EXHIBIT 4.1
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WELLS FARGO ASSET SECURITIES CORPORATION
(Depositor)
and
WELLS FARGO BANK, N.A.
(Master Servicer)
and
HSBC BANK USA, NATIONAL ASSOCIATION
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of September 28, 2006
$2,000,504,206.15
Mortgage Pass-Through Certificates
Series 2006-AR14
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<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01
Definitions..............................................
Section 1.02 Acts of
Holders..........................................
Section 1.03 Effect of
Headings and Table of Contents.................
Section 1.04 Benefits
of Agreement....................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01
Conveyance of Mortgage Loans.............................
Section 2.02
Acceptance by Custodian..................................
Section 2.03
Representations and Warranties of the Master Servicer and
the Depositor...........................................
Section 2.04 Execution
and Delivery of Certificates...................
Section 2.05
Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date.......................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
Section 3.01
Certificate Account......................................
Section 3.02 Permitted
Withdrawals from the Certificate Account.......
Section 3.03 Advances
by Master Servicer and Trustee..................
Section 3.04 Custodian
to Cooperate; Release of Owner Mortgage Loan
Files and Retained Mortgage Loan Files..................
Section 3.05 Annual
Compliance Statements.............................
Section 3.06 Title,
Management and Disposition of Any REO Mortgage
Loan....................................................
Section 3.07
Amendments to Servicing Agreements,
Modification of Standard Provisions.....................
Section 3.08 Oversight
of Servicing...................................
Section 3.09
Termination and Substitution of Servicing Agreements.....
Section 3.10
Application of Net Liquidation Proceeds..................
Section 3.11
Assessment of Servicing Compliance; Registered Public
Accounting Firm Attestation Reports.....................
Section 3.12 Exchange
Act Reports.....................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01
Distributions............................................
Section 4.02
Allocation of Realized Losses............................
Section 4.03 Paying
Agent.............................................
Section 4.04
Statements to Certificateholders;
Reports to the Trustee and the Depositor................
Section 4.05 Reports
to Mortgagors and the Internal Revenue Service...
Section 4.06
Calculation of Amounts; Binding Effect of Interpretations
and Actions of
Master Servicer..........................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates.........................................
Section 5.02
Registration 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..........................
Section 5.07
Definitive Certificates..................................
Section 5.08 Notices
to Clearing Agency...............................
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01 Liability
of the Depositor and the Master Servicer.......
Section 6.02 Merger or
Consolidation of the Depositor or the Master
Servicer................................................
Section 6.03
Limitation on Liability of the Depositor, the Master
Servicer and Others.....................................
Section 6.04
Resignation of the Master Servicer.......................
Section 6.05
Compensation to the Master Servicer......................
Section 6.06
Assignment or Delegation of Duties by Master Servicer....
Section 6.07
Indemnification of Trustee and Depositor by Master
Servicer................................................
Section 6.08 Master
Servicer Errors and Omissions Policy..............
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default........................................
Section 7.02 Other
Remedies of Trustee................................
Section 7.03
Directions by Certificateholders and
Duties of Trustee During Event of Default...............
Section 7.04 Action
upon Certain Failures of the
Master Servicer and upon Event of Default...............
Section 7.05 Trustee
to Act; Appointment of Successor.................
Section 7.06
Notification to Certificateholders.......................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of
Trustee........................................
Section 8.02 Certain
Matters Affecting the Trustee....................
Section 8.03 Trustee
Not Required to Make Investigation...............
Section 8.04 Trustee
Not Liable for Certificates or Mortgage Loans....
Section 8.05 Trustee
May Own Certificates.............................
Section 8.06 The
Master Servicer to Pay Fees and Expenses; Limitation
on Liability............................................
Section 8.07
Eligibility Requirements.................................
Section 8.08
Resignation and Removal..................................
Section 8.09
Successor................................................
Section 8.10 Merger or
Consolidation..................................
Section 8.11
Authenticating Agent.....................................
Section 8.12 Separate
Trustees and Co-Trustees........................
Section 8.13 Tax
Matters; Compliance with REMIC Provisions............
Section 8.14 Monthly
Advances.........................................
Section 8.15
Indemnification of the Master Servicer and Depositor by
the Trustee.............................................
Section 8.16 Trustee
Errors and Omissions Policy......................
ARTICLE IX
TERMINATION
Section 9.01
Termination upon Purchase by the
Depositor or Liquidation of All Mortgage Loans in the
Crossed Loan Groups or Loan Group II....................
Section 9.02
Additional Termination Requirements......................
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 Governing Law;
Jurisdiction..............................
Section 10.05
Notices..................................................
Section 10.06 Severability of
Provisions...............................
Section 10.07 Special Notices to Rating
Agencies.......................
Section 10.08 Covenant of
Depositor....................................
Section 10.09
Recharacterization.......................................
Section 10.10 Regulation AB Compliance; Intent of Parties;
Reasonableness..........................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Cut-Off
Date.............................................
Section 11.02 Cut-Off Date Aggregate Principal
Balance.................
Section 11.02(a) Cut-Off Date Crossed Loan Group Aggregate
Principal
Balance.................................................
Section 11.02(b) Cut-Off Date Group VII Aggregate Principal
Balance....
Section 11.03 Original Group
Percentage................................
Section 11.03(a) Original Group I-A
Percentage.........................
Section 11.03(b) Original Group II-A
Percentage........................
