EXHIBIT 4
EXECUTION COPY
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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 March 1, 2005
----------------------------------
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2005-3
MORTGAGE PASS THROUGH CERTIFICATES, Series 2005-3
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<PAGE>
TABLE OF CONTENTS
Page
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; Group 1 Basis Risk 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 and Group 1 Basis Risk 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...........
Section 4.05 Determination of
LIBOR.......................................
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-1-A-2 Form of Class 1-A-2
Certificate...........................
Exhibit A-1-A-X Form of Class 1-A-X
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-3-A-2 Form of Class 3-A-2
Certificate...........................
Exhibit A-3-A-X Form of Class 3-A-X
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-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 March 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 four REMICs.
Lower-Tier REMIC A will consist of all of
the assets constituting the Trust Fund
relating to the Group 1 Mortgage Loans
(other than any Class P Prepayment
Charges, the Lower-Tier REMIC A Regular
Interests, the Middle-Tier REMIC Regular
Interests) and proceeds thereof in the
Distribution Account and will be
evidenced by the Lower-Tier REMIC A Regular
Interests (which will be
uncertificated and will represent the
"regular interests" in Lower-Tier REMIC A)
and the Class A-LRA Interest as the single
"residual interest" in Lower-Tier
REMIC A. The Trustee will hold the
Lower-Tier REMIC A Regular Interests.
Lower-Tier REMIC B will consist of all of the assets
constituting
the Trust Fund (other than those assets
relating to the Group 1 Mortgage Loans,
any Class P Prepayment Charges, the
Lower-Tier REMIC B Regular Interests,
Middle-Tier REMIC Regular Interests) and
proceeds thereof in the Distribution
Account, and will be evidenced by the
Lower-Tier REMIC B Regular Interests
(which will be uncertificated and will
represent the "regular interests" in
Lower-Tier REMIC B) and the Class A-LRB
Interest 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 A
Regular
Interests, the Lower-Tier REMIC B 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-LR Certificates will represent the
Class A-LRA Interest and the Class A-LRB
Interest. 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, the Class 1-A-1 and
Class 1-A-2 Certificates represent (in
addition to representing beneficial
ownership of the related regular interest in
the Upper-Tier REMIC) the right to receive
Group 1 Basis Risk Carry Forward
Amounts, and the Class 1-A-X Certificates
represent (in addition to representing
beneficial ownership of a regular interest
in the Upper-Tier REMIC) beneficial
ownership in the Group 1 Basis Risk
Account, subject to the obligation to pay
Group 1 Basis Risk Carry Forward Amounts,
which portions 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):
<TABLE>
<CAPTION>
Integral
Initial Class
Multiples in
Principal Balance
Pass-Through
Minimum
Excess of
or Notional Amount
Rate
Denomination
Minimum
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------------
------------
<S>
<C>
<C>
<C>
<C>
Class 1-A-1
$
60,742,000
(1)
$
25,000
$1
Class 1-A-2
$ 6,749,000
(2)
$
25,000
$1
Class 1-A-X
$
67,491,000(3)
(4)
$
100,000
$1
Class 2-A-1
$
75,738,000
(6)
$
25,000
$1
Class 3-A-1
$
91,973,000
(7)
$
25,000
$1
Class 3-A-2
$ 9,198,000
(8)
$
25,000
$1
Class 3-A-X
$
91,973,000(9)
(10)
$
100,000
$1
Class 4-A-1
$
11,600,000
(11)
$
25,000
$1
Class 5-A-1
$
11,718,000
(12)
$
25,000
$1
Class A-LR(13)
$
50
(5)
$
50
N/A
Class A-UR(14)
$
50
(5)
$
50
N/A
Class B-1
$
13,237,000
(15)
$
25,000
$1
Class B-2
$ 5,504,000
(15)
$
25,000
$1
Class B-3
$ 4,015,000
(15)
$
25,000
$1
Class B-4
$ 2,231,000
(15)
$
25,000
$1
Class B-5
$ 2,677,000
(15)
$
25,000
$1
Class B-6
$ 2,083,239
(15)
$
25,000
$1
Class P
(16)
N/A
N/A
N/A(17)
</TABLE>
------------
(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 lesser of
(i)
One-Month
LIBOR, plus 0.25% (subject to an increase to 0.50% after the
first
Distribution Date on which the Optional Termination with respect
to
the Group
1 Mortgage Loans may be exercised), and (ii) 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). In addition, the
Holders of
Class 1-A-1 Certificates will be entitled to receive the Group
1 Basis
Risk Carry Forward Amounts, if any, distributable on the Class
1-A-X
Certificates, to the extent that the Pass-Through Rate for the
Class
1-A-1
Certificates is limited by clause (ii) of the preceding
sentence.
