Collateral Group, treating each such Class
LT1 interest as capped at zero or reduced by a fixed percentage of
100% of the interest accruing on such Class. The Calculation
Rate is designed to always equal the Pass-Through Rate of each
class of the Subordinate Certificates.
(3)
The initial principal
balance of each of these Middle REMIC Regular Interests shall equal
the initial Class Principal Balance of its Corresponding Class of
Certificates.
(4)
The Class MT-30-A-X
shall not have a principal balance. The Class MT-30-A-X shall
be entitled to the excess interest on the Non-Discount Mortgage
Loans in Collateral Groups 2, which excess corresponds to 100% of
the distributions on the LT-30-A-X interest issued by the
Subsidiary REMIC.
Each Middle REMIC Regular Interest shall
receive principal distributions and allocations of Realized Losses
equal to those for its corresponding class in the Master
REMIC.
Master REMIC:
The following table sets forth
characteristics of the Certificates, together with the minimum
denominations and integral multiples in excess thereof in which
such Classes shall be issuable (except that one Certificate of each
Class of Certificates may be issued in a different
amount):
|
Class
|
Initial Certificate Principal
Balance or Notional Amount
|
Initial Pass-Through
Rate
|
|
Integral Multiples
|
|
1-A-1 (1)
|
$75,496,000
|
6.25%
|
$25,000
|
$1
|
|
1-A-2 (1)
|
$6,308,000
|
6.25%
|
$25,000
|
$1
|
|
1-A-3 (1)
|
$18,885,000
|
6.25%
|
$25,000
|
$1
|
|
1-A-4 (1)
|
$1,566,000
|
6.25%
|
$25,000
|
$1
|
|
2-A-1 (1)
|
$46,498,000
|
6.25%
|
$25,000
|
$1
|
|
2-A-2 (1)
|
$46,498,000
|
6.75%
|
$25,000
|
$1
|
|
2-A-3 (1)
|
$7,505,000
|
6.50%
|
$25,000
|
$1
|
|
2-A-4 (1)
|
$23,313,000
|
6.50%
|
$25,000
|
$1
|
|
2-A-5 (1)
|
$1,812,000
|
6.50%
|
$25,000
|
$1
|
|
3-A-1 (1)
|
$26,886,000
|
5.50%
|
$25,000
|
$1
|
|
A-LR
|
$50
|
6.25%
|
100%
|
$1
|
|
A-UR
|
$50
|
6.25%
|
100%
|
$1
|
|
PO (4)
|
$2,249,930
|
0.00%
|
$25,000
|
$1
|
|
30-A-X (2)
|
$8,143,764
|
6.50%
|
$100,000
|
$1
|
|
15-A-X
(3)
|
$3,296,743
|
5.50%
|
$100,000
|
$1
|
|
B-1
|
$7,780,000
|
6.29% (5)
|
$25,000
|
$1
|
|
B-2
|
$2,729,000
|
6.29% (5)
|
$25,000
|
$1
|
|
B-3
|
$1,637,000
|
6.29% (5)
|
$25,000
|
$1
|
|
B-4
|
$1,637,000
|
6.29% (5)
|
$25,000
|
$1
|
|
B-5
|
$1,228,000
|
6.29% (5)
|
$25,000
|
$1
|
|
B-6
|
$958,992
|
6.29% (5)
|
$25,000
|
$1
|
|
P
|
(6)
|
N/A
|
N/A
|
N/A
|
___________
(1)
This Class shall be
issued in uncertificated form and shall constitute an
Uncertificated REMIC Interest.
(2)
The Class 30-A-X
Certificates are Interest Only Certificates, will not be entitled
to distributions in respect of principal and will bear interest on
the related Notional Amount (initially $8,143,764).
(3)
The Class 15-A-X
Certificates are Interest Only Certificates, will not be entitled
to distributions in respect of principal and will bear interest on
the related Notional Amount (initially $3,296,743).
(4)
The Class PO
Certificates are Principal Only Certificates and will not be
entitled to distributions in respect of interest.
(5)
Interest will accrue on
the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class
B-6 Certificates at a per annum rate equal to the weighted average
of (i) 6.250% for the Loans, or portions thereof, contributing
to Collateral Group 1, (ii) 6.500% for the Loans, or
portions thereof, contributing to Collateral Group 2, and
5.500% for the Loans in Collateral Group 3, weighted on the basis
of the portion of the aggregate principal balance of the Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates attributable to each such Collateral Group. The
per annum Pass-Through Rate on the Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6 Certificates for the first
Interest Accrual Period is 6.39%.
(6)
The Class P
Certificates do not have an aggregate principal balance and shall
not be entitled to distributions in respect of principal or
interest. The Class P Certificates shall be entitled to Class
P Prepayment Charges collected. The Class P Certificates do
not represent an interest in any REMIC created hereby.
The foregoing REMIC structure is intended
to cause all of the cash from the Mortgage Loans (exclusive of the
Class P Prepayment Charges) to flow through to the Master REMIC as
cash flow on a REMIC regular interest, without creating any
shortfall—actual or potential (other than for credit losses)
to any REMIC regular interest. To the extent that the
structure is believed to diverge from such intention the party
identifying any ambiguity or drafting error shall notify each of
the parties hereto, and shall, in accordance with Section 10.01 of
this Agreement, attempt to resolve any ambiguities or correct any
drafting errors to accomplish such intention.
Set forth below are designations of
Classes of Certificates to the categories used herein:
Book-Entry Certificates
All Classes of Offered Certificates other
than the Physical Certificates.
ERISA-Restricted Classes
The Residual Certificates and the Private
Certificates, and any Certificates that do not satisfy the
applicable ratings requirement under the Underwriter’s
Exemption.
Exchangeable Certificates
The Class 1-A-5, Class 2-A-6 and Class
2-A-7 Certificates.
Group 1 Certificates
The Class 1-A-1, Class 1-A-2, Class 1-A-3
and Class 1-A-4 Certificates.
Group 2 Certificates
The Class 2-A-1, Class 2-A-2, Class
2-A-3, Class 2-A-4 and Class 2-A-5 Certificates.
Group 3 Certificates
The Class 3-A-1 Certificates.
Interest Only Certificates
The Class 15-A-X and Class 30-A-X
Certificates.
Lockout Certificates
The Class 1-A-3, Class 1-A-4, Class 2-A-4
and Class 2-A-5 Certificates.
Offered Certificates
All Classes of Certificates other than
the Private Certificates.
Physical Certificates
The Private Certificates and the Residual
Certificates.
Principal Only Certificates
The Class PO Certificates.
Private Certificates
The Class B-4, Class B-5 and Class B-6,
and Class P Certificates.
Rating Agencies
S&P and Moody’s.
Regular Certificates
All Classes of Certificates, other than
the Residual Certificates and the Class P Certificates.
Residual Certificates
The Class A-LR and Class A-UR
Certificates.
Senior Certificates
The Group 1, Group 2, Group 3 and
Interest Only and Principal Only Certificates.
Subordinate Certificates
The Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6 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:
10-K Filing Deadline
: As defined in Section
9.12.
Accountant’s
Attestation : As defined
in Section 3.22(b)(i).
Accrued Certificate
Interest : With respect
to any Distribution Date and any interest bearing Class of
Certificates, the sum of (i) one month’s interest accrued
during the related Interest Accrual Period at the Pass-Through Rate
for such Class on the related Certificate Principal Balance or
Notional Amount, as applicable, subject to reduction as provided in
Section 4.02(b) plus (ii) any Class Unpaid Interest Amounts
for such Class.
Additional Form 10-D
Disclosure : As defined
in Section 9.12.
Additional Form 10-K
Disclosure : As defined
in Section 9.12.
Additional Servicer
: Each Affiliate of any Servicer
that services any of the Mortgage Loans and each person that is not
an Affiliate of any such Servicer that services 10% or more of the
Mortgage Loans.
Adjustment Amount
: With respect to the Special
Hazard Loss Coverage Amount and, with respect to each anniversary
of June 1, 2006, the amount, if any, by which the Special Hazard
Loss Coverage Amount (without giving effect to the deduction of the
Adjustment Amount for such anniversary) exceeds the greatest of
(x) the product of 1% and the outstanding principal balance of
all the Mortgage Loans on the Distribution Date immediately
preceding such anniversary, (y) the outstanding principal
balance of Mortgage Loans secured by Mortgaged Properties in the
highest California zip code concentration on the Distribution Date
immediately preceding such anniversary, and (z) twice the
outstanding principal balance of the Mortgage Loan which has the
largest outstanding principal balance on the Distribution Date
immediately preceding such anniversary.
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.
Aggregate Subordinate Optimal
Principal Amount : For
any Distribution Date, the sum of the Subordinate Optimal Principal
Amounts for each Collateral Group.
Aggregate Subordinate
Percentage : With
respect to the Subordinate Certificates and as of any Distribution
Date, the aggregate Certificate Principal Balance for the
Subordinate Certificates divided by the Aggregate Pool
Principal Balance (net of the PO Percentage of the Scheduled
Principal Balance of each Discount Mortgage Loan).
Agreement : This Pooling and Servicing Agreement and all
amendments or supplements hereto.
Allocable Share
: For any Distribution Date and
with respect to each Class of Subordinate Certificates, the portion
of the Aggregate Subordinate Optimal Principal Amount allocable to
such Class, equal to the product of the Aggregate Subordinate
Optimal Principal Amount on such Distribution Date and a fraction,
the numerator of which is the related Certificate Principal Balance
thereof and the denominator of which is the aggregate of the
Certificate Principal Balances of the Subordinate
Certificates.
American Home : American Home Mortgage Servicing, Inc. and
its successors and assigns, in its capacity as Servicer of the
American Home Serviced Mortgage Loans.
American Home Serviced Mortgage
Loans : The Mortgage
Loans for which American Home is listed as “Servicer”
on the Mortgage Loan Schedule.
American Home Servicing
Agreement : Solely with
respect to the American Home Serviced Mortgage Loans, (1) the
Master Seller’s Purchase, Warranties and Interim Servicing
Agreement, dated as of May 1, 2005, as amended by Amendment Number
One, dated as of October 18, 2005, and as further amended by
Amendment Number Two, dated as of May 9, 2006 and (2) the Master
Loan Purchase and Servicing Agreement dated as of December 1, 2005,
in each case, between UBS Real Estate Securities Inc. and American
Home, as the same may be amended from time to time.
Amount Available for Group 1
Principal : As to any
Distribution Date, Group 1 Available Funds for such Distribution
Date reduced by the aggregate amount distributable on such
Distribution Date in respect of interest on the Group 1
Certificates pursuant to Section 4.02(a)(i) priority first
sub-clause (A).
Amount Available for Group 2
Principal : As to any
Distribution Date, Group 2 Available Funds for such Distribution
Date reduced by the aggregate amount distributable on such
Distribution Date in respect of interest on the Group 2
Certificates and Class A-X Certificates pursuant to Section
4.02(a)(i) priority first sub-clause (B).
Amount Available for Group 3
Principal : As to any
Distribution Date, Group 3 Available Funds for such Distribution
Date reduced by the aggregate amount distributable on such
Distribution Date in respect of interest on the Group 3
Certificates pursuant to Section 4.02(a)(i) priority first
sub-clause (C).
Amount Available for PO
Recoveries : With respect to
Collateral Group 1 and Collateral Group 3 and any Distribution
Date, the aggregate of the PO Percentage of Recoveries on each
Discount Mortgage Loan in such Collateral Group for such
Distribution Date (and with respect to Collateral Group 1, further
multiplied by the Applicable Fraction of each such Discount
Mortgage Loan).
Amount Held for Future
Distribution : As to any
related Distribution Date and any Mortgage Loan or Collateral
Group, the aggregate amount held in the Collection Account at the
close of business on the related Servicer Remittance Date with
respect to such Mortgage Loan or Collateral Group on account of (i)
Principal Prepayments received after the related Prepayment Period,
Liquidation Proceeds and Insurance Proceeds received in the month
of such Distribution Date (and with respect to any Mortgage Loan in
Collateral Group 1 or Collateral Group 2, further multiplied by the
related Applicable Fraction) and (ii) all Scheduled Payments due
after the related Due Date (and with respect to any Mortgage Loan
in Collateral Group 1 or Collateral Group 2, further multiplied by
the related Applicable Fraction).
Annual Statement of
Compliance : As defined
in Section 3.21(a).
Applicable Fraction
: With respect to each Pool 1
Mortgage Loan and either of Collateral Group 1 or Collateral Group
2, the fraction set forth in Section 1.03, or such fraction
multiplied by the Principal Balance of such Mortgage Loan, as the
context requires.