Section 11.03(c) Original Group III-A
Percentage.......................
Section 11.04 Original Principal Balances of the Classes of Class
A
Certificates............................................
Section 11.05 Original Notional
Amount.................................
Section 11.06 Original Group II Subordinated
Percentage................
Section 11.07 Original Class B Principal
Balance.......................
Section 11.07(a) Original Cr-B Principal
Balance.......................
Section 11.07(b) Original Class VII-B Principal
Balance................
Section 11.08 Original Principal Balances of the Classes of Class
B
Certificates............................................
Section 11.09 Original Class Cr-B-1 Fractional
Interest................
Section 11.10 Original Class Cr-B-2 Fractional
Interest................
Section 11.11 Original Class Cr-B-3 Fractional
Interest................
Section 11.12 Original Class Cr-B-4 Fractional
Interest................
Section 11.13 Original Class Cr-B-5 Fractional
Interest................
Section 11.14 Original Class II-B-1 Fractional
Interest................
Section 11.15 Original Class II-B-2 Fractional
Interest................
Section 11.16 Original Class II-B-3 Fractional
Interest................
Section 11.17 Original Class II-B-4 Fractional
Interest................
Section 11.18 Original Class II-B-5 Fractional
Interest................
Section 11.19 Closing
Date.............................................
Section 11.20 Right to
Purchase........................................
Section 11.20(a) Right to Purchase Crossed Group Mortgage
Loans........
Section 11.20(b) Right to Purchase Group VII Mortgage
Loans............
Section 11.21 Wire Transfer
Eligibility................................
Section 11.22 Single
Certificate.......................................
Section 11.23 Servicing Fee
Rate.......................................
Section 11.24 Master Servicing Fee
Rate................................
SCHEDULE I -
Applicable Unscheduled Principal Receipt Period
<PAGE>
EXHIBITS
EXHIBIT A-I-A-1
-
Form of Face of Class I-A-1 Certificate
EXHIBIT A-I-A-2
-
Form of Face of Class I-A-2 Certificate
EXHIBIT A-I-A-3
-
Form of Face of Class I-A-3 Certificate
EXHIBIT A-I-A-4
-
Form of Face of Class I-A-4 Certificate
EXHIBIT A-I-A-5
-
Form of Face of Class I-A-5 Certificate
EXHIBIT A-I-A-6
-
Form of Face of Class I-A-6 Certificate
EXHIBIT A-I-A-7
-
Form of Face of Class I-A-7 Certificate
EXHIBIT A-I-A-8
- Form of Face of
Class I-A-8 Certificate
EXHIBIT A-I-A-9
-
Form of Face of Class I-A-9 Certificate
EXHIBIT A-I-A-10
-
Form of Face of Class I-A-10 Certificate
EXHIBIT A-I-A-R
-
Form of Face of Class I-A-R Certificate
EXHIBIT A-II-A-1
-
Form of Face of Class II-A-1 Certificate
EXHIBIT A-II-A-2
-
Form of Face of Class II-A-2 Certificate
EXHIBIT A-II-A-3
-
Form of Face of Class II-A-3 Certificate
EXHIBIT A-II-A-4
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Form of Face of Class II-A-4 Certificate
EXHIBIT A-III-A-1 -
Form
of Face of Class III-A-1 Certificate
EXHIBIT A-III-A-2 -
Form
of Face of Class III-A-2 Certificate
EXHIBIT A-III-A-3 -
Form
of Face of Class III-A-3 Certificate
EXHIBIT B-Cr-B-1
-
Form of Face of Class Cr-B-1 Certificate
EXHIBIT B-Cr-B-2
-
Form of Face of Class Cr-B-2 Certificate
EXHIBIT B-Cr-B-3
-
Form of Face of Class Cr-B-3 Certificate
EXHIBIT B-Cr-B-4
-
Form of Face of Class Cr-B-4 Certificate
EXHIBIT B-Cr-B-5
-
Form of Face of Class Cr-B-5 Certificate
EXHIBIT B-Cr-B-6
-
Form of Face of Class Cr-B-6 Certificate
EXHIBIT B-II-B-1
-
Form of Face of Class II-B-1 Certificate
EXHIBIT B-II-B-2
-
Form of Face of Class II-B-2 Certificate
EXHIBIT B-II-B-3
-
Form of Face of Class II-B-3 Certificate
EXHIBIT B-II-B-4
-
Form of Face of Class II-B-4 Certificate
EXHIBIT B-II-B-5
-
Form of Face of Class II-B-5 Certificate
EXHIBIT B-II-B-6
-
Form of Face of Class II-B-6 Certificate
EXHIBIT C
-
Form of Reverse of Series 2006-AR14 Certificates
EXHIBIT D
-
Reserved
EXHIBIT E
-
Custodial Agreement
EXHIBIT F
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Addresses for Requesting Mortgage Loan Schedule
EXHIBIT G
-
Request for Release
EXHIBIT H
-
Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and
for Non-ERISA Investors
EXHIBIT I
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Letter from Transferor of Residual Certificate
EXHIBIT J
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Transferee's Letter (Class [Cr-B-4] [Cr-B-5]
[Cr-B-6] [II-B-4] [II-B-5] [II-B-6]
Certificates)
EXHIBIT K
-
List of Recordation States
EXHIBIT L
-
Servicing Agreements
EXHIBIT M
-
Form of Special Servicing Agreement
EXHIBIT N
-
Form of Initial Certification of the Custodian
EXHIBIT O
-
Form of Final Certification of the Custodian
EXHIBIT P
-
Form of Sarbanes-Oxley Certification
EXHIBIT Q
-
Schedule of Pledged Asset Mortgage Loans
EXHIBIT R
-
Servicing Criteria to be Addressed in
Assessment of Compliance
EXHIBIT S
-
Additional Form 10-D Disclosure
EXHIBIT T
-
Additional Form 10-K Disclosure
EXHIBIT U
-
Form 8-K Disclosure Information
EXHIBIT V
-
Additional Disclosure Notification
<PAGE>
This Pooling and Servicing Agreement, dated as of September 28,
2006
executed by WELLS FARGO ASSET SECURITIES CORPORATION, as Depositor,
WELLS FARGO
BANK, N.A., as Master Servicer, and HSBC BANK USA, NATIONAL
ASSOCIATION, as
Trustee.