The Class
1-A-1 Certificates will represent not only the ownership of a
REMIC
regular interest but also the right to receive payments from
the
Group 1
Basis Risk Account in respect of any Group 1 Basis Risk Carry
Forward
Amounts. For federal income tax purposes, a Class 1-A-1
Certificateholder's right to receive payments from the Group 1
Basis Risk
Account
shall be treated as payments made pursuant to an interest rate
cap
contract
written by the Class 1-A-X Certificateholders.
(2) The Pass-Through Rate for
the Class 1-A-2 Certificates for each
Distribution Date will be a per annum rate equal to the lesser of
(i)
One-Month
LIBOR, plus 0.31% (subject to an increase to 0.62% after the
first
Distribution Date on which the Optional Termination with respect
to
the Group
1 Mortgage Loans may be exercised), and (ii) 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). In addition, the
Holders of
Class 1-A-2 Certificates will be entitled to receive the Group
1 Basis
Risk Carry Forward Amounts, if any, distributable on the Class
1-A-X
Certificates, to the extent that the Pass-Through Rate for the
Class
1-A-2
Certificates is limited by clause (ii) of the preceding
sentence.
The Class
1-A-2 Certificates will represent not only the ownership of a
REMIC
regular interest but also the right to receive payments from
the
Group 1
Basis Risk Account in respect of any Group 1 Basis Risk Carry
Forward
Amounts. For federal income tax purposes, a Class 1-A-2
Certificateholder's right to receive payments from the Group 1
Basis Risk
Account
shall be treated as payments made pursuant to an interest rate
cap
contract
written by the Class 1-A-X Certificateholders.
(3) The Class 1-A-X Certificates
are Interest-Only Certificates and will not
be
entitled to distributions in respect of principal and will bear
interest
on their Notional Amount.
(4) The Pass-Through Rate for
the Class 1-A-X Certificates (i) for the first
Distribution Date will be a per annum rate equal to 2.70294% and
(ii) for
each
Distribution Date following the first 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 of the Group 1 Mortgage Loans, as of the first day of
the
related Interest Accrual Period (after taking into account
scheduled
payments
of principal on that date) minus the weighted average of the
Class
1-A-1 Pass-Through Rate and Class 1-A-2 Pass-Through Rate for
that
Distribution Date (weighted on the basis of the Certificate
Principal
Balances
of the Class 1-A-1 and Class 1-A-2 Certificates immediately
prior
to that
Distribution Date). For federal income tax purposes, the
regular
interest
represented by the Class 1-A-X Certificates shall be entitled
to
Accrued
Certificate Interest on the Class 1-A-X Certificates prior to
any
reduction
for any Group 1 Basis Risk Carry Forward Amounts. The Class
1-A-X
Certificates also will represent beneficial ownership of the Group
1
Basis Risk
Account, subject to the obligation to make payments of Group 1
Basis Risk
Carry Forward Amounts. For federal income tax purposes, a Class
1-A-X
Certificateholder's obligation to make such payments shall be
treated as
payments made pursuant to an interest rate cap contract written
by the
Class 1-A-X Certificateholders in favor of the Class 1-A-1 and
Class
1-A-2 Certificates. Such rights of the Class 1-A-X
Certificateholders and the Class 1-A-1 and Class 1-A-2
Certificateholders
shall be
treated as held in a portion of the Trust Fund that is treated
as
a grantor
trust under subpart E, Part I of subchapter J of the Code.
(5) 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).
(6) 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).
(7) 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), minus 0.05891%.
(8) The Pass-Through Rate for
the Class 3-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 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).
(9) The Class 3-A-X Certificates
are Interest-Only Certificates and will not
be
entitled to distributions in respect of principal and will bear
interest
on their Notional Amount.
(10) The Pass-Through Rate for the
Class 3-A-X Certificates for each
Distribution Date will be a per annum rate equal to 0.05891%.
(11) 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).
(12) 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).
(13) The Class A-LR Certificates will
represent the Class A-LRA Interest and
the Class
A-LRB Interest.
(14) The Class A-UR Certificates will
represent the Class A-UR Interest and the
Class A-MR
Interest.
(15) 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).
(16) 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.
(17) 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 1-A-2,
Class 1-A-X, 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, Class 3-A-2 and
Class 3-A-X Certificates.
Group 4 Certificates..............
The Class
4-A-1 Certificates.
Group 5 Certificates..............
The Class
5-A-1 Certificates.
Interest-Only Certificates........
The Class
1-A-X and Class 3-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
and Moody's.
Regular Certificates..............
All
Classes of Certificates, other than
the Residual Certificates and the Class P
Certificates.