Apportioned Subordinate Principal
Distribution Amount :
For any Distribution Date and the Subordinate Certificates,
the product of (i) the Subordinate Principal Distribution Amount
for the Subordinate Certificates net of any portion thereof applied
to pay any PO Deferred Amount and (ii) the Apportionment
Fraction.
Apportionment Fraction
: With respect to the Subordinate
Certificates and for any Distribution Date, in the event that the
Certificate Principal Balances of the Senior Certificates of any
Certificate Group have been reduced to zero, a fraction, the
numerator of which is equal to the Subordinate Optimal Principal
Amount of the Collateral Group related to such Certificate Group,
and the denominator of which is equal to the Aggregate Subordinate
Optimal Principal Amount.
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(a)(i).
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 June 29,
2006, whereby certain Servicing Agreements solely with respect to
the related Mortgage Loans were assigned to the Depositor for the
benefit of the Certificateholders:
(a)
The Assignment, Assumption and
Recognition Agreement among American Home Mortgage, as company, the
Transferor and the Depositor;
(b)
The Assignment, Assumption and
Recognition Agreement among Cenlar, as company, the Transferor and
the Depositor;
(c)
The Assignment, Assumption and
Recognition Agreement among Chevy Chase, as company, the Transferor
and the Depositor;
(d)
The Assignment, Assumption and
Recognition Agreement among Downey, as company, the Transferor and
the Depositor;
(e)
The Assignment, Assumption and
Recognition Agreement among EverBank, as company, the Transferor
and the Depositor;
(f)
The Assignment, Assumption and
Recognition Agreement among GMACM, as company, the Transferor and
the Depositor;
(g)
The Assignment, Assumption and
Recognition Agreement among IndyMac, as company, the Transferor and
the Depositor;
(h)
The Assignment, Assumption and
Recognition Agreement among Mid America, as company, the Transferor
and the Depositor;
(i)
The Assignment, Assumption and
Recognition Agreement among PHH, as company, the Transferor and the
Depositor;
(j)
The Assignment, Assumption and
Recognition Agreement among SunTrust, as company, the Transferor
and the Depositor;
(k)
The Assignment, Assumption and
Recognition Agreement among Wachovia, as company, the Transferor
and the Depositor; and
(l)
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 Loan, the assignment or mortgage of the related
Proprietary Lease from the Mortgagor to the originator of the
Cooperative Loan.
Back-Up Certification
: As defined in Section
9.12.
Bankruptcy Code
: The United States Bankruptcy
Reform Act of 1978, as amended.
Bankruptcy Coverage Termination
Date : With respect to
any Collateral Group, the point in time at which the Bankruptcy
Loss Coverage Amount is reduced to zero.
Bankruptcy Loss
: With respect to any Mortgage
Loan, a Deficient Valuation or Debt Service Reduction as reported
by the applicable Servicer to the Master Servicer; provided
, however , that a Bankruptcy Loss shall not be deemed a
Bankruptcy Loss hereunder so long as the Master Servicer has
notified the Trustee in writing that either the Master Servicer or
the applicable Servicer is diligently pursuing any remedies that
may exist in connection with the related Mortgage Loan and either
(A) the related Mortgage Loan is not in default with regard to
payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any related escrow
payments in respect of such Mortgage Loan are being advanced on a
current basis by either the Master Servicer or the applicable
Servicer, in either case without giving effect to any Debt Service
Reduction or Deficient Valuation.
Bankruptcy Loss Coverage
Amount : With respect to
any Distribution Date, the Bankruptcy Loss Coverage Amount shall
equal the related Initial Bankruptcy Coverage Amount as reduced by
(i) the aggregate amount of Bankruptcy Losses relating to the
Mortgage Loans since June 1, 2006 and (ii) any permissible
reductions in the Bankruptcy Loss Coverage Amount as evidenced by a
letter of each Rating Agency to the Trust Administrator to the
effect that any such reduction or modification will not adversely
affect the then current ratings assigned to the Senior Certificates
rated by it.
Book-Entry Certificates
: As specified in the Preliminary
Statement.
Business Day : Any day other than (i) a Saturday or a Sunday
or (ii) a day on which banking institutions in the City of New
York, New York, Minnesota, Maryland, or any city in which the
Corporate Trust Office of the Trustee or Trust Administrator is
located are authorized or obligated by law or executive order to be
closed.
Cenlar : Cenlar, FSB, and its successors and assigns,
in its capacity as Servicer of the Cenlar Serviced 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 Issuing Entity and
authenticated by the Trust Administrator in substantially the forms
attached hereto as Exhibits A through F.
Certificate Group
: Any of the Group 1, Group 2 and
Group 3 Certificates, as applicable.
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 any Certificate (other than the Interest Only Certificates and
Class P Certificates) at any date, the maximum dollar amount of
principal to which the Holder thereof is then entitled hereunder,
such amount being equal to the Denomination thereof minus
the sum of (i) all distributions of principal previously made with
respect thereto and (ii) all Realized Losses allocated thereto and,
in the case of any Subordinate Certificates, all other reductions
in Certificate Principal Balance previously allocated thereto
pursuant to Section 4.03; provided , however , that
pursuant to Section 4.03(d), the Certificate Principal Balance of a
Class of Certificates may be increased up to the amount of Realized
Losses previously allocated to such Class in the event that there
is a Recovery on a related Mortgage Loan, and the Certificate
Principal Balance of any individual Certificate of such Class will
be increased by its pro rata share of the increase to such
Class.
Certificate Register
: The register maintained pursuant
to Section 5.02 hereof.
Certificateholder or Holder
: The person in whose name a
Certificate is registered in the Certificate Register, except that,
solely for the purpose of giving any consent pursuant to this
Agreement, any Certificate registered in the name of the Master
Servicer or the Depositor or any affiliate of the Master Servicer
or the Depositor, as applicable, shall be deemed not to be
Outstanding and the Percentage Interest evidenced thereby shall not
be taken into account in determining whether the requisite amount
of Percentage Interests necessary to effect such consent has been
obtained; provided , however , that if any such
Person (including the Master Servicer or the Depositor) owns 100%
of the Percentage Interests evidenced by a Class of Certificates,
such Certificates shall be deemed to be Outstanding for purposes of
any provision hereof that requires the consent of the Holders of
Certificates of a particular Class as a condition to the taking of
any action hereunder. The Trust Administrator is entitled to
rely conclusively on a certification of the Master Servicer or the
Depositor or any affiliate of the Master Servicer or the Depositor,
as applicable, in determining which Certificates are registered in
the name of an affiliate of the Master Servicer or the
Depositor.
Certification Parties
: As defined in Section
9.12.
Certifying Person
: As defined in Section
9.12.
Chevy Chase : Chevy Chase Bank, F.S.B., and its successors
and assigns, in its capacity as Servicer of the Chevy Chase
Serviced Mortgage Loans.
Chevy Chase Serviced Mortgage
Loans : The Mortgage
Loans for which Chevy Chase is listed as “Servicer” on
the Mortgage Loan Schedule.
Chevy Chase Servicing
Agreement : Solely with
respect to the Chevy Chase Serviced Mortgage Loans, the Amended and
Restated Master Loan Purchase and Servicing Agreement, dated as of
July 1, 2005, as amended and restated to and including July 1,
2006, by and among the Master Servicer, UBS Real Estate Securities
Inc., as seller, and Chevy Chase, as servicer, as the same may be
amended from time to time.
Class : All Certificates bearing the same class
designation as set forth in the Preliminary Statement.
Class Interest Shortfall
: As to any Distribution Date and
any interest-bearing Class of Certificates, the amount by which the
amount described in clause (i) of the definition of “Accrued
Certificate Interest” for such Class exceeds the amount of
interest actually distributed on such Class on such Distribution
Date pursuant to such clause (i).
Class P Certificates
: All Certificates bearing the
class designation of “Class P.”
Class P Prepayment Charges
: Any prepayment premium, penalty
or charge to which the Issuing Entity is entitled with respect to
Mortgage Loans identified on Schedule III attached
hereto.
Class Prepayment Distribution
Trigger : This trigger
is satisfied with respect to any Class of Subordinate Certificates
and any Distribution Date, if either (i) the fraction, the
numerator of which is the aggregate Certificate Principal Balance
of such Class and each Class of Subordinate Certificates
subordinate thereto, immediately prior to such Distribution Date,
and the denominator of which is the Aggregate Pool Principal
Balance with respect to that Distribution Date, equals or exceeds
such percentage calculated as of the Closing Date or (ii) such
Class of Subordinate Certificates is the only Class of Subordinate
Certificates then outstanding.
Certificate Principal
Balance : With respect
to any Class of Certificates (other than a Class of Interest Only
Certificates and the Class P Certificates) and as to any date of
determination, the aggregate of the Certificate Principal Balances
of all Certificates of such Class as of such date.
Class Unpaid Interest
Amounts : As to any
Distribution Date and any interest-bearing Class of Certificates,
the amount by which the aggregate Class Interest Shortfalls for
such Class on prior Distribution Dates exceeds the amount
distributed on such Class on prior Distribution Dates pursuant to
clause (ii) of the definition of “Accrued Certificate
Interest” for such Class.
Clean-up Call Mortgage Loan
Price : With respect to
each Mortgage Loan (not including REO Properties) to be purchased
pursuant to Section 10.01(a), the greater of (x) the Par Call Price
for such Mortgage Loan and (y) the Fair Market Value Call Price for
such Mortgage Loan.
Clean-up Call REO Property
Price : With respect to
each REO Property to be purchased pursuant to Section 10.01(a), the
lesser of (x) the appraised value of such REO Property as
determined by the higher of two appraisals completed by two
independent appraisers selected by the Master Servicer at the
expense of the Master Servicer and (y) the unpaid principal balance
of each Mortgage Loan related to such REO Property plus accrued and
unpaid interest thereon at the applicable Net Mortgage
Rate.
Closing Date : June 29, 2006.
Code : The Internal Revenue Code of 1986, including
any successor or amendatory provisions.
Collateral Group
: Any of Collateral Group 1,
Collateral Group 2 or Collateral Group 3, as applicable.
Collateral Group 1
: For purposes of allocating
principal collections, Advances of principal and otherwise as
specified herein, a group consisting of (a) the aggregate Scheduled
Principal Balance of each of the Pool 1 Mortgage Loans in Subgroup
A and (b) the aggregate of the Applicable Fraction for Collateral
Group 1 of the Scheduled Principal Balance of each of the Mortgage
Loans in Subgroup B having Net Mortgage Rates greater than 6.250%
and less than 6.500%, as of the Cut-off Date.
Collateral Group 2
: For purposes of allocating
principal collections, Advances of principal and otherwise as
specified herein, a group consisting of (a) the aggregate of the
Applicable Fraction for Collateral Group 2 of the Scheduled
Principal Balance of each of the Pool 1 Mortgage Loans in Subgroup
B having Net Mortgage Rates greater than 6.250% and less than
6.5000%, as of the Cut-off Date and (b) the aggregate Scheduled
Principal Balance of each of the Pool 1 Mortgage Loans in Subgroup
C.
Collateral Group 3
: The Pool 2 Mortgage Loans,
collectively.
Collection Account
: The separate Eligible Account or
Accounts created and maintained by the Master Servicer pursuant to
Section 3.07 with a depository institution in the name of the
Master Servicer for the benefit of the Trustee on behalf of
Certificateholders and designated “Wells Fargo Bank, N.A.,
for the benefit of The Bank of New York, in trust for the
registered Holders of MASTR Alternative Loan Trust 2006-3, Mortgage
Pass-Through Certificates Series 2006-3”. 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 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 Loan
: A Mortgage Loan that is secured
by a first 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
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
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
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 101 Barclay Street, 8W, New York, New York
10286, Attention: Structured Finance—MASTR Alternative Loan
Trust 2006-3, 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—MALT
2006-3, and for all other purposes at 9062 Old Annapolis Road,
Columbia, Maryland 21045, Attention: Corporate Trust
Services—MALT 2006-3.
Covered Loan : A Mortgage Loan categorized as Covered
pursuant to Appendix E of Standard & Poor’s
Glossary.
Cross-Over Date
: The Distribution Date on which
the aggregate Certificate Principal Balance of the Subordinate
Certificates has been reduced to zero.
Custodian : Wells Fargo, and any successor thereto
appointed hereunder.
Cut-off Date : June 1, 2006.
Cut-off Date Pool Balance
: $272,987,024.
Cut-off Date Principal
Balance : As to any
Mortgage Loan, the Scheduled Principal Balance thereof as of the
close of business on the Cut-off Date.