W I T N E S S E T H T
H A T:
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used herein, the following words and phrases, unless
the
context otherwise requires, shall have the meanings specified in
this Article.
1933 Act: The
Securities Act of 1933, as amended.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing
practices of
prudent master servicing institutions which master service mortgage
loans of the
same type as the Mortgage Loans in the jurisdictions in which the
related
Mortgaged Properties are located, regardless of the date upon which
the related
Mortgage Loans were originated.
Additional Form 10-D Disclosure: As defined in Section 3.12(a).
Additional Form 10-K Disclosure: As defined in Section 3.12(b).
Additional Master Servicer: As defined in Section 6.06(b).
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater of (A) zero and (B) (i)
the Principal
Balance of such Class with respect to such Distribution Date minus
(ii) the
applicable Adjustment Amount for such Distribution Date less the
Principal
Balances for any Classes of Class Cr-B or Class II-B Certificates,
as
applicable, with higher numerical designations.
Adjustment Amount: (1) With respect to the Crossed Groups and
the
Class Cr-B Certificates and any Distribution Date, the difference
between (A)
the Aggregate Crossed Group Principal Balance as of the related
Determination
Date and (B) the sum of (i) the Aggregate Crossed Group Principal
Balance as of
the Determination Date succeeding such Distribution Date and (ii)
the aggregate
amount that would have been distributed to all Class A Certificates
of the
Crossed Groups and Class Cr-B Certificates as principal in
accordance with
Sections 4.01(a)(i) and (ii) for such Distribution Date and (2)
with respect to
Group II and any Distribution Date, the difference between (A) the
Aggregate
Group II Principal Balance as of the related Determination Date and
(B) the sum
of (i) the Aggregate Group II Principal Balance as of the
Determination Date
succeeding such Distribution Date and (ii) the aggregate amount
that would have
been distributed to all Classes of such Group as principal in
accordance with
Sections 4.01(a)(i) and (ii) for such Distribution Date; each
without regard to
the provisos in the definitions of (x) Class Cr-B-1 Optimal
Principal Amount,
Class Cr-B-2 Optimal Principal Amount, Class Cr-B-3 Optimal
Principal Amount,
Class Cr-B-4 Optimal Principal Amount, Class Cr-B-5 Optimal
Principal Amount and
Class Cr-B-6 Optimal Principal Amount or (y) Class II-B-1 Optimal
Principal
Amount, Class II-B-2 Optimal Principal Amount, Class II-B-3 Optimal
Principal
Amount, Class II-B-4 Optimal Principal Amount, Class II-B-5 Optimal
Principal
Amount and Class II-B-6 Optimal Principal Amount, as
applicable.
Adjustment Date: As to each Mortgage Loan, the Due Date on
which
date an adjustment to the Mortgage Interest Rate of such Mortgage
Loan becomes
effective under the related Mortgage Note, which Due Date is the
date set forth
in the Mortgage Loan Schedule as the first Adjustment Date
following the Closing
Date and each subsequent anniversary thereof.
Aggregate Crossed Group Adjusted Pool Amount: With respect to
any
Distribution Date, the sum of the Group I Adjusted Pool Amount and
Group III
Adjusted Pool Amount.
Aggregate Crossed Group Class A Percentage: With respect to any
Distribution Date, the percentage, the numerator of which is the
Aggregate
Crossed Group Class A Principal Balance prior to giving effect to
any
distributions on such Distribution Date, and the denominator of
which is the
Crossed Group Pool Balance.
Aggregate Crossed Group Class A Principal Balance: With respect
to
any Determination Date, the sum of the Group I-A Principal Balance
and Group
III-A Principal Balance.
Aggregate Crossed Group Principal Balance: With respect to any
Determination Date, the sum of the Aggregate Crossed Group Class A
Principal
Balance and the Class Cr-B Principal Balance.
Aggregate Group II Principal Balance: As of any Determination
Date,
the sum of the Group II-A Principal Balance and the Class II-B
Principal Balance
as of such date.
Aggregate Group I-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid
Interest
Shortfalls for the Group I-A Certificates.
Aggregate Group II-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid
Interest
Shortfalls for the Group II-A Certificates.
Aggregate Group III-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid
Interest
Shortfalls for the Group III-A Certificates.
