EXHIBIT 4
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MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.,
Depositor
UBS REAL ESTATE SECURITIES INC.,
Transferor
WELLS FARGO BANK, N.A.,
Master Servicer, Trust Administrator and Custodian
and
JPMORGAN CHASE BANK, N.A.,
Trustee
-------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 2005
-------------------------------
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2005-2
MORTGAGE PASS THROUGH CERTIFICATES, Series 2005-2
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<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01
Definitions.................................................
Section 1.02 Certain
Calculations........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01
Conveyance of Mortgage Loans................................
Section 2.02
Acceptance by Trustee of the Mortgage Loans.................
Section 2.03 Remedies
for Breaches of Representations and Warranties.....
Section 2.04
Representations and Warranties of the Depositor as to the
Mortgage Loans ...........................................
Section 2.05 Execution
and Delivery of Certificates......................
Section 2.06 REMIC
Matters...............................................
Section 2.07 Covenants
of the Master Servicer............................
Section 2.08
Representations and Warranties of the Master Servicer.......
Section 2.09
Representations and Warranties of the Custodian.............
ARTICLE III
ADMINISTRATION AND MASTER
SERVICING OF MORTGAGE LOANS
Section 3.01 Master
Servicing of Mortgage Loans..........................
Section 3.02
Monitoring of Servicers.....................................
Section 3.03
[Reserved]..................................................
Section 3.04 Rights of
the Depositor and the Trustee in Respect of the
Master Servicer...........................................
Section 3.05 Trustee
to Act as Master Servicer...........................
Section 3.06 Protected
Accounts..........................................
Section 3.07
Collection of Mortgage Loan Payments; Collection Account;
Distribution Account......................................
Section 3.08
Collection of Taxes, Assessments and Similar Items; Escrow
Accounts..................................................
Section 3.09 Access to
Certain Documentation and Information Regarding
the Mortgage Loans........................................
Section 3.10 Permitted
Withdrawals from the Collection Account and
Distribution Account......................................
Section 3.11
Maintenance of Hazard Insurance.............................
Section 3.12
Presentment of Claims and Collection of Proceeds............
Section 3.13
Maintenance of the Primary Insurance Policies...............
Section 3.14
Realization upon Defaulted Mortgage Loans...................
Section 3.15 REO
Property................................................
Section 3.16 Due on
Sale Clauses; Assumption Agreements..................
Section 3.17 Trustee
to Cooperate; Release of Mortgage Files.............
Section 3.18
Documents, Records and Funds in Possession of the Master
Servicer and the Custodian to Be Held for the Trustee.....
Section 3.19 Master
Servicing Compensation...............................
Section 3.20 Access to
Certain Documentation.............................
Section 3.21 Annual
Statement as to Compliance...........................
Section 3.22 Annual
Independent Public Accountants' Servicing Statement;
Financial Statements......................................
Section 3.23 Errors
and Omissions Insurance; Fidelity Bonds..............
ARTICLE IV
DISTRIBUTIONS AND SERVICING ADVANCES
Section 4.01
Advances....................................................
Section 4.02
Priorities of Distribution on the Certificates..............
Section 4.03
Allocation of Realized Losses...............................
Section 4.04
Distribution Date Statements to Certificateholders..........
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates............................................
Section 5.02
Certificate Register; Registration of Transfer and
Exchange of Certificates..................................
Section 5.03
Mutilated, Destroyed, Lost or Stolen Certificates...........
Section 5.04 Persons
Deemed Owners.......................................
Section 5.05 Access to
List of Certificateholders' Names and Addresses...
Section 5.06
Maintenance of Office or Agency.............................
ARTICLE VI
THE DEPOSITOR, THE CUSTODIAN AND THE MASTER SERVICER
Section 6.01
Respective Liabilities of the Depositor, the Master
servicer and the Custodian................................
Section 6.02 Merger or
Consolidation of the Depositor, the Master
servicer and the Custodian................................
Section 6.03
Limitation on Liability of the Depositor, the Transferor,
the Master Servicer, the Custodian and Others.............
Section 6.04
Limitation on Resignation of Master Servicer................
Section 6.05 Sale and
Assignment of Master Servicing Rights..............
Section 6.06 Fees of
the Custodian.......................................
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default...........................................
Section 7.02 Trustee
to Act; Appointment of Successor....................
Section 7.03
Notification to Certificateholders..........................
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE MASTER SERVICER
Section 8.01 Duties of
Trustee...........................................
Section 8.02 Certain
Matters Affecting the Trustee.......................
Section 8.03 Trustee
Not Liable for Certificates or Mortgage Loans.......
Section 8.04 Trustee
May Own Certificates................................
Section 8.05 Trustee's
Fees and Expenses.................................
Section 8.06
Eligibility Requirements for Trustee........................
Section 8.07
Resignation and Removal of Trustee..........................
Section 8.08 Successor
Trustee...........................................
Section 8.09 Merger or
Consolidation of Trustee..........................
Section 8.10
Appointment of Co-Trustee or Separate Trustee...............
Section 8.11 Tax
Matters.................................................
Section 8.12 Periodic
Filings............................................
ARTICLE IX
CONCERNING THE TRUST ADMINISTRATOR
Section 9.01 Duties of
Trust Administrator...............................
Section 9.02 Certain
Matters Affecting the Trust Administrator...........
Section 9.03 Trust
Administrator Not Liable for Certificates or Mortgage
Loans.....................................................
Section 9.04 Trust
Administrator May Own Certificates....................
Section 9.05 Trust
Administrator's Fees and Expenses.....................
Section 9.06
Eligibility Requirements for Trust Administrator............
Section 9.07
Resignation and Removal of Trust Administrator..............
Section 9.08 Successor
Trust Administrator...............................
Section 9.09 Merger or
Consolidation of Trust Administrator..............
ARTICLE X
TERMINATION
Section 10.01 Termination upon Liquidation or Purchase of All
Mortgage
Loans.....................................................
Section 10.02 Final Distribution on the
Certificates......................
Section 10.03 Additional Termination
Requirements.........................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment...................................................
Section 11.02 Recordation of Agreement;
Counterparts......................
Section 11.03 Governing
Law...............................................
Section 11.04 Intention of
Parties........................................
Section 11.05
Notices.....................................................
Section 11.06 Severability of
Provisions..................................
Section 11.07
Assignment..................................................
Section 11.08 Limitation on Rights of
Certificateholders..................
Section 11.09 Inspection and Audit
Rights.................................
Section 11.10 Certificates Nonassessable and Fully
Paid...................
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-1-A-1 Form
of Class 1-A-1 Certificate..........................
Exhibit A-2-A-1 Form
of Class 2-A-1 Certificate..........................
Exhibit A-3-A-1 Form
of Class 3-A-1 Certificate..........................
Exhibit A-4-A-1 Form
of Class 4-A-1 Certificate..........................
Exhibit A-5-A-1 Form
of Class 5-A-1 Certificate..........................
Exhibit A-6-A-1 Form
of Class 6 A-1 Certificate..........................
Exhibit A-7-A-1 Form
of Class 7-A-1 Certificate..........................
Exhibit A-7-A-2 Form
of Class 7-A-2 Certificate..........................
Exhibit A-7-A-X Form
of Class 7-A-X Certificate..........................
Exhibit A-R Form of
Class A-LR or A-UR Certificate...................
Exhibit B
Form of Class B-1, B-2 or B-3 Certificate................
Exhibit C
Form of Class B-4, B-5 or B-6 Certificate................
Exhibit D
Form of Class P Certificate..............................
Exhibit E
Form of Reverse of Certificates..........................
Exhibit F
Form of Initial Certification of Custodian...............
Exhibit G
Form of Final Certification of Custodian.................
Exhibit H
Form of Transfer Affidavit...............................
Exhibit I
Form of Transferor Certificate...........................
Exhibit J
Form of Investment Letter (Non Rule 144A)................
Exhibit K
Form of Rule 144A Letter.................................
Exhibit L
Form of Request for Release of Documents.................
Exhibit M
Form of Certification to be Provided with Form 10-K......
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of February 1,
2005,
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, 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 JPMORGAN
CHASE BANK,
N.A., a banking association organized under the laws of the United
States, as
trustee (the "Trustee").
WITNESSETH THAT
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 will consist of three
REMICs. The
Lower-Tier REMIC will consist of all of the assets constituting the
Trust Fund
(other than any Class P Prepayment Charges, the Lower-Tier REMIC
Regular
Interests, Middle-Tier REMIC Regular Interests and proceeds thereof
in the
Distribution Account) and will be evidenced by the Lower-Tier REMIC
Regular
Interests (which will be uncertificated and will represent the
"regular
interests" in the Lower-Tier REMIC) and the Class A-LR Certificates
as the
single "residual interest" in the Lower-Tier REMIC. The Trustee
will hold the
Lower-Tier REMIC Regular Interests. The Middle-Tier REMIC will
consist of the
Lower-Tier REMIC Regular Interests and all proceeds thereof in the
Distribution
Account and will be evidenced by the Middle-Tier REMIC Regular
Interests (which
will be uncertificated and will represent the "regular interests"
in the
Middle-Tier REMIC) and the Class A-MR Interest as the single
"residual interest"
in the Middle-Tier REMIC. The Trustee shall hold the Middle-Tier
REMIC Regular
Interests. The Upper-Tier REMIC will consist of the Middle-Tier
REMIC Regular
Interests and all proceeds thereof in the Distribution Account and
will be
evidenced by the Regular Certificates (which will represent the
"regular
interests" in the Upper-Tier REMIC) and the Class A-UR Interest as
the single
"residual interest" of the Upper-Tier REMIC. The "latest possible
maturity date"
for federal income tax purposes of all interests created hereby
will be the
Latest Possible Maturity Date. The Class A-UR Certificates will
represent the
Class A-MR Interest and the Class A-UR Interest. In addition, the
Class P
Certificates represent beneficial ownership of the Class P
Prepayment Charges,
which portion of the Trust Fund shall be treated as a grantor trust
under
subpart E, Part I of subchapter J of the Code.
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):
Integral
Initial Class
Multiples
Principal Balance Pass-Through Minimum
in
Excess
or Notional Amount Rate
Denomination of
Minimum
------------------
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Class 1-A-1
$ 35,530,000
(1)
$ 25,000
$1
Class 2-A-1
$ 48,926,000
(3)
$ 25,000
$1
Class 3-A-1
$178,299,000
(4)
$ 25,000
$1
Class 4-A-1
$ 93,235,000
(5)
$ 25,000
$1
Class 5-A-1
$128,960,000
(6)
$ 25,000
$1
Class 6-A-1
$ 45,845,000
(7)
$ 25,000
$1
Class 7-A-1
$ 95,361,000
(8)
$ 25,000
$1
Class 7-A-2
$ 7,057,000
(9)
$ 25,000
$1
Class 7-A-X
$ 95,361,000(10) (11)
$ 100,000
$1
Class A-LR
$
50
(2)
$ 50
N/A
Class A-UR(12)
$
50
(2)
$ 50
N/A
Class B-1
$ 22,566,000
(13)
$ 25,000
$1
Class B-2
$ 7,180,000
(13)
$ 25,000
$1
Class B-3
$ 7,522,000
(13)
$ 25,000
$1
Class B-4
$ 5,812,000
(13)
$ 25,000
$1
Class B-5
$ 4,445,000
(13)
$ 25,000
$1
Class B-6
$ 3,077,567
(13)
$ 25,000
$1
Class P
(14)
N/A
N/A(15) N/A(15)
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(1) The
Pass-Through Rate for the Class 1-A-1 Certificates for each
Distribution Date will be a per annum rate equal to the weighted
average
of the Net
Mortgage Rates on the Group 1 Mortgage Loans, weighted on the
basis of
the respective Scheduled Principal Balances, as of the first
day
of the
related Interest Accrual Period (after taking into account
scheduled
payments of principal on that date).
(2) The
Pass-Through Rate for the Class A-LR and Class A-UR Certificates
for
each
Distribution Date will be a per annum rate equal to the
weighted
average of
the Net Mortgage Rates on the Group 1 Mortgage Loans, weighted
on the
basis of the respective Scheduled Principal Balances, as of the
first day
of the related Interest Accrual Period (after taking into
account
scheduled payments of principal on that date).
(3) The
Pass-Through Rate for the Class 2-A-1 Certificates for each
Distribution Date will be a per annum rate equal to the weighted
average
of the Net
Mortgage Rates on the Group 2 Mortgage Loans, weighted on the
basis of
the respective Scheduled Principal Balances, as of the first
day
of the
related Interest Accrual Period (after taking into account
scheduled
payments of principal on that date).
(4) The
Pass-Through Rate for the Class 3-A-1 Certificates for each
Distribution Date will be a per annum rate equal to the weighted
average
of the Net
Mortgage Rates on the Group 3 Mortgage Loans, weighted on the
basis of
the respective Scheduled Principal Balances, as of the first
day
of the
related Interest Accrual Period (after taking into account
scheduled
payments of principal on that date).
(5) The
Pass-Through Rate for the Class 4-A-1 Certificates for each
Distribution Date will be a per annum rate equal to the weighted
average
of the Net
Mortgage Rates on the Group 4 Mortgage Loans, weighted on the
basis of
the respective Scheduled Principal Balances, as of the first
day
of the
related Interest Accrual Period (after taking into account
scheduled
payments of principal on that date).
(6) The
Pass-Through Rate for the Class 5-A-1 Certificates for each
Distribution Date will be a per annum rate equal to the weighted
average
of the Net
Mortgage Rates on the Group 5 Mortgage Loans, weighted on the
basis of
the respective Scheduled Principal Balances, as of the first
day
of the
related Interest Accrual Period (after taking into account
scheduled
payments of principal on that date).
(7) The
Pass-Through Rate for the Class 6-A-1 Certificates for each
Distribution Date will be a per annum rate equal to the weighted
average
of the Net
Mortgage Rates on the Group 6 Mortgage Loans, weighted on the
basis of
the respective Scheduled Principal Balances, as of the first
day
of the
related Interest Accrual Period (after taking into account
scheduled
payments of principal on that date).
(8) The
Pass-Through Rate for the Class 7-A-1 Certificates for each
Distribution Date will be a per annum rate equal to the weighted
average
of the Net
Mortgage Rates on the Group 7 Mortgage Loans, weighted on the
basis of
the respective Scheduled Principal Balances, as of the first
day
of the
related Interest Accrual Period (after taking into account
scheduled
payments of principal on that date) minus 0.1679%.
(9) The
Pass-Through Rate for the Class 7-A-2 Certificates for each
Distribution Date will be a per annum rate equal to the weighted
average
of the Net
Mortgage Rates on the Group 7 Mortgage Loans, weighted on the
basis of
the respective Scheduled Principal Balances, as of the first
day
of the related
Interest Accrual Period (after taking into account
scheduled
payments of principal on that date).
(10) The Class 7-A-X
Certificates are Interest-Only Certificates and will not
be
entitled to distributions in respect of principal and will bear
interest
on their respective Notional Amount.
(11) The Pass-Through
Rate for the Class 7-A-X Certificates for each
Distribution Date will be a per annum rate equal to 0.1679%.
(12) The Class A-UR
Certificates will represent the Class A-UR Interest and the
Class A-MR
Interest.
(13) The Pass-Through
Rate for the Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5
and Class B-6 Certificates for each Distribution Date will be a
per annum
rate equal to the weighted average (weighted on the basis of
the
portion of
the aggregate Class Principal Balance of the Subordinate
Certificates attributable to each Loan Group as of the first day of
the
related
Interest Accrual Period (after taking into account scheduled
payments
of principal on that date)) of the weighted average of the Net
Mortgage
Rates on the Mortgage Loans in each Loan Group, weighted on the
basis of
the respective Scheduled Principal Balances, as of the first
day
of the
related Interest Accrual Period (after taking into account
scheduled
payments of principal on that date).
(14) The Class P
Certificates shall 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.
(15) The Class P
Certificates shall be issued in a minimum percentage interest
of 1% and
multiple integrals of 1% in excess thereof.
Set forth below are designations of Classes of Certificates to
the
categories used herein:
Book-Entry Certificates........... All Classes of Offered
Certificates other
than the Physical Certificates.
ERISA Restricted Certificates..... The Residual
Certificates and the Private
Certificates.
Group 1 Certificates.............. The Class 1-A-1, Class
A-LR and
Class A-UR Certificates.
Group 2 Certificates.............. The Class 2-A-1
Certificates.
Group 3 Certificates.............. The Class 3-A-1
Certificates.
