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Washington Mutual Asset-Backed Certificates, WMABS Series 2006-HE5
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8-K
Dec 22, 1:30 PM ET
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Washington Mutual Asset-Backed Certificates, WMABS Series 2006-HE5 8-K
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Contents
144
ARTICLE I Definitions
Section 1.01 Defined Terms.
Section 1.02 Accounting.
Section 1.03 Allocation of Certain Interest Shortfalls.
Section 1.04 Rights of the NIMS Insurer.
ARTICLE II Creation of the Trust; Conveyance of the Mortgage Pool Assets, REMIC I Regular Interests, REMIC II Regular Interests and REMIC III Regular Interests; REMIC Election and Designations; Original Issuance of Certificates
Section 2.01 Creation of the Trust
Section 2.02 Restrictions on Activities of the Trust
Section 2.03 Separateness Requirements
Section 2.04 Conveyance of Mortgage Pool Assets; Security Interest
Section 2.05 Delivery of Mortgage Files
Section 2.06 REMIC Election for REMIC I
Section 2.07 Acceptance by Trustee
Section 2.08 Representation and Warranty of the Company Concerning the Mortgage Loans
Section 2.09 Representations and Warranties of the Seller Concerning the Mortgage Loans
Section 2.10 Additional Provisions Relating to Repurchases of and Substitutions for Mortgage Loans by the Company or the Seller
Section 2.11 Acknowledgment of Transfer of Mortgage Pool Assets
Section 2.12 Conveyance of REMIC II Assets; Security Interest
Section 2.13 REMIC Election for REMIC II
Section 2.14 Acknowledgement of Transfer of REMIC I Regular Interests
Section 2.15 Conveyance of REMIC II Regular Interests; Security Interest
Section 2.16 REMIC Election for REMIC III
Section 2.17 Acknowledgement of Transfer of REMIC II Regular Interests
Section 2.18 Conveyance of Class L3-C Regular Interest
Section 2.19 REMIC Election for REMIC IV
Section 2.20 Acknowledgement of Transfer of Class L3-C Regular Interest
Section 2.21 Conveyance of Class L3-P Regular Interest.
Section 2.22 REMIC Election for REMIC V
Section 2.23 Acknowledgement of Transfer of Class L3-P Regular Interest
Section 2.24 Conveyance of Class L3-SW Regular Interest.
Section 2.25 REMIC Election for REMIC VI
Section 2.26 Acknowledgement of Transfer of Class L3-SW Regular Interest
Section 2.27 Legal Title
Section 2.28 Compliance with ERISA Requirements
Section 2.29 Additional Representation Concerning the Mortgage Loans
Section 2.30 No Other Interests
ARTICLE III Administration and Servicing of the Mortgage Loans
Section 3.01 The Servicer.
(a) The Servicer shall service and administer the Mortgage Loans on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders (as determined by the Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the respective Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans in the local areas where the related Mortgaged Property is located but without regard to:
(i) any relationship that the Servicer, any Sub‑Servicer or any Affiliate of the Servicer or any Sub‑Servicer may have with the related Mortgagor;
(ii) the ownership or non‑ownership of any Certificate by the Servicer or any Affiliate of the Servicer;
(iii) the Servicer’s obligation to make Advances or Servicing Advances; or
(iv) the Servicer’s or any Sub‑Servicer’s right to receive compensation for its services hereunder or with respect to any particular transaction.
Section 3.02 Sub‑Servicing Agreements Between the Servicer and Sub‑Servicers.
(a) The Servicer may enter into Sub‑Servicing Agreements provided (i) that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Company and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑Servicers, for the servicing and administration of the Mortgage Loans. The Trustee, on behalf of the Trust, is hereby authorized and directed to acknowledge, at the request of the Servicer, any Sub‑Servicing Agreement that (as certified to the Trustee by the Servicer) meets the requirements applicable to Sub‑Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement.
(b) As part of its servicing activities hereunder, the Servicer (except as otherwise provided in the last sentence of this paragraph), for the benefit of the Trust and the Certificateholders, shall enforce the obligations of each Sub‑Servicer under the related Sub‑Servicing Agreement and, subject to the last sentence of this paragraph, of the Seller under the Mortgage Loan Purchase Agreement including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Sub‑Servicing Agreement, or to purchase or otherwise remedy as contemplated herein a Mortgage Loan on account of missing or defective documentation or on account of a breach of a representation, warranty or covenant, as described in Section 2.09. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub‑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 Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorneys’ fees against the party against whom such enforcement is directed. Enforcement of the Mortgage Loan Purchase Agreement against the Seller shall be effected by the Servicer to the extent it is not the Seller, and otherwise by the Trustee, in accordance with the foregoing provisions of this paragraph.