Agreement: This Pooling and Servicing Agreement and all
amendments
and supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to
the
Mortgage Loans serviced by each Servicer and each of the Full
Unscheduled
Principal Receipts and Partial Unscheduled Principal Receipts, the
Unscheduled
Principal Receipt Period specified on Schedule I hereto, as amended
by the
Master Servicer pursuant to Section 10.01(b) hereof.
Apportioned
Class Cr-B Principal Distribution Amount: As to any
Distribution Date and any Class of Class Cr-B Certificates, the
product of (i)
the applicable Class Cr-B Principal Distribution Amount and (ii)
the
Apportionment Fraction for such Class.
Apportionment Fraction: As to any Class of Class Cr-B
Certificates
and any Distribution Date occurring prior to the Subordination
Depletion Date
for the Crossed Groups and on or after the Distribution Date on
which the
Principal Balance of each Class of one Crossed Group has been
reduced to zero, a
fraction, the numerator of which is the portion of the Class Cr-B
Loan Group
Optimal Principal Amounts represented by clauses (ii) and (iii) of
the
definition thereof (other than Liquidation Proceeds that are not
partial
Liquidation Proceeds) for which the corresponding Class A
Certificates are no
longer outstanding and the denominator of which is the applicable
Class B
Optimal Principal Amount without regard to the proviso thereto.
Authenticating Agent: Any authenticating agent appointed by the
Trustee pursuant to Section 8.11. Initially, the Master Servicer
shall be the
Authenticating Agent for the Certificates.
Available Master Servicer Compensation: For the Crossed Loan
Groups,
in the aggregate, or Loan Group II, as to any Distribution Date,
the sum of (a)
the Master Servicing Fee with respect to the Mortgage Loans in such
Loan Groups
or Loan Group for such Distribution Date, (b) interest earned
through the
business day preceding the applicable Distribution Date on any
Prepayments in
Full on the Mortgage Loans in such Loan Groups or Loan Group
remitted to the
Master Servicer and (c) the aggregate amount of Month End Interest
with respect
to the Mortgage Loans in such Loan Groups or Loan Group remitted by
the
Servicers to the Master Servicer pursuant to the related Servicing
Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a
Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the
applicable
Servicer has notified the Master Servicer and the Trustee in
writing that such
Servicer is diligently pursuing any remedies that may exist in
connection with
the representations and warranties made regarding 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 premiums on any applicable primary
hazard
insurance policy and any related escrow payments in respect of such
Mortgage
Loan are being advanced on a current basis by such Servicer without
giving
effect to any Debt Service Reduction.
Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate,
as reflected
on the books of the Clearing Agency, or on the books of a Person
maintaining an
account with such Clearing Agency (directly or as an indirect
participant, in
accordance with the rules of such Clearing Agency), as the case may
be.
Book-Entry Certificate: Any one of the Class I-A-1
Certificates,
Class I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4
Certificates,
Class I-A-5 Certificates, Class I-A-6 Certificates, Class I-A-7
Certificates,
Class I-A-8 Certificates, Class I-A-9 Certificates, Class I-A-10
Certificates,
Class II-A-1 Certificates, Class II-A-2 Certificates, Class II-A-3
Certificates,
Class II-A-4 Certificates, Class III-A-1 Certificates, Class
III-A-2
Certificates, Class III-A-3 Certificates, Class Cr-B-1
Certificates, Class
Cr-B-2 Certificates, Class Cr-B-3 Certificates, Class II-B-1
Certificates, Class
II-B-2 Certificates and Class II-B-3 Certificates, beneficial
ownership and
transfers of which shall be evidenced by, and made through, book
entries by the
Clearing Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or
(ii)
a legal holiday in the City of New York, State of Iowa, State of
Maryland or
State of Minnesota or (iii) a day on which banking institutions in
the City of
New York, or the State of Iowa, State of Maryland or State of
Minnesota are
authorized or obligated by law or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The separate trust account established and
maintained by the Master Servicer in the name of the Master
Servicer on behalf
of the Trustee pursuant to Section 3.01. The Certificate Account
shall be an
Eligible Account.
Certificate Custodian: Initially, Wells Fargo Bank; thereafter
any
other Certificate Custodian acceptable to The Depository Trust
Company and
selected by the Trustee.
Certificate Register and Certificate Registrar: Respectively, the
register maintained
pursuant to and the
registrar provided for in Section
5.02. Initially, the Certificate Registrar shall be the Master
Servicer.
Certificateholder or Holder: The Person in whose name a
Certificate
is registered in the Certificate Register, except that, solely for
the purposes
of the taking of any action under Articles VII or VIII, any
Certificate
registered in the name of the Master Servicer, a Servicer or any
affiliate
thereof shall be deemed not to be outstanding and the Voting
Interest evidenced
thereby shall not be taken into account in determining whether the
requisite
percentage of Certificates necessary to effect any such action has
been
obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
Class I-A-1
Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in
substantially the
form set forth in Exhibit A-I-A-1 and Exhibit C hereto.
Class I-A-1 Certificateholder: The registered holder of a Class
I-A-1 Certificate.
Class I-A-1 Pass-Through Rate: With respect to each
Distribution
Date occurring prior to the Distribution Date in September 2016,
the Class I-A-1
Pass-Through Rate will be the per annum rate equal to the Net WAC
of the Group I
Mortgage Loans minus 0.19269%. On and after the Distribution Date
in September
2016, the Class I-A-1 Pass-Through Rate will be a per annum rate
equal to the
Net WAC of the Group I Mortgage Loans.