Group 4 Certificates.............. The Class 4-A-1
Certificates.
Group 5 Certificates.............. The Class 5-A-1
Certificates.
Group 6 Certificates.............. The Class 6-A-1
Certificates.
Group 7 Certificates.............. The Class 7-A-1, Class
7-A-2 and Class
7-A-X Certificates.
Interest-Only Certificates........ The Class 7-A-X
Certificates
Offered Certificates.............. All Classes of
Certificates other than
the Private Certificates.
Physical Certificates............. The Private
Certificates and the Residual
Certificates.
Private Certificates.............. The Class B-4, Class
B-5, Class B-6 and
Class P Certificates.
Rating Agencies................... S&P, Moody's and
DBRS.
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
Certificates, Group 2
Certificates, Group 3 Certificates,
Group 4 Certificates, Group 5
Certificates, Group 6 Certificates and
Group 7 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:
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 Class Principal Balance or
Notional Amount,
subject to reduction as provided in Section 4.02(c) and (ii) any
Class Unpaid
Interest Amounts for such Class.
Adjustment Amount: With respect to the Special Hazard Loss
Coverage
Amount and, with respect to each anniversary of February 1, 2005,
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 related Mortgage Loans on the Distribution Date immediately
preceding such
anniversary, (y) the outstanding principal balance of related
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 related Mortgage Loan
which has the
largest outstanding principal balance on the Distribution Date
immediately
preceding such anniversary.
Adjustment Date: As to each Mortgage Loan, the date on which
the
Mortgage Rate is adjusted in accordance with the terms of the
related Mortgage
Note and Mortgage.
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
that 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 all
of the Loan
Groups.
Aggregate Subordinate Percentage: As of any Distribution Date,
the
aggregate Class Principal Balance for the Subordinate Certificates
immediately
prior to such Distribution Date divided by the sum of the Group
Pool Principal
Balance for all of the Loan Groups.
Agreement: This Pooling and Servicing Agreement and all
amendments
or supplements hereto.
Alternate
Cut-Off Date Mortgage Loans: The Mortgage Loans that are
listed as "Alternate Cut-Off Date Mortgage Loans" on the Mortgage
Loan Schedule.
Allocable Share: For any Distribution Date and 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 Class Principal Balance
thereof and the
denominator of which is the aggregate of the Class Principal
Balances of the
Subordinate Certificates; provided, that no class of such
Subordinate
Certificates will be entitled on any Distribution Date to receive
distributions
pursuant to clauses (ii), (iii) and (iv) of the definition of
Subordinate
Optimal Principal Amount unless the Class Prepayment Distribution
Trigger for
that class is satisfied for that Distribution Date; if the Class
Prepayment
Distribution Trigger is not satisfied for an outstanding class of
such
Subordinate Certificates, those amounts will be distributable to
the remaining
classes of such Subordinate Certificates for which the Class
Prepayment
Distribution Trigger is satisfied, pro rata, according to
Certificate Principal
Balance.
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 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 Group 4 Principal: As to any Distribution
Date,
Group 4 Available Funds for such Distribution Date reduced by the
aggregate
amount distributable on such Distribution Date in respect of
interest on the
Group 4 Certificates pursuant to Section 4.02(a)(i) priority first
sub-clause
(d).
Amount Available for Group 5 Principal: As to any Distribution
Date,
Group 5 Available Funds for such Distribution Date reduced by the
aggregate
amount distributable on such Distribution Date in respect of
interest on the
Group 5 Certificates pursuant to Section 4.02(a)(i) priority first
sub-clause
(e).
Amount Available for Group 6 Principal: As to any Distribution
Date,
Group 6 Available Funds for such Distribution Date reduced by the
aggregate
amount distributable on such Distribution Date in respect of
interest on the
Group 6 Certificates pursuant to Section 4.02(a)(i) priority first
sub-clause
(f).
Amount Available for Group 7 Principal: As to any Distribution
Date,
Group 7 Available Funds for such Distribution Date reduced by the
aggregate
amount distributable on such Distribution Date in respect of
interest on the
Group 7 Certificates pursuant to Section 4.02(a)(i) priority first
sub-clause
(g).
Amount Held for Future Distribution: As to any Distribution Date
and
any Mortgage Loan or Loan 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 Loan Group at the close of
business on the
related Servicer Remittance Date on account of (i) Principal
Prepayments
received after the related Prepayment Period, and Liquidation
Proceeds and
Insurance Proceeds received in the month of such Distribution Date
and (ii) all
Scheduled Payments due after the related Due Date.
Apportioned Subordinate Principal Distribution Amount: With
respect
to a Class of Subordinate Certificates and any Distribution Date,
the product of
(i) the Subordinate Principal Distribution Amount and (ii) the
applicable
Apportionment Fraction.
Apportionment Fraction: With respect to each Class of
Subordinate
Certificates and for any Distribution Date, in the event that the
Class
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
sum of the
Subordinate Optimal Principal Amount of the Loan Group (or Groups)
related to
such Certificate Group (or Groups), 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.
Assignment: An individual assignment of a Mortgage, notice of
transfer or equivalent instrument in recordable form, sufficient
under the laws
of the jurisdiction wherein the related Mortgaged Property is
located to reflect
of record the sale or transfer of the Mortgage Loan.
Assignment Agreements: The following Assignment, Assumption and
Recognition Agreements, each dated as of February 25, 2005, 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
Countrywide, the Transferor and Mortgage Asset Securitization
Transactions, Inc.;
(b) The Assignment, Assumption and Recognition Agreement, among
GMAC, the
Transferor and Mortgage Asset Securitization Transactions,
Inc.;
(c) The Assignment, Assumption and Recognition Agreement, among
GreenPoint, the Transferor and Mortgage Asset Securitization
Transactions,
Inc.;
(d) The Assignment, Assumption and Recognition Agreement, among
National
City, the Transferor and Mortgage Asset Securitization
Transactions, Inc.;
(e) The Assignment, Assumption and Recognition Agreement, among
PHH,
the Transferor and
Mortgage Asset Securitization Transactions, Inc.;
(f) The Assignment, Assumption and Recognition Agreement, among
Provident,
the Transferor and Mortgage Asset Securitization Transactions,
Inc.;
(g) The Assignment, Assumption and Recognition Agreement, among
Nexstar,
the Transferor and Mortgage Asset Securitization Transactions,
Inc.;
(h) The Assignment, Assumption and Recognition Agreement, among
Wachovia
Mortgage, the Transferor and Mortgage Asset Securitization
Transactions, Inc.; and
(i) The Assignment, Assumption and Recognition Agreement, among
Wells
Fargo, the Transferor and Mortgage Asset Securitization
Transactions, Inc.
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.
Available Funds: With respect to any Certificate Group, the Group
1
Available Funds, the Group 2 Available Funds, the Group 3 Available
Funds, the
Group 4 Available Funds, the Group 5 Available Funds, the Group 6
Available
Funds and the Group 7 Available Funds, as the case may be.
Bankruptcy Code: The United States Bankruptcy Reform Act of 1978,
as
amended.
Bankruptcy Coverage Termination Date: With respect to any Loan
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: As of any Distribution Date,
the
Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy
Coverage
Amount as reduced by (i) the aggregate amount of Bankruptcy Losses
relating to
the Mortgage Loans since February 1, 2005 and (ii) any permissible
reductions in
such Bankruptcy Loss Coverage Amount as evidenced by a letter of
each Rating
Agency to the Trust Administrator and the Trustee 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.
Certificate: Any one of the Certificates executed by the Trust
Administrator on behalf of the Trust and authenticated by the
Trust
Administrator in substantially the forms attached hereto as
Exhibits A through
E.
Certificate Group: The Group 1 Certificates, Group 2
Certificates,
Group 3 Certificates, Group 4 Certificates, Group 5 Certificates,
Group 6
Certificates and Group 7 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 Certificates
(other than the Class P Certificates or the Interest-Only
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 Class 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. The Class P Certificates and the
Interest-Only
Certificates have no Certificate Principal Balance.
Certificate Register: The register maintained pursuant to
Section
5.02 hereof.
Certificateholder or Holder: The person in whose name a
Certificate
is registered in the Certificate Register, except that, solely for
the purpose
of giving any consent pursuant to this Agreement, any Certificate
registered in
the name of the Master Servicer or the Depositor or any affiliate
of the Master
Servicer or the Depositor, as applicable, shall be deemed not to be
Outstanding
and the Percentage Interest evidenced thereby shall not be taken
into account in
determining whether the requisite amount of Percentage Interests
necessary to
effect such consent has been obtained; provided, however, that, if
any such
Person (including the Master Servicer or the Depositor) owns 100%
of the
Percentage Interests evidenced by a Class of Certificates, such
Certificates
shall be deemed to be Outstanding for purposes of any provision
hereof that
requires the consent of the Holders of Certificates of a particular
Class as a
condition to the taking of any action hereunder. The Trust
Administrator is
entitled to rely conclusively on a certification of the Master
Servicer or the
Depositor or any affiliate of the Master Servicer or the Depositor,
as
applicable, in determining which Certificates are registered in the
name of an
affiliate of the Master Servicer or the Depositor.
Certification: As specified in Section 8.12(d).
Class: All Certificates bearing the same class designation as
set
forth in the Preliminary Statement.
Class A-LR Interest: The sole class of "residual interest" in
the
Lower-Tier REMIC.
Class A-MR Interest: The sole class of "residual interest" in
the
Middle-Tier REMIC.
Class A-UR Interest: The sole class of "residual interest" in
the
Upper-Tier REMIC.
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 Trust 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 Fractional Interest for such Class with respect
to such
Distribution Date, equals or exceeds the Fractional Interest for
such Class
calculated as of the Closing Date or (ii) such Class of Subordinate
Certificates
is the most senior Class of Subordinate Certificates then
outstanding.
Class Principal Balance: With respect to any Class of
Certificates
(other than the Class P Certificates and the Interest-Only
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: February 25, 2005.
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
Collection Account: The separate Eligible Account or Accounts
created and maintained by the Master Servicer pursuant to Section
3.07 with a
depository institution in the name of the Master Servicer for the
benefit of the
Trustee on behalf of Certificateholders and designated "Wells Fargo
Bank, N.A.,
in trust for registered holders of MASTR Adjustable Rate Mortgages
Trust 2005-2
Mortgage Pass-Through Certificates, Series 2005-2." The Collection
Account may
be deemed to be a sub-account of the Distribution Account.
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 any Servicer fails to make its required Compensating Interest
payment on any
Distribution Date, the Master Servicer will be required to make
such
Compensating Interest payment to the same extent that such Servicer
is required
to make such Compensating Interest payment.
Control Person: As defined in Section 8.05.
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 4 New
York Plaza, 6th
Floor, New York, New York 10004 2477, Attention: Institutional
Trust
Services/Global Debt MASTR Adjustable Rate Mortgages Trust 2005-2,
telephone no.
(212) 623 5600, facsimile no. (212) 623 5930, 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
execution of this Agreement is located for certificate transfer
purposes at
Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,
Attention:
Corporate Trust Services - MARM 2005-2, and for all other purposes
at 9062 Old
Annapolis Road, Columbia, Maryland 21045, Attention: Corporate
Trust Services -
MARM 2005-2.
Corresponding Class or Classes of Certificates and
Corresponding
Middle-Tier REMIC Regular Interests: With respect to each
Middle-Tier REMIC
Regular Interest and each Class or Classes of Certificates
appearing opposite
each other as follows:
Corresponding
Middle-Tier
Corresponding Class or
REMIC Regular Interest
Classes of Certificates
---------------------------------
-----------------------------------------
Class 1-A-M1 Interest
Class 1-A-1 Certificates
Class 2-A-M1 Interest
Class 2-A-1 Certificates
Class 3-A-M1 Interest
Class 3-A-1 Certificates
Class 4-A-M1 Interest
Class 4-A-1 Certificates
Class 5-A-M1 Interest
Class 5-A-1 Certificates
Class 6-A-M1 Interest
Class 6-A-1 Certificates
Class 7-A-M1 Interest
Class 7-A-1 and Class 7-A-X Certificates
Class 7-A-M2 Interest
Class 7-A-2 Certificates
Class B-M1
Interest
Class B-1 Certificates
Class B-M2
Interest
Class B-2 Certificates
Class B-M3
Interest
Class B-3 Certificates
Class B-M4
Interest
Class B-4 Certificates
Class B-M5
Interest
Class B-5 Certificates
Class B-M6
Interest
Class B-6 Certificates
Countrywide: Countrywide Home Loans Servicing LP and its
successors
and assigns, in its capacity as Servicer of the Countrywide
Mortgage Loans.
Countrywide Mortgage Loans: The Mortgage Loans for which
Countrywide
is listed as "Servicer" on the Mortgage Loan Schedule.
Countrywide Servicing Agreement: Solely with respect to the
Countrywide Mortgage Loans, the Mortgage Loan Purchase and
Servicing Agreement,
dated as of November 1, 2001, as amended by Amendment No. 1, dated
as of
November 15, 2002, between the Transferor, as purchaser, and
Countrywide, as
seller and as servicer (as successor to Countrywide Home Loans,
Inc. by an
assignment dated January 1, 2002, as the same may be amended or
supplemented),
as the same may be further amended from time to time, and any
assignments and
conveyances related to the Countrywide Mortgage Loans.
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 Class
Principal
Balances of the Subordinate Certificates have been reduced to
zero.
Custodian: Wells Fargo with respect to those Mortgage Loans for
which Wells Fargo is listed under the heading "Custodian" in the
Mortgage Loan
Schedule.
Cut-off Date: With respect to the Mortgage Loans other than the
Alternate Cut-Off Date Mortgage Loans, February 1, 2005. With
respect to the
Alternate Cut-Off Date Mortgage Loans, March 1, 2005.
Cut-off Date Pool Balance: $683,815,668.
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: As defined in Section 2.03 hereof.
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.
Distribution Account: The separate Eligible Account created and
maintained by the Trust Administrator pursuant to Section 3.07 in
the name of
the Trustee for the benefit of the Certificateholders and
designated "JPMorgan
Chase Bank, N.A., in trust for registered holders of MASTR
Adjustable Rate
Mortgages Trust 2005-2 Mortgage Pass-Through Certificates, Series
2005-2." Funds
in the Distribution Account shall be held in trust for the
Certificateholders
for the uses and purposes set forth in this Agreement.
Distribution Account Deposit Date: As to any Distribution Date,
one
Business Day prior to such Distribution Date.
Distribution Date: The 25th day of each calendar month after
the
initial issuance of the Certificates, or if such 25th day is not a
Business Day,
the next succeeding Business Day, commencing in March 2005.
Distribution Date Statement: The statement delivered to the
Certificateholders pursuant to Section 4.04.
DBRS: Dominion Bond Rating Service, Inc. or any successor
thereto.
If DBRS is designated as a Rating Agency in the Preliminary
Statement, for
purposes of Section 11.05(b), the address for notices to DBRS shall
be 55
Broadway, New York, NY 10006, Attention: RMBS Surveillance-MASTR
Adjustable Rate
Mortgages Trust 2005-2, or such other address as DBRS may hereafter
furnish to
each party to this Agreement.
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 the Trustee 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
segregated trust
account or accounts maintained with the corporate trust department
of a federal
depository institution or state-chartered depository institution
subject to
regulations regarding fiduciary funds on deposit similar to Title
12 of the U.S.
Code of Federal Regulation Section 9.10(b), which, in either case,
has corporate
trust powers and is acting in its fiduciary capacity or (iv) any
other account
acceptable to each Rating Agency. 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 the same index and Periodic Rate Cap as that of the
Deleted
Mortgage Loan and a gross margin not more than 1% per annum higher
or lower than
that of the Deleted Mortgage Loan; (v) does not permit conversion
of the related
interest rate to a fixed interest rate; (vi) have a remaining term
to maturity
no greater than (and not more than one year less than that of) the
Deleted
Mortgage Loan; (vii) comply with each representation and warranty
set forth in
Section 2.03 hereof; (viii) be the same credit grade category as
the Deleted
Mortgage Loan; (ix) have the same prepayment penalty term; and (x)
not be a
Cooperative Loan unless the Deleted Mortgage Loan was a Cooperative
Loan.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
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.
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.
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 related
Group Available Funds, but shall instead be distributed directly to
the Holders
of the Class A-LR Certificates pursuant to Section 4.02(g)
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: With respect to the Custodian, the
certification required to be delivered by such Custodian not more
than 90 days
after the Closing Date to the Depositor, the Trustee and the
Transferor in the
form annexed hereto as Exhibit G pursuant to Section 2.02 of this
Agreement.