Residual Certificates.............
The Class
A-LR and Class A-UR
Certificates.
Senior Certificates...............
The Group
1 Certificates, Group 2
Certificates, Group 3
Certificates,
Group 4 Certificates and Group 5
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 March 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.
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 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
March 30, 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
CUNA, the
Transferor and Mortgage Asset Securitization Transactions,
Inc.;
(b) The Assignment, Assumption and Recognition Agreement, among
Downey,
the Transferor and Mortgage Asset Securitization Transactions,
Inc.;
(c) The Assignment, Assumption and Recognition Agreement, among
GMAC, the
Transferor and Mortgage Asset Securitization Transactions,
Inc.;
(d) The Assignment, Assumption and Recognition Agreement, among
GreenPoint, the
Transferor and Mortgage Asset Securitization Transactions,
Inc.;
(e) The Assignment, Assumption and Recognition Agreement, among
National
City, the Transferor and Mortgage Asset Securitization
Transactions, Inc.;
(f) The Assignment, Assumption and Recognition Agreement, among
Nexstar,
the Transferor and Mortgage Asset Securitization Transactions,
Inc.;
(g) The Assignment, Assumption and Recognition Agreement, among
PHH,
the
Transferor and Mortgage Asset Securitization Transactions,
Inc.;
(h) The Assignment, Assumption and Recognition Agreement, among
Provident,
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 and the Group 5
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 March 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
and Group 5 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 1-A-1 Certificate Basis Risk Carry Forward Amount: If on
any
Distribution Date the Pass-Through Rate for
the Class 1-A-1 Certificates is
limited to the interest rate cap of the
weighted average of the Net Mortgage
Rates on the Group 1 Loans, then the excess
of (i) the Accrued Certificate
Interest that the Class 1-A-1 Certificates
would have been entitled to receive
on that Distribution Date had the
Pass-Through Rate not been subject to such
interest rate cap, over (ii) the actual
Accrued Certificate Interest for the
Class 1-A-1 Certificates for such
Distribution Date.
Class 1-A-2 Certificate Basis Risk Carry Forward Amount: If on
any
Distribution Date the Pass-Through Rate for
the Class 1-A-2 Certificates is
limited to the interest rate cap of the
weighted average of the Net Mortgage
Rates on the Group 1 Loans, then the excess
of (i) the Accrued Certificate
Interest that the Class 1-A-2 Certificates
would have been entitled to receive
on that Distribution Date had the
Pass-Through Rate not been subject to such
interest rate cap, over (ii) the actual
Accrued Certificate Interest for the
Class 1-A-2 Certificates for such
Distribution Date.
Class A-LRA Interest: The sole class of "residual interest" in
the
Lower-Tier REMIC A.
Class A-LRB Interest: The sole class of "residual interest" in
the
Lower-Tier REMIC B.
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: March 30, 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 2005-3
Mortgage Pass-Through Certificates, Series
2005-3." 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 2005-3, 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 2005-3, and
for all other purposes at 9062 Old
Annapolis Road, Columbia, Maryland 21045,
Attention: Corporate Trust Services -
MARM 2005-3.
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:
<TABLE>
<CAPTION>
Corresponding Middle-Tier
Corresponding Class or
REMIC Regular Interest
Classes of Certificates
----------------------------------------------
-------------------------------------------------
<S>
<C>
Class 1-A-1 and Class 1-A-X Certificates as
Class 1-A-M1 Interest
provided in Section 4.02(f)
Class 1-A-2 and Class 1-A-X Certificates as
Class 1-A-M2 Interest
provided in Section 4.02(f)
Class 2-A-M1 Interest
Class 2-A-1 Certificates
Class 3-A-M1 Interest
Class 3-A-1 and Class 3-A-X Certificates
Class 3-A-M2 Interest
Class 3-A-2 Certificates
Class 4-A-M1 Interest
Class 4-A-1 Certificates
Class 5-A-M1 Interest
Class 5-A-1 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
</TABLE>
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.
CUNA: CUNA Mutual
Mortgage Corp., Inc. and its successors and
assigns, in its capacity as Servicer of the
CUNA Mortgage Loans.
CUNA Mortgage Loans: The Mortgage Loans for which CUNA is listed
as
"Servicer" on the Mortgage Loan.
CUNA Servicing Agreement: Solely with respect to the CUNA
Mortgage
Loans, the Master Mortgage Loan Sale and
Servicing Agreement, dated as of
December 12, 2003, between the Transferor,
as purchaser, and CUNA, as seller and
servicer, as the same may be amended from
time to time.
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, March 1,
2005.
Cut-off Date Pool Balance: $297,465,340.