Class I-A-2 Certificate: Any one of the Certificates executed by
the
Paying Agent and countersigned by the Authenticating Agent in
substantially the
form set forth in Exhibit A-I-A-2 and Exhibit C hereto.
Class I-A-2 Certificateholder: The registered holder of a Class
I-A-2 Certificate.
Class I-A-2 Loss Amount: With respect to any Determination Date
after the Subordination Depletion Date for the Crossed Groups, the
amount, if
any, by which the Principal Balance of the Class I-A-2 Certificates
would be
reduced as a result of the application of the third sentence of the
definition
of Principal Balance.
Class I-A-2 Pass-Through Rate: With respect to each
Distribution
Date occurring prior to the Distribution Date in September 2016,
the Class I-A-2
Pass-Through Rate will be the per annum rate equal to the Net WAC
of the Group I
Mortgage Loans minus 0.19269%. On and after the Distribution Date
in September
2016, the Class I-A-2 Pass-Through Rate will be a per annum rate
equal to the
Net WAC of the Group I Mortgage Loans.
Class I-A-3 Certificate: Any one of the Certificates executed by
the
Paying Agent and countersigned by the Authenticating Agent in
substantially the
form set forth in Exhibit A-I-A-3 and Exhibit C hereto.
Class I-A-3 Certificateholder: The registered holder of a Class
I-A-3 Certificate.
Class I-A-3 Loss Amount: With respect to any Determination Date
after the Subordination Depletion Date for the Crossed Groups, the
amount, if
any, by which the Principal Balance of the Class I-A-3 Certificates
would be
reduced as a result of the application of the third sentence of the
definition
of Principal Balance.
Class I-A-4 Certificate: Any one of the Certificates executed by
the
Paying Agent and countersigned by the Authenticating Agent in
substantially the
form set forth in Exhibit A-I-A-4 and Exhibit C hereto.
Class I-A-4 Certificateholder: The registered holder of a Class
I-A-4 Certificate.
Class I-A-5 Certificate: Any one of the Certificates executed by
the
Paying Agent and countersigned by the Authenticating Agent in
substantially the
form set forth in Exhibit A-I-A-5 and Exhibit C hereto.
Class I-A-5 Certificateholder: The registered holder of a Class
I-A-5 Certificate.
Class I-A-5 Loss Amount: With respect to any Determination Date
after the Subordination Depletion Date for the Crossed Groups, the
amount, if
any, by which the Principal Balance of the Class I-A-5 Certificates
would be
reduced as a result of the application of the third sentence of the
definition
of Principal Balance.
Class I-A-6 Certificate: Any one of the Certificates executed by
the
Paying Agent and countersigned by the Authenticating Agent in
substantially the
form set forth in Exhibit A-I-A-6 and Exhibit C hereto.
Class I-A-6 Certificateholder: The registered holder of a Class
I-A-6 Certificate.
Class I-A-6 Loss Amount: With respect to any Determination Date
after the Subordination Depletion Date for the Crossed Groups, the
amount, if
any, by which the Principal Balance of the Class I-A-6 Certificates
would be
reduced as a result of the application of the third sentence of the
definition
of Principal Balance.
Class I-A-6 Pass-Through Rate: With respect to each
Distribution
Date occurring prior to the Distribution Date in September 2016,
the Class I-A-6
Pass-Through Rate will be the per annum rate equal to the Net WAC
of the Group I
Mortgage Loans minus 0.19269%. On and after the Distribution Date
in September
2016, the Class I-A-6 Pass-Through Rate will be a per annum rate
equal to the
Net WAC of the Group I Mortgage Loans.
Class I-A-7 Certificate: Any one of the Certificates executed by
the
Paying Agent and countersigned by the Authenticating Agent in
substantially the
form set forth in Exhibit A-I-A-7 and Exhibit C hereto.
Class I-A-7 Certificateholder: The registered holder of a Class
I-A-7 Certificate.
Class I-A-7 Loss Amount: With respect to any Determination Date
after the Subordination Depletion Date for the Crossed Groups, the
amount, if
any, by which the Principal Balance of the Class I-A-7 Certificates
would be
reduced as a result of the application of the third sentence of the
definition
of Principal Balance.
Class I-A-7 Pass-Through Rate: With respect to each
Distribution
Date occurring prior to the Distribution Date in September 2016,
the Class I-A-7
Pass-Through Rate will be the per annum rate equal to the Net WAC
of the Group I
Mortgage Loans minus 0.19269%. On and after the Distribution Date
in September
2016, the Class I-A-7 Pass-Through Rate will be a per annum rate
equal to the
Net WAC of the Group I Mortgage Loans.
Class I-A-8 Certificate: Any one of the Certificates executed by
the
Paying Agent and countersigned by the Authenticating Agent in
substantially the
form set forth in Exhibit A-I-A-8 and Exhibit C hereto.
Class I-A-8 Certificateholder: The registered holder of a Class
I-A-8 Certificate.
Class I-A-8 Loss Allocation Amount: With respect to any
Determination Date after the Subordination Depletion Date for the
Crossed
Groups, the lesser of (a) the Principal Balance of the Class I-A-8
Certificates
with respect to such Determination Date prior to any reduction for
the Class
I-A-8 Loss Allocation Amount and (b) the sum of the Class I-A-2
Loss Amount,
Class I-A-3 Loss Amount, Class I-A-5 Loss Amount, Class I-A-6 Loss
Amount and
Class I-A-7 Loss Amount.