Financing Statement: A financing statement in the form of a UCC-1
or
UCC-3, as applicable, filed pursuant to the Uniform Commercial Code
to perfect a
security interest in the Cooperative Shares and Pledge
Instruments.
Fitch: Fitch, Inc., or any successor thereto. If Fitch is
designated
as a Rating Agency in the Preliminary Statement, for purposes of
Section
11.05(b), the address for notices to Fitch shall be One State
Street Plaza, New
York, NY 10004, Attention: MBS Monitoring MASTR Adjustable Rate
Mortgages Trust
2005-2, or such other address as Fitch may hereafter furnish to
each party to
this Agreement.
Fractional Interest: As to any Distribution Date and each Class
of
Subordinate Certificates, the fraction (expressed as a percentage),
the
numerator of which is the aggregate Certificate Principal Balance
of such Class
and each Class subordinate to such Class, if any, and the
denominator of which
is the aggregate Scheduled Principal Balance for all Loan
Groups.
Fraud Loan: A Liquidated Loan as to which a Fraud Loss has
occurred.
Fraud Loss Coverage Amount: As of the Closing Date,
$20,514,470,
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,
the Fraud Loss Coverage Amount will be reduced as follows: (a) on
the first
anniversary of February 1, 2005, to an amount equal to $13,676,313
less the
amount of Fraud Losses that would have been previously allocated to
the
Subordinate Certificates in the absence of the Loss Allocation
Limitation, (b)
on the second anniversary of February 1, 2005, to an amount equal
to $6,838,156
less the amount of Fraud Losses that would have been previously
allocated to the
Subordinate Certificates in the absence of the Loss Allocation
Limitation and
(c) on the earlier to occur of the Cross-Over Date and the fifth
anniversary of
February 1, 2005, 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.
GMAC: GMAC Mortgage Corporation and its successors and assigns,
in
its capacity as Servicer of the GMAC Mortgage Loans.
GMAC Mortgage Loans: The Mortgage Loans for which GMAC is listed
as
"Servicer" in the Mortgage Loan Schedule.
GMAC Servicing Agreement: Solely with respect to the GMAC
Mortgage
Loans, the Servicing Agreement, dated as of November 1, 2001,
between the
Transferor and GMAC, as amended by Amendment Number One, dated as
of January 1,
2003, as the same may be further amended from time to time, and any
assignment
and conveyance related to the GMAC Mortgage Loans.
Grantor Trust: That portion of the Trust, exclusive of the
Trust
REMICs, that holds the rights of the Class P Certificateholders to
Class P
Prepayment Charges.
GreenPoint: GreenPoint Mortgage Funding, Inc. and its successors
and
assigns, in its capacity as Servicer of the GreenPoint Mortgage
Loans.
GreenPoint Mortgage Loans: The Mortgage Loans for which
GreenPoint
is listed as "Servicer" on the Mortgage Loan Schedule.
GreenPoint Servicing Agreement: Solely with respect to the
GreenPoint Mortgage Loans, the Master Loan Purchase and Servicing
Agreement,
dated as of March 1, 2003, between the Transferor, as purchaser,
and GreenPoint,
as seller and servicer, as amended by Amendment Number One, dated
May 30, 2003,
as further amended by Amendment Number Two, dated January 8, 2004,
as further
amended by Amendment No. Three, dated July 1, 2004, and as the same
may be
further amended from time to time.
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 on the related
Distribution
Account Deposit Date, attributable to the Group 1 Mortgage Loans
net of the
Amount Held for Future Distribution related to the Group 1 Mortgage
Loans and
net of amounts (i) permitted to be withdrawn from the Collection
Account
pursuant to clauses (i)-(viii) inclusive and clauses (ix)(A)(ii),
(ix)(B), (x)
and (xi) of Section 3.10(a), (ii) after giving effect to all
amounts deposited
to the Distribution Account from the Collection Account, amounts
permitted to be
withdrawn from the Distribution Account pursuant to clauses (i)
through (iv)
inclusive of Section 3.10(b) each as it relates to the Group 1
Mortgage Loans
and (iii) any amounts representing Fair Market Value Excess with
respect to a
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
Advances related to
the Group 1 Mortgage Loans, and (c) in connection with Deleted
Mortgage Loans in
Loan Group 1, as applicable, the aggregate of the Purchase Prices
and
Substitution Adjustment Amounts deposited on the related
Distribution Account
Deposit Date.
Group 1 Certificates: As specified in the Preliminary
Statement.
Group 1 Mortgage Loans: Those Mortgage Loans identified on the
Mortgage Loan Schedule as Group 1 Mortgage Loans.
Group 1 Pool Principal Balance: As to any Distribution Date,
the
aggregate of the Scheduled Principal Balances of the Group 1
Mortgage Loans that
were Outstanding Mortgage Loans on the Due Date in the month
preceding the month
of such Distribution Date.
Group 1 Subordinate Amount: As to any Distribution Date, the
excess
of (i) the aggregate Scheduled Principal Balance of the Group 1
Mortgage Loans
over (ii) the sum of the Class Principal Balances of the Group 1
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 on the related
Distribution
Account Deposit Date, attributable to the Group 2 Mortgage Loans
net of the
Amount Held for Future Distribution related to the Group 2 Mortgage
Loans and
net of amounts (i) permitted to be withdrawn from the Collection
Account
pursuant to clauses (i)-(viii) inclusive and clauses (ix)(A)(ii),
(ix)(B), (x)
and (xi) of Section 3.10(a), (ii) after giving effect to all
amounts deposited
to the Distribution Account from the Collection Account, amounts
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 2 Mortgage Loans
and (iii)
any amounts representing Fair Market Value Excess with respect to a
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 Advances
related to the
Group 2 Mortgage Loans, and (c) in connection with Deleted Mortgage
Loans in
Loan Group 2, as applicable, the aggregate of the Purchase Prices
and
Substitution Adjustment Amounts deposited on the related
Distribution Account
Deposit Date.
Group 2 Certificates: As specified in the Preliminary
Statement.
Group 2 Mortgage Loans: Those Mortgage Loans identified on the
Mortgage Loan Schedule as Group 2 Mortgage Loans.
Group 2 Pool Principal Balance: As to any Distribution Date,
the
aggregate of the Scheduled Principal Balances of the Group 2
Mortgage Loans that
were Outstanding Mortgage Loans on the Due Date in the month
preceding the month
of such Distribution Date.
Group 2 Subordinate Amount: As to any Distribution Date, the
excess
of (i) the aggregate Scheduled Principal Balance of the Group 2
Mortgage Loans
over (ii) the sum of the Class Principal Balances of the Group 2
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 on the related
Distribution
Account Deposit Date, attributable to the Group 3 Mortgage Loans
net of the
Amount Held for Future Distribution related to the Group 3 Mortgage
Loans and
net of amounts (i) permitted to be withdrawn from the Collection
Account
pursuant to clauses (i)-(viii) inclusive and clauses (ix)(A)(ii),
(ix)(B), (x)
and (xi) of Section 3.10(a), (ii) after giving effect to all
amounts deposited
to the Distribution Account from the Collection Account, amounts
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 (iii)
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 Advances
related to the
Group 3 Mortgage Loans, and (c) in connection with Deleted Mortgage
Loans in
Loan Group 3, as applicable, the aggregate of the Purchase Prices
and
Substitution Adjustment Amounts deposited on the related
Distribution Account
Deposit Date.
Group 3 Certificates: As specified in the Preliminary
Statement.
Group 3 Mortgage Loans: Those Mortgage Loans identified on the
Mortgage Loan Schedule as Group 3 Mortgage Loans.
Group 3 Pool Principal Balance: As to any Distribution Date,
the
aggregate of the Scheduled Principal Balances of the Group 3
Mortgage Loans that
were Outstanding Mortgage Loans 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 Balance of the Group 3
Mortgage Loans
over (ii) the sum of the Class Principal Balances of the Group 3
Certificates.
Group 4 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 on the related
Distribution
Account Deposit Date, attributable to the Group 4 Mortgage Loans
net of the
Amount Held for Future Distribution related to the Group 4 Mortgage
Loans and
net of amounts (i) permitted to be withdrawn from the Collection
Account
pursuant to clauses (i)-(viii) inclusive and clauses (ix)(A)(ii),
(ix)(B), (x)
and (xi) of Section 3.10(a), (ii) after giving effect to all
amounts deposited
to the Distribution Account from the Collection Account, amounts
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 4 Mortgage Loans
and (iii)
any amounts representing Fair Market Value Excess with respect to a
Group 4
Mortgage Loan received in connection with the termination of the
Trust Fund
pursuant to Section 10.01 hereof, (b) the amount of the Advances
related to the
Group 4 Mortgage Loans, and (c) in connection with Deleted Mortgage
Loans in
Loan Group 4, as applicable, the aggregate of the Purchase Prices
and
Substitution Adjustment Amounts deposited on the related
Distribution Account
Deposit Date.
Group 4 Certificates: As specified in the Preliminary
Statement.
Group 4 Mortgage Loans: Those Mortgage Loans identified on the
Mortgage Loan Schedule as Group 4 Mortgage Loans.
Group 4 Pool Principal Balance: As to any Distribution Date,
the
aggregate of the Scheduled Principal Balances of the Group 4
Mortgage Loans that
were Outstanding Mortgage Loans on the Due Date in the month
preceding the month
of such Distribution Date.
Group 4 Subordinate Amount: As to any Distribution Date, the
excess
of (i) the aggregate Scheduled Principal Balance of the Group 4
Mortgage Loans
over (ii) the sum of the Class Principal Balances of the Group 4
Certificates.
Group 5 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 on the related
Distribution
Account Deposit Date, attributable to the Group 5 Mortgage Loans
net of the
Amount Held for Future Distribution related to the Group 5 Mortgage
Loans and
net of amounts (i) permitted to be withdrawn from the Collection
Account
pursuant to clauses (i)-(viii) inclusive and clauses (ix)(A)(ii),
(ix)(B), (x)
and (xi) of Section 3.10(a), (ii) after giving effect to all
amounts deposited
to the Distribution Account from the Collection Account, amounts
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 5 Mortgage Loans
and (iii)
any amounts representing Fair Market Value Excess with respect to a
Group 5
Mortgage Loan received in connection with the termination of the
Trust Fund
pursuant to Section 10.01 hereof, (b) the amount of the Advances
related to the
Group 5 Mortgage Loans, and (c) in connection with Deleted Mortgage
Loans in
Loan Group 5, as applicable, the aggregate of the Purchase Prices
and
Substitution Adjustment Amounts deposited on the related
Distribution Account
Deposit Date.
Group 5 Certificates: As specified in the Preliminary
Statement.
Group 5 Mortgage Loans: Those Mortgage Loans identified on the
Mortgage Loan Schedule as Group 5 Mortgage Loans.
Group 5 Pool Principal Balance: As to any Distribution Date,
the
aggregate of the Scheduled Principal Balances of the Group 5
Mortgage Loans that
were Outstanding Mortgage Loans on the Due Date in the month
preceding the month
of such Distribution Date.
Group 5 Subordinate Amount: As to any Distribution Date, the
excess
of (i) the aggregate Scheduled Principal Balance of the Group 5
Mortgage Loans
over (ii) the sum of the Class Principal Balances of the Group 5
Certificates.
Group 6 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 on the related
Distribution
Account Deposit Date, attributable to the Group 6 Mortgage Loans
net of the
Amount Held for Future Distribution related to the Group 6 Mortgage
Loans and
net of amounts (i) permitted to be withdrawn from the Collection
Account
pursuant to clauses (i)-(viii) inclusive and clauses (ix)(A)(ii),
(ix)(B), (x)
and (xi) of Section 3.10(a), (ii) after giving effect to all
amounts deposited
to the Distribution Account from the Collection Account, amounts
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 6 Mortgage Loans
and (iii)
any amounts representing Fair Market Value Excess with respect to a
Group 6
Mortgage Loan received in connection with the termination of the
Trust Fund
pursuant to Section 10.01 hereof, (b) the amount of the Advances
related to the
Group 6 Mortgage Loans, and (c) in connection with Deleted Mortgage
Loans in
Loan Group 6, as applicable, the aggregate of the Purchase Prices
and
Substitution Adjustment Amounts deposited on the related
Distribution Account
Deposit Date.
Group 6 Certificates: As specified in the Preliminary
Statement.
Group 6 Mortgage Loans: Those Mortgage Loans identified on the
Mortgage Loan Schedule as Group 6 Mortgage Loans.
Group 6 Pool Principal Balance: As to any Distribution Date,
the
aggregate of the Scheduled Principal Balances of the Group 6
Mortgage Loans that
were Outstanding Mortgage Loans on the Due Date in the month
preceding the month
of such Distribution Date.
Group 6 Subordinate Amount: As to any Distribution Date, the
excess
of (i) the aggregate Scheduled Principal Balance of the Group 6
Mortgage Loans
over (ii) the sum of the Class Principal Balances of the Group 6
Certificates.
Group 7 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 on the related
Distribution
Account Deposit Date, attributable to the Group 7 Mortgage Loans
net of the
Amount Held for Future Distribution related to the Group 7 Mortgage
Loans and
net of amounts (i) permitted to be withdrawn from the Collection
Account
pursuant to clauses (i)-(viii) inclusive and clauses (ix)(A)(ii),
(ix)(B), (x)
and (xi) of Section 3.10(a), (ii) after giving effect to all
amounts deposited
to the Distribution Account from the Collection Account, amounts
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 7 Mortgage Loans
and (iii)
any amounts representing Fair Market Value Excess with respect to a
Group 7
Mortgage Loan received in connection with the termination of the
Trust Fund
pursuant to Section 10.01 hereof, (b) the amount of the Advances
related to the
Group 7 Mortgage Loans, and (c) in connection with Deleted Mortgage
Loans in
Loan Group 7, as applicable, the aggregate of the Purchase Prices
and
Substitution Adjustment Amounts deposited on the related
Distribution Account
Deposit Date.
Group 7 Certificates: As specified in the Preliminary
Statement.
Group 7 Mortgage Loans: Those Mortgage Loans identified on the
Mortgage Loan Schedule as Group 7 Mortgage Loans.
Group 7 Pool Principal Balance: As to any Distribution Date,
the
aggregate of the Scheduled Principal Balances of the Group 7
Mortgage Loans that
were Outstanding Mortgage Loans on the Due Date in the month
preceding the month
of such Distribution Date.
Group 7 Subordinate Amount: As to any Distribution Date, the
excess
of (i) the aggregate Scheduled Principal Balance of the Group 7
Mortgage Loans
over (ii) the sum of the Class Principal Balances of the Group 7
Certificates
(other than the related Interest-Only Certificates).
Group Available Funds: Any of the Group 1 Available Funds, Group
2
Available Funds, Group 3 Available Funds, Group 4 Available Funds,
Group 5
Available Funds, Group 6 Available Funds and Group 7 Available
Funds, as
applicable.
Group Pool Principal Balance: Any of the Group 1 Pool Principal
Balance, Group 2 Pool Principal Balance, Group 3 Pool Principal
Balance, Group 4
Pool Principal Balance, Group 5 Pool Principal Balance, Group 6
Pool Principal
Balance and Group 7 Pool Principal Balance, as applicable.
Group Subordinate Amount: Each of the Group 1 Subordinate
Amount,
Group 2 Subordinate Amount, Group 3 Subordinate Amount, Group 4
Subordinate
Amount, Group 5 Subordinate Amount, Group 6 Subordinate Amount and
Group 7
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.
Incremental Interest: As to any Mortgage Loan, the amount of
interest accrued on such Mortgage Loan attributable to the
Incremental Rate;
provided, however, that with respect to any payment of interest
received in
respect of a Mortgage Loan (whether paid by the Mortgagor or
received as
Liquidation Proceeds or otherwise) that is less than the full
amount of interest
then due with respect to such Mortgage Loan, only that portion of
such payment
of interest that bears the same relationship to the total amount of
such payment
of interest as the Incremental Rate, if any, in respect of such
Mortgage Loan
bears to the Mortgage Rate shall be allocated to the Incremental
Interest with
respect thereto.
Incremental Rate: Prior to the first Adjustment Date for a
Mortgage
Loan, the per annum increase to the initial Mortgage Rate set forth
in an
addendum to the related Mortgage Note, which increase takes effect
upon the
happening of certain specified conditions, as provided in the
Mortgage Note and
any attachments thereto, and remains in effect until the first
Adjustment Date.