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 2005-3 Mortgage
Pass-Through Certificates, Series 2005-3." Funds
in the Distribution Account shall be held
in trust for the Certificateholders
for the uses and purposes set forth in this
Agreement.
Distribution Account Deposit Date: As to any Distribution Date,
one
Business Day prior to such Distribution
Date.
Distribution Date: The 25th day of each calendar month after
the
initial issuance of the Certificates, or if
such 25th day is not a Business Day,
the next succeeding Business Day,
commencing in April 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 2005-3, or such other
address as DBRS may hereafter furnish to
each party to this Agreement.
Downey: Downey Savings and Loan Association, F.A. and its
successors
and assigns, in its capacity as Servicer of
the Downey Mortgage Loans.
Downey Mortgage Loans: The Mortgage Loans for which Downey is
listed
as "Servicer" on the Mortgage Loan
Schedule.
Downey Servicing Agreement: Solely with respect to the Downey
Mortgage Loans, the Master Loan Purchase
and Servicing Agreement, dated as of
August 1, 2002, between the Transferor, as
purchaser, and Downey, as seller and
as servicer, as amended by Amendment Number
One, dated as of November 15, 2002,
as further amended by Amendment Number Two,
dated as of May 28, 2003, and as
further amended by Amendment Number Three,
dated as of September 1, 2003, and as
the same may be further amended from time
to time, and any assignments and
conveyances related to the Downey Mortgage
Loans.
Due Date: With respect to any Distribution Date, the first day
of
the month in which the related Distribution
Date occurs.
Eligible Account: Any of (i) an account or accounts maintained
with
a federal or state chartered depository
institution or trust company the short
term unsecured debt obligations of which
(or, in the case of a depository
institution or trust company that is the
principal subsidiary of a holding
company, the debt obligations of such
holding company) have the highest short
term ratings of each Rating Agency at the
time any amounts are held on deposit
therein, or (ii) an account or accounts in
a depository institution or trust
company in which such accounts are insured
by the FDIC (to the limits
established by the FDIC) and the uninsured
deposits in which accounts are
otherwise secured such that, as evidenced
by an Opinion of Counsel delivered to
the Trust Administrator and 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
2005-3, 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, $8,923,960,
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 March 1, 2005, to an amount
equal to $5,949,306 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 March 1, 2005, to an amount
equal to $2,974,653 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 March 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 (a) the rights of the
Class P Certificateholders to Class P
Prepayment Charges, (b) the right of the
Class 1-A-1 and Class 1-A-2
Certificates to receive Class 1-A-1 Basis
Risk Carry Forward Amounts and Class
1-A-2 Basis Risk Carry Forward Amounts,
respectively, and (c) the Group 1 Basis
Risk Account and the beneficial interest of
the Class 1-A-X Certificates with
respect thereto, subject to the obligation
of the Class 1-A-X Certificates to
pay Group 1 Basis Risk Carry Forward
Amounts.
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 Basis Risk 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 Class
1-A-X Certificateholders and
designated "JPMorgan Chase Bank, N.A., in
trust for registered holders of MASTR
Adjustable Rate Mortgages Trust 2005-3
Mortgage Pass-Through Certificates,
Series 2005-3." Funds in the Group 1 Basis
Risk Account (consisting of the Group
1 Basis Risk Payments) shall be held in
trust for the Class 1-A-X
Certificateholders for the uses and
purposes set forth in this Agreement.
Group 1 Basis Risk Carry Forward Amount: For any Distribution
Date,
the sum of (i) any Class 1-A-1 Basis Risk
Carry Forward Amounts for such
Distribution Date, and (ii) any Class 1-A-2
Basis Risk Carry Forward Amounts for
such Distribution Date.
Group 1 Basis Risk Payment: For any Distribution Date, the
aggregate
of the Group 1 Basis Risk Carry Forward
Amount for that Distribution Date,
together with any unpaid Group 1 Basis Risk
Carry Forward Amounts from prior
Distribution Dates; provided, however,
that, with respect to any Distribution
Date, the Group 1 Basis Risk Payment cannot
exceed the Accrued Certificate
Interest for the Class 1-A-X Certificates
for such Distribution Date. Any Group
1 Basis Risk Payments for each Distribution
Date will be allocated (1) first,
between the Class 1-A-1 and Class 1-A-2
Certificates, pro rata, based upon their
respective Certificate Principal Balances
and (2) second, any remaining Group 1
Basis Risk Payments to the Class 1-A-1 and
Class 1-A-2 Certificates, pro rata,
based upon any Group 1 Basis Risk Cary
Forward Amounts remaining unpaid, in
order to reimburse such unpaid amounts.
Group 1 Certificates: As specified in the Preliminary
Statement.