Class I-A-8
Pass-Through Rate: With respect to each Distribution
Date occurring prior to the Distribution Date in September 2016,
the Class I-A-8
Pass-Through Rate will be the per annum rate equal to the Net WAC
of the Group I
Mortgage Loans minus 0.19269%. On and after the Distribution Date
in September
2016, the Class I-A-8 Pass-Through Rate will be a per annum rate
equal to the
Net WAC of the Group I Mortgage Loans.
Class I-A-9 Certificate: Any one of the Certificates executed by
the
Paying Agent and countersigned by the Authenticating Agent in
substantially the
form set forth in Exhibit A-I-A-9 and Exhibit C hereto.
Class I-A-9 Certificateholder: The registered holder of a Class
I-A-9 Certificate.
Class I-A-9 Notional Amount: As to the first Distribution Date,
the
Original Class I-A-9 Notional Amount and, with respect to each
Distribution Date
prior to the Distribution Date in September 2016, an amount equal
to the sum of
(i) 20% of the Principal Balance of the Class I-A-7 Certificates
and (ii) the
sum of the Principal Balances of the Class I-A-1, Class I-A-2,
Class I-A-6 and
Class I-A-8 Certificates. On and after the Distribution Date in
September 2016,
the Class I-A-9 Notional Amount will be zero.
Class I-A-9 Pass-Through Rate: With respect to each
Distribution
Date occurring prior to the Distribution Date in September 2016,
the Class I-A-9
Pass-Through Rate will be the per annum rate equal to 0.19269%. On
and after the
Distribution Date in September 2016, the Class I-A-9 Pass-Through
Rate will be
zero.
Class I-A-9 REMIC Pass-Through Amount: Prior to the
Distribution
Date in September 2016, the sum of (i) the product of (A) 1/12, (B)
0.19269% and
(C) the aggregate Principal Balance of the Class I-A-1 and Class
I-A-2
Certificates, (ii) the product of (A) 1/12, (B) 0.19269% and (C)
the Principal
Balance of the Class I-A-6 Certificates, (iii) the product of (A)
1/12, (B)
0.19269% and (C) 20.00% of the Principal Balance of the Class I-A-7
Certificates
and (iv) the product of (A) 1/12, (B) 0.19269% and (C) the
Principal Balance of
the Class I-A-8 Certificates. On and after the Distribution Date in
September
2016, the Class I-A-9 REMIC Pass-Through Amount will be zero.
Class I-A-10 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-I-A-10 and Exhibit C hereto.
Class I-A-10 Certificateholder: The registered holder of a
Class
I-A-19 Certificate.
Class I-A-10 Notional Amount: As to the first Distribution Date,
the
Original Class I-A-10 Notional Amount and, with respect to each
Distribution
Date prior to the Distribution Date in September 2016, an amount
equal to 80% of
the Principal Balance of the Class I-A-7 Certificates. On and after
the
Distribution Date in September 2016, the Class I-A-10 Notional
Amount will be
zero.
Class I-A-10 Pass-Through Rate: With respect to each
Distribution
Date occurring prior to the Distribution Date in September 2016,
the Class
I-A-10 Pass-Through Rate will be the per annum rate equal to
0.19269%. On and
after the Distribution Date in September 2016, the Class I-A-10
Pass-Through
Rate will be zero.
Class I-A-LR1
Interest: The residual interest in the Crossed Group
Lower-Tier REMIC, beneficial ownership of which is represented by
the Residual
Certificate.
Class I-A-LR2 Interest: The residual interest in the Group II
Lower-Tier REMIC, beneficial ownership of which is represented by
the Residual
Certificate.
Class I-A-M1 Interest: A regular interest in the Middle-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class I-A-M3 Interest: A regular interest in the Middle-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class I-A-M6 Interest:
A regular interest in the Middle-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class I-A-M7 Interest: A regular interest in the Middle-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class I-A-M8 Interest: A regular interest in the Middle-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class I-A-MR Interest: The residual interest in the Middle-Tier
REMIC, beneficial ownership of which is represented by the Residual
Certificate.
Class I-A-MUR Interest: A regular interest in the Middle-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class I-A-R Certificate: The Certificate executed by the Paying
Agent and countersigned by the Authenticating Agent in
substantially the form
set forth in Exhibit A-I-A-R and Exhibit C hereto.
Class I-A-R Certificateholder: The registered holder of the
Class
I-A-R Certificate.
Class I-A-R Interest: The residual interest in the Upper-Tier
REMIC,
beneficial ownership of which is represented by the Residual
Certificate.
Class I-L Interest: A regular interest in the Crossed Group
Lower-Tier REMIC which is held as an asset of the Middle-Tier REMIC
and is
entitled to monthly distributions as provided in Section 4.01(a)(v)
hereof.
Class I-LS Interest: A regular interest in the Crossed Group
Lower-Tier REMIC which is held as an asset of the Middle-Tier REMIC
and is
entitled to monthly distributions as provided in Section 4.01(a)(v)
hereof.
Class II-A-1 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-II-A-1 and Exhibit C hereto.
Class II-A-1 Certificateholder: The registered holder of a
Class
II-A-1 Certificate.
Class II-A-1 Loss Amount: With respect to any Determination
Date
after the Subordination Depletion Date for Group II, the amount, if
any, by
which the Principal Balance of the Class II-A-1 Certificates would
be reduced as
a result of the application of the third sentence of the definition
of Principal
Balance.