Section 3.03 Successor Sub‑Servicers
Section 3.04 Liability of the Servicer
Section 3.05 No Contractual Relationship Between Sub‑Servicers and the NIMS Insurer, the Trustee or Certificateholders
Section 3.06 Assumption or Termination of Sub‑Servicing Agreements by Trustee
Section 3.07 Collection of Certain Mortgage Loan Payments
Section 3.08 Sub‑Servicing Accounts
Section 3.09 Collection of Taxes, Assessments and Similar Items; Servicing Accounts
Section 3.10 Collection Account and Distribution Account.
Section 3.12 Investment Accounts; Eligible Investments.
Section 3.13 [Reserved].
Section 3.14 Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage.
Section 3.15 Enforcement of Due‑On‑Sale Clauses; Assumption Agreements
Section 3.16 Realization Upon Defaulted Mortgage Loans.
Section 3.17 Trustee to Cooperate; Release of Mortgage Files.
Section 3.18 Servicing Compensation
Section 3.19 Reports to the Trustee; Collection Account Statements
Section 3.20 Reports on Assessment of Compliance with Servicing Criteria and Servicing Compliance Statements
Section 3.21 Access to Certain Documentation and Information Regarding the Mortgage Loans
Section 3.22 Reserve Fund
Section 3.23 Title, Management and Disposition of REO Property.
Section 3.24 Obligations of the Servicer in Respect of Prepayment Interest Shortfalls
Section 3.25 Obligations of the Servicer in Respect of Mortgage Rates and Monthly Payments
Section 3.26 [Reserved].
Section 3.27 Swap Agreement
Section 3.28 Replacement Swap Agreement.
ARTICLE IV Flow of Funds
Section 4.01 Distributions to Holders of REMIC I Regular Interests and Class R-1 Residual Interest.
Section 4.02 Advances; Remittance Reports.
Section 4.03 Nonrecoverable Advances
Section 4.04 Distributions to Holders of REMIC II Regular Interests and Class R-2 Residual Interest.
Section 4.05 Distributions to Holders of Certificates, REMIC III Regular Interests, and Class R-3 Interests.
Section 4.06 Statements.
Section 4.07 Compliance with Withholding Requirements
Section 4.08 Commission Reporting.
Section 4.09 Supplemental Interest Trust.
Section 4.10 Preference Claims
ARTICLE V The Certificates
Section 5.01 The Certificates.
Section 5.02 Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations
Section 5.03 Registration of Transfer and Exchange of Certificates
Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates
Section 5.05 Persons Deemed Owners
Section 5.06 [Reserved.].
Section 5.07 Book-Entry for Book-Entry Certificates
Section 5.08 Notices to Clearing Agency
Section 5.09 Definitive Certificates
Section 5.10 Office for Transfer of Certificates
Section 5.11 Nature of Certificates
ARTICLE VI The Company and the Servicer
Section 6.01 Liability of the Company and the Servicer
Section 6.02 Merger or Consolidation of the Company or the Servicer
Section 6.03 Limitation on Liability of the Company, the Servicer and Others
Section 6.04 Neither the Company nor the Servicer May Resign
Section 6.05 Trustee Access
ARTICLE VII Default
Section 7.01 Events of Default.
Section 7.02 Trustee to Act; Appointment of Successor.
Section 7.03 Notification to Certificateholders.
Section 7.04 Waiver of Servicer Events of Default
ARTICLE VIII Concerning the Trustees
Section 8.01 Duties of Trustees.
Section 8.02 Certain Matters Affecting the Trustees
Section 8.03 Trustees Not Liable for Certificates or Mortgage Loans
Section 8.04 Trustees May Own Certificates
Section 8.05 Trustees’ Fees and Expenses
Section 8.06 Eligibility Requirements for Trustees
Section 8.07 Resignation and Removal of Trustees
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 Authenticating Agents
Section 8.12 Paying Agents
Section 8.13 Duties of Delaware Trustee.
Section 8.14 Amendment to Certificate of Trust
Section 8.15 [Reserved]
Section 8.16 Trustees Act on Behalf of Trust
Section 8.17 Limitation of Liability
Section 8.18 Trustee Report on Assessment of Compliance with Servicing Criteria
ARTICLE IX Termination
Section 9.01 Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans.
Section 9.02 Additional Termination Requirements.
Section 9.03 Trust Irrevocable
Section 9.04 Termination of the Supplemental Interest Trust.
ARTICLE X Miscellaneous Provisions
Section 10.01 Amendment.
Section 10.02 Recordation of Agreement
Section 10.03 Limitation on Rights of Certificateholders
Section 10.04 Access to List of Certificateholders
Section 10.05 Governing Law
Section 10.06 Notices
Section 10.07 Compliance With Regulation AB
Section 10.08 Severability of Provisions
Section 10.09 Counterpart Signatures
Section 10.10 Benefits of Agreement
Section 10.11 Notices and Copies to Rating Agencies.
Section 10.12 Covenant Not to Place Trust Into Bankruptcy
Section 10.13 Covenant Not to Place Company Into Bankruptcy
Section 10.14 Third-Party Beneficiaries.
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