Debt Service Reduction
: With respect to any Mortgage
Loan, a reduction by a court of competent jurisdiction in a
proceeding under the Bankruptcy Code in the Scheduled Payment for
such Mortgage Loan which became final and non-appealable, except
such a reduction resulting from a Deficient Valuation or any
reduction that results in a permanent forgiveness of
principal.
Deficient Valuation
: With respect to any Mortgage
Loan, a valuation by a court of competent jurisdiction of the
Mortgaged Property in an amount less than the then outstanding
indebtedness under the Mortgage Loan, or any reduction in the
amount of principal to be paid in connection with any Scheduled
Payment that results in a permanent forgiveness of principal, which
valuation or reduction results from an order of such court which is
final and non-appealable in a proceeding under the Bankruptcy
Code.
Definitive Certificates
: Any Certificate evidenced by a
Physical Certificate and any Certificate issued in lieu of a
Book-Entry Certificate pursuant to Section 5.02(e).
Deleted Mortgage Loan
: Any Mortgage Loan that is
required to be repurchased pursuant to Section 2.02 or
2.03.
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
: The date on which a Servicer is
required to determine the amount it is required to advance pursuant
to the applicable Servicing Agreement.
Discount Mortgage Loan
: With regard to Collateral Group 1
and Collateral Group 3, any Mortgage Loan with a Net Mortgage Rate
that is less than the applicable Required Coupon as of the Cut-off
Date. There are no Discount Mortgage Loans in Collateral
Group 2.
Distribution Account
: The separate Eligible Account
created and maintained by the Trust Administrator pursuant to
Section 3.07 in the name of the Trust Administrator for the benefit
of the Certificateholders and designated “Wells Fargo Bank,
N.A., in trust for registered Holders of MASTR Alternative Loan
Trust 2006-3, Mortgage Pass-Through Certificates, Series
2006-3.” 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 July 2006.
Distribution Date Statement
: The statement delivered to the
Certificateholders pursuant to Section 4.04.
Downey : Downey Savings and Loan Association, F.A.,
and its successors and assigns, in its capacity as Servicer of the
Downey Serviced Mortgage Loans.
Downey Mortgage Loans
: The Mortgage Loans for which
Downey is listed as “Servicer” on the Mortgage Loan
Schedule.
Downey Servicing Agreement
: Solely with respect to the Downey
Mortgage Loans, the Master Loan Purchase and Servicing Agreement,
dated as of August 1, 2002 by and between the Transferor, as
purchaser, and Downey, as seller and as servicer, and as the same
may be amended from time to time, and any assignments and
conveyances related to the Downey Mortgage Loans.
Due Date : With respect to any Distribution Date, the
first day of the month in which the related 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 Rating Agency 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 Trust
Administrator and to each Rating Agency, the Certificateholders
have a claim with respect to the funds in such account or a
perfected first priority security interest against any collateral
(which shall be limited to Permitted Investments) securing such
funds that is superior to claims of any other depositors or
creditors of the depository institution or trust company in which
such account is maintained, or (iii) a non-interest bearing
segregated trust account or accounts maintained with (a) the trust
department of a federal or state chartered depository institution
or (b) a trust company, acting in its fiduciary capacity or (iv)
any other account acceptable to each Rating Agency, as stated by
each such Rating Agency in writing. Eligible Accounts may
bear interest, and may include, if otherwise qualified under this
definition, accounts maintained with the Trust
Administrator.
Eligible Substitute Mortgage
Loan : With respect to a
Mortgage Loan substituted by the Transferor for a Deleted Mortgage
Loan, a Mortgage Loan which must, on the date of such substitution,
(i) have a Scheduled Principal Balance, after deduction of the
principal portion of the Scheduled Payment due in the month of
substitution (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
Scheduled 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 2.04 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 Loan unless the Deleted Mortgage
Loan was a Cooperative Loan. Any Mortgage Loan substituted
for a Discount Mortgage Loan shall for all purposes of this
Agreement be treated as having the same interest rate as the
Mortgage Loan it replaced, except that any excess interest shall be
paid to the Class 15-A-X Certificates.
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.
Escrow Account : The Eligible Account or Accounts established
and maintained pursuant to Section 3.08 hereof.
EverBank : EverBank, and its successors and assigns, in
its capacity as Servicer of the EverBank Serviced Mortgage
Loans.
EverBank Serviced Mortgage
Loans : The Mortgage
Loans for which EverBank is listed as “Servicer” on the
Mortgage Loan Schedule.
EverBank Servicing
Agreement : Solely with
respect to the EverBank Serviced Mortgage Loans, the Servicing
Agreement dated as of April 1, 2005, by and among the Master
Servicer, UBS Real Estate Securities Inc., as seller, and EverBank,
as servicer, as the same may be amended from time to
time.
Excess Loss : With respect to any Mortgage Loan, the amount
of any (i) Fraud Loss realized after the Fraud Loss Coverage
Termination Date, (ii) Special Hazard Loss realized after the
Special Hazard Coverage Termination Date or (iii) Deficient
Valuation realized after the Bankruptcy Coverage Termination
Date.
Excess Proceeds
: With respect to any Liquidated
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 Loan, exceeds (i) the
Scheduled Principal Balance of such Liquidated Loan as of the Due
Date in the month in which such Mortgage Loan became a Liquidated
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.
Exchangeable Certificates
: The Class 1-A-5, Class 2-A-6 and
Class 2-A-7 Certificates issued or issuable pursuant to the Trust
Agreement in exchange for and in accordance with the Trust
Agreement for the Exchangeable REMIC Certificates.
Exchangeable REMIC
Certificates : The Class
1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 2-A-1, Class
2-A-2, Class 2-A-3, Class 2-A-4 and Class 2-A-5
Certificates.
Fair Market Value Call
Price : With respect to
each Mortgage Loan (not including REO Properties) to be purchased
pursuant to Section 10.01(a) hereof, the fair market value of such
Mortgage Loan (to be determined pursuant to a bid procedure set
forth in Section 10.01(b) hereof) plus accrued and unpaid interest
thereon at the applicable Net Mortgage Rate.
Fair Market Value Excess
: With respect to each Mortgage
Loan to be purchased pursuant to Section 10.01(a) hereof, the
excess, if any, of the Fair Market Value Call Price for such
Mortgage Loan, over the Par Call Price for such Mortgage Loan. Any
Fair Market Value Excess will not become part of the Group 1
Available Funds, Group 2 Available Funds or Group 3 Available
Funds, but shall instead be distributed directly to the Holders of
the Class A-LR Certificates pursuant to Section 4.02(h)
hereof.
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
: 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.
Final Scheduled Distribution
Date : The Distribution
Date in July 2036.
Financing Statement
: A financing statement in the form
of a UCC-1 or UCC-3, as applicable, filed pursuant to the Uniform
Commercial Code to perfect a security interest in the Cooperative
Shares and Pledge Instruments.
Fitch : Fitch, Inc., or any successor thereto.
If Fitch is designated as a Rating Agency in the Preliminary
Statement, for purposes of Section 11.05(b), the address for
notices to Fitch shall be One State Street Plaza, New York, NY
10004, Attention: MBS Monitoring MASTR Alternative Loan Trust
2006-3, or such other address as Fitch may hereafter furnish to
each party to this Agreement.
Form 8-K Disclosure
Information : As defined
in Section 9.12.
Fraud Loan : A Liquidated Loan as to which a Fraud Loss
has occurred.
Fraud Loss Coverage Amount
: As of the Closing Date,
$8,189,611 subject to reduction from time to time by the aggregate
amount of Fraud Losses that would have been previously allocated to
the Subordinate Certificates in the absence of the Loss Allocation
Limitation since the Cut-off Date. In addition, such Fraud
Loss Coverage Amount will be reduced as follows: (a) on July
1, 2007, to an amount equal to $5,459,740 less the aggregate
amount of Fraud Losses that would have been previously allocated to
the Subordinate Certificates in the absence of the Loss Allocation
Limitation since the Cut-off Date, (b) on July 1, 2008, to an
amount equal to $2,729,870 less the aggregate amount of
Fraud Losses that would have been previously allocated to the
Subordinate Certificates in the absence of the Loss Allocation
Limitation since the Cut-off Date and (c) after the earlier to
occur of the Cross-Over Date and July 1, 2011, to zero.
Fraud Loss Coverage Termination
Date : The point in time
at which the Fraud Loss Coverage Amount is reduced to
zero.
Fraud Losses : Realized Losses on Mortgage Loans as to which
a loss is sustained by reason of a default arising from fraud,
dishonesty or misrepresentation in connection with the related
Mortgage Loan, including a loss by reason of the denial of coverage
under any related Primary Insurance Policy because of such fraud,
dishonesty or misrepresentation as reported by the applicable
Servicer to the Master Servicer.
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.
GMACM : GMACM Mortgage Corporation, a Pennsylvania
corporation, and its successors and assigns, in its capacity as
Servicer of the GMACM Serviced Mortgage Loans.
GMACM Mortgage Loans
: The Mortgage Loans for which
GMACM is listed as “Servicer” on the Mortgage Loan
Schedule.
GMACM Servicing Agreement
: Solely with respect to the GMACM
Mortgage Loans, the Servicing Agreement, dated as of November 1,
2001, between the Transferor and GMACM, as the same may be amended
from time to time, and any assignments and conveyances related to
the GMACM Mortgage Loans.
Grantor Trust : That portion of the Issuing Entity, exclusive
of any REMIC, that holds the rights of the Class P
Certificateholders to receive Class P Prepayment
Charges.
Group 1 Available Funds
: As to any Distribution Date, the
sum of (a) the aggregate amount held in the Collection Account at
the close of business on the related Servicer Remittance Date and,
without duplication, on deposit in the Distribution Account at the
close of business of the related Distribution Account Deposit Date,
attributable to the Applicable Fraction of each of the Group 1
Mortgage Loans net of (i) the Amount Held for Future Distribution
related to the Group 1 Mortgage Loans, (ii) amounts related to the
Applicable Fraction of each of the Group 1 Mortgage Loans permitted
to be withdrawn from the Collection Account pursuant to clauses
(i)-(viii) inclusive and clauses (ix)(a)(ii) and (iii), (ix)(b),
(x) and (xi) of Section 3.10(a), (iii) after giving effect to all
amounts deposited to the Distribution Account from the Collection
Account, amounts related to the Applicable Fraction of each of the
Group 1 Mortgage Loans permitted to be withdrawn from the
Distribution Account pursuant to clauses (i)-(iv) inclusive of
Section 3.10(b) each as it relates to the Applicable Fraction of
each of the Group 1 Mortgage Loans, and (iv) any amounts
representing Fair Market Value Excess with respect to the
Applicable Fraction of each Group 1 Mortgage Loan received in
connection with the termination of the Trust Fund pursuant to
Section 10.01 hereof, (b) the amount of the related Advances
related to the Applicable Fraction of each of the Group 1 Mortgage
Loans and (c) in connection with each Deleted Mortgage Loan in
Collateral Group 1, the Purchase Price and Substitution Adjustment
Amount of each such Mortgage Loan multiplied by the related
Applicable Fraction of such Mortgage Loan required to be deposited
on the related Distribution Account Deposit Date.
Group 1 Certificates
: As specified in the Preliminary
Statement.
Group 1 Mortgage Loans
: The Pool 1 Mortgage Loans
contributing to Collateral Group 1.
Group 1 PO Deferred Amount . With respect to Collateral Group 1 and any
Distribution Date on or prior to the Cross-Over Date, the sum of
(i) the applicable PO Percentage of the principal portion of each
Realized Loss on each Discount Mortgage Loan contributing to
Collateral Group 1 other than Excess Losses, multiplied by the
related Applicable Fraction, to be allocated to the Class PO
Certificates on such Distribution Date and (ii) all amounts
previously allocated to the Class PO Certificates in respect of
such losses and not distributed to the Class PO Certificates on
prior Distribution Dates. After the Cross-Over Date, the
Group 1 PO Deferred Amount shall be zero.
Group 1 Principal Balance
: As to any Distribution Date, the
aggregate for each Group 1 Mortgage Loan which was an Outstanding
Mortgage Loan on the Due Date in the month preceding the month of
such Distribution Date, of the product of (i) the Scheduled
Principal Balance of such Mortgage Loan multiplied by (ii) the
Applicable Fraction thereof.
Group 1 Priority Prepayment
Distribution Percentage :
For any Distribution Date, the Group 1 Priority Percentage
multiplied by the Stepdown Percentage for such Distribution
Date.