Class II-A-1 Pass-Through Rate: With respect to each
Distribution
Date occurring prior to the Distribution Date in September 2011,
the Class
II-A-1 Pass-Through Rate will be the per annum rate equal to the
Net WAC of the
Group II Mortgage Loans minus 0.450%. On and after the Distribution
Date in
September 2011, the Class II-A-1 Pass-Through Rate will be a per
annum rate
equal to the Net WAC of the Group II Mortgage Loans.
Class II-A-2 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-II-A-2 and Exhibit C hereto.
Class II-A-2 Certificateholder: The registered holder of a
Class
II-A-2 Certificate.
Class II-A-2 Notional Amount: As to the first Distribution Date,
the
Original Class II-A-2 Notional Amount and, with respect to each
Distribution
Date prior to the Distribution Date in September 2011, an amount
equal to the
Principal Balance of the Class II-A-1 Certificates. On and after
the
Distribution Date in September 2011, the Class II-A-2 Notional
Amount will be
zero.
Class II-A-2 Pass-Through Rate: With respect to each
Distribution
Date occurring prior to the Distribution Date in September 2011,
the Class
II-A-2 Pass-Through Rate will be the per annum rate equal to
0.450%. On and
after the Distribution Date in September 2011, the Class II-A-2
Pass-Through
Rate will be zero.
Class II-A-3 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-II-A-3 and Exhibit C hereto.
Class II-A-3 Certificateholder: The registered holder of a
Class
II-A-3 Certificate.
Class II-A-3 Loss Amount: With respect to any Determination
Date
after the Subordination Depletion Date for Group II, the amount, if
any, by
which the Principal Balance of the Class II-A-3 Certificates would
be reduced as
a result of the application of the third sentence of the definition
of Principal
Balance.
Class II-A-4 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-II-A-4 and Exhibit C hereto.
Class II-A-4 Certificateholder: The registered holder of a
Class
II-A-4 Certificate.
Class II-A-4 Loss Allocation Amount: With respect to any
Determination Date after the Subordination Depletion Date for Group
II, the
lesser of (a) the Principal Balance of the Class II-A-4
Certificates with
respect to such Determination Date prior to any reduction for the
Class II-A-4
Loss Allocation Amount and (b) the sum of the Class II-A-1 Loss
Amount and Class
II-A-3 Loss Amount.
Class II-A-M1 Interest: A regular interest in the Middle-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class II-B Certificate: Any of the Class II-B-1 Certificates,
Class
II-B-2 Certificates, Class II-B-3 Certificates, Class II-B-4
Certificates, Class
II-B-5 Certificates or Class II-B-6 Certificates.
Class II-B Interest Accrual Amount: As to any Distribution Date,
the
sum of the Interest Accrual Amounts for the Classes of Class II-B
Certificates
with respect to such Distribution Date.
Class II-B Pass-Through Rate: As to any Distribution Date, the
Class
II-B Pass-Through Rate will be a per annum rate equal to the Net
WAC of the
Group II Mortgage Loans.
Class II-B Principal Balance: As of any date, an amount equal to
the
sum of the Class II-B-1 Principal Balance, Class II-B-2 Principal
Balance, Class
II-B-3 Principal Balance, Class II-B-4 Principal Balance, Class
II-B-5 Principal
Balance and Class II-B-6 Principal Balance.
Class II-B-1 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit B-II-B-1 and Exhibit C hereto.
Class II-B-1 Certificateholder: The registered holder of a
Class
II-B-1 Certificate.
Class II-B-1 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class II-B-1
Certificates pursuant to
Paragraphs first, second and third of Section 4.01(a)(ii).
Class II-B-1 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class II-B-1
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class II-B-1 Certificates on such Distribution Date pursuant
to Paragraph
first of Section 4.01(a)(ii).
Class II-B-1 Optimal Principal Amount: As to any Distribution
Date
and each Group II Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class II-B-1 Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Class II-B-1 Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class II-B-1 Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Class II-B-1 Percentage of the Substitution Principal
Amount
with respect to each Group II Mortgage Loan for which a
Mortgage
Loan was
substituted during the one month period ending on the day
preceding
the Determination Date for such Distribution Date, less the
amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Mortgage Loan for which a Mortgage
Loan
was
substituted; and
(II) the Class II-B-1 Prepayment Percentage of the Recovery for
Loan Group II
for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class II-B-1 Optimal
Principal Amount
will equal the lesser of (A) the Class II-B-1 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class II-B-1 Certificates.
Class II-B-1 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group II Subordinated Percentage
by (ii) a
fraction, the numerator of which is the Class II-B-1 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Class II-B Principal Balance.
Class II-B-1 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage calculated
by
multiplying (i) the Group II Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class II-B-1 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Class II-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Class II-B
Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
II-B-1
Certificates are the only Class II-B Certificates eligible to
receive such
unscheduled principal distributions in accordance with Section
4.01(d)(i), the
Class II-B-1 Prepayment Percentage for such unscheduled principal
distributions
for such Distribution Date will be one.