Group 1 Interest Distribution Amount: For the Class 1-A-1,
Class
1-A-2 and Class 1-A-X Certificates for each
Distribution Date, an amount equal
to (i) with respect to the Class 1-A-1
Certificates, the sum of (a) the Accrued
Certificate Interest for such Class for
such Distribution Date and (b) the
portion of the Group 1 Basis Risk Payment
for the Class 1-A-1 Certificates for
such Distribution Date, (ii) with respect
to the Class 1-A-2 Certificates, the
sum of (a) the Accrued Certificate Interest
for such Class for such Distribution
Date and (b) the portion of the Group 1
Basis Risk Payment for the Class 1-A-2
Certificates for such Distribution Date and
(iii) with respect to the Class
1-A-X Certificates, the Accrued Certificate
Interest for such Class for such
Distribution Date, less the Group 1 Basis
Risk Payment for such Distribution
Date (provided that, for federal income tax
purposes, Group 1 Basis Risk
Payments shall be deemed distributed from
the Distribution Account in respect of
the Upper-Tier REMIC Regular Interest
related to the Class 1-A-X Certificates to
the Group 1 Basis Risk Account for the
benefit of the Class 1-A-1 and Class
1-A-2 Certificates), and such amount shall
be deemed distributed to the Class
1-A-1 and Class 1-A-2 Certificates from the
Group 1 Basis Risk Account.
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
(other than the related Interest-Only
Certificates).
Group 2 Available Funds: As to any Distribution Date, the sum of
(a)
the aggregate amount held in the Collection
Account at the close of business on
the related Servicer Remittance Date and,
without duplication, on deposit in the
Distribution Account at the close of
business 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
(other than the related Interest-Only
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 Available Funds: Any of the Group 1 Available Funds, Group
2
Available Funds, Group 3 Available Funds,
Group 4 Available Funds and Group 5
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 and Group 5 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 and Group 5 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: $150,000.
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 LIBOR Rate: 2.85%
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
(other than the Class 1-A-1 and Class 1-A-2
Certificates), the Lower-Tier REMIC
A Regular Interests, the Lower-Tier REMIC B
Regular Interests, 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 March
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.
With respect to Class 1-A-1 and Class
1-A-2 Certificates, and any Distribution
Date, the period from and including the
Distribution Date in the month preceding
the month in which the relevant
Distribution Date occurs (or, for the
initial Distribution Date, the Closing
Date) to and including the day preceding
such relevant Distribution Date
calculated on the basis of a 360-day year
and the actual number of days in each
period.
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. There are no Lender-Paid
Mortgage Insurance Loans in the Trust.
Lender-Paid Mortgage Insurance Rate: With respect to any
Lender-Paid
Mortgage Insurance Loan, a per annum rate
equal to the percentage indicated on
the Mortgage Loan Schedule under the
heading "Lender-Paid Mortgage Insurance
Rate."
LIBOR Determination Date: For each Interest Accrual Period with
respect to the Class 1-A-1 and Class 1-A-2
Certificates, the second London
Business Day prior to the day on which such
Interest Accrual Period commences.
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 and Loan Group 5, 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 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 A: As described in the Preliminary Statement.
Lower-Tier REMIC A Regular Interest: Any one of the Class LA-1B
and
Class LA-1Q Interest.
Lower-Tier REMIC B: As described in the Preliminary Statement.
Lower-Tier REMIC B Interest: Any one of the Lower-Tier REMIC B
Regular Interests or the Class A-LRB
Interest.
Lower-Tier REMIC B Regular Interest: Any of the Class LB-2B
Interest, Class LB-2Q Interest, Class LB-3B
Interest, Class LB-3Q Interest,
Class LB-4B Interest, Class LB-4Q Interest,
Class LB-5B Interest and Class LB-5Q
Interest.
Lower-Tier Subordinated Balance Ratio: The ratio among the
principal
balances of the Class LA-1B Interest, Class
LB-2B Interest, Class LB-3B
Interest, Class LB-4B Interest and Class
LB-5B 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 and Group 5 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 1-A-M2 Interest, Class
2-A-M1 Interest, Class 3-A-M1 Interest,
Class 3-A-M2 Interest, Class 4-A-M1
Interest, Class 5-A-M1 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 March 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 the Custodian;
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 1-A-X Certificates
and
any Distribution Date, the aggregate of the
Class Principal Balances of the
Class 1-A-1 and the Class 1-A-2
Certificates immediately prior to such
Distribution Date. With respect to the
Class 3-A-X Certificates and any
Distribution Date, the Class Principal
Balance of the Class 3-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.