Group 1 Priority Percentage
: With respect to any Distribution
Date prior to the fifth anniversary of the Closing Date, zero; with
respect to any Distribution Date thereafter, a fraction, expressed
as a percentage (a) the numerator of which is equal to the sum of
the Class 1-A-3 Certificate Principal Balance, the Class 1-A-4
Certificate Principal Balance, in each case, immediately prior to
such Distribution Date, and 7,185,000 and (b) the denominator of
which is equal to the aggregate Certificate Principal Balances of
the Class 1-A-1, Class 1-A-2, Class 1-A-3 and Class 1-A-4
Certificates immediately prior to such Distribution
Date.
Group 1 Priority Principal
Distribution Amount :
For any Distribution Date, the lesser of (a) 98% of the
Senior Optimal Principal Amount for Collateral Group 1 and (b) the
sum of (A) the aggregate of the Group 1 Priority Scheduled
Distribution Percentage multiplied by each of the amounts referred
to in clauses (i) and (ii) of the definition “Senior Optimal
Principal Amount” related to the Group 1 Certificates; and
(B) the aggregate of the Group 1 Priority Prepayment Distribution
Percentage multiplied by each of the amounts referred to in clauses
(iii) and (iv) of the definition “Senior Optimal Principal
Amount” related to the Group 1 Certificates; provided
, however , that if a Bankruptcy Loss that is an Excess Loss
is sustained with respect to a Group 1 Mortgage Loan that is not a
Liquidated Loan, the Group 1 Priority Principal Distribution Amount
will be reduced on the related Distribution Date by the Group 1
Priority Scheduled Distribution Percentage multiplied by the Senior
Percentage related to the Group 1 Certificates multiplied by the
applicable Non-PO Percentage relating to the Group 1 Mortgage Loans
of the principal portion of such Bankruptcy Loss multiplied by the
Applicable Fraction of such Mortgage Loan.
Group 1 Priority Scheduled
Distribution Percentage: With respect to (i) any Distribution Date prior
to the Distribution Date in July 2011, 0%; and (ii) any
Distribution Date on or after the Distribution Date in July 2011,
the Group 1 Priority Percentage for such Distribution
Date.
Group 1 Subordinate Amount
: As to any Distribution Date, the
excess of (i) the sum of the related Applicable Fraction of the
Scheduled Principal Balance of each of the Group 1 Mortgage Loans
(net of the PO Percentage of each Group 1 Mortgage Loan) over (ii)
the sum of the Certificate Principal Balances of the Group 1
Certificates (other than the related Interest Only
Certificates).
Group 2 Available Funds
: As to any Distribution Date, the
sum of (a) the aggregate amount held in the Collection Account at
the close of business on the related Servicer Remittance Date and,
without duplication, on deposit in the Distribution Account at the
close of business of the related Distribution Account Deposit Date,
attributable to the Applicable Fraction of each of the Group 2
Mortgage Loans net of (i) the Amount Held for Future Distribution
related to the Group 2 Mortgage Loans, (ii) amounts related to the
Applicable Fractions of the Group 2 Mortgage Loans permitted to be
withdrawn from the Collection Account pursuant to clauses
(i)-(viii) inclusive and clauses (ix)(a)(ii) and (iii), (ix)(b),
(x) and (xi) of Section 3.10(a), (iii) after giving effect to all
amounts deposited to the Distribution Account from the Collection
Account, amounts related to the Applicable Fraction of each of the
Group 2 Mortgage Loans permitted to be withdrawn from the
Distribution Account pursuant to clauses (i)-(iv) inclusive of
Section 3.10(b) each as it relates to the Applicable Fraction of
each of the Group 2 Mortgage Loans, and (iv) any amounts
representing Fair Market Value Excess with respect to the
Applicable Fraction of each Group 2 Mortgage Loan received in
connection with the termination of the Trust Fund pursuant to
Section 10.01 hereof, (b) the amount of the related Advances
related to the Applicable Fraction of each of the Group 2 Mortgage
Loans and (c) in connection with each Deleted Mortgage Loan in
Collateral Group 2, the Purchase Price and Substitution Adjustment
Amount of each such Mortgage Loan multiplied by the related
Applicable Fraction of such Mortgage Loan required to be deposited
on the related Distribution Account Deposit Date.
Group 2 Certificates
: As specified in the Preliminary
Statement.
Group 2 Mortgage Loans
: The Pool 1 Mortgage Loans
contributing to Collateral Group 2.
Group 2 Principal Balance
: As to any Distribution Date, the
aggregate for each Pool 1 Mortgage Loan contributing to Collateral
Group 2 which was an Outstanding Mortgage Loan on the Due Date in
the month preceding the month of such Distribution Date, of the
product of (i) the Scheduled Principal Balance of such Mortgage
Loans multiplied by (ii) the Applicable Fraction
thereof.
Group 2 Priority Percentage
: With respect to any Distribution
Date prior to the fifth anniversary of the Closing Date, zero; with
respect to any Distribution Date thereafter, a fraction, expressed
as a percentage (a) the numerator of which is equal to the sum of
the Class 2-A-4 Certificate Principal Balance, the Class 2-A-5
Certificate Principal Balance, in each case, immediately prior to
such Distribution Date, and 8,793,000 and (b) the denominator of
which is equal to the aggregate Certificate Principal Balances of
the Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4 and Class
2-A-5 Certificates immediately prior to such Distribution
Date.
Group 2 Priority Prepayment
Distribution Percentage :
For any Distribution Date, the Group 2 Priority Percentage
multiplied by the Stepdown Percentage for such Distribution
Date.
Group 2 Priority Principal
Distribution Amount :
For any Distribution Date, the lesser of (a) 98% of the
Senior Optimal Principal Amount for Collateral Group 2 and (b) the
sum of (A) the aggregate of the Group 2 Priority Scheduled
Distribution Percentage multiplied by each of the amounts referred
to in clauses (i) and (ii) of the definition “Senior Optimal
Principal Amount” related to the Group 2 Certificates; and
(B) the aggregate of the Group 2 Priority Prepayment Distribution
Percentage multiplied by each of the amounts referred to in clauses
(iii) and (iv) of the definition “Senior Optimal Principal
Amount” related to the Group 2 Certificates; provided
, however , that if a Bankruptcy Loss that is an Excess Loss
is sustained with respect to a Group 2 Mortgage Loan that is not a
Liquidated Loan, the Group 2 Priority Principal Distribution Amount
will be reduced on the related Distribution Date by the Group 2
Priority Scheduled Distribution Percentage multiplied by the Senior
Percentage related to the Group 2 Certificates multiplied by the
applicable Non-PO Percentage relating to the Group 2 Mortgage Loans
of the principal portion of such Bankruptcy Loss multiplied by the
Applicable Fraction of such Mortgage Loan.
Group 2 Priority Scheduled
Distribution Percentage: With respect to (i) any Distribution Date prior
to the Distribution Date in July 2011, 0%; and (ii) any
Distribution Date on or after the Distribution Date in July 2011,
the Group 2 Priority Percentage for such Distribution
Date.
Group 2 Subordinate Amount
: As to any Distribution Date, the
excess of (i) the sum of the related Applicable Fraction of the
Scheduled Principal Balance of each of the Group 2 Mortgage Loans
(net of the PO Percentage of each Group 2 Mortgage Loan) over (ii)
the sum of the Certificate Principal Balances of the Group 2
Certificates (other than the related Interest Only
Certificates).
Group 3 Available Funds
: As to any Distribution Date, the
sum of (a) the aggregate amount held in the Collection Account at
the close of business on the related Servicer Remittance Date and,
without duplication, on deposit in the Distribution Account at the
close of business of the related Distribution Account Deposit Date,
attributable to the Group 3 Mortgage Loans net of (i) the Amount
Held for Future Distribution related to the Group 3 Mortgage Loans,
(ii) amounts related to the Group 3 Mortgage Loans permitted to be
withdrawn from the Collection Account pursuant to clauses
(i)-(viii) inclusive and clauses (ix)(a)(ii) and (iii), (ix)(b),
(x) and (xi) of Section 3.10(a), (iii) after giving effect to all
amounts deposited to the Distribution Account from the Collection
Account, amounts related to the Group 3 Mortgage Loans permitted to
be withdrawn from the Distribution Account pursuant to clauses
(i)-(iv) inclusive of Section 3.10(b) each as it relates to the
Group 3 Mortgage Loans, and (iv) any amounts representing Fair
Market Value Excess with respect to a Group 3 Mortgage Loan
received in connection with the termination of the Trust Fund
pursuant to Section 10.01 hereof, (b) the amount of the related
Advances related to the Group 3 Mortgage Loans and (c) in
connection with any Deleted Mortgage Loan in Collateral Group 3,
the aggregate of the Purchase Price and Substitution Adjustment
Amount of each such Mortgage Loan required to be deposited on the
related Distribution Account Deposit Date.
Group 3 Certificates
: As specified in the Preliminary
Statement.
Group 3 Mortgage Loans
: The Pool 2 Mortgage
Loans.
Group 3 PO Deferred Amount
: With respect to Collateral Group
3 and any Distribution Date on or prior to the Cross-Over Date, the
sum of (i) the applicable PO Percentage for each Discount Mortgage
Loan in Collateral Group 3 of the principal portion of each
Realized Loss other than an Excess Losses on such Discount Mortgage
Loan to be allocated to the Class PO Certificates on such
Distribution Date and (ii) all amounts previously allocated to the
Class PO Certificates in respect of such losses and not distributed
to the Class PO Certificates on prior Distribution Dates.
After the Cross-Over Date, the Group 3 PO Deferred Amount
shall be zero.
Group 3 Principal Balance
: As to any Distribution Date, the
aggregate of the Scheduled Principal Balances of each Group 3
Mortgage Loan which was an Outstanding Mortgage Loan on the Due
Date in the month preceding the month of such Distribution
Date.
Group 3 Subordinate Amount
: As to any Distribution Date, the
excess of (i) the aggregate Scheduled Principal Balances of each of
the Group 3 Mortgage Loans over (ii) the sum of the Certificate
Principal Balances of the Group 3 Certificates.
Group Available Funds
: Any of the Group 1 Available
Funds, Group 2 Available Funds or Group 3 Available Funds, as
applicable.
Group
Balance :
Any of the Group 1 Principal Balance, Group 2 Principal
Balance or Group 3 Principal Balance, as applicable.
Group Subordinate Amount
: Any of the Group 1 Subordinate
Amount, Group 2 Subordinate Amount or Group 3 Subordinate Amount,
as applicable.
High Cost 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 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.
Home Loan : A Mortgage Loan categorized as Home Loan
pursuant to Appendix E of Standard & Poor’s
Glossary.
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; 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 in 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.
IndyMac
: IndyMac Bank,
F.S.B., and its successors and assigns, in its capacity as Servicer
of the IndyMac Serviced Mortgage Loans.
IndyMac Mortgage Loans
: The Mortgage Loans for which
IndyMac is listed as “Servicer” on the Mortgage
Loan.
IndyMac Servicing Agreement
: Solely with respect to the
IndyMac Mortgage Loans, the Master Loan Purchase and Servicing
Agreement, dated as of March 1, 2005, by and among the Master
Servicer, UBS Real Estate Securities Inc., as seller, and IndyMac,
as servicer, as amended by Amendment No. One, dated as of
May 1, 2005, as the same may be amended from time to
time.
Initial Bankruptcy Coverage
Amount :
$150,000.
Initial Certification
: 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.
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 Insurance Policy, in each case other than any
amount included in such Insurance Proceeds in respect of insured
expenses, to the extent such proceeds are not applied to the
restoration of the related Mortgaged Property or released to the
borrower in accordance with the applicable Servicer’s normal
servicing procedures.
Interest Accrual Period
: (i) With respect to each Class of
Certificates, the Subsidiary REMIC Regular Interests, the Middle
REMIC Regular Interests and any Distribution Date, the period from
and including the first day of the month immediately preceding the
month in which such Distribution Date occurs, commencing June 1,
2006, to and including the last day of such immediately preceding
month, on the basis of a 360-day year consisting of twelve 30-day
months.
Interest Only Certificates
: As specified in the Preliminary
Statement.
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.
Liquidated Loan
: With respect to any Distribution
Date, 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.
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, Servicing Advances and 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.
Loan Seller : With respect to any Mortgage Loan, the entity
that sold such Mortgage Loan to the Transferor.
Loss Allocation Limitation
: As defined in Section 4.03(c)
hereof.
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 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.
Mid America : Mid America Bank, fsb, and its successors and
assigns, in its capacity as Servicer of the Mid America Serviced
Mortgage Loans.
Mid America Serviced Mortgage
Loans : The Mortgage
Loans for which Mid America is listed as “Servicer” on
the Mortgage Loan Schedule.