Indirect Participant: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a
custodial
relationship with a Depository Participant.
Initial Bankruptcy Coverage Amount: $299,507.
Initial Certification: With respect to the Custodian, the
certification required to be executed by such Custodian and
delivered on the
Closing Date to the Depositor and the Trustee in the form annexed
hereto as
Exhibit F pursuant to Section 2.02 of this Agreement.
Initial Depositor Required Deposit: The amount required to be
paid
by the Depositor pursuant to Section 2.01(d), equal to one month of
interest
that would have accrued at the applicable Net Mortgage Rate on the
Scheduled
Principal Balance of each Alternate Cut-off Date Mortgage Loan for
the Interest
Accrual Period related to the Distribution Date in March 2005 had
the Cut-off
Date for such Mortgage Loans been February 1, 2005 (instead of
March 1, 2005).
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.
Insured Expenses: Expenses covered by an Insurance Policy or
any
other insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: With respect to each Class of
Certificates,
each Lower-Tier REMIC Regular Interest, each Middle-Tier REMIC
Regular Interest
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 February 1, 2005, to and including the last day of such
immediately
preceding month on the basis of a 360-day year consisting of twelve
(12) 30-day
months.
Interest-Only Certificates: As specified in the Preliminary
Statement.
Latest Possible Maturity Date: The Distribution Date following
the
first anniversary of the scheduled maturity date of the Mortgage
Loan having the
latest scheduled maturity date as of the Cut-off Date.
Lender-Paid Mortgage Insurance Amount: With respect to any
Lender-Paid Mortgage Insurance Loan, the interest portion of each
Scheduled
Payment that is paid by the related Mortgagor that will be used to
pay the
monthly premium of the "lender-paid" Primary Insurance Policy on
such
Lender-Paid Mortgage Insurance Loan, which is calculated by
multiplying the
Scheduled Principal Balance as of the related date of determination
on such
Lender-Paid Mortgage Insurance Loan by the applicable Lender-Paid
Mortgage
Insurance Rate.
Lender-Paid Mortgage Insurance Loan: Each of the Mortgage Loans
identified on the Mortgage Loan Schedule as having a Lender-Paid
Mortgage
Insurance Rate.
Lender-Paid Mortgage Insurance Rate: With respect to any
Lender-Paid
Mortgage Insurance Loan, a per annum rate equal to the percentage
indicated on
the Mortgage Loan Schedule under the heading "Lender-Paid Mortgage
Insurance
Rate."
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 Group: Each of Loan Group 1, Loan Group 2, Loan Group 3,
Loan
Group 4, Loan Group 5, Loan Group 6 and Loan Group 7, as
applicable.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
Loan Group 3: The Group 3 Mortgage Loans.
Loan Group 4: The Group 4 Mortgage Loans.
Loan Group 5: The Group 5 Mortgage Loans.
Loan Group 6: The Group 6 Mortgage Loans.
Loan Group 7: The Group 7 Mortgage Loans.
Loan Seller: With respect to any Mortgage Loan, the entity that
sold
such Mortgage Loan to the Transferor.
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 (xxxii) on
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.
London Business Day: Any Business Day on which banks are open
for
dealing in foreign currency and exchange in London, England and the
city of New
York.
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.
Lower-Tier REMIC: As described in the Preliminary Statement.
Lower-Tier REMIC Interest: Any one of the Lower-Tier REMIC
Regular
Interests or the Class A-LR Certificates.
Lower-Tier REMIC Regular Interest: Any of the Class L-1B
Interest,
Class L-1Q Interest, Class L-2B Interest, Class L-2Q Interest,
Class L-3B
Interest, Class L-3Q Interest, Class L-4B Interest, Class L-4Q
Interest, Class
L-5B Interest, Class L-5Q Interest, Class L-6B Interest, Class L-6Q
Interest,
Class L-7B Interest and Class L-7Q Interest.
Lower-Tier Subordinated Balance Ratio: The ratio among the
principal
balances of the Class L-1B Interest, Class L-2B Interest, Class
L-3B Interest,
Class L-4B Interest, Class L-5B Interest, Class L-6B Interest and
Class L-7B
Interest equal to the ratio among the Group 1 Subordinate Amount,
the Group 2
Subordinate Amount, Group 3 Subordinate Amount, the Group 4
Subordinate Amount,
the Group 5 Subordinate Amount, Group 6 Subordinate Amount and the
Group 7
Subordinate Amount.
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 Servicer: Wells Fargo, 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.
Middle-Tier REMIC: As described in the Preliminary Statement.
Middle-Tier REMIC Interest: Any one of the Middle-Tier REMIC
Regular
Interests or Class A-MR Interest.
Middle-Tier REMIC Regular Interest: Any of the Class 1-A-M1
Interest, Class 2-A-M1 Interest, Class 3-A-M1 Interest, Class
4-A-M1 Interest,
Class 5-A-M1 Interest, Class 6-A-M1 Interest, Class 7-A-M1
Interest, Class
7-A-M2 Interest, Class B-M1 Interest, Class B-M2 Interest, Class
B-M3 Interest,
Class B-M4 Interest, Class B-M5 Interest and Class B-M6
Interest.
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 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 February 1, 2005, 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,
and if such rate is subject to change, the date such rate will
change and the
Servicing Fee Rate applicable thereafter; (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) the next Adjustment
Date; (29)
the lifetime mortgage rate cap; (30) the Periodic Rate Cap; (31)
the maximum
interest rate; (32) the minimum interest rate; (33) a code
indicating if the
Mortgage Loan is subject to a "lender-paid" Primary Insurance
Policy and, if so,
the name of the Qualified Mortgage Insurer, the certificate number
and the
coverage amount of the Primary Insurance Policy, and the
Lender-Paid Mortgage
Insurance Rate; (34) the date on which the Mortgage Loan was
transferred to the
Transferor; (35) a code indicating the Loan Group such Mortgage
Loan is included
in; (36) the initial Servicer; (37) a code indicating the
originator of the
Mortgage Loan; (38) a code indicating whether the Mortgage Loan is
a Cooperative
Loan; (39) a code indicating whether such Mortgage Loan is an
Alternate Cut-Off
Date Mortgage Loan; and (40) a code indicating whether such
Mortgage Loan is a
Home 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 on 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 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.
National City: National City Mortgage Co. and its successors
and
assigns, in its capacity as servicer of the National City Mortgage
Loans.
National City Mortgage Loans: The Mortgage Loans for which
National
City is listed as "Servicer" on the Mortgage Loan Schedule.
National City Servicing Agreement: Solely with respect to the
National City Mortgage Loans, the Second Amended and Restated
Master Seller's
Warranties and Servicing Agreement, dated as of May 1, 2004,
between the
Transferor and National City, as the same may be amended from time
to time, and
any assignments and conveyances related to the National City
Mortgage Loans.
Net Mortgage Rate: As to each Mortgage Loan, and at any time,
the
per annum rate equal to the Mortgage Rate (without giving effect to
any
Incremental Rate) less (i) the related Servicing Fee Rate and (ii)
if
applicable, the Lender-Paid Mortgage Insurance Rate.
Net Prepayment Interest Shortfalls: As to any Distribution Date
and
Loan Group, the amount by which the aggregate of Prepayment
Interest Shortfalls
for that Loan Group during the related Prepayment Period exceeds
the amount of
Compensating Interest available to such Loan Group for such
Distribution Date.
Nexstar: Nexstar Financial Corporation, a Delaware corporation,
and
its successors and assigns, in its capacity as servicer of the
Nexstar Mortgage
Loans.
Nexstar Mortgage Loans: The Mortgage Loans for which Nexstar is
listed as "Servicer" on the Mortgage Loan Schedule.
Nexstar Servicing Agreement: Solely with respect to the Nexstar
Mortgage Loans, the Master Loan Purchase and Servicing Agreement,
dated as of
August 1, 2002, between the Transferor and Nexstar, as amended by
Amendment
Number One, dated as of November 15, 2002, as amended by Amendment
Number Two,
dated as of August 1, 2003, as the same may be further amended from
time to
time, and any assignment and conveyance related to the Nexstar
Mortgage Loans.
Nonrecoverable Advance: Any portion of an Advance previously made
or
proposed to be made by the applicable Servicer or the Master
Servicer, as the
case may be, that, in the good faith judgment of the applicable
Servicer or the
Master Servicer, will not be ultimately recoverable by the
applicable Servicer
or the Master Servicer from the related Mortgagor, related
Liquidation Proceeds
or otherwise.
Notice of Final Distribution: The notice to be provided pursuant
to
Section 10.02 to the effect that final distribution on any of the
Certificates
shall be made only upon presentation and surrender thereof.
Notional Amount: With respect to the Class 7-A-X Certificates
and
any Distribution Date, the Class Principal Balance of the Class
7-A-1
Certificates immediately prior to such Distribution Date.
Offered Certificates: As specified in the Preliminary
Statement.
Officer's Certificate: A certificate (i) signed by the Chairman
of
the Board, the Vice Chairman of the Board, the President, a
Managing Director, a
Vice President (however denominated), an Assistant Vice President,
the
Treasurer, the Secretary, or one of the Assistant Treasurers or
Assistant
Secretaries of the Depositor or the Master Servicer, or (ii) if
provided for in
this Agreement, signed by a Master Servicing Officer, as the case
may be, and
delivered to the Depositor, the Trustee and the Trust
Administrator, as the case
may be, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be
counsel
for the Depositor or the Master Servicer, including in-house
counsel, reasonably
acceptable to the Trustee or the Trust Administrator, as
applicable; provided,
however, that, with respect to the interpretation or application of
the REMIC
Provisions, such counsel must (i) in fact be independent of the
Depositor and
the Master Servicer, (ii) not have any direct financial interest in
the
Depositor or the Master Servicer or in any affiliate of either, and
(iii) not be
connected with the Depositor or the Master Servicer as an officer,
employee,
promoter, underwriter, trustee, partner, director or person
performing similar
functions.
Optional Termination: The termination of the Trust created
hereunder
in connection with the purchase of the Mortgage Loans pursuant to
Section
10.01(a) hereof.
Original Subordinate Principal Balance: The aggregate of the
Class
Principal Balances of the Subordinate Certificates as of the
Closing Date.
OTS: The Office of Thrift Supervision.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and
authenticated under
this Agreement except:
(a) Certificates theretofore canceled by the Trust Administrator
or
delivered
to the Trust Administrator for cancellation; and
(b) Certificates in exchange for which or in lieu of which
other
Certificates have been executed and delivered by the Trust
Administrator
pursuant
to this Agreement.
Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan
with
a 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.
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.
Periodic Rate Cap: As to each Mortgage Loan and the related
Mortgage
Note, the provisions therein that limit permissible increases and
decreases in
the interest rate of any Mortgage Loan on any Adjustment Date.
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 (as confirmed in writing by
the
applicable
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
(as
confirmed in writing by the applicable 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 (as confirmed in
writing by
the applicable 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 (as confirmed in writing by the applicable 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 (as confirmed in writing by the applicable 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 confirmed in writing by the applicable 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 at least the highest rating category by each Rating
Agency (if
so rated by such Rating Agency; provided, however, if S&P is
a
Rating
Agency, then such mutual fund, money market fund, common trust
fund
or other
pooled investment vehicle shall have been rated by S&P);
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 or any State
thereof or the
District of Columbia, an estate whose income is subject to United
States federal
income tax regardless of its source or a trust if a court within
the United
States is able to exercise primary supervision over the
administration of the
Trust and one or more Persons described in this clause (v) have the
authority to
control all substantial decisions of the Trust (or, to the extent
provided in
applicable Treasury Regulations, certain trusts in existence on
August 20, 1996
which are eligible to elect to be treated as United States persons)
unless such
Person has furnished the transferor and the Trust Administrator
with a duly
completed Internal Revenue Service Form W-8ECI or any applicable
successor form,
(vi) any Person with respect to whom income on any Residual
Certificate is
attributable to a foreign permanent establishment or fixed base,
within the
meaning of an applicable income tax treaty, of such Person or any
other Person
and (vii) any other Person so designated by the Depositor based
upon an Opinion
of Counsel that the Transfer of an Ownership Interest in a Residual
Certificate
to such Person may cause any REMIC hereunder to fail to qualify as
a REMIC at
any time that the Certificates are outstanding. The terms "United
States,"
"State" and "international organization" shall have the meanings
set forth in
Section 7701 of the Code or successor provisions. A corporation
will not be
treated as an instrumentality of the United States or of any State
or political
subdivision thereof for these purposes if all of its activities are
subject to
tax and, with the exception of Freddie Mac, a majority of its board
of directors
is not selected by such government unit.
Person: Any individual, corporation, partnership, limited
liability
company, joint venture, association, joint stock company, trust,
unincorporated
organization or government, or any agency or political subdivision
thereof.
PHH: PHH Mortgage Corporation (f/k/a Cendant Mortgage
Corporation)
and its successors and assigns, in its capacity as Servicer of the
PHH Mortgage
Loans.
PHH Mortgage Loans: The Mortgage Loans for which PHH is listed
as
"Servicer" on the Mortgage Loan Schedule.
PHH Servicing Agreement: Solely with respect to the PHH
Mortgage
Loans, the Mortgage Loan Flow Purchase, Sale and Servicing
Agreement (as
successor by merger to Cendant), dated as of August 1, 2001,
between the
Transferor, as purchaser, and PHH, as seller and as servicer, as
amended by
Amendment No. 1, dated as of November 28, 2001, Amendment No. 2,
dated as of
November 15, 2002, and as the same may be further amended from time
to time, and
any term sheets 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.
Pool Principal Balance: As to any Distribution Date, the
aggregate
of the Scheduled Principal Balances of the Mortgage Loans that were
Outstanding
Mortgage Loans on the Due Date in the month preceding the month of
such
Distribution Date.
Prepayment Interest Excess: As to any Principal Prepayment
received
or, in the case of partial Principal Prepayments, applied by the
applicable
Servicer or the Master Servicer from the first day through the
fifteenth day of
any calendar month (other than the calendar month in which the
Cut-off Date
occurs), all amounts paid by the related Mortgagor in respect of
interest on
such Principal Prepayment.
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
(except with
respect to any WMMSC Mortgage Loan for which a Principal Prepayment
in Full or a
Recovery is received by WMMSC on or after the 1st day and prior to
the 15th day
of the month in which such Distribution Date occurs), 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, (a) with respect
to
any voluntary Principal Prepayment of a Mortgage Loan (other than
any voluntary
Principal Prepayment in Full of a WMMSC Mortgage Loan or a Recovery
with respect
to a WMMSC Mortgage Loan) the calendar month preceding the month in
which such
Distribution Date occurs; and (b) with respect to any Principal
Prepayment in
Full of a WMMSC Mortgage Loan or a Recovery with respect to a WMMSC
Mortgage
Loan, the period beginning on the 15th day of the calendar month
immediately
preceding the month in which such Distribution Date occurs and
ending on the
14th day of the calendar month in which such Distribution Date
occurs.
Primary Insurance Policy: Each policy of primary mortgage
guaranty
insurance or any replacement policy with respect to any Mortgage
Loan.
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.
Pro Rata Share: As to any Distribution Date and any Mortgage
Loan
(i) with respect to any Senior Certificate for which such Mortgage
Loan is not
in the Related Loan Group, zero, and (ii) with respect to each
other Class of
Senior Certificates as to which such Mortgage Loan is in the
Related Loan Group,
and each Class of Subordinate Certificates, the ratio that the
amount calculated
with respect to such Distribution Date for such Class pursuant to
clause (i) of
the definition of Accrued Certificate Interest (without giving
effect to any
reduction of such amount pursuant to Section 4.02(c)) bears to the
amount
calculated with respect to such Distribution Date for all such
Classes of Senior
Certificates and for all Classes of Subordinate Certificates
pursuant to clause
(i) of the definition of Accrued Certificate Interest (without
giving effect to
any reduction of such amount pursuant to Section 4.02(c));
provided, however,
that with respect to the calculation in (ii) above, such
calculation with
respect to the Subordinate Certificates shall be made as though
each Class of
Subordinate Certificates had a Class Principal Balance equal to its
pro rata
share (based on Class Principal Balance) of the Group Subordinate
Amount for the
Group which includes such Mortgage Loan, and provided, further,
that, in the
event the Pro Rata Share for any Class of Senior Certificates as so
calculated
exceeds the portion of the Accrued Certificate Interest for such
Class in
accordance with clause (i) of the definition thereof without
adjustment for
Section 4.02(c) other than reduction for Net Prepayment Interest
Shortfalls, the
amount of such excess shall be allocated pro rata to all other
Classes of Senior
Certificates based on Accrued Certificate Interest pursuant to such
clause (i)
without adjustment pursuant to Section 4.02(c), and shall be
treated as the Pro
Rata Share of each such Class.