One-Month LIBOR: On each LIBOR Determination Date, the interest
rate
determined by the Trust Administrator for
the succeeding Interest Accrual Period
on the basis of the British Bankers'
Association "Interest Settlement Rate" for
one month deposits in U.S. dollars as found
on Telerate page 3750 as of 11:00
a.m. London time on such LIBOR
Determination Date. As used herein "Telerate page
3750" means the display designated as page
3750 on the Bridge Telerate Service.
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 a portion of the Trust
created hereunder in connection with the
purchase of either the Group 1 Mortgage
Loans or the Mortgage Loans (other than the
Group 1 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 March
28,
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 (other than the Class 1-A-1
and the Class 1-A-2 Certificates), the
last Business Day of the month immediately
preceding the month in which the
related Distribution Date occurs and with
respect to any Distribution Date and
the Class 1-A-1 and the Class 1-A-2
Certificates, the Business Day immediately
preceding such Distribution Date.
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 LA-1B Interest and Class LA-1Q
Interest, Loan Group 1; with respect to the
Group 2 Certificates and the Class LB-2B
Interest and Class LB-2Q Interest, Loan
Group 2; with respect to the Group 3
Certificates and the Class LB-3B Interest
and Class LB-3Q Interest, Loan Group 3;
with respect to the Group 4 Certificates
and the Class LB-4B Interest and Class
LB-4Q Interest, Loan Group 4; with
respect to the Group 5 Certificates and the
Class LB-5B Interest and Class LB-5Q
Interest and Loan Group 5.
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.
Reserve Interest Rate: As defined in Section 4.05.
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 related to such Group 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 related to such Group
of the Scheduled Principal Balance
of such Mortgage Loan, and (b) either (A)
the Senior Prepayment Percentage
related to such Group of the amount of the
Liquidation Proceeds allocable to
principal received with respect to such
Mortgage Loan, or (B) if an Excess Loss
was sustained with respect to such
Liquidated Loan during such prior calendar
month, the Senior Percentage related to
such Group of the amount of the
Liquidation Proceeds allocable to principal
received with respect to such
Mortgage Loan, (iii) the Senior Prepayment
Percentage related to such Group 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 related to
such Group 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:
<TABLE>
<CAPTION>
Distribution Date Occurring
Senior Prepayment Percentage
--------------------------------------------------------
------------------------------------------------
<S>
<C>
April 2005 through March
2012........................... 100%
April 2012 through March
2013........................... Senior
Percentage of such Certificate Group plus
70% of the related Subordinate Percentage
April 2013 through March
2014........................... Senior
Percentage of such Certificate Group plus
60% of the related Subordinate Percentage
April 2014 through March
2015........................... Senior
Percentage of such Certificate Group plus
40% of the related Subordinate Percentage
April 2015 through March
2016........................... Senior
Percentage of such Certificate Group plus
20% of the related Subordinate Percentage
April 2016 and
thereafter............................... Senior
Percentage of such Certificate Group
</TABLE>
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 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 plus 50% of the
Subordinate Percentage for such
Certificate Group and (iii) if on any
Distribution Date on or after the
Distribution Date in April 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 April 2005 and March 2008, 20% of
the Original Subordinate Principal
Balance, (b) with respect to the
Distribution Date on or after April 2008, 30%
of the Original Subordinate Principal
Balance.
Servicer: Each of CUNA, Downey, GMAC, GreenPoint, National
City,
Nexstar, PHH, Provident, 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 CUNA Servicing Agreement;
(b) the Downey Servicing Agreement;
(c) the GMAC Servicing Agreement;
(d) the GreenPoint Servicing Agreement;
(e) the National City Servicing Agreement;
(f) the Nexstar Servicing Agreement;
(g) the PHH Servicing Agreement;
(h) the Provident 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, $3,300,000 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 March
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 March 2016, 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) Lower-Tier
REMIC A and Lower-Tier REMIC B 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
the Group 1 Basis Risk 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 Lower-Tier REMIC A, Lower-Tier REMIC B, the
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.
Upper-Tier REMIC Regular Interest: Any of the Regular
Certificates,
other than, in the case of the Class 1-A-1
and Class 1-A-2 Certificates, the
right to receive Group 1 Basis Risk Carry
Forward Amounts, and in the case of
the Class 1-A-X Certificates, ownership of
the Group 1 Basis Risk Account, each
as described in the Preliminary Statement
and Section 2.06.
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.