Mid America Servicing
Agreement : Solely with
respect to the Mid America Serviced Mortgage Loans, the Master Loan
Purchase and Servicing Agreement dated as of September 1, 2002, as
amended and restated to and including December 1, 2005 by and
between the Transferor, as purchaser, and Mid America, as seller
and as servicer, and as the same may be amended from time to time,
and any assignments and conveyances related to the Mid America
Mortgage Loans.
Middle REMIC: As specified in the Preliminary
Statement.
Middle REMIC Regular
Interest: As specified
in the Preliminary Statement.
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 first 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 June 1, 2006, between the
Transferor and the Depositor.
Mortgage Loan Schedule
: The list of Mortgage Loans (as
from time to time amended by the 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
Scheduled 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) the last scheduled Due Date on which a Scheduled Payment was
applied to the Scheduled Principal Balance; (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 Loan-to-Value Ratio at
origination; (21) the date on which the first Scheduled Payment was
due on the Mortgage Loan after the origination date; (22) a code
indicating the documentation style of the Mortgage Loan; (23) a
code indicating if the Mortgage Loan is subject to a Primary
Insurance Policy and, if so, the name of the Qualified Mortgage
Insurer, the certificate number and the coverage amount of the
Primary Insurance Policy; (24) the Servicing Fee Rate; (25) a code
indicating whether the Mortgage Loan is subject to a prepayment
penalty and, if so, the term of such prepayment penalty and whether
the same shall be a Class P Prepayment Charge; (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) a code indicating which Loan Pool such
Mortgage Loan is included in; (30) the date on which the Loan was
transferred to the Transferor; (31) the initial Servicer; and (32)
a code indicating whether the Mortgage Loan is a Cooperative
Loan.
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 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 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 Rate : The annual rate of interest borne by a
Mortgage Note from time to time.
Mortgaged Property
: The underlying real property
securing a Mortgage Loan or, with respect to a Cooperative Loan,
the related Cooperative Shares and Proprietary Lease.
Mortgagor : The obligor(s) on a Mortgage Note.
Net Mortgage Rate
: As to each Mortgage Loan, and at
any time, the per annum rate equal to the Mortgage Rate less
the related Servicing Fee Rate. For purposes of determining
whether any Eligible Substitute Mortgage Loan is a Discount
Mortgage Loan or a Non-Discount Mortgage Loan and for purposes of
calculating the applicable PO Percentage and applicable Non-PO
Percentage, each Eligible Substitute Mortgage Loan shall be deemed
to have a Net Mortgage Rate equal to the Net Mortgage Rate of the
Deleted Mortgage Loan for which it is substituted.
Net Prepayment Interest
Shortfalls : As to any
Distribution Date and Collateral Group, the amount by which the
aggregate of Prepayment Interest Shortfalls for that Collateral
Group during the related Prepayment Period exceeds the amount of
Compensating Interest available to such Collateral Group for such
Distribution Date.
Non-Discount Mortgage Loan
: With respect to any Collateral
Group, any Mortgage Loan with a Net Mortgage Rate that is greater
than or equal to the related Required Coupon as of the Cut-off
Date.
Non-PO Percentage
: As to any Mortgage Loan (a) that
is a Discount Mortgage Loan, a fraction (expressed as a percentage)
the numerator of which is the Net Mortgage Rate of such Discount
Mortgage Loan and the denominator of which is the related Required
Coupon and (b) that is a Non-Discount Mortgage Loan,
100%.
Non-PO Recoveries
: With respect to any Collateral
Group and any Distribution Date, an amount that is equal to the
excess, if any, of (A) the amount of Recoveries on the
Mortgage Loans contributing to such Collateral Group for such
Distribution Date, over (B) the amount of PO Recoveries for such
Collateral Group for such Distribution Date.
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 any Distribution Date
and the Class 30-A-X Certificates an amount equal to the product of
(x) the aggregate Scheduled Principal Balance of the Non-Discount
Mortgage Loans contributing to Collateral Group 2 and (y) a
fraction, (a) the numerator of which is the weighted average of the
Stripped Interest Rates for such Non-Discount Mortgage Loans and
(b) the denominator of which is 6.500% per annum.
With respect to any Distribution Date and
the Class 15-A-X Certificates, an amount equal to the product of
(x) the aggregate Scheduled Principal Balance of the Non-Discount
Mortgage Loans in Collateral Group 3 and (y) a fraction, (a) the
numerator of which is the weighted average of the Stripped Interest
Rates for such Non-Discount Mortgage Loans and (b) the denominator
of which is 5.500% per annum.
Offered Certificates
: As specified in the Preliminary
Statement.
Officer’s Certificate
: A certificate (i) signed by the
Chairman of the Board, the Vice Chairman of the Board, the
President, a Managing Director, a Vice President (however
denominated), an Assistant Vice President, the Treasurer, the
Secretary, or one of the Assistant Treasurers or Assistant
Secretaries of the Depositor or the Master Servicer, or (ii) if
provided for in this Agreement, signed by a Master Servicing
Officer, as the case may be, and delivered to the Depositor, the
Trustee and the Trust Administrator, as the case may be, as
required by this Agreement.
Opinion of Counsel
: A written opinion of counsel, who
may be counsel for the Depositor or the Master Servicer, including
in house counsel, reasonably acceptable to the Trustee or the Trust
Administrator, as applicable; provided , however ,
that, with respect to the interpretation or application of the
REMIC Provisions, such counsel must (i) in fact be independent of
the Depositor and the Master Servicer, (ii) not have any direct
financial interest in the Depositor or the Master Servicer or in
any affiliate of either, and (iii) not be connected with the
Depositor or the Master Servicer as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing
similar functions.
Optional Termination
: The termination of the Issuing
Entity created hereunder in connection with the purchase of the
Mortgage Loans pursuant to Section 10.01(a) hereof.
Original Subordinate Principal
Balance : The aggregate
of the Certificate 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 Scheduled 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 Loan prior to such Due
Date.
Ownership Interest
: As to any Residual Certificate,
any ownership interest in such Certificate including any interest
in such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or
beneficial.
Par Call Price : With respect to each Mortgage Loan (not
including REO Properties) to be purchased pursuant to Section
10.01(a) hereof, 100% of the unpaid principal balance of such
Mortgage Loan, plus accrued and unpaid interest thereon at the
applicable Net Mortgage Rate and any unreimbursed Advances, fees
and expenses of the Master Servicer, Trust Administrator and
Trustee.
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.
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 then assigned to the Certificates by
either Rating Agency;
(c)
commercial or finance company paper which
is then receiving the highest commercial or finance company paper
rating of each Rating Agency, or such lower rating as will not
result in the downgrading or withdrawal of the ratings then
assigned to the Certificates by either Rating Agency;
(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 rating then assigned to the Certificates by
either Rating Agency;
(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 then assigned to the
Certificates by either Rating Agency;
(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 rating then assigned to the Certificates by either Rating
Agency;
(g)
repurchase obligations with respect to
any security described in clauses (a) and (b) above, in either case
entered into with a depository institution or trust company (acting
as principal) described in clause (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 rating then assigned to the Certificates by either Rating
Agency, as evidenced by a signed writing delivered by each Rating
Agency;
(i)
units of a taxable money market portfolio
having the highest rating assigned by each Rating Agency 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 the highest rating category by each
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 rating then assigned
to the Certificates by either Rating Agency, as evidenced by a
signed writing delivered by each Rating Agency;
provided that no such instrument shall be a Permitted
Investment if such instrument evidences the right to receive
interest only payments with respect to the obligations underlying
such instrument.
Permitted Transferee
: Any Person other than (i) the
United States, any State or political subdivision thereof, or any
agency or instrumentality of any of the foregoing, (ii) a foreign
government, international organization or any agency or
instrumentality of either of the foregoing, (iii) an organization
(except certain farmers’ cooperatives described in section
521 of the Code) which is exempt from tax imposed by Chapter 1 of
the Code (including the tax imposed by section 511 of the Code on
unrelated business taxable income) on any excess inclusions (as
defined in section 860E(c)(l) of the Code) with respect to any
Residual Certificate, (iv) rural electric and telephone
cooperatives described in section 1381(a)(2)(C) of the Code, (v) a
Person that is not a citizen or resident of the United States, a
corporation, partnership (except as provided in applicable Treasury
Regulations), or other entity created or organized in or under the
laws of the United States, any state thereof or the District of
Columbia, an estate whose income is subject to United States
federal income tax regardless of its source or a trust if a court
within the United States is able to exercise primary supervision
over the administration of the Issuing Entity and one or more
Persons described in this clause (v) have the authority to control
all substantial decisions of the Issuing Entity (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 (formerly known as
Cendant Mortgage Corporation), a New Jersey corporation, and its
successors and assigns, in its capacity as Servicer of the PHH
Mortgage Serviced Mortgage Loans to the Transferor.
PHH Serviced 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 Amended and Restated Mortgage Loan Flow
Purchase, Sale and Servicing Agreement, dated as of November 1,
2003, between the Transferor and PHH, as the same may be amended
from time to time, and any assignments and conveyances related to
the PHH Mortgage Loans.
Physical Certificate
: As specified in the Preliminary
Statement.
Pledge Instruments
: With respect to each Cooperative
Loan, the Stock Power, the Assignment of Proprietary Lease and the
Security Agreement.
PO Deferred Amount
: The Group 1 PO Deferred Amount
and Group 3 PO Deferred Amount.
PO Percentage : As to any Discount Mortgage Loan, 100%
minus the Non-PO Percentage for such Discount Mortgage Loan.
As to any Non-Discount Mortgage Loan, 0%.
PO Principal Distribution
Amount : As to any
Distribution Date and Collateral Group 1 and Collateral Group 3,
the sum for all of the Discount Mortgage Loans contributing to or
in such Collateral Group, if any, of the applicable PO Percentage
(multiplied by the Applicable Fraction) of (a) the principal
portion of each Scheduled Payment (without giving effect, prior to
the Bankruptcy Coverage Termination Date, to any reductions thereof
caused by any Debt Service Reductions or Deficient Valuations) due
on such Mortgage Loan on the related Due Date, (b) the Scheduled
Principal Balance of such Mortgage Loan if it was repurchased by
the Transferor pursuant to this Agreement as of such Distribution
Date, (c) the Substitution Adjustment Amount in connection with any
Deleted Mortgage Loan contributing to Collateral Group 1 or
Collateral Group 3, as applicable, received with respect to such
Distribution Date, (d) any Insurance Proceeds or Liquidation
Proceeds allocable to recoveries of principal of such Mortgage
Loan, to the extent such Mortgage Loan is not yet a Liquidated
Loan, received during the calendar month preceding the month of
such Distribution Date, (e) to the extent such Mortgage Loan became
a Liquidated Loan during the month preceding the calendar month of
such Distribution Date, the lesser of (i) the Scheduled Principal
Balance of such Mortgage Loan and (ii) the amount of Liquidation
Proceeds allocable to principal received during the month preceding
the month of such Distribution Date with respect to such Mortgage
Loan and (f) the sum of (i) any Principal Prepayments in full with
respect to such Mortgage Loan received during the related
Prepayment Period, (ii) all partial Principal Prepayments with
respect to such Mortgage Loan applied during the related Prepayment
Period and (iii) Recoveries received during the calendar month
prior to such Distribution Date, but in no case to exceed the Group
1 PO Deferred Amount or Group 3 PO Deferred Amount, as applicable,
for such Distribution Date; provided , however , that
if a Bankruptcy Loss that is an Excess Loss is sustained with
respect to a Discount Mortgage Loan that is not a Liquidated Loan,
the PO Principal Distribution Amount will be reduced on the related
Distribution Date by the applicable PO Percentage, multiplied by
the Applicable Fraction, of the principal portion of such
Bankruptcy Loss.
PO Recoveries : With respect to any Recoveries on Discount
Loans contributing to Collateral Group 1 or Collateral Group 3
and any Distribution Date, an amount equal to the lesser of (a) the
Group 1 Available Amount and Group 3 Available Amount, as
applicable, available for PO Recoveries and (b) the Group 1 PO
Deferred Amount or Group 3 PO Deferred Amount, as
applicable.
Pool 1 Mortgage Loans
: Those Mortgage Loans identified
on the Mortgage Loan Schedule as Pool 1 Mortgage Loans.
Pool 2 Mortgage Loans
: Those Mortgage Loans identified
on the Mortgage Loan Schedule as Pool 2 Mortgage Loans.
Prepayment Interest
Shortfall : As to any
Distribution Date, Mortgage Loan and Principal Prepayment received
or, in the case of partial Principal Prepayments, applied, during
the applicable Prepayment Period, the amount, if any, by which one
month’s interest at the related Net Mortgage Rate on such
Principal Prepayment exceeds the amount of interest at the Net
Mortgage Rate paid in connection with such Principal
Prepayment.