Proprietary Lease: The lease on a Cooperative Unit evidencing
the
possessory interest of the owner of the Cooperative Shares in such
Cooperative
Unit.
Prospectus Supplement: The Prospectus Supplement dated February
22,
2005 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.
Provident: Provident Funding Associates, L.P. and its successors
and
assigns, in its capacity as servicer of the Provident Mortgage
Loans.
Provident Mortgage Loans: The Mortgage Loans for which Provident
is
listed as "Servicer" in the Mortgage Loan Schedule.
Provident Servicing Agreement: Solely with respect to the
Provident
Mortgage Loans, the Master Loan Purchase and Servicing Agreement,
dated as of
August 1, 2002, between the Transferor and Provident, as amended by
Amendment
Number One, dated as of November 15, 2002, as amended by Amendment
Number Two,
dated as of August 1, 2003, as the same may be further amended from
time to
time, and any assignment and conveyance related to the Provident
Mortgage Loans.
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, (iii) in the event that such Mortgage Loan is
repurchased by
the Transferor due to a breach of the representations and
warranties listed in
clauses (xiii) or (xiv) of Schedule II to this Agreement, any costs
and damages
incurred by the Trust 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 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 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 from
time to time,
minus (iii) the Liquidation Proceeds, if any, received during the
month in which
such liquidation occurred, to the extent applied as recoveries of
interest at
the Net Mortgage Rate and to principal of the Liquidated Loan. With
respect to
each Mortgage Loan that 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 last Business Day of the month immediately
preceding the month
in which the related 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.
Related Loan Group: With respect to the Group 1 Certificates and
the
Class L-1B Interest and Class L-1Q Interest, Loan Group 1; with
respect to the
Group 2 Certificates and the Class L-2B Interest and Class L-2Q
Interest, Loan
Group 2; with respect to the Group 3 Certificates and the Class
L-3B Interest
and Class L-3Q Interest, Loan Group 3; with respect to the Group 4
Certificates
and the Class L-4B Interest and Class L-4Q Interest, Loan Group 4;
with respect
to the Group 5 Certificates and the Class L-5B Interest and Class
L-5Q Interest,
Loan Group 5; with respect to the Group 6 Certificates and the
Class L-6B
Interest and Class L-6Q Interest, Loan Group 6; and with respect to
the Group 7
Certificates and the Class L-7B Interest and Class L-7Q Interest,
Loan Group 7.
Relief Act: The Servicemembers Civil Relief Act, 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 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.
Required Insurance Policy: With respect to any Mortgage Loan,
any
insurance policy that is required to be maintained from time to
time under the
applicable Servicing Agreement.
Residual Certificates: As specified in the Preliminary
Statement.
Responsible Officer: When used with respect to the Trustee or
the
Trust Administrator, any Director, any Managing Director, any
Associate, any
Vice President, any Assistant Vice President, the Secretary, any
Assistant
Secretary, any Trust Officer or any other officer of the Trustee or
Trust
Administrator, as applicable, customarily performing functions
similar to those
performed by any of the above designated officers having direct
responsibility
for the administration of this Agreement and also to whom, with
respect to a
particular matter, such matter is referred because of such
officer's knowledge
of and familiarity with the particular subject.
Restricted Classes: As defined in Section 4.02(d).
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 party to this
Agreement.
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 the
Due Date in the month preceding the month in which such
Distribution Date
occurs, as specified in the amortization Schedule at the time
relating thereto
(before any adjustment to such amortization Schedule by reason of
any moratorium
or similar waiver or grace period) after giving effect to any
previous partial
Principal Prepayments and Liquidation Proceeds allocable to
principal received
during the Prepayment Period for the prior Distribution Date (other
than with
respect to any Liquidated Loan), and to the payment of principal
due on such Due
Date and irrespective of any delinquency in payment by the related
Mortgagor.
The 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: The Distribution Date on which
the
respective Class Principal Balances of the Senior Certificates
(other than the
Interest-Only Certificates) have each been reduced to zero.
Senior Optimal Principal Amount: For any Distribution Date and
any
Loan Group, the sum for all Mortgage Loans in such Loan Group of
(i) the Senior
Percentage 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
to the extent
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 related to such Loan received with respect to
such
Distribution Date and (d) any Liquidation Proceeds (including
Insurance
Proceeds) allocable to recoveries of principal of any Mortgage Loan
related to
such Loan Group that is not yet a Liquidated Loan, received during
the calendar
month preceding the month of such Distribution Date, (ii) with
respect to each
such Mortgage Loan in such Loan Group 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 Scheduled Principal Balance of such
Mortgage Loan,
and (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 amount of the Liquidation
Proceeds allocable
to principal received with respect to such Mortgage Loan, (iii) the
Senior
Prepayment Percentage of the sum of (a) all Principal Prepayments
in Full of
Mortgage Loans in such Loan Group received during the related
Prepayment Period
and (b) all partial Principal Prepayments of Mortgage Loans in such
Loan Group
and 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 of the Recoveries for such Loan 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 principal
portion of
such Bankruptcy Loss.
Senior Percentage: With respect to any Certificate Group and
any
Distribution Date, the lesser of (i) 100% and (ii) the percentage
obtained by
dividing (a) the aggregate Certificate Principal Balances of all
the Senior
Certificates (other than the Interest-Only Certificates) in the
related
Certificate Group immediately preceding such Distribution Date by
(b) the sum of
(1) the aggregate Certificate Principal Balances of all the Senior
Certificates
(other than the Interest-Only Certificates) in the related
Certificate Group and
(2) the Group Subordinate Amount for the related Certificate Group,
in both
cases immediately preceding such Distribution Date.
Senior Prepayment Percentage: With respect to any Certificate
Group
and any Distribution Date, the percentages (not exceeding 100%) set
forth in the
following table:
Distribution Date Occurring
Senior Prepayment Percentage
--------------------------------------
---------------------------------------
March 2005 through February 2012...... 100%
March 2012 through February 2013...... Senior Percentage of such
Certificate
Group plus 70% of the related
Subordinate Percentage
March 2013 through February 2014...... Senior Percentage of such
Certificate
Group plus 60% of the related
Subordinate Percentage
March 2014 through February 2015...... Senior Percentage of such
Certificate
Group plus 40% of the related
Subordinate Percentage
March 2015 through February 2016...... Senior Percentage of such
Certificate
Group plus 20% of the related
Subordinate Percentage
after February 2016................... Senior Percentage of such
Certificate
Group
provided, however, (i) if on any Distribution Date the Senior
Percentage for
such Certificate Group exceeds the initial Senior Percentage for
such
Certificate Group, the Senior Prepayment Percentage for all Groups
for such
Distribution Date will equal 100%, (ii) if on any Distribution Date
on or before
the Distribution Date in February 2008, prior to giving effect to
any
distributions on such Distribution Date, the Aggregate Subordinate
Percentage
for such Distribution Date is greater than or equal to twice the
initial
Aggregate Subordinate Percentage, then the Senior Prepayment
Percentage for such
Certificate Group for such Distribution Date will equal the Senior
Percentage
for such Certificate Group plus 50% of the Subordinate Percentage
for such
Certificate Group and (iii) if on any Distribution Date on or after
the
Distribution Date in March 2008, prior to giving effect to any
distributions on
such Distribution Date, the Aggregate Subordinate Percentage for
such
Distribution Date is greater than or equal to twice the initial
Aggregate
Subordinate Percentage, then the Senior Prepayment Percentage for
such
Certificate Group for such Distribution Date will equal the Senior
Percentage
for such Certificate Group. Notwithstanding the foregoing, no
decrease in the
Senior Prepayment Percentage for a Certificate Group will occur
unless both of
the Senior Step Down Conditions are satisfied.
Senior Step Down Conditions: As of the last day of the month
preceding the applicable Distribution Date as to which any decrease
in the
Senior Prepayment Percentage applies, (i) the aggregate Scheduled
Principal
Balance of all 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 Class Principal
Balance of the
Subordinate Certificates on such Distribution Date, does not equal
or exceed 50%
and (ii) cumulative Realized Losses with respect to the Mortgage
Loans do not
exceed (a) with respect to the Distribution Dates occurring between
and
including March 2005 and February 2008, 20% of the Original
Subordinate
Principal Balance, (b) with respect to the Distribution Date on or
after March
2008, 30% of the Original Subordinate Principal Balance.
Servicer: Each of Countrywide, GMAC, GreenPoint, National City,
PHH,
Provident, Nexstar, Wachovia Mortgage and Wells Fargo, as
applicable.
Servicer Remittance Date: With respect to any Servicer (other
than
WMMSC) 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. With respect to WMMSC, as to any Distribution
Date, the
24th day of each calendar month, or if such 24th day is not a
Business Day, the
immediately preceding Business Day.
Servicing Advances: All customary, reasonable and necessary "out
of
pocket" costs and expenses incurred in the performance by the
Master Servicer of
its master servicing obligations or the 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 Countrywide Servicing Agreement;
(b) the GMAC Servicing Agreement;
(c) the GreenPoint Servicing Agreement;
(d) the National City Servicing Agreement;
(e) the PHH Servicing Agreement;
(f) the Provident Servicing Agreement;
(g) the Nexstar Servicing Agreement;
(h) the Wachovia Mortgage Servicing Agreement; and
(i) the Wells Fargo Servicing Agreement.
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.
Similar Law: As defined in Section 5.02(b) hereof.
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 any
Distribution Date, $6,836,646 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
Adjustment Amount
as of the most recent anniversary of February 1, 2005. As of any
Distribution
Date after the Cross-Over Date, the Special Hazard Loss Coverage
Amount for such
Subordinate Certificates 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 Standard & Poor's
LEVELS(R)
Glossary, as may be in effect from time to time.
Startup Day: The Closing Date.
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.
Subordinate Certificates: As specified in the Preliminary
Statement.
Subordinate Certificates Fractional Interest Test: This test is
satisfied with respect to a Class of Subordinate Certificates and
any
Distribution Date if (a) on any Distribution Date on or prior to
the
Distribution Date in February 2008, the Fractional Interest of such
Class is
greater than or equal to twice its Fractional Interest on the
Closing Date and
(b) the Senior Prepayment Percentage for such Distribution Date is
determined in
accordance with clause (ii) or (iii) of the proviso in the
definition of "Senior
Prepayment Percentage."
Subordinate Optimal Principal Amount: For any Distribution Date
and
any Loan Group, the sum for each Mortgage Loan in such Loan Group
of (i) the
Subordinate Percentage 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
to the extent
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 related to such Loan Group received with
respect to such
Distribution Date, (d) any Liquidation Proceeds (including
Insurance Proceeds)
allocable to recoveries of principal of Mortgage Loans related to
such Loan
Group that are not yet Liquidated Loans, received during the
calendar month
preceding the month of such Distribution Date, (ii) with respect to
each
Mortgage Loan in such Loan Group that became a Liquidated Loan
during the
calendar month preceding the month of such Distribution Date, the
portion 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" for such Distribution Date, (iii)
the
Subordinate Prepayment Percentage of the sum of (a) all Principal
Prepayments in
Full of Mortgage Loans in such Loan Group received during the
related Prepayment
Period and (b) all partial Principal Prepayments of Mortgage Loans
in such Loan
Group and 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 related to such Group of the Recoveries
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 in
such Loan
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 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 such Certificate Group will
equal 100%.
Subordinate Principal Distribution Amount: With respect to the
Subordinate Certificates, the aggregate amount that would be
payable as
principal on such Subordinate Certificates from Available Funds for
the Loan
Groups in the aggregate, after application of Available Funds for
each such Loan
Group (i) to make payments on the related Senior Certificates in
accordance with
Section 4.02(a)(i) items first and second and Section 4.02(e) and
(ii) to make
payments of Accrued Certificate Interest to the Subordinate
Certificates in
accordance with Section 4.02(a)(ii).
Substitution Adjustment Amount: The meaning ascribed to such
term
pursuant to Section 2.03.
Tax Matters Person: The Holder of (i) the Class A-LR and (ii)
the
Class A-UR Certificates designated as "tax matters person" of (x)
the Lower-Tier
REMIC and (y) the Middle-Tier REMIC and Upper-Tier REMIC,
respectively, in the
manner provided under Treasury Regulations Section 1.860F-4(d) and
Treasury
Regulations Section 301.6231(a)(7)-1.
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: As defined in Section 2.01(c).
Trust Administrator: Wells Fargo, in its capacity as Trust
Administrator.
Trust Administrator Compensation: All investment earnings on
amounts
on deposit in the Distribution Account (other than the WMMSC
Investment Earnings
Amount).
Trust Fund: The corpus of the trust created hereunder consisting
of
(i) the Mortgage Loan Purchase Agreement, 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 the servicing of the Mortgage Loans
(including, without
limitation, the representations and warranties made by the
applicable Servicers
(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); (ii) 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; (iii) the Collection Account and the Distribution
Account and
all amounts deposited therein pursuant to the applicable provisions
of this
Agreement; (iv) property that secured a Mortgage Loan and has been
acquired by
foreclosure, deed-in-lieu of foreclosure or otherwise; and (v) all
proceeds of
the conversion, voluntary or involuntary, of any of the
foregoing.
Trust REMIC: Any of the Lower-Tier REMIC, Middle-Tier REMIC and
the
Upper-Tier REMIC created hereunder.
Trustee: JPMorgan Chase Bank, N.A., a banking association
organized
under the laws of the United States, and its successors and, if a
successor
trustee is appointed hereunder, such successor.
Undercollateralized Group: Any Certificate Group, as to which,
on
any Distribution Date, the aggregate Class Principal Balance of the
Senior
Certificates related to such Certificate Group of which (after
giving effect to
distributions to be made on such Distribution Date) is greater than
the Group
Pool Principal Balance of the related Loan Group for the following
Distribution
Date.
Upper-Tier REMIC: As described in the Preliminary Statement.
Voting Rights: The portion of the voting rights of all of the
Certificates that is allocated to any Certificate. As of any date
of
determination, (a) 1% of all Voting Rights shall be allocated to
the Class P
Certificates and 1% of all Voting Rights shall be allocated to the
Interest-Only
Certificates and (b) 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. The Voting Rights allocated
to a Class of
Certificates will be allocated among all Holders of that Class in
proportion to
the respective outstanding Certificate Principal Balances, or
Percentage
Interest, of those Certificates.
Wachovia Mortgage: Wachovia Mortgage Corporation and its
successors
and assigns, in its capacity as Servicer of the Wachovia Mortgage
Loans.
Wachovia Mortgage Mortgage Loans: The Mortgage Loans for which
Wachovia Mortgage is listed as "Servicer" on the Mortgage Loan
Schedule.
Wachovia Mortgage Servicing Agreement: Solely with respect to
the
Wachovia Mortgage Mortgage Loans, the Master Loan Purchase and
Servicing
Agreement, dated as of July 1, 2004, as the same may be amended
from time to
time, and any assignments and conveyances related to the Wachovia
Mortgage
Mortgage Loans.
Wells Fargo: Wells Fargo Bank, N.A. and its successors and
assigns,
in its capacity as Master Servicer, as Servicer of the Wells Fargo
Serviced
Mortgage Loans, Trust Administrator or Custodian, 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 Agreements: Solely with respect to the
Wells
Fargo Serviced Mortgage Loans, the Seller's Warranties and
Servicing Agreement,
dated as of November 1, 2004, between the Transferor and Wells
Fargo, as such
may be amended from time to time, and any assignments and
conveyances relating
to the Wells Fargo Serviced Mortgage Loans.
WMMSC: Washington Mutual Mortgage Securities Corp. and its
successors and assigns, in its capacity as Servicer of the WMMSC
Mortgage Loans.
WMMSC Investment Earnings Amount: With respect to any
Distribution
Date, an amount equal to the investment earnings, if any, that
accrued on
amounts then held in the Distribution Account in respect of the
WMMSC Monthly
Remittance Amount, for the period from and including the Servicer
Remittance
Date immediately preceding such Distribution Date, to and including
such
Distribution Date.
WMMSC Monthly Remittance Amount: With respect to any
Distribution
Date and any WMMSC Mortgage Loans, an amount equal to the funds
that WMMSC
withdrew from its Protected Account and remitted to the Trust
Administrator on
the Servicer Remittance Date immediately preceding such
Distribution Date in
respect of any of the items listed in sub-clauses (i) through (vii)
of Section
2.6(b) of the WMMSC Servicing Agreement.