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, (i) the
Seller's Warranties and Servicing
Agreement, dated as of November 1, 2004,
and (ii) the Seller's Warranties and
Servicing Agreement, dated as of December
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
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 2005-3 for the benefit of the
Holders of the Mortgage Pass-Through Certificates, Series
2005-3"
together with, except as provided below, all interim recorded
assignments of such mortgage (each such assignment, when duly
and
validly completed, to be in recordable form and sufficient to
effect
the assignment of and transfer to the assignee thereof, under
the
Mortgage to which the assignment relates); provided that, if
the
related Mortgage has not been returned from the applicable
public
recording office, such assignment of the Mortgage may exclude
the
information to be provided by the recording office;
(D) the original or copies of each assumption, modification,
written assurance or substitution agreement, if any; and
(E) except as provided below, the original or duplicate
original lender's title policy and all riders thereto.
(ii) In connection with the transfer and assignment set forth
in
clause (a)
above, the Depositor has delivered or caused to be delivered to
the
Custodian, on behalf of the Trustee, for the benefit of the
Certificateholders the following documents or instruments with
respect to
each
Cooperative Loan so assigned:
(A) the Cooperative Shares, together with the Stock Power in
blank;
(B) the executed Security Agreement;
(C) the executed Proprietary Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan;
(D) the executed Recognition Agreement, 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 either 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 2005-3" and JPMorgan Chase
Bank, N.A., is hereby appointed as
Trustee in accordance with the provisions
of this Agreement.
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
related to the Group 1 Mortgage Loans and
acknowledges the issuance of the
Lower-Tier REMIC A Regular Interests and
the Class A-LRA Interest (represented
by the Class A-LR Certificates) in exchange
therefor. The Trustee acknowledges
the transfer and assignment to it of the
assets of the Trust Fund (related to
the Mortgage Loans other than those related
to the Group 1 Mortgage Loans) and
acknowledges the issuance of the Lower-Tier
REMIC B Regular Interests and the
Class A-LRB Interest (represented by the
Class A-LR) Certificates in exchange
therefor. The Trustee acknowledges the
transfer and assignment to it of the
Lower-Tier REMIC A Regular Interests and
Lower-Tier REMIC B 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 and the
Upper-Tier REMIC Regular Interests and 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 1-A-1, Class 1-A-2 and Class
1-A-X Certificates) in authorized
denominations evidencing directly or
indirectly the entire ownership of the
Upper-Tier REMIC in exchange therefor.
The Trustee further acknowledges the
transfer and assignment of the Upper-Tier
REMIC Regular Interests represented by the
Class 1-A-1, Class 1-A-2 and Class
1-A-X Certificates, respectively, and
concurrently with such transfer and
assignment, the Trust Administrator on
behalf of the Trustee has executed,
authenticated and delivered to or upon the
order of the Depositor, the Class
1-A-1, Class 1-A-2 and Class 1-A-X
Certificates in authorized denominations
evidencing directly or indirectly the
entire ownership of the Grantor Trust. The
Trustee agrees to hold the Trust Fund and
the Lower-Tier REMIC A Regular
Interests and the Lower-Tier REMIC B
Regular Interests, the Middle-Tier REMIC
Regular Interests, the Upper-Tier REMIC
Regular Interests represented by the
Class 1-A-1, Class 1-A-2 and Class 1-A-X
Certificates, respectively, 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 1-A-X Certificates
shall
represent a "specified portion," within the
meaning of the REMIC Provisions, of
the sum of (I) the interest payments on the
Class 1-A-M1 Interest equal to the
product of (i) the excess of (A) the
weighted average of the Net Mortgage Rates
on the Group 1 Mortgage Loans over (B) the
Pass-Through Rate on the Class 1-A-1
Certificates and (ii) the principal balance
of the Class 1-A-M1 Interest and
(II) the interest payments on the Class
1-A-M2 Interest equal to the product of
(i) the excess of (A) the weighted average
of the Net Mortgage Rates on the
Group 1 Mortgage Loans over (B) the
Pass-Through Rate on the Class 1-A-2
Certificates and (ii) the principal balance
of the Class 1-A-M2 Interest.
For federal income tax purposes, the Class 3-A-X Certificates
shall
represent a "specified portion," within the
meaning of the REMIC Provisions, of
the interest payments on the Class 3-A-M1
Interest equal to the product of (i)
0.05891% and (ii) the principal balance of
the Class 3-A-M1 Interest.