Prepayment Period
: As to any Distribution Date and
any voluntary Principal Prepayment of a Mortgage Loan, 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 Only Certificates
: As specified in the Preliminary
Statement.
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.
Private Certificate
: As specified in the Preliminary
Statement.
Proprietary Lease
: The lease on a Cooperative Unit
evidencing the possessory interest of the owner of the Cooperative
Shares in such Cooperative Unit.
Prospectus Supplement
: The Prospectus Supplement dated
June 29, 2006 relating to the Offered Certificates.
Protected Account
: An account established and
maintained for the benefit of Certificateholders 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.
PCAOB : The Public Company Accounting Oversight
Board.
Purchase Price : With respect to any Mortgage Loan required to
be purchased by the Transferor pursuant to Section 2.02 or 2.03
hereof, an amount equal to (a) the sum of (i) 100% of the unpaid
principal balance of the Mortgage Loan on the date of such
purchase, (ii) accrued and unpaid interest thereon at the
applicable Mortgage Rate from the date through which interest was
last paid by the Mortgagor or the applicable Servicer or the Master
Servicer, as the case may be, made an Advance in respect thereof
(which was not reimbursed) to the Due Date in the month in which
the Purchase Price is to be distributed to Certificateholders and
(iii) in the event that such Mortgage Loan is repurchased by the
Transferor due to a breach of the Transferor's representations and
warranties listed in clauses (xiii) or (xxxiv) of Schedule II to
this Agreement relating to applicable anti-predatory and abusive
lending laws, any costs and damages incurred by the Issuing Entity
in connection with a violation of a predatory or abusive lending
law with respect to such Mortgage Loan, less (b) any Amounts
Held for Future Distribution related to such Mortgage Loan with
respect to the Distribution Date in the month in which the Purchase
Price is to be distributed to Certificateholders.
Qualified Insurer
: A mortgage guaranty insurance
company duly qualified as such under the laws of the state of its
principal place of business and each state having jurisdiction over
such insurer in connection with the insurance policy issued by such
insurer, duly authorized and licensed in such states to transact a
mortgage guaranty insurance business in such states and to write
the insurance provided by the insurance policy issued by it,
approved as a Fannie Mae approved mortgage insurer and having a
claims paying ability rating of at least “AA” or
equivalent rating by a nationally recognized statistical rating
organization. Any replacement insurer with respect to a
Mortgage Loan must have at least as high a claims paying ability
rating as the insurer it replaces had on the Closing
Date.
Qualified Mortgage Insurer
: Any mortgage insurer that is
Fannie Mae and Freddie Mac approved.
Rating Agency : Each of the Rating Agencies specified in the
Preliminary Statement. If any such organization or a
successor is no longer in existence, “Rating Agency”
shall be such nationally recognized statistical rating
organization, or other comparable Person, as is designated by the
Depositor, notice of which designation shall be given to the
Trustee and the Trust Administrator. References herein to a
given rating category of a Rating Agency shall mean such rating
category without giving effect to any modifiers.
Realized Loss : With respect to each Mortgage Loan that is a
Liquidated Loan, an amount (not less than zero or more than the
Scheduled Principal Balance of the Mortgage Loan) as of the date of
such liquidation equal to (i) the unpaid principal balance of the
Liquidated 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
Scheduled Principal Balance of such Liquidated Loan, 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 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
Loan whereby such parties (i) acknowledge that such lender may
make, or intends to make, such Cooperative Loan and (ii) make
certain agreements with respect to such Cooperative
Loan.
Record Date : With respect to any Distribution Date and any
Class of Certificates, the close of business on the last Business
Day of the month preceding the month in which such Distribution
Date occurs.
Recovery : With respect to any Distribution Date and any
Mortgage Loan, an amount, net of any reimbursable expenses,
received in respect of principal on such Mortgage Loan during the
related Prepayment Period, which has previously been allocated as a
Realized Loss to a Class of Certificates.
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 any Servicer, the term Relevant Servicing
Criteria may refer to a portion of the Relevant Servicing Criteria
applicable to such party.
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 the 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 Coupon
: With respect to each of
Collateral Group 1, 6.250%, with respect to Collateral Group 2,
6.500% per annum and with respect to Collateral Group 3,
5.500%.
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 Interests
: As specified in the Preliminary
Statement.
Responsible Officer
: When used with respect to the
Trustee or the Trust Administrator, any Director, any Managing
Director, any Associate, any Vice President, any Assistant Vice
President, the Secretary, any Assistant Secretary, any Trust
Officer or any other officer of the Trustee or Trust Administrator,
as applicable, customarily performing functions similar to those
performed by any of the above designated officers having direct
responsibility for the administration of this Agreement and also to
whom, with respect to a particular matter, such matter is referred
because of such officer’s knowledge of and familiarity with
the particular subject.
Restricted Classes
: As defined in Section
4.02(c).
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.
Scheduled Principal Balance
: As to any Mortgage Loan and any
Distribution Date, the unpaid principal balance of such Mortgage
Loan as of such Due Date in the month preceding the month in which
such Distribution Date occurs, as specified in the amortization
schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any moratorium or similar
waiver or grace period) after giving effect to any previous partial
Principal Prepayments and Liquidation Proceeds allocable to
principal received during the Prepayment Period for the prior
Distribution Date (other than with respect to any Liquidated Loan),
and to the payment of principal due on such Due Date and
irrespective of any delinquency in payment by the related
Mortgagor. The Scheduled Principal Balance of any Mortgage
Loan that has been prepaid in full or has become a Liquidated Loan
during the related Prepayment Period shall be zero.
Securities Act : The Securities Act of 1933, as
amended.
Security Agreement
: With respect to a Cooperative Loan, the
agreement or mortgage creating a security interest in favor of the
originator of the Cooperative Loan in the related Cooperative
Shares.
Senior Certificates
: As specified in the Preliminary
Statement.
Senior Final Distribution
Date : With respect to
any Group, the Distribution Date on which the respective
Certificate Principal Balances of the Senior Certificates in each
such Group have each been reduced to zero.
Senior Optimal Principal
Amount : For any
Distribution Date and any Collateral Group, the sum for all
Mortgage Loans contributing to such Collateral Group of (i) the
Senior Percentage of the applicable Non-PO Percentage (with respect
to Collateral Group 1 and Collateral Group 2, multiplied by the
Applicable Fraction) of: (a) the principal portion of each
Scheduled Payment (without giving effect, prior to the Bankruptcy
Coverage Termination Date, to any reductions thereof caused by any
Debt Service Reductions or Deficient Valuations) due on each such
Mortgage Loan on the related Due Date, (b) the principal portion of
the Purchase Price of each such Mortgage Loan that was repurchased
by the Transferor pursuant to this Agreement as of such
Distribution Date, (c) the Substitution Adjustment Amount in
connection with any Deleted Mortgage Loan contributing to such
Collateral Group received with respect to such Distribution Date
and (d) any Liquidation Proceeds (including Insurance Proceeds)
allocable to recoveries of principal of Mortgage Loans related to
such Collateral Group that are not yet Liquidated Loans received
during the calendar month preceding the month of such Distribution
Date, (ii) with respect to each such Mortgage Loan that became a
Liquidated Loan during the calendar month preceding the month of
such Distribution Date, the lesser of (a) the Senior Percentage of
the applicable Non-PO Percentage (with respect to Collateral Group
1 and Collateral Group 2, multiplied by the Applicable Fraction) of
the Scheduled Principal Balance of such Mortgage Loan, or (b)
either (A) the Senior Prepayment Percentage, or (B) if an Excess
Loss was sustained with respect to such Liquidated Loan during such
prior calendar month, the Senior Percentage of the applicable
Non-PO Percentage (with respect to Collateral Group 1 and
Collateral Group 2, multiplied by the Applicable Fraction) of the
amount of the Liquidation Proceeds allocable to principal received
with respect to such Mortgage Loan, (iii) the Senior Prepayment
Percentage of the applicable Non-PO Percentage (with respect to
Collateral Group 1 and Collateral Group 2, multiplied by the
Applicable Fraction) of the sum of (a) all Principal Prepayments in
Full received on the Mortgage Loans contributing to such Collateral
Group during the related Prepayment Period and (b) all partial
Principal Prepayments on the Mortgage Loans contributing to such
Collateral Group applied during the related Prepayment Period, and
(iv) with respect to any Distribution Date prior to the Cross-Over
Date only, the Senior Prepayment Percentage (with respect to
Collateral Group 1 and Collateral Group 2, multiplied by the
related Applicable Fraction) of the Non-PO Recoveries for such
Collateral Group received during the related Prepayment Period;
provided , however , that if a Bankruptcy Loss that
is an Excess Loss is sustained with respect to such Mortgage Loan
that is not a Liquidated Loan, the Senior Optimal Principal Amount
will be reduced on the related Distribution Date by the Senior
Percentage of the applicable Non-PO Percentage (with respect to
Collateral Group 1 and Collateral Group 2, multiplied by the
Applicable Fraction) of the principal portion of such Bankruptcy
Loss.
Senior Percentage
: As to any Distribution Date and
Certificate Group, the lesser of (a) 100% and (b) the percentage
equivalent of a fraction the numerator of which is the aggregate of
the Certificate Principal Balances of each Class of Senior
Certificates in such Certificate Group (other than the Interest
Only Certificates related to such Certificate Group and the related
Class PO Certificates) immediately preceding such Distribution Date
and the denominator of which is the aggregate of the applicable
Non-PO Percentage multiplied by the Scheduled Principal
Balance of each Mortgage Loan (with respect to Collateral Group 1
and Collateral Group 2, multiplied by the related Applicable
Fraction) contributing to the related Collateral Group for such
Distribution Date.
Senior Prepayment
Percentage : With
respect to any Certificate Group and any Distribution Date during
the five years beginning on the first Distribution Date, 100%.
The Senior Prepayment Percentage for any Certificate Group
and any Distribution Date occurring on or after the fifth
anniversary of the first Distribution Date will, except as provided
herein, be as follows: for any Distribution Date in the first
year thereafter, the Senior Percentage for such Certificate Group
plus 70% of the related Subordinate Percentage for such
Certificate Group for such Distribution Date; for any Distribution
Date in the second year thereafter, the Senior Percentage for such
Certificate Group plus 60% of the related Subordinate
Percentage for such Certificate Group for such Distribution Date;
for any Distribution Date in the third year thereafter, the Senior
Percentage for such Certificate Group plus 40% of the
related Subordinate Percentage for such Certificate Group for such
Distribution Date; for any Distribution Date in the fourth year
thereafter, the Senior Percentage for such Certificate Group
plus 20% of the related Subordinate Percentage for such
Certificate Group for such Distribution Date; and for any
Distribution Date thereafter, the Senior Percentage for such
Certificate Group for such Distribution Date (unless on any
Distribution Date the Senior Percentage for any Certificate Group
exceeds the initial Senior Percentage for such Certificate Group,
in which case the Senior Prepayment Percentage for each Certificate
Group for such Distribution Date will once again equal 100%).
Notwithstanding the foregoing, no decrease in the Senior
Prepayment Percentage for any Certificate Group will occur unless
both of the related Senior Stepdown Conditions are satisfied;
provided , however , that if on any Distribution Date
the Senior Prepayment Percentage is not permitted to decrease
because one or both of the related Senior Stepdown Conditions are
not satisfied, such Senior Stepdown Conditions shall be tested on
each succeeding Distribution Date and if both Senior Stepdown
Conditions are satisfied the Senior Prepayment Percentage for that
Certificate Group shall decrease; and provided ,
further , that upon the occurrence of a decrease in the
Senior Prepayment Percentage for any Certificate Group during one
of the periods described in the definition of “Senior
Stepdown Conditions,” such decrease shall remain in effect
for the remainder of such period.
Senior Stepdown Conditions
: With respect to any Certificate
Group, as of the last day of the month preceding the applicable
Distribution Date as to which any decrease in the Senior Prepayment
Percentage for such Certificate Group applies, (i) the aggregate
Scheduled Principal Balance of all of the Mortgage Loans delinquent
60 days or more (including delinquent Mortgage Loans in bankruptcy,
and all Mortgage Loans in foreclosure and REO Properties), as a
percentage of the aggregate Certificate Principal Balance of the
Subordinate Certificates on such Distribution Date, does not equal
or exceed 50% and (ii) cumulative Realized Losses with respect to
all of the Mortgage Loans do not exceed (a) with respect to the
Distribution Date on the fifth anniversary of the first
Distribution Date, 30% of the Original Subordinate Principal
Balance, (b) with respect to the Distribution Date on the sixth
anniversary of the first Distribution Date, 35% of the related
Original Subordinate Principal Balance, (c) with respect to the
Distribution Date on the seventh anniversary of the first
Distribution Date, 40% of the related Original Subordinate
Principal Balance, (d) with respect to the Distribution Date on the
eighth anniversary of the first Distribution Date, 45% of the
related Original Subordinate Principal Balance and (e) with respect
to the Distribution Date on the ninth anniversary of the first
Distribution Date, 50% of the related Original Subordinate
Principal Balance.