WMMSC Mortgage Loans: The Mortgage Loans for which WMMSC is
listed
as "Servicer" on the Mortgage Loan Schedule. There are no WMMSC
Mortgage Loans
in the Trust.
WMMSC Servicing Agreement: The Servicing Agreement, dated as of
August 1, 2002, between the Transferor and WMMSC, as amended by
Amendment Number
One, dated November 1, 2002, as further amended by Amendment Number
Two, dated
January 1, 2003, and as the same may be amended further from time
to time.
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.
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 together with all rights
assigned by the
Transferor to the Depositor, pursuant to the Mortgage Loan Purchase
Agreement,
solely with respect to the Mortgage Loans, and, solely with respect
to the
Mortgage Loans, all of the Transferor's right, title and interest
in and to 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
each Servicer (in its capacity as loan seller 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). 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
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: "JPMorgan Chase Bank, N.A., in trust for the
MASTR
Adjustable Rate Mortgages Trust 2005-2 for the benefit of the
Holders of the Mortgage Pass-Through Certificates, Series
2005-2"
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, if any;
(E) copies of the original UCC 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 (e) above showing an
unbroken
chain of title from the originator to the Trust, each with
evidence
of recording thereof, evidencing the interest of the assignee
under
the Security Agreement and the Assignment of Proprietary Lease;
(G) an executed assignment of the interest of the originator
in the Security Agreement, the Assignment of Proprietary Lease
and
the Recognition Agreement, if any, showing an unbroken chain of
title from the originator to the Trust; and
(H) for any Cooperative Loan that has been modified or
amended, the original instrument or instruments effecting such
modifications or amendment.
Notwithstanding the foregoing, if any Mortgage has been recorded
in
the name of Mortgage Electronic Registration System, Inc. ("MERS")
or its
designee, no assignment of Mortgage in favor of the Trustee will be
required to
be prepared or delivered and instead, the Master Servicer shall
enforce the
obligations of the applicable Servicer under the 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), (b)(i)(C) or (b)(i)(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 (b)(i)(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 (b)(i)(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 for the date hereof, recordation
is not
required in any state by any Rating Agency to obtain the initial
rating on the
Certificates (upon which statement the Master Servicer, the Trustee
and the
Custodian may 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 Custodian 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 "Trust") to be known, for convenience, as "MASTR
Adjustable Rate
Mortgages Trust 2005-2" and JPMorgan Chase Bank, N.A., is hereby
appointed as
Trustee in accordance with the provisions of this Agreement.
(d) It is agreed and understood by the Trustee, the Depositor
and
the Transferor that it is not intended that any mortgage loan be
included in the
Trust that is a High Cost Loan.
(e) Prior to the first Distribution Date, the Depositor shall
remit
to the Master Servicer for deposit in the Collection Account the
Initial
Depositor Required Deposit in respect of the Alternate Cut-Off Date
Mortgage
Loans. Such amount shall be allocated as interest with respect to
each of the
Loan Groups based on the aggregate amount of interest that would
have accrued on
each Alternate Cut-Off Date Mortgage Loan in each such Loan Group
for the
Interest Accrual Period related to the March 2005 Distribution
Date, had the
Cut-Off Date for such Mortgage Loans been February 1, 2005 (instead
of March 1,
2005).
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 in the form annexed hereto
as Exhibit F,
and declares that it holds and will hold such documents and the
other documents
delivered to it constituting the related Mortgage Files, and the
Custodian and
the 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 F. 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 F 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 G, 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 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 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 the Final Certification from the Custodian, the
Trustee shall notify the Transferor of any document defects listed
as exceptions
in each such Final Certification. The Trustee shall enforce the
applicable
duties of the Transferor pursuant to the terms of this Section 2.02
to correct
and 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 of any document constituting a part of a
Mortgage File
that does not meet the requirements of Section 2.01, 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 at the
Purchase Price and the Trustee shall enforce the Transferor's
obligations
hereunder to purchase such Mortgage Loan 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 L. 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 Trust
Administrator,
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.
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. Notwithstanding the foregoing, a
breach which
causes a Mortgage Loan not to constitute a "qualified mortgage"
within the
meaning of Section 860G(a)(3) of the Code, will be deemed
automatically to
materially and adversely affect the interests of the
Certificateholders in such
Mortgage Loan. Upon receiving notice of a breach, the Trustee shall
in turn
notify the Transferor of such breach. The Trustee shall enforce the
obligations
of the Transferor in accordance with this Section 2.03 to correct
or cure any
such breach of a representation or warranty made herein, and if the
Transferor
fails to correct or cure the defect within such period, and such
defect
materially and adversely affects the interests of the
Certificateholders in the
related Mortgage Loan, the Trustee shall enforce the Transferor's
obligations
hereunder to (i) purchase such Mortgage Loan at the Purchase Price
or (ii)
substitute for the related Mortgage Loan an Eligible Substitute
Mortgage Loan.
In each case, such Mortgage Loan (a "Deleted Mortgage Loan") will
be removed
from the Trust Fund.
The Transferor hereby covenants that within ninety (90) days of
the
earlier of its discovery or its receipt of written notice from any
party of a
breach of any representation or warranty made pursuant to this
Section 2.03
which materially and adversely affects the interest of the
Certificateholders in
any Mortgage Loan it shall cure such breach in all material
respects, and if
such breach is not so cured, shall, (i) if such ninety (90) day
period expires
prior to the second anniversary of the Closing Date, remove such
Deleted
Mortgage Loan from the Trust Fund and substitute in its place an
Eligible
Substitute Mortgage Loan or 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 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, the Custodian 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 L 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 Execution and Delivery of Certificates. The
Trustee
acknowledges the transfer and assignment to it of the assets of the
Trust Fund
and acknowledges the issuance of the Lower-Tier REMIC Regular
Interests and the
Class A-LR Certificates in exchange therefor. The Trustee
acknowledges the
transfer and assignment to it of the Lower-Tier REMIC Regular
Interests and
acknowledges the issuance of the Middle-Tier REMIC Regular
Interests and the
Class A-MR Interest (represented by the Class A-UR Certificates) in
exchange
therefor. The Trustee further acknowledges the transfer and
assignment to it of
the Middle-Tier REMIC Regular Interests and, concurrently with such
transfer and
assignment, acknowledges the issuance of the Class A-UR Interest
(represented by
the Class A-UR Certificates). The Trust Administrator on behalf of
the Trustee
has executed, authenticated and delivered to or upon the order of
the Depositor,
the Certificates (other than the Class A-LR Certificates) in
authorized
denominations evidencing directly or indirectly the entire
ownership of the
Upper-Tier REMIC in exchange therefor. The Trustee agrees to hold
the Trust Fund
and the Lower-Tier REMIC Regular Interests and the Middle-Tier
REMIC Regular
Interests and to exercise the rights referred to above for the
benefit of all
present and future Holders of the Certificates and to perform the
duties set
forth in this Agreement to the best of its ability, to the end that
the
interests of the Holders of the Certificates may be adequately and
effectively
protected.
Section 2.06 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 shall have the calendar year as its fiscal year
and shall use
the accrual method of accounting.
For federal income tax purposes, the Class 7-A-X Certificates
shall
represent a "specified portion," within the meaning of the REMIC
Provisions, of
the interest payments on the Class 7-A-M1 Interest equal to the
product of (i)
the excess of (A) the weighted average of the Net Mortgage Rates on
the Group 7
Mortgage Loans over (B) the excess of (but not less than zero) (a)
the weighted
average of the Net Mortgage Rates on the Group 7 Mortgage Loans
over (b) 0.1679%
and (ii) the principal balance of the Class 7-A-M1 Interest.
The pass-through rate with respect to the Class L-1B Interest
and
Class L-1Q Interest shall be a per annum rate equal to the weighted
average of
the Net Mortgage Rates on the Group 1 Mortgage Loans. The
pass-through rate with
respect to the Class L-2B Interest and Class L-2Q Interest shall be
a per annum
rate equal to the weighted average of the Net Mortgage Rates on the
Group 2
Mortgage Loans. The pass-through rate with respect to the Class
L-3B Interest
and Class L-3Q Interest shall be a per annum rate equal to the
weighted average
of the Net Mortgage Rates on the Group 3 Mortgage Loans. The
pass-through rate
with respect to the Class L-4B Interest and Class L-4Q Interest
shall be a per
annum rate equal to the weighted average of the Net Mortgage Rates
on the Group
4 Mortgage Loans. The pass-through rate with respect to the Class
L-5B Interest
and Class L-5Q Interest shall be a per annum rate equal to the
weighted average
of the Net Mortgage Rates on the Group 5 Mortgage Loans. The
pass-through rate
with respect to the Class L-6B Interest and Class L-6Q Interest
shall be a per
annum rate equal to the weighted average of the Net Mortgage Rates
on the Group
6 Mortgage Loans. The pass-through rate with respect to the Class
L-7B Interest
and Class L-7Q Interest shall be a per annum rate equal to the
weighted average
of the Net Mortgage Rates on the Group 7 Mortgage Loans. Each of
the foregoing
determinations, shall be weighted on the basis of their respective
Scheduled
Principal Balances, as of the first day of the related Interest
Accrual Period
(after taking into account scheduled payments of principal on such
date).
As of the Closing Date and any date of determination, (i) the
principal balance of the Class L-1B Interest shall equal 0.10% of
the Group 1
Subordinate Amount, (ii) the principal balance of the Class L-2B
Interest shall
equal 0.10% of the Group 2 Subordinate Amount, (iii) the principal
balance of
the Class L-3B Interest shall equal 0.10% of the Group 3
Subordinate Amount,
(iv) the principal balance of the Class L-4B Interest shall equal
0.10% of the
Group 4 Subordinate Amount, (v) the principal balance of the Class
L-5B Interest
shall equal 0.10% of the Group 5 Subordinate Amount, (vi) the
principal balance
of the Class L-6B Interest shall equal 0.10% of the Group 6
Subordinate Amount
and (vii) the principal balance of the Class L-7B Interest shall
equal 0.10% of
the Group 7 Subordinate Amount (in each case, computed to at least
eight decimal
places).
As of the Closing Date and any date of determination, (i) the
principal balance of the Class L-1Q Interest shall equal the excess
of the
aggregate Scheduled Principal Balance of the Group 1 Mortgage Loans
(less $50
allocable to the Class A-LR Certificates until paid) over the
principal balance
of the Class L-1B Interest, (ii) the principal balance of the Class
L-2Q
Interest shall equal the excess of the aggregate Scheduled
Principal Balance of
the Group 2 Mortgage Loans over the principal balance of the Class
L-2B
Interest, (iii) the principal balance of the Class L-3Q Interest
shall equal the
excess of the aggregate Scheduled Principal Balance of the Group 3
Mortgage
Loans over the principal balance of the Class L-3B Interest, (iv)
the principal
balance of the Class L-4Q Interest shall equal the excess of the
aggregate
Scheduled Principal Balance of the Group 4 Mortgage Loans over the
principal
balance of the Class L-4B Interest, (v) the principal balance of
the Class L-5Q
Interest shall equal the excess of the aggregate Scheduled
Principal Balance of
the Group 5 Mortgage Loans over the principal balance of the Class
L-5B
Interest, (vi) the principal balance of the Class L-6Q Interest
shall equal the
excess of the aggregate Scheduled Principal Balance of the Group 6
Mortgage
Loans over the principal balance of the Class L-6B Interest and
(vii) the
principal balance of the Class L-7Q Interest shall equal the excess
of the
aggregate Scheduled Principal Balance of the Group 7 Mortgage Loans
over the
principal balance of the Class L-7B Interest.
The pass-through rate with respect to the Class 1-A-M1 Interest
shall be a per annum rate equal to the weighted average of the Net
Mortgage
Rates on the Group 1 Mortgage Loans. The pass-through rate with
respect to the
Class 2-A-M1 Interest shall be a per annum rate equal to the
weighted average of
the Net Mortgage Rates on the Group 2 Mortgage Loans. The
pass-through rate with
respect to the Class 3-A-M1 Interest shall be a per annum rate
equal to the
weighted average of the Net Mortgage Rates on the Group 3 Mortgage
Loans. The
pass-through rate with respect to each of the Class 4-A-M1 Interest
shall be a
per annum rate equal to the weighted average of the Net Mortgage
Rates on the
Group 4 Mortgage Loans. The pass-through rate with respect to the
Class 5-A-M1
Interest shall be a per annum rate equal to the weighted average of
the Net
Mortgage Rates on the Group 5 Mortgage Loans. The pass-through rate
with respect
to the Class 6-A-M1 Interest shall be a per annum rate equal to the
weighted
average of the Net Mortgage Rates on the Group 6 Mortgage Loans.
The
pass-through rate with respect to the Class 7-A-M1 Interest and
Class 7-A-M2
Interest shall be a per annum rate equal to the weighted average of
the Net
Mortgage Rates on the Group 7 Mortgage Loans. Each of the
foregoing
determinations shall be weighted on the basis of their respective
Scheduled
Principal Balances, as of the first day of the related Interest
Accrual Period
(after taking into account scheduled payments of principal on such
date).
As of any date, the principal balance of each Middle-Tier REMIC
Regular Interest shall equal the Class Principal Balance of the
respective
Corresponding Class or Classes of Certificates. The initial
principal balance of
each Middle-Tier REMIC Regular Interest shall equal the initial
Class Principal
Balance of the respective Corresponding Class or Classes of
Certificates set
forth in the Preliminary Statement.
For federal income tax purposes, the Pass-Through Rate for the
Class
B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates and
each Corresponding Middle-Tier REMIC Regular Interest for any
Distribution Date
shall be expressed as a per annum rate equal to the weighted
average of (i) the
pass through rate for the Class L-1B Interest, (ii) the pass
through rate for
the Class L-2B Interest, (iii) the pass through rate for the Class
L-3B
Interest, (iv) the pass through rate for the Class L-4B Interest,
(v) the pass
through rate for the Class L-5B Interest, (vi) the pass through
rate for the
Class L-6B Interest and (vii) the pass through rate for the Class
L-7B Interest,
weighted, for each of the foregoing determinations, on the basis of
the
respective principal balance of each such Lower-Tier REMIC Regular
Interest
(computed to at least eight decimal places), immediately prior to
such
Distribution Date.
Section 2.07 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; provided, however,
that the
Master Servicer shall have no liability hereunder and shall be
indemnified
pursuant to Section 6.03 for any information with respect to the
WMMSC Mortgage
Loans included in any report provided hereunder.
Section 2.08 Representations and Warranties of the Master
Servicer.
The Master Servicer hereby represents and warrants to the
Depositor, the
Custodian and the Trustee, as of the Closing Date, or if so
specified herein, as
of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking
association and is validly existing and in good standing under the
laws of the
United States of America and is duly authorized and qualified to
transact any
and all business contemplated by this Agreement to be conducted by
the Master
Servicer in any state in which a Mortgaged Property is located or
is otherwise
not required under applicable law to effect such qualification and,
in any
event, is in compliance with the doing business laws of any such
state, to
master service the Mortgage Loans in accordance with the terms of
this Agreement
and to perform any of its other obligations under this Agreement in
accordance
with the terms hereof.
(b) The Master Servicer has the full power and authority to
master
service each Mortgage Loan, and to execute, deliver and perform,
and to enter
into and consummate the transactions contemplated by this Agreement
and has duly
authorized by all necessary action on the part of the Master
Servicer the
execution, delivery and performance of this Agreement; and this
Agreement,
assuming the due authorization, execution and delivery hereof by
the other
parties hereto, constitutes a legal, valid and binding obligation
of the Master
Servicer, enforceable against the Master Servicer in accordance
with its terms,
except that (i) the enforceability hereof may be limited by
bankruptcy,
insolvency, moratorium, receivership and other similar laws
relating to
creditors' rights generally and (ii) the remedy of specific
performance and
injunctive and other forms of equitable relief may be subject to
equitable
defenses and to the discretion of the court before which any
proceeding therefor
may be brought.