The pass-through rate with respect to Class LA-1B Interest and
Class
LA-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 LB-1B Interest
and
Class LB-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 LB-2B Interest and
Class LB-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 LB-3B Interest
and Class LB-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 LB-4B Interest
and Class LB-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 LB-5B Interest
and Class LB-5Q Interest shall be a per
annum rate equal to the weighted average
of the Net Mortgage Rates on the Group 5
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 LA-1B
Interest shall equal 0.10% of the Group 1
Subordinate Amount, (ii) the principal
balance of the Class LB-2B Interest shall
equal 0.10% of the Group 2 Subordinate
Amount, (iii) the principal balance of
the Class LB-3B Interest shall equal 0.10%
of the Group 3 Subordinate Amount,
(iv) the principal balance of the Class
LB-4B Interest shall equal 0.10% of the
Group 4 Subordinate Amount and (v) the
principal balance of the Class LB-5B
Interest shall equal 0.10% of the Group 5
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 LA-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-LRA Interest until
paid) over the principal balance of
the Class LA-1B Interest, (ii) the
principal balance of the Class LB-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 LB-2B Interest, (iii)
the principal balance of the Class LB-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 LB-3B
Interest, (iv) the principal balance of the
Class LB-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
LB-4B Interest and (v) the principal
balance of the Class LB-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 LB-5B Interest. The
initial principal balance of the Class
A-LRA Interest shall be $50 and its
pass-through rate 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 1-A-M1 Interest
and
the Class 1-A-M2 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
and the Class 3-A-M2 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. 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. The
initial principal balance of the Class
A-MR Interest shall be $50 and its pass
through rate shall be a per annum rate
equal to the weighted average of the Net
Mortgage Rates on the Group 1 Mortgage
Loans.
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 LA-1B
Interest, (ii) the pass through rate for
the Class LB-2B Interest, (iii) the pass
through rate for the Class LB-3B
Interest, (iv) the pass through rate for
the Class LB-4B Interest and (v) the
pass through rate for the Class LB-5B
Interest, weighted, for each of the
foregoing determinations, on the basis of
the respective principal balance of
each such Lower-Tier REMIC A Regular
Interest or Lower-Tier REMIC B Regular
Interest, as applicable (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; Group 1
Basis Risk 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; and
(xii) 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. Funds in the Group 1 Basis
Risk Account 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 or Group 1 Basis Risk
Account prior to any change thereof.
(g) Each of the Collection Account, Distribution Account and Group
1
Basis Risk 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, Distribution Account or
Group 1 Basis Risk 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, Distribution
Account or Group 1 Basis Risk Account, as
applicable, that is an Eligible
Account, and shall immediately transfer all
funds on deposit in the former
Collection Account, Distribution Account or
Group 1 Basis Risk Account as
applicable, to the new Collection Account,
Distribution Account or Group 1 Basis
Risk Account as applicable.
(h) The Trust Administrator shall establish and maintain, on
behalf
of the Class 1-A-1 and Class 1-A-2
Certificateholders, the Group 1 Basis Risk
Account. The Trust Administrator shall,
promptly upon receipt but no later than
on the Distribution Account Deposit Date,
deposit in the Group 1 Basis Risk
Account and retain therein any other
amounts described hereunder that are
required to be deposited in the Group 1
Basis Risk Account.
The Trust Administrator shall account for the Group 1 Basis
Risk
Account as an asset of the Grantor Trust
and not an asset of any Trust REMIC
created pursuant to this Agreement. The
beneficial owners of the Group 1 Basis
Risk Account are the Class 1-A-X
Certificateholders. For all federal tax
purposes, amounts transferred or reimbursed
by a Trust REMIC to the Group 1
Basis Risk Account shall be treated as
distributions by the Trust Administrator
to the Class 1-A-X Certificateholders in
respect of the Upper-Tier REMIC Regular
Interest represented by the Class 1-A-X
Certificates.
(i) For federal income tax purposes, the Group 1 Basis Risk
Account
shall be treated as beneficially owned by
the Holders of the Class 1-A-X
Certificates and such portion of the Trust
Fund shall be treated as a grantor
trust under subpart E, Part I of subchapter
J of the Code. The right of the
Class 1-A-1 and Class 1-A-2 Certificates to
receive payments of Group 1 Basis
Risk Carry Forward Amounts from the Group 1
Basis Risk Account shall be treated
as the right to receive payments under an
interest rate cap contract written by
the Class 1-A-X Certificateholders in favor
of the Class 1-A-1 and Class 1-A-2
Certificates and beneficially owned by each
such Class through the Grantor
Trust. Accordingly, the Class 1-A-1 and
Class 1-A-2 Certificates each will be
comprised of two components - an Upper-Tier
REMIC Regular Interest and an
interest in an interest rate cap contract -
and the Class 1-A-X Certificates
will be comprised of two components - an
Upper-Tier REMIC Regular Interest, and
ownership of the Group 1 Basis Risk
Account, subject to an obligation to pay
Group 1 Basis Risk Carry Forward Amounts.
The issue price for each of the Class
1-A-1 and Class 1-A-2 Certificates shall be
allocated between their respective
components for purposes of determining the
issue price of the related Upper-Tier
REMIC Regular Interest component based on
information received from the
Depositor.
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 and Group 1 Basis Risk
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