Servicer : Each of American Home, Cenlar, Chevy Chase,
Downey, GMACM, IndyMac, Mid America, PHH, SunTrust, Wachovia 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 American Home Servicing
Agreement;
(b)
the Cenlar Servicing
Agreement;
(c)
the Chevy Chase Servicing
Agreement;
(d)
the Downey Servicing
Agreement;
(e)
the EverBank Servicing
Agreement;
(f)
the GMACM Servicing Agreement;
(g)
the IndyMac Servicing
Agreement;
(h)
the Mid America Servicing
Agreement;
(i)
the PHH Servicing Agreement;
(j)
the SunTrust Servicing
Agreement;
(k)
the Wachovia Servicing
Agreement;
(l)
the Wells Fargo Servicing Agreement;
and
(m)
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 Scheduled 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), subject to reduction for any
Compensating Interest payments required to be made by the
applicable Servicer.
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 any
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).
Special Hazard Coverage Termination
Date : The point in time
at which the Special Hazard Loss Coverage Amount is reduced to
zero.
Special Hazard Loss
: Any Realized Loss as reported by
the applicable Servicer to the Master Servicer suffered by a
Mortgaged Property on account of direct physical loss but not
including (i) any loss of a type covered by a hazard insurance
policy or a flood insurance policy required to be maintained with
respect to such Mortgaged Property pursuant to Section 3.11 to the
extent of the amount of such loss covered thereby, or (ii) any loss
caused by or resulting from:
(a)
normal wear and tear;
(b)
fraud, conversion or other dishonest act
on the part of the Trustee, the Trust Administrator, any Servicer,
the Master Servicer or any of their agents or employees (without
regard to any portion of the loss not covered by any errors and
omissions policy);
(c)
errors in design, faulty workmanship or
faulty materials, unless the collapse of the property or a part
thereof ensues and then only for the ensuing loss;
(d)
nuclear or chemical reaction or nuclear
radiation or radioactive or chemical contamination, all whether
controlled or uncontrolled, and whether such loss be direct or
indirect, proximate or remote or be in whole or in part caused by,
contributed to or aggravated by a peril covered by the definition
of the term “Special Hazard Loss”;
(e)
hostile or warlike action in time of
peace and war, including action in hindering, combating or
defending against an actual, impending or expected
attack:
(i)
by any government or sovereign power,
de jure or de facto , or by any authority maintaining
or using military, naval or air forces; or
(ii)
by military, naval or air forces;
or
(iii)
by an agent of any such government,
power, authority or forces;
(f)
any weapon of war employing nuclear
fission, fusion or other radioactive force, whether in time of
peace or war; or
(g)
insurrection, rebellion, revolution,
civil war, usurped power or action taken by governmental authority
in hindering, combating or defending against such an occurrence,
seizure or destruction under quarantine or customs regulations,
confiscation by order of any government or public authority or
risks of contraband or illegal transportation or trade.
Special Hazard Loss Coverage
Amount : With respect to
each Group and any Distribution Date, $4,852,182 less (i)
the aggregate amount of Special Hazard Losses that would have been
previously allocated to the Subordinate Certificates in the absence
of the Loss Allocation Limitation and (ii) the related Adjustment
Amount as of the most recent anniversary of June 1, 2006. As
of any Distribution Date on or after the Cross-Over Date, the
Special Hazard Loss Coverage Amount shall be zero.
All principal balances for the purpose of
this definition will be calculated as of the first day of the
calendar month preceding the month of such Distribution Date after
giving effect to Scheduled Payments on the Mortgage Loans then due,
whether or not paid.
Special Hazard Mortgage
Loan : A Liquidated Loan
as to which a Special Hazard Loss has occurred.
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 Percentage
: With respect to any Distribution Date,
the percentage indicated below:
Distribution Date Occurring
|
|
|
July
2006 through June 2011
|
0%
|
|
July
2011 through June 2012
|
30%
|
|
July
2012 through June 2013
|
40%
|
|
July
2013 through June 2014
|
60%
|
|
July
2014 through June 2015
|
80%
|
|
After June 2015
|
100%
|
Stock Power : With respect to a Cooperative Loan, an
assignment of the stock certificate or an assignment of the
Cooperative Shares issued by the Cooperative
Corporation.
Stripped Interest Rate
: With respect to each Non-Discount
Mortgage Loan in Collateral Group 3, the excess of the Net Mortgage
Rate for such Mortgage Loan over the Required Coupon for such
Mortgage Loan; and with respect to each Non-Discount Mortgage Loan
contributing to Collateral Group 2, the excess of the Net Mortgage
Rate for such Mortgage Loan over 6.50%.
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 any 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).
Subgroup A : All Pool 1 Mortgage Loans with a Net Mortgage
Rate less than or equal to 6.25%.
Subgroup B : All Pool 1 Mortgage Loans with a Net Mortgage
Rate greater than 6.25% but less than 6.50%.
Subgroup C : All Pool 1 Mortgage Loans with a Net Mortgage
Rate greater than or equal to 6.50%.
Subordinate Certificates
: As specified in the Preliminary
Statement.
Subordinate Optimal Principal
Amount : For any
Distribution Date and Collateral Group, the sum for each Mortgage
Loan contributing to such Collateral Group of (i) the Subordinate
Percentage of the applicable Non-PO Percentage (with respect to
Collateral Group 1 and Collateral Group 2, multiplied by the
Applicable Fraction) of: (a) the principal portion of each
Scheduled Payment (without giving effect, prior to the Bankruptcy
Coverage Termination Date, to any reductions thereof caused by any
Debt Service Reductions or Deficient Valuations) due on each such
Mortgage Loan on the related Due Date, (b) the principal portion of
the Purchase Price of each such Mortgage Loan that was repurchased
by the Transferor pursuant to this Agreement as of such
Distribution Date, (c) the Substitution Adjustment Amount in
connection with any Deleted Mortgage Loan contributing to such
Collateral Group received with respect to such Distribution Date
and (d) any Liquidation Proceeds (including Insurance Proceeds)
allocable to recoveries of principal of Mortgage Loans contributing
to such Collateral Group that are not yet Liquidated Loans received
during the calendar month preceding the month of such Distribution
Date, (ii) with respect to each such Mortgage Loan that became a
Liquidated Loan during the calendar month preceding the month of
such Distribution Date, the portion of the applicable Non-PO
Percentage (with respect to Collateral Group 1 and Collateral Group
2, multiplied by the Applicable Fraction) of the amount of the
Liquidation Proceeds allocable to principal received with respect
to such Mortgage Loan that was not included in clause (ii) of the
definition of “Senior Optimal Principal Amount” with
respect to such Distribution Date, (iii) the Subordinate Prepayment
Percentage of the applicable Non-PO Percentage (with respect to
Collateral Group 1 and Collateral Group 2, multiplied by the
Applicable Fraction) of the sum of (A) all Principal Prepayments in
full received on the Mortgage Loans contributing to such Collateral
Group during the related Prepayment Period and (B) all partial
Principal Prepayments on the Mortgage Loans contributing to such
Collateral Group applied during the related Prepayment Period, and
(iv) with respect to any Distribution Date prior to the Cross-Over
Date only, the Subordinate Prepayment Percentage (with respect to
Collateral Group 1 and Collateral Group 2, multiplied by the
Applicable Fraction) of the Non-PO Recoveries for such Collateral
Group received during the related Prepayment Period;
provided , however , that if a Bankruptcy Loss that
is an Excess Loss is sustained with respect to a Mortgage Loan
contributing to such Collateral Group that is not a Liquidated
Loan, the Subordinate Optimal Principal Amount will be reduced on
the related Distribution Date by the Subordinate Percentage of the
applicable Non-PO Percentage (with respect to Collateral Group 1
and Collateral Group 2, multiplied by the Applicable Fraction) of
the principal portion of such Bankruptcy Loss.
Subordinate Percentage
: As to any Distribution Date and
any Certificate Group, 100% minus the Senior Percentage for
such Certificate Group for such Distribution Date.
Subordinate Prepayment
Percentage : As to any
Distribution Date and any Certificate Group, 100% minus the
Senior Prepayment Percentage for such Certificate Group for such
Distribution Date, except that, on any Distribution Date after the
Senior Final Distribution Date for any Certificate Group, the
Subordinate Prepayment Percentage for each such Certificate Group
will equal 100%.
Subordinate Principal Distribution
Amount : With respect to
the Subordinate Certificates, the aggregate amount which would be
payable as principal on the Subordinate Certificates from Group 1
Available Funds, Group 2 Available Funds and Group 3 Available
Funds in the aggregate, after application of Group 1 Available
Funds, Group 2 Available Funds and Group 3 Available Funds in the
aggregate (i) to make payments on the Senior Certificates, in
accordance with Section 4.02(a)(i) items first and
second and Section 4.02(d) and (ii) to make payments of
Accrued Certificate Interest to the Subordinate Certificates in
accordance with Section 4.02(a)(i) priority fourth
.
Subservicer : Any Person that (a) services Mortgage Loans
on behalf of any Servicer pursuant to a subservicing agreement and
is responsible for the performance of the material servicing
functions required to be performed by such Servicer under the
related 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 such 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).
Subsidiary REMIC
: As specified in the Preliminary
Statement.
Subsidiary REMIC Regular
Interest : As specified
in the Preliminary Statement.
Substitution Adjustment
Amount : The meaning
ascribed to such term pursuant to Section 2.03.
SunTrust : SunTrust Mortgage, Inc., a Virginia
corporation, and its successors and assigns, in its capacity as
Servicer of the SunTrust Mortgage Loans.
SunTrust Mortgage Loans
: The Mortgage Loans for which
SunTrust is listed as “Servicer” on the Mortgage Loan
Schedule.
SunTrust Servicing
Agreement : Solely with
respect to the SunTrust Mortgage Loans, the Amended and Restated
Purchase, Warranties and Servicing Agreement dated as of
December 1, 2004, by and between the Transferor, as purchaser
and SunTrust, as seller and as servicer, as amended by Amendment
Number One, dated as of July 1, 2005, as further amended by
Amendment Number Two, dated as of February 28, 2006, and as further
amended by Amendment Number Three, dated as of April 1, 2006, and
as the same may be further amended from time to time, and any
assignments and conveyances related to the SunTrust Mortgage
Loans.
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.
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.
Trust Administrator
: Wells Fargo Bank, N.A., a
national banking association, and its successors and assigns, in
its capacity as Trust Administrator hereunder.
Trust Administrator
Compensation : All
investment earnings on amounts on deposit in the Distribution
Account.
Trust Agreement
: The Trust Agreement dated as of
June 1, 2006, entered into by and among the Depositor, the Trustee
and the Trust Administrator in connection with the issuance of the
Exchangeable Certificates.
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
and the Distribution Account, and all amounts deposited therein
pursuant to the applicable provisions of this Agreement (other
than, in the case of the Collection Account, any prepayment
penalties (exclusive of the Class P Prepayment Charges) deposited
therein which shall be retained by the Transferor); (d) property
that secured a Mortgage Loan and has been acquired by foreclosure,
deed-in-lieu of foreclosure or otherwise; and (e) all proceeds of
the conversion, voluntary or involuntary, of any of the
foregoing.
Trustee : The Bank of New York and, if a successor
trustee is appointed hereunder, such successor, both in its
capacity as trustee under this Agreement and the Trust
Agreement.
Uncertificated REMIC
Interests: The REMIC regular
interests issued by the Master REMIC in uncertificated form as
specified in the Preliminary Statement.
Undercollateralized Group
: With respect to any Certificate
Group with respect to which, on any Distribution Date, the
aggregate Certificate Principal Balance of the related Senior
Certificates (other than the Class PO Certificates and Interest
Only Certificates) related to such Certificate Group (after giving
effect to distributions to be made on such Distribution Date) is
greater than the Group Balance of the related Collateral Group (net
of the applicable PO Percentage of the Scheduled Principal Balance
of each Discount Mortgage Loan in such Collateral Group) for the
following Distribution Date.
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.