(c) The execution and delivery of this Agreement by the Master
Servicer, and the master servicing of the Mortgage Loans by the
Master Servicer
under this Agreement, the consummation of any other of the
transactions
contemplated by this Agreement, and the fulfillment of or
compliance with the
terms hereof are in the ordinary course of business of the Master
Servicer and
will not (i) result in a material breach of any term or provision
of the
articles of incorporation or by laws of the Master Servicer, (ii)
materially
conflict with, result in a material breach, violation or
acceleration of, or
result in a material default under, the terms of any other material
agreement or
instrument to which the Master Servicer is a party or by which it
may be bound,
or (iii) constitute a material violation of any statute, order or
regulation
applicable to the Master Servicer of any court, regulatory body,
administrative
agency or governmental body having jurisdiction over the Master
Servicer; and
the Master Servicer is not in breach or violation of any material
indenture or
other material agreement or instrument, or in violation of any
statute, order or
regulation of any court, regulatory body, administrative agency or
governmental
body having jurisdiction over it which breach or violation may
materially impair
the Master Servicer's ability to perform or meet any of its
obligations under
this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved
servicer of conventional mortgage loans for Fannie Mae or Freddie
Mac and is a
mortgagee approved by the Secretary of Housing and Urban
Development pursuant to
Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending, or to the knowledge of the Master
Servicer, threatened against the Master Servicer that would
materially and
adversely affect the execution, delivery or enforceability of this
Agreement or
the ability of the Master Servicer to master service the Mortgage
Loans or to
perform any of its other obligations under this Agreement in
accordance with the
terms thereof.
(f) No consent, approval, authorization or, to the knowledge of
the
Master Servicer, order of any court or governmental agency or body
is required
for the execution, delivery and performance by the Master Servicer
of, or
compliance by the Master Servicer with, this Agreement or the
consummation of
the transactions contemplated thereby, or if any such consent,
approval,
authorization or order is required, the Master Servicer has
obtained the same.
Section 2.09 Representations and Warranties of the Custodian.
The
Custodian hereby represents and warrants to the Depositor, the
Master Servicer,
the Trust Administrator and the Trustee, as of the Closing Date, or
if so
specified herein, as of the Cut-off Date:
(a) Such Custodian is duly organized as a national banking
association and is validly existing and in good standing under the
laws of the
United States of America and is duly authorized and qualified to
transact any
and all business contemplated by this Agreement to be conducted by
such
Custodian in any state in which a Mortgaged Property is located or
is otherwise
not required under applicable law to effect such qualification and,
in any
event, is in compliance with the doing business laws of any such
state, to the
extent necessary to perform any of its obligations under this
Agreement in
accordance with the terms thereof.
(b) Such Custodian has the full power and authority to execute,
deliver and perform, and to enter into and consummate the
transactions
contemplated by this Agreement and has duly authorized by all
necessary action
on the part of such Custodian the execution, delivery and
performance of this
Agreement; and this Agreement, assuming the due authorization,
execution and
delivery thereof by the other parties thereto, constitutes a legal,
valid and
binding obligation of such Custodian, enforceable against such
Custodian in
accordance with its terms, except that (i) the enforceability
thereof may be
limited by bankruptcy, insolvency, moratorium, receivership and
other similar
laws relating to creditors' rights generally and (ii) the remedy of
specific
performance and injunctive and other forms of equitable relief may
be subject to
equitable defenses and to the discretion of the court before which
any
proceeding therefore may be brought.
(c) The execution and delivery of this Agreement by such
Custodian,
the consummation of any other of the transactions contemplated by
this
Agreement, and the fulfillment of or compliance with the terms
thereof are in
the ordinary course of business of such Custodian and will not (i)
result in a
material breach of any term or provision of the articles of
incorporation or
by-laws of such Custodian, (ii) materially conflict with, result in
a material
breach, violation or acceleration of, or result in a material
default under, the
terms of any other material agreement or instrument to which such
Custodian is a
party or by which it may be bound, or (iii) constitute a material
violation of
any statute, order or regulation applicable to such Custodian of
any court,
regulatory body, administrative agency or governmental body having
jurisdiction
over such Custodian; and such Custodian is not in breach or
violation of any
material indenture or other material agreement or instrument, or in
violation of
any statute, order or regulation of any court, regulatory body,
administrative
agency or governmental body having jurisdiction over it which
breach or
violation may materially impair such Custodian's ability to perform
or meet any
of its obligations under this Agreement.
(d) No litigation is pending or, to the knowledge of such
Custodian,
threatened against such Custodian that would materially and
adversely affect the
execution, delivery or enforceability of this Agreement or the
ability of such
Custodian to perform any of its obligations under this Agreement in
accordance
with the terms thereof.
(e) No
consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery
and
performance by such Custodian of, or compliance by such Custodian
with, this
Agreement or the consummation of the transactions contemplated
thereby, or if
any such consent, approval, authorization or order is required,
such Custodian
has obtained the same.
ARTICLE III
ADMINISTRATION AND MASTER
SERVICING OF MORTGAGE LOANS
Section 3.01 Master Servicing of Mortgage Loans. For and on
behalf
of the Certificateholders, the Master Servicer shall supervise,
monitor and
oversee the obligation of the Servicers to service and administer
their
respective Mortgage Loans in accordance with the terms of the
applicable
Servicing Agreement and shall have full power and authority to do
any and all
things which it may deem necessary or desirable in connection with
such master
servicing and administration. With respect to WMMSC, any WMMSC
Mortgage Loans
and any WMMSC Servicing Agreement, the obligations of the Master
Servicer
imposed in the preceding sentence shall be limited to: (i)
collecting the
monthly report provided by WMMSC under such WMMSC Servicing
Agreement, (ii)
enforcing WMMSC's obligation to remit to the Trust Administrator
hereunder,
(iii) receiving the annual compliance statements from WMMSC and
(iv) complying
with the provisions of Section 3.02(b) hereof and such WMMSC
Servicing Agreement
with respect to the termination of WMMSC. In performing its
obligations
hereunder, the Master Servicer shall act in a manner consistent
with this
Agreement, subject to the prior sentence, and with customary and
usual standards
of practice of prudent mortgage loan master servicers. Furthermore,
the Master
Servicer shall oversee and consult with each Servicer as necessary
from time to
time to carry out the Master Servicer's obligations hereunder,
shall receive,
review and evaluate all reports, information and other data
provided to the
Master Servicer by each Servicer (provided, however, the Master
Servicer shall
have no obligation to review or evaluate any reports, information
and other data
provided by WMMSC with respect to any WMMSC Mortgage Loans) and
shall cause each
Servicer to perform and observe the covenants, obligations and
conditions to be
performed or observed by such Servicer under the applicable
Servicing Agreement.
The Master Servicer shall independently and separately monitor each
Servicer's
servicing activities with respect to each related Mortgage Loan,
reconcile the
results of such monitoring with such information provided in the
previous
sentence on a monthly basis and coordinate corrective adjustments
to the
Servicers' and Master Servicer's records, and based on such
reconciled and
corrected information, prepare the statements specified in Section
4.04 and any
other information and statements required hereunder; provided,
however, that the
Master Servicer shall be under no obligation to perform the duties
outlined in
this sentence with respect to WMMSC or any WMMSC Mortgage Loans
other than
collecting the mortgage loan information provided to the Master
Servicer by
WMMSC to enable the Master Servicer to prepare the statement
required under
Section 4.04. Other than with respect to WMMSC and any WMMSC
Mortgage Loans, the
Master Servicer shall reconcile the results of its Mortgage Loan
monitoring with
the actual remittances of the Servicers to the Collection Account
pursuant to
the applicable Servicing Agreements.
In accordance with the standards of the preceding paragraph and
to
the extent the related Servicer does not make such advance, the
Master Servicer
shall advance or cause to be advanced funds as necessary for the
purpose of
effecting the payment of taxes and assessments on the Mortgaged
Properties,
which advances shall be reimbursable in the first instance from
related
collections from the Mortgagors pursuant to Section 3.07, and
further as
provided in Section 3.08. The costs incurred by the Master
Servicer, if any, in
effecting the timely payment of taxes and assessments on the
Mortgaged
Properties and related insurance premiums shall not, for the
purpose of
calculating monthly distributions to the Certificateholders, be
added to the
Scheduled Principal Balances of the related Mortgage Loans,
notwithstanding that
the terms of such Mortgage Loans so permit.
Section 3.02 Monitoring of Servicers. (a) The Master Servicer
shall
be responsible for reporting to the Trustee, the Trust
Administrator and the
Depositor the compliance by each Servicer with its duties under the
related
Servicing Agreement. In the review of each Servicer's activities,
the Master
Servicer may rely upon an officer's certificate of the Servicer
with regard to
such Servicer's compliance with the terms of its Servicing
Agreement. In the
event that the Master Servicer, in its judgment, determines that a
Servicer
should be terminated in accordance with its Servicing Agreement, or
that a
notice should be sent pursuant to such Servicing Agreement with
respect to the
occurrence of an event that, unless cured, would constitute grounds
for such
termination, the Master Servicer shall notify the Depositor, the
Trust
Administrator and the Trustee thereof and the Master Servicer shall
issue such
notice or take such other action as it deems appropriate.
(b) The Master Servicer, for the benefit of the Trustee, the
Trust
Administrator and the Certificateholders, shall enforce the
obligations of each
Servicer under the related Servicing Agreement, and shall, in the
event that a
Servicer fails to perform its obligations in accordance with the
related
Servicing Agreement, subject to the preceding paragraph, terminate
the rights
and obligations of such Servicer thereunder and act as successor
Servicer of the
related Mortgage Loans or cause the Trustee to enter into a new
Servicing
Agreement with a successor Servicer selected by the Master
Servicer; provided,
however, it is understood and acknowledged by the parties hereto
that there will
be a period of transition (not to exceed 90 days) before the actual
servicing
functions can be fully transferred to such successor Servicer. Such
enforcement,
including, without limitation, the legal prosecution of claims,
termination of
Servicing Agreements and the pursuit of other appropriate remedies,
shall be in
such form and carried out to such an extent and at such time as the
Master
Servicer, in its good faith business judgment, would require were
it the owner
of the related Mortgage Loans. The Master Servicer shall pay the
costs of such
enforcement at its own expense, provided that the Master Servicer
shall not be
required to prosecute or defend any legal action except to the
extent that the
Master Servicer shall have received reasonable indemnity for its
costs and
expenses in pursuing such action.
(c) To the extent that the costs and expenses of the Master
Servicer
related to any termination of a Servicer, appointment of a
successor Servicer or
the transfer and assumption of servicing by the Master Servicer
with respect to
any Servicing Agreement (including, without limitation, (i) all
legal costs and
expenses and all due diligence costs and expenses associated with
an evaluation
of the potential termination of the Servicer as a result of an
event of default
by such Servicer and (ii) all costs and expenses associated with
the complete
transfer of servicing, including all servicing files and all
servicing data and
the completion, correction or manipulation of such servicing data
as may be
required by the successor servicer to correct any errors or
insufficiencies in
the servicing data or otherwise to enable the successor servicer to
service the
Mortgage Loans in accordance with the related Servicing Agreement)
are not fully
and timely reimbursed by the terminated Servicer, the Master
Servicer shall be
entitled to reimbursement of such costs and expenses from the
Collection
Account.
(d) The Master Servicer shall require each Servicer to comply
with
the remittance requirements and other obligations set forth in the
related
Servicing Agreement.
(e) If the Master Servicer acts as Servicer, it will not assume
liability for the representations and warranties of the Servicer,
if any, that
it replaces.
(f) 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.
(g) To the extent a Servicer requests the consent of the Trust
or
the Master Servicer with respect to any servicing-related matter
for which the
applicable Servicer is required to seek consent under the
applicable Servicing
Agreement or Assignment Agreement, the Master Servicer shall
promptly or within
the time frame specified in such Servicing Agreement, if any,
evaluate such
request for consent in the best interest of the Trust and the
Certificateholders, and grant or withhold such consent
accordingly.
Section 3.03 [Reserved].
Section 3.04 Rights of the Depositor and the Trustee in Respect
of
the Master Servicer. The Depositor may, but is not obligated to,
enforce the
obligations of the Master Servicer hereunder and may, but is not
obligated to,
perform, or cause a designee to perform, any defaulted obligation
of the Master
Servicer hereunder and in connection with any such defaulted
obligation to
exercise the related rights of the Master Servicer hereunder;
provided that the
Master Servicer shall not be relieved of any of its obligations
hereunder by
virtue of such performance by the Depositor or its designee.
Neither the Trustee
nor the Depositor shall have any responsibility or liability for
any action or
failure to act by the Master Servicer or any Servicer nor shall the
Trustee or
the Depositor be obligated to supervise the performance of the
Master Servicer
hereunder or any Servicer under any Servicing Agreement or
otherwise.
Section 3.05 Trustee to Act as Master Servicer. In the event
that
the Master Servicer shall for any reason no longer be the Master
Servicer
hereunder (including by reason of a Master Servicer Event of
Termination), the
Trustee or its successor shall in accordance with Section 7.02
thereupon assume
all of the rights and obligations of the Master Servicer hereunder
arising
thereafter (except that the Trustee shall not be (i) liable for
losses of the
predecessor Master Servicer or any acts or omissions of the
predecessor Master
Servicer hereunder), (ii) obligated to make Advances if it is
prohibited from
doing so by applicable law, (iii) obligated to effectuate
repurchases or
substitutions of Mortgage Loans hereunder including, but not
limited to,
repurchases or substitutions of Mortgage Loans pursuant to Section
2.02 or 2.03
hereof, (iv) responsible for expenses of the Master Servicer
pursuant to Section
2.03 hereof or (v) deemed to have made any representations and
warranties of the
Master Servicer pursuant to Section 2.08 hereunder). Any such
assumption shall
be subject to Section 7.02 hereof. If the Master Servicer shall for
any reason
no longer be the Master Servicer (including by reason of any Master
Servicer
Event of Termination), the Trustee or its successor may, but shall
not be
obligated to, succeed to any rights and obligations of the Master
Servicer under
each subservicing agreement.
The Master Servicer shall, upon request of the Trustee, but at
the
expense of the Master Servicer, deliver to the assuming party all
documents and
records relating to each subservicing agreement or substitute
subservicing
agreement and the Mortgage Loans then being serviced thereunder and
an
accounting of amounts collected or held by it and otherwise use its
best efforts
to effect the orderly and efficient transfer of each subservicing
agreement or
substitute subservicing agreement to the assuming party.
The Trustee or successor master servicer shall be entitled to
be
reimbursed from the Master Servicer for all costs associated with
the transfer
of master servicing from the Master Servicer, including, without
limitation, any
costs or expenses associated with the complete transfer of all
master servicing
data and the completion, correction or manipulation of such master
servicing
data as may be required by the Trustee or successor master servicer
to correct
any errors or insufficiencies in the master servicing data or
otherwise to
enable the Trustee or successor master servicer to master service
the Mortgage
Loans properly and effectively.
If the Master Servicer does not pay such reimbursement within
thirty
(30) days of its receipt of an invoice therefor, such reimbursement
shall be an
expense of the Trust and the Trustee shall be entitled to withdraw
such
reimbursement from amounts on deposit in the Distribution Account
pursuant to
Section 3.10(b)(iii); provided that the Master Servicer shall
reimburse the
Trust for any such expense incurred by the Trust.
Section 3.06 Protected Accounts. (a) The Master Servicer shall
enforce the obligation of each Servicer to establish and maintain a
Protected
Account in accordance with the applicable Servicing Agreement, with
records to
be kept with respect thereto on a Mortgage Loan by Mortgage Loan
basis, into
which accounts shall be deposited within 48 hours (or as of such
other time
specified in the related Servicing Agreement) of receipt all
collections of
principal and interest on any Mortgage Loan or amounts received
with respect to
any REO Property, including Principal Prepayments, Insurance
Proceeds,
Liquidation Proceeds, and advances made from the Servicer's own
funds (less
servicing compensation as permitted by the applicable Servicing
Agreement in the
case of any Servicer) and all other amounts to be deposited in the
Protected
Account. The Master Servicer is hereby authorized to make
withdrawals from and
deposits to the related Protected Account for purposes required or
permitted by
this Agreement.
(b) In accordance with the terms of the applicable Servicing
Agreement, amounts on deposit in a Protected Account are required
to be invested
by the applicable Servicer in Permitted Investments. The income
earned from
investments made pursuant to this Section 3.06 shall be paid to the
related
Servicer under the applicable Servicing Agreement, and the risk of
loss of
moneys required to be distributed to the Certificateholders
resulting from such
investments shall be borne by and be the risk of the related
Servicer. The
related Servicer (to the extent provided in the Servicing
Agreement) shall
deposit the amount of any such loss in the Protected Account within
two Business
Days of receipt of notification of such loss but not later than the
second
Business Day prior to the Distribution Date on which the moneys so
invested are
required to be distributed to the Certificateholders.
Section 3.07 Collection of Mortgage Loan Payments; Collection
Account; Distribution Account. (a) The Master Servicer shall
enforce the
obligation of the Servicers to collect all payments called for
under the terms
and provisions of the Mortgage Loans to the extent such procedures
shall be
consistent with the applicable Servicing Agreement and the terms
and provisions
of any related Required Insurance Policy.
(b) The Master Servicer shall establish and maintain a
Collection
Account, which may be deemed to be a sub account of the
Distribution Account,
into which the Master Servicer shall deposit or cause to be
deposited within two
Business Days of receipt, except as otherwise specifically provided
herein, the
following payments and collections remitted by the Servicers, or
received by it
in respect of Mortgage Loans subsequent to the Cut-off Date (other
than in
respect of principal and interest due on the Mortgage Loans on or
before the
Cut-off Date) and the following amounts required to be deposited
hereunder:
(i) all payments on account of principal on the Mortgage Loans,
including
Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans,
net
of the
related Servicing Fee and Incremental Interest;
(iii) all Liquidation Proceeds (including Insurance Proceeds),
other
than
proceeds to be applied to the restoration or repair of the
Mortgaged
Property
or released to the Mortgagor in accordance with the applicable
Servicer's
or Master Servicer's normal servicing procedures, and all
Recoveries;
(iv) any amount required to be deposited by the Master Servicer
pursuant
to Section 3.07(e) in connection with any losses on Permitted
Investments;
(v) any amounts required to be deposited by the Master Servicer
pursuant
to Section 3.15(b) and 3.15(d), and in respect of net monthly
rental
income from REO Property pursuant to Section 3.15 hereof;
(vi) all Substitution Adjustment Amounts;
(vii) all Advances made by the Master Servicer pursuant to
Section
4.01;
(viii) any Class P Prepayment Charges;
(ix) any Compensating Interest payments;
(x) any amounts deposited by the Master Servicer in connection
with
a
deductible clause in any blanket hazard insurance policy in respect
of
the
Mortgage Loans in such Loan Group;
(xi) all proceeds of a primary mortgage guaranty insurance policy
in
respect of
the Mortgage Loans in such Loan Group;
(xii) the Initial Depositor Required Deposit; and
(xiii) any other amounts required to be deposited hereunder.
In the event that the Master Servicer shall deposit into the
Collection Account any amount not required to be deposited, it may
at any time
withdraw such amount from the Collection Account, any provision
herein to the
contrary notwithstanding. The Master Servicer shall maintain
adequate records
with respect to all withdrawals made pursuant to this Section. All
funds
deposited in the Collection Account shall be held in trust for
the
Certificateholders until withdrawn in accordance with Section
3.10.
(c) [Reserved].
(d) The Trust Administrator shall establish and maintain, on
behalf
of the Certificateholders, the Distribution Account. The Trust
Administrator
shall, promptly upon receipt but no later than on the Distribution
Account
Deposit Date, deposit in the Distribution Account and retain
therein the
following:
(i) the aggregate amount remitted by the Master Servicer to the
Trust
Administrator pursuant to Section 3.10(a)(ix)(A);
(ii) any amount deposited by the Master Servicer, the Trust
Administrator or WMMSC pursuant to Section 3.07(e) in connection
with any
losses on
Permitted Investments;
(iii) any WMMSC Monthly Remittance Amount received by the Trust
Administrator from WMMSC; and
(iv) any other amounts described hereunder which are required to
be
deposited
in the Distribution Account.
In the event that the Master Servicer shall remit any amount not
required to be
remitted, it may at any time direct the Trust Administrator in
writing to
withdraw such amount from the Distribution Account, any provision
herein to the
contrary notwithstanding. Such direction may be accomplished by
delivering an
Officer's Certificate to the Trust Administrator which describes
the amounts
deposited in error in the Distribution Account. All funds deposited
in the
Distribution Account shall be held by the Trust Administrator in
trust for the
Certificateholders until disbursed in accordance with this
Agreement or
withdrawn in accordance with Section 3.10(b). Funds deposited in
the
Distribution Account in respect of the Class P Prepayment Charges
shall not be
treated as assets of any Trust REMIC, but shall be treated as
assets of a
separate sub-account of the Distribution Account which shall be an
asset of the
Grantor Trust for the benefit of the Class P Certificates. In no
event shall the
Trust Administrator incur liability for withdrawals from the
Distribution
Account at the direction of the Master Servicer.
(e) Each institution at which the Collection Account or
Distribution
Account is maintained shall invest the funds on deposit in the
Collection
Account, as directed in writing by the Master Servicer, or the
Distribution
Account, as directed in writing by the Trust Administrator, in
Permitted
Investments. Funds invested in the Collection Account shall mature
not later
than the Business Day next preceding the related Distribution
Account Deposit
Date (except that if such Permitted Investment is an obligation of
or is managed
by the institution that maintains, or is the custodian for, such
account, then
such Permitted Investment shall mature not later than such
Distribution Account
Deposit Date). The Trust Administrator shall, with respect to funds
other than
the WMMSC Monthly Remittance Amount, and with respect to the WMMSC
Monthly
Remittance Amount, as directed in writing by WMMSC, either (i) hold
funds on
deposit in the Distribution Account uninvested in a trust or
deposit account of
the Trust Administrator with no liability for interest or other
compensation
thereon, except as otherwise agreed in writing with WMMSC, or (ii)
invest funds
on deposit in the Distribution Account in Permitted Investments,
which Permitted
Investments shall mature not later than the Business Day next
preceding the
Distribution Date (except that if such Permitted Investment is an
obligation of
or is managed by the institution that maintains such fund or
account, then such
Permitted Investment shall mature not later than such Distribution
Date).
Permitted Investments in respect of the Collection Account or the
Distribution
Account shall not be sold or disposed of prior to their maturity.
All such
Permitted Investments shall be made in the name of the Trustee, for
the benefit
of the Certificateholders. All income and gain net of any losses
realized from
any such investment of funds on deposit in the Collection Account
shall be for
the benefit of the Master Servicer as Master Servicing Compensation
and shall be
remitted to it monthly as provided herein. The amount of any
realized losses in
the Collection Account incurred in any such account in respect of
any such
investments shall promptly be deposited by the Master Servicer
(from its own
funds without any right of reimbursement) in the Collection Account
or paid to
the Trustee by wire transfer of immediately available funds for
deposit into the
Distribution Account. All income and gain (net of any losses
realized from any
such investment of funds on deposit in the Distribution Account and
net of any
WMMSC Investment Earnings Amount) shall be for the benefit of the
Trust
Administrator as compensation and shall be remitted to it monthly
as provided
herein. The amount of any realized losses in the Distribution
Account incurred
in any such account in respect of any such investments shall
promptly be
deposited by the Trust Administrator or WMMSC, as applicable, in
the
Distribution Account. The Trust Administrator shall not be liable
for the amount
of any loss incurred in respect of any investment or lack of
investment of funds
held in the Collection Account (except to the extent the Trust
Administrator is
the obligor and has defaulted thereon), or the Distribution Account
(to the
extent funds in the Distribution Account are being invested at the
direction of
WMMSC), and made in accordance with this Section 3.07. In the
absence of written
instructions by (i) the Trust Administrator, with respect to funds
other than
any WMMSC Monthly Remittance Amount, or (ii) WMMSC, with respect to
any WMMSC
Monthly Remittance Amount, to invest funds held in the Distribution
Account, all
funds on deposit therein shall remain uninvested.
(f) The Master Servicer shall give notice to the Trustee, the
Trust
Administrator, each Rating Agency and the Depositor of any proposed
change of
the location of the Collection Account prior to any change thereof.
The Trust
Administrator shall give notice to the Trustee, the Master
Servicer, each Rating
Agency and the Depositor of any proposed change of the location of
the
Distribution Account prior to any change thereof.
(g) 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 Distribution Account ceases to be an
Eligible Account,
the Master Servicer, the Trustee 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.
Section 3.08 Collection of Taxes, Assessments and Similar
Items;
Escrow Accounts. To the extent required by the related Servicing
Agreement and
by the related Mortgage Note and not violative of current law, the
Master
Servicer shall require each Servicer to establish and maintain one
or more
accounts (each, an "Escrow Account") and deposit and retain therein
all
collections from the Mortgagors (or advances by such Servicer) for
the payment
of taxes, assessments, hazard insurance premiums or comparable
items for the
account of the Mortgagors. Nothing herein shall require the Master
Servicer to
compel a Servicer to establish an Escrow Account in violation of
applicable law.
Section 3.09 Access to Certain Documentation and Information
Regarding the Mortgage Loans. The Master Servicer and the Custodian
shall afford
and the Master Servicer shall require the Servicers to afford the
Depositor, the
Trustee and the Trust Administrator and their respective agents
or
representatives reasonable access to all records and documentation
regarding the
Mortgage Loans and all accounts, insurance information and other
matters
relating to this Agreement or the Servicing Agreement, such access
being
afforded without charge, but only upon reasonable request and
during normal
business hours at the office designated by the Master Servicer, the
applicable
Servicer or the Custodian to the extent set forth in the applicable
Servicing
Agreement.
Upon reasonable advance notice in writing, the Master Servicer
and
the Custodian will provide or the Master Servicer shall require the
Servicers,
to the extent set forth in the applicable Servicing Agreement, to
provide to
each Certificateholder which is a savings and loan association,
bank or
insurance company certain reports and reasonable access to
information and
documentation regarding the Mortgage Loans sufficient to permit
such
Certificateholder to comply with applicable regulations of the OTS
or other
regulatory authorities with respect to investment in the
Certificates; provided,
that the Master Servicer, the applicable Servicer or the Custodian
shall be
entitled to be reimbursed by each such Certificateholder for actual
expenses
incurred by the Master Servicer, the applicable Servicer or the
Custodian in
providing such reports and access.
Section 3.10 Permitted Withdrawals from the Collection Account
and
Distribution Account. (a) The Master Servicer may from time to time
make
withdrawals from the Collection Account for the following
purposes:
(i) to pay to the Servicers (to the extent not previously
retained
by them),
the servicing compensation to which they are entitled pursuant
to the
applicable Servicing Agreements, and to pay to the Master
Servicer,
earnings
on or investment income with respect to funds in or credited to
the
Collection Account;
(ii) to reimburse each of the Servicers or the Master Servicer
for
unreimbursed Advances made by it, such right of reimbursement
pursuant to
this
sub-clause (ii) being limited to amounts received on the
Mortgage
Loan(s) in
respect of which any such Advance was made;
(iii) to reimburse the
Servicers or the Master Servicer for any
Nonrecoverable Advance previously made;
(iv) to reimburse the Servicers or the Master Servicer for
Insured
Expenses
from the related Insurance Proceeds;
(v) to reimburse the Servicers or the Master Servicer for (a)
unreimbursed Servicing Advances, the Servicers' or the Master
Servicer's
right to
reimbursement pursuant to this clause (a) with respect to any
Mortgage
Loan being limited to amounts received on such Mortgage Loan(s)
which
represent late recoveries of the payments for which such
advances
were made
pursuant to Section 3.01 or Section 4.01 and (b) for unpaid
Servicing
Fees as provided in Section 3.15 hereof;
(vi) to pay to the purchaser, with respect to each Mortgage Loan
or
property
acquired in respect thereof that has been purchased pursuant to
Section
2.02 or 2.03, all amounts received thereon after the date of
such
purchase;
(vii) to reimburse the Transferor, the Master Servicer or the
Depositor
for expenses or indemnities incurred by any of them and
reimbursable pursuant to Section 6.03 hereof;
(viii)to withdraw any amount deposited in the Collection Account
and
not
required to be deposited therein;
(ix) on or prior to the Distribution Account Deposit Date, to
(A)
withdraw
(i) an amount equal to the related Available Funds for such
Distribution Date and (ii) on or after the Cross-Over Date only,
any
Recoveries
received during the related Prepayment Period, and remit by
wire
transfer of immediately available funds such amounts to the
Trust
Administrator for deposit in the Distribution Account and (B)
withdraw any
Class P
Prepayment Charges received and remit by wire transfer of
immediately available funds such amounts to the Trust Administrator
for
deposit
into the Distribution Account;
(x) to reimburse the Master Servicer for any costs or expenses
incurred
by it and reimbursable pursuant to Section 3.02; and
(xi) to clear and terminate the Collection Account upon
termination
of this
Agreement pursuant to Section 10.01 hereof.
The Master Servicer shall keep and maintain separate accounting,
on
a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any
withdrawal from the Collection Account pursuant to such sub-clauses
(i), (ii),
(iv), (v) and (vi). Prior to making any withdrawal from the
Collection Account
pursuant to sub-clause (iii), the Master Servicer shall deliver to
the Trust
Administrator an Officer's Certificate of a Master Servicing
Officer indicating
the amount of any previous Advance determined by the Master
Servicer to be a
Nonrecoverable Advance and identifying the related Mortgage
Loans(s), and their
respective portions of such Nonrecoverable Advance.
(b) The Trust Administrator shall withdraw funds from the
Distribution Account for distributions to Certificateholders, in
the manner
specified in this Agreement (and withhold from the amounts so
withdrawn, the
amount of any taxes that it is authorized to withhold pursuant to
the last
paragraph of Section 8.11). In addition, the Trust Administrator
may from time
to time make withdrawals from the Distribution Account for the
following
purposes:
(i) to pay to the Trust Administrator earnings on or investment
income, if
any, and to WMMSC any WMMSC Investment Earnings Amount, if any,
with
respect to funds in or credited to the Distribution Account;
(ii) to withdraw and return to the Master Servicer any amount
deposited
in the Distribution Account and not required to be deposited
therein in
accordance with Section 3.07(d);
(iii) to withdraw any indemnity, expense or other reimbursement
owed
to it or
the Trustee pursuant to this Agreement, including, without
limitation, Section 3.05, Section 7.02, Section 8.05 and Section
9.05; and
(iv) to clear and terminate the Distribution Account upon
termination of the Agreement pursuant to Section 10.01 hereof.
Section 3.11 Maintenance of Hazard Insurance. (a) For each
Mortgage
Loan, the Master Servicer shall enforce any obligation of the
Servicers under
the related Servicing Agreements to maintain or cause to be
maintained standard
fire and casualty insurance and, where applicable, flood insurance,
all in
accordance with the provisions of the related Servicing Agreements.
It is
understood and agreed that such insurance shall be with insurers
meeting the
eligibility requirements set forth in the applicable Servicing
Agreement and
that no earthquake or other additional insurance is to be required
of any
Mortgagor or to be maintained on property acquired in respect of a
defaulted
loan, other than pursuant to such applicable laws and regulations
as shall at
any time be in force and as shall require such additional
insurance.
(b) Pursuant to Sections 3.07 and 3.08, any amounts collected by
the
Master Servicer, or by any Servicer, under any insurance policies
(other than
amounts to be applied to the restoration or repair of the property
subject to
the related Mortgage or released to the Mortgagor in accordance
with the
applicable Servicing Agreement) shall be deposited into the
Collection Account,
subject to withdrawal pursuant to Sections 3.07 and 3.08. Any cost
incurred by
the Master Servicer or any Servicer in maintaining any such
insurance if the
Mortgagor defaults in its obligation to do so shall be added to the
amount owing
under the Mortgage Loan where the terms of the Mortgage Loan so
permit;
provided, however, that the addition of any such cost shall not be
taken into
account for purposes of calculating the distributions to be made
to
Certificateholders and shall be recoverable by the Master Servicer
or such
Servicer pursuant to Sections 3.07 and 3.08.
Section 3.12 Presentment of Claims and Collection of Proceeds.
The
Master Servicer shall (to the extent provided in the applicable
Servicing
Agreement) cause the related Servicer to prepare and present on
behalf of the
Trustee and the Certificateholders all claims under the Insurance
Policies and
take such actions (including the negotiation, settlement,
compromise or
enforcement of the insured's claim) as shall be necessary to
realize recovery
under such policies. Any proceeds disbursed to the Master Servicer
(or disbursed
to a Servicer and remitted to the Master Servicer) in respect of
such policies,
bonds or contracts shall be promptly deposited in the Collection
Account upon
receipt, except that any amounts realized that are to be applied to
the repair
or restoration of the related Mortgaged Property as a condition
precedent to the
presentation of claims on the related Mortgage Loan to the insurer
under any
applicable Insurance Policy need not be so deposited (or
remitted).
Section 3.13 Maintenance