Voting Rights : The portion of the voting rights of all of
the Certificates which is allocated to any Certificate. As of
any date of determination, (a) the Interest Only Certificates will
be entitled to 1% in the aggregate of all Voting Rights (such
Voting Rights to be allocated among the Holders of Certificates of
each such Class in accordance with their respective Percentage
Interests), (b) 1% of all Voting Rights shall be allocated to the
Class P Certificates and (c) the remaining Voting Rights (and the
Voting Rights allocated to the Interest Only Certificates if there
are no Interest Only Certificates) shall be allocated among Holders
of the remaining Classes of Certificates in proportion to the
Certificate Principal Balances of their respective Certificates on
such date.
Wachovia : Wachovia Mortgage Corporation, and its
successors and assigns, in its capacity as Servicer of the Wachovia
Serviced Mortgage Loans.
Wachovia Serviced Mortgage
Loans : The Mortgage
Loans for which Wachovia is listed as “Servicer” on the
Mortgage Loan Schedule.
Wachovia Servicing
Agreement : Solely with
respect to the Wachovia Serviced Mortgage Loans, the Amended and
Restated Master Loan Purchase and Servicing Agreement, dated as of
May 1, 2006, by and among the Master Servicer, UBS Real Estate
Securities Inc., as seller, and Wachovia, as servicer, as the same
may be amended from time to time.
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 Amended and
Restated Servicing Agreement, dated as of November 1, 2005, between
the Transferor and Wells Fargo, 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 (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.
Section 1.03
Calculation of Applicable
Fractions .
For purposes of determining Collateral
Group 1 and Collateral Group 2, each Pool 1 Mortgage Loan shall be
deemed to be allocated, based on the Net Mortgage Rate of such
Mortgage Loan, as of the Cut off Date, either to Collateral Group 1
or Collateral Group 2 only, or between both Collateral Group 1 and
Collateral Group 2, based on a fixed fraction that differs among
Mortgage Loans (in each case, the “Applicable
Fraction”), such that the principal of and interest on such
Pool 1 Mortgage Loan is treated as if that Mortgage Loan were two
loans bearing interest at two different effective Net Mortgage
Rates, one higher than and one lower than the original Net Mortgage
Rate of such Mortgage Loan. The allocation of a Pool 1
Mortgage Loan to Collateral Group 1 or Collateral Group 2 shall not
change based on a modification to the Net Mortgage Rate of such
Mortgage Loan subsequent to the Cut-off Date. The Applicable
Fractions are calculated as follows:
(a)
Pool 1 Mortgage Loans with Net Mortgage
Rates Less Than or Equal To 6.250%: Each Pool 1 Mortgage Loan
having a Net Mortgage Rate less than 6.250% shall be allocated to
Collateral Group 1.
(b)
Pool 1 Loans with Net Mortgage Rates
Greater Than 6.250% but less than 6.500%: Each Pool 1
Mortgage Loan having a Net Mortgage Rate greater than 6.250%
but less than 6.500% shall be allocated between Collateral
Group 1 and Collateral Group 2 by multiplying the Scheduled
Principal Balance of such Pool 1 Mortgage Loan by its Applicable
Fraction. The Applicable Fraction for the portion of each
such Pool 1 Mortgage Loan allocated to Collateral Group 1 is the
quotient of (a)(i) 6.500% minus (ii) the related Net Mortgage Rate
divided by (b) 0.250%. The Applicable Fraction for the
portion of each such Pool 1 Mortgage Loan allocated to Collateral
Group 2 is (I) 1 minus (II) the quotient of (a)(i) 6.500% minus
(ii) the related Net Mortgage Rate divided by (b)
0.250%.
(c)
Pool 1 Loans with Net Mortgage Rates
Equal to or Greater Than 6.500%: Each Pool 1 Mortgage Loan
having a Net Mortgage Rate equal to or greater than 6.500% shall be
allocated to Collateral Group 2.
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, without recourse, all the right, title and
interest of the Depositor in and to the Trust Fund. In
connection with the foregoing assignments, the Transferor has
caused each Servicer to enter into the related Assignment
Agreement.
(b)
(i) In connection with the transfer
and assignment set forth in clause (a) above, the Depositor has
delivered or caused to be delivered to the Custodian, on behalf of
the Trustee, for the benefit of the Certificateholders the
following documents or instruments with respect to each Mortgage
Loan that is not a Cooperative 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: “The Bank
of New York, in trust for the MASTR Alternative Loan Trust 2006-3
for the benefit of the Holders of the Mortgage Pass-Through
Certificates, Series 2006-3” together with, except as
provided below, all interim recorded assignments of such mortgage
(each such assignment, when duly and validly completed, to be in
recordable form and sufficient to effect the assignment of and
transfer to the assignee thereof, under the Mortgage to which the
assignment relates); provided that, if the related Mortgage
has not been returned from the applicable public recording office,
such assignment of the Mortgage may exclude the information to be
provided by the recording office;
(D)
the original or copies of each
assumption, modification, written assurance or substitution
agreement, if any; and
(E)
except as provided below, the original or
duplicate original lender’s title policy and all riders
thereto.
(ii)
In connection with the transfer and
assignment set forth in clause (a) above, the Depositor has
delivered or caused to be delivered to the Custodian, on behalf of
the Trustee, for the benefit of the Certificateholders the
following documents or instruments with respect to each Cooperative
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 Loan;
(D)
the executed Recognition
Agreement;
(E)
copies of the original Financing
Statement, and any continuation statements, filed by the originator
of such Cooperative 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
Issuing Entity, 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 Issuing Entity;
and
(H)
for any Cooperative 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 (or if
the Master Servicer is the applicable Servicer, the Trustee upon
receipt of written notice that the records of MERS have not been so
changed) 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
Alternative Loan Trust 2006-3” and The Bank of New York 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)
It is agreed and understood by the
Trustee, the Trust Administrator, the Depositor and the Transferor
that it is not intended that any mortgage loan be included in the
Issuing Entity that is a “High-Cost Home Loan” as
defined in the New Jersey Home Ownership Act, effective as of
November 27, 2003, or The Home Loan Protection Act of New Mexico,
effective as of January 1, 2004, or that is a “High Cost Home
Mortgage Loan” as defined in the Massachusetts Predatory Home
Loan Practices Act, effective as of November 7, 2004, or that is an
“Indiana High Cost Home Mortgage Loan” as defined in
the Indiana High Cost Home Loan Act, effective as of January 1,
2005.
(g)
[Reserved].
Section 2.02
Acceptance by Trustee of the Mortgage
Loans .
The Custodian, on behalf of the Trustee,
acknowledges receipt of the documents identified in the Initial
Certification issued by it in the form annexed hereto as Exhibit G
and declares that it holds and will hold such related documents and
the other documents delivered to it constituting the Mortgage
Files, and the Custodian and Trustee together declare that it holds
or will hold such other assets as are included in the Trust Fund,
in trust for the exclusive use and benefit of all present and
future Certificateholders. The Custodian acknowledges that it
will maintain possession of the Mortgage Notes held by it in the
State of Minnesota, unless otherwise permitted by the Rating
Agencies and the Trustee.
The Custodian agrees to execute and
deliver on the Closing Date to the Depositor and the Trustee an
Initial Certification in the form annexed hereto as Exhibit G.
Based on its review and examination, and only as to the
documents identified in such Initial Certification, the Custodian
acknowledges, subject to any applicable exceptions noted on Exhibit
G, that such documents appear regular on their face and relate to
such Mortgage Loan. The Custodian shall not be under any 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 Loan
and Section 2.01(b)(ii)(H) with respect to each Cooperative 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 Loan and Section
2.01(b)(ii)(H) with respect to each Cooperative Loan, unless the
Mortgage Loan Schedule indicates that such documents are
applicable.
Upon receiving each Final Certification
from the Custodian, the Transferor shall determine if there are any
document defects listed as exceptions in such Final Certification.
In the event any such document defects exist, 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 of the representations
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 of the parties
hereto of a breach of a representation or warranty made by the
Transferor pursuant to this Section 2.03 that materially and
adversely affects the interests of the Certificateholders in any
Mortgage Loan, the party discovering such breach shall give prompt
notice thereof to the other parties hereto. 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;
provided , however , that the Trustee’s
obligations to prosecute legal actions against the Transferor
pursuant to this Section 2.03 shall be subject to the provisions
set forth in Section 8.02(vi) regarding reimbursement of or
reasonable indemnification for costs and expenses. 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 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 and the Trustee for any expenses reasonably incurred by
the Master Servicer or the Trustee in respect of enforcing the
remedies for such breach by the Transferor.
With respect to any Eligible Substitute
Mortgage Loan or Loans, the Transferor shall deliver to the
Custodian on behalf of the Trustee for the benefit of the
Certificateholders the Mortgage Note, the Mortgage, the related
assignment of the Mortgage, and such other documents and agreements
as are required by Section 2.01, with the Mortgage Note endorsed
and the Mortgage assigned as required by Section 2.01. No
substitution is permitted to be made on any day in any calendar
month after the Determination Date for such month.
With respect to substitutions made by the
Transferor, Scheduled Payments due with respect to Eligible
Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust Fund and will be retained by the Transferor on
the next succeeding Distribution Date. For the month of
substitution, distributions to Certificateholders will include the
monthly payment due on any Deleted Mortgage Loan for such month and
thereafter the Transferor shall be entitled to retain all amounts
received in respect of such Deleted Mortgage Loan. The
Custodian shall amend the Mortgage Loan Schedule for the benefit of
the Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the substitution of the Eligible Substitute
Mortgage Loan or Loans and the Custodian shall deliver the amended
Mortgage Loan Schedule to the Trustee. Upon such
substitution, the Eligible Substitute Mortgage Loan or 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 Loans, as of the date of
substitution, the representations and warranties made pursuant to
this Section 2.03 with respect to such Mortgage Loan. Upon
any such substitution and the deposit to the Collection Account of
the amount required to be deposited therein in connection with such
substitution as described in the following paragraph shall release
the Mortgage File held for the benefit of the Certificateholders
relating to such Deleted Mortgage Loan to the Transferor and shall
execute and deliver or cause the Trustee to execute and deliver at
the Transferor’s direction such instruments of transfer or
assignment prepared by the Transferor, without recourse,
representation or warranty, as shall be necessary to vest title in
the Transferor, as applicable, or its designee, the Trustee’s
interest in any Deleted Mortgage Loan substituted for pursuant to
this Section 2.03.
For any month in which the Transferor
substitutes one or more Eligible Substitute Mortgage Loans for one
or more Deleted Mortgage Loans, the Master Servicer will determine
the amount (if any) by which the aggregate principal balance of all
such Eligible Substitute Mortgage Loans as of the date of
substitution is less than the aggregate Scheduled Principal Balance
of all such Deleted Mortgage Loans (after application of the
scheduled principal portion of the monthly payments due in the
month of substitution). The amount of such shortage (the
“Substitution Adjustment Amount”) plus an amount
equal to the aggregate of any unreimbursed Advances with respect to
such Deleted Mortgage Loans shall be remitted by the Transferor to
the Master Servicer, and the Master Servicer shall deposit such
amounts received from the Transferor into the Collection Account on
or before the Distribution Account Deposit Date for the
Distribution Date in the month succeeding the calendar month during
which the related Mortgage Loan became required to be purchased or
replaced hereunder.
In the event that the Transferor shall
have repurchased a Mortgage Loan, the Purchase Price therefor shall
be deposited in the Collection Account pursuant to Section 3.07 on
or before the Distribution Account Deposit Date for the
Distribution Date in the month following the month during which the
Transferor became obligated hereunder to repurchase or replace such
Mortgage Loan and upon such deposit of the Purchase Price and
receipt of a Request for Release in the form of Exhibit M hereto,
the Custodian shall release the related Mortgage File held for the
benefit of the Certificateholders to the Transferor, and the
Trustee shall execute and deliver at the Transferor’s
direction such instruments of transfer or assignment prepared by
the Transferor, in each case without recourse, representation or
warranty, as shall be necessary to transfer title from the Trustee.
It is understood and agreed that the obligation under this
Agreement of the Transferor to cure, repurchase or replace any
Mortgage Loan as to which a breach has occurred and is continuing
shall constitute the sole remedies against the Transferor
respecting such matters available to Certificateholders, the Master
Servicer, the 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 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 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 by the Depositor pursuant to
Section 2.01 hereof by the Depositor pursuant to Section 2.01
hereof and acknowledges the issuance of the REMIC Interests as
described in the Preliminary Statement in exchange therefor.
The Trustee further acknowledges the transfer and assignment
to it by the Underwriter pursuant to Section 5.07 hereof of the
Uncertificated REMIC Interests described in the Preliminary
Statement. Concurrently with such transfers and assignments,
the Trust Administrator, on behalf of the Trustee, 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 Uncertificated REMIC
Interests described in the Preliminary Statement 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 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