Class II-B-1 Principal Balance: As to the first Determination
Date,
the Original Class II-B-1 Principal Balance. As of any subsequent
Determination
Date, the Original Class II-B-1 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class II-B-1 Certificates
on prior
Distribution Dates (A) pursuant to Paragraph third of Section
4.01(a)(ii) and
(B) as a result of a Principal Adjustment; provided, however, if
the Class
II-B-1 Certificates are the most subordinate Class II-B
Certificates
outstanding, the Class II-B-1 Principal Balance will equal the
difference, if
any, between the Group II Adjusted Pool Amount as of the preceding
Distribution
Date less the Group II-A Principal Balance as of such Determination
Date.
Class II-B-1 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class II-B-1
Certificates
pursuant to Paragraph third of Section 4.01(a)(ii).
Class II-B-1 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class II-B-1
Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class II-B-1 Certificates on prior
Distribution
Dates pursuant to Paragraph second of Section 4.01(a)(ii).
Class II-B-2 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit B-II-B-2 and Exhibit C hereto.
Class II-B-2 Certificateholder: The registered holder of a
Class
II-B-2 Certificate.
Class II-B-2 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class II-B-2
Certificates pursuant to
Paragraphs fourth, fifth and sixth of Section 4.01(a)(ii).
Class II-B-2 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class II-B-2
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class II-B-2 Certificates on such Distribution Date pursuant
to Paragraph
fourth of Section 4.01(a)(ii).
Class II-B-2 Optimal Principal Amount: As to any Distribution
Date
and each Group II Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class II-B-2 Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Class II-B-2 Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class II-B-2 Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Class II-B-2 Percentage of the Substitution Principal
Amount
with respect to each Group II Mortgage Loan for which a
Mortgage
Loan was
substituted during the one month period ending on the day
preceding
the Determination Date for such Distribution Date, less the
amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Mortgage Loan for which a Mortgage
Loan
was
substituted; and
(II) the Class II-B-2 Prepayment Percentage of the Recovery for
Loan Group II
for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class II-B-2 Optimal
Principal Amount
will equal the lesser of (A) the Class II-B-2 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class II-B-2 Certificates.
Class II-B-2 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group II Subordinated Percentage
by (ii) a
fraction, the numerator of which is the Class II-B-2 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Class II-B Principal Balance.
Class II-B-2 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage calculated
by
multiplying (i) the Group II Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class II-B-2 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Class II-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Class II-B
Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
II-B-2
Certificates are not eligible to receive such unscheduled
principal
distributions in accordance with Section 4.01(d)(i), the Class
II-B-2 Prepayment
Percentage for such unscheduled principal distributions for such
Distribution
Date will be zero.
Class II-B-2 Principal Balance: As to the first Determination
Date,
the Original Class II-B-2 Principal Balance. As of any subsequent
Determination
Date, the Original Class II-B-2 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class II-B-2 Certificates
on prior
Distribution Dates (A) pursuant to Paragraph sixth of Section
4.01(a)(ii) and
(B) as a result of a Principal Adjustment; provided, however, if
the Class
II-B-2 Certificates are the most subordinate Class II-B
Certificates
outstanding, the Class II-B-2 Principal Balance will equal the
difference, if
any, between the Group II Adjusted Pool Amount as of the preceding
Distribution
Date less the sum of the Group II-A Principal Balance and the Class
II-B-1
Principal Balance as of such Determination Date.
Class II-B-2 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class II-B-2
Certificates
pursuant to Paragraph sixth of Section 4.01(a)(ii).
Class II-B-2 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class II-B-2
Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class II-B-2 Certificates on prior
Distribution
Dates pursuant to Paragraph fifth of Section 4.01(a)(ii).
Class II-B-3 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit B-II-B-3 and Exhibit C hereto.
Class II-B-3 Certificateholder: The registered holder of a
Class
II-B-3 Certificate.
Class II-B-3 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class II-B-3
Certificates pursuant to
Paragraphs seventh, eighth and ninth of Section 4.01(a)(ii).
Class II-B-3 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class II-B-3
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class II-B-3 Certificates on such Distribution Date pursuant
to Paragraph
seventh of Section 4.01(a)(ii).
Class II-B-3 Optimal Principal Amount: As to any Distribution
Date
and each Group II Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class II-B-3 Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Class II-B-3 Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class II-B-3 Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Class II-B-3 Percentage of the Substitution Principal
Amount
with respect to each Group II Mortgage Loan for which a
Mortgage
Loan was
substituted during the one month period ending on the day
preceding
the Determination Date for such Distribution Date, less the
amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Mortgage Loan for which a Mortgage
Loan
was
substituted; and
(II) the Class II-B-3 Prepayment Percentage of the Recovery for
Loan Group II
for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class II-B-3 Optimal
Principal Amount
will equal the lesser of (A) the Class II-B-3 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class II-B-3 Certificates.
Class II-B-3 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group II Subordinated Percentage
by (ii) a
fraction, the numerator of which is the Class II-B-3 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Class II-B Principal Balance.
Class II-B-3 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage calculated
by
multiplying (i) the Group II Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class II-B-3 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Class II-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Class II-B
Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
II-B-3
Certificates are not eligible to receive such unscheduled
principal
distributions in accordance with Section 4.01(d)(i), the Class
II-B-3 Prepayment
Percentage for such unscheduled principal distributions for such
Distribution
Date will be zero.
Class II-B-3 Principal Balance: As to the first Determination
Date,
the Original Class II-B-3 Principal Balance. As of any subsequent
Determination
Date, the Original Class II-B-3 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class II-B-3 Certificates
on prior
Distribution Dates (A) pursuant to Paragraph ninth of Section
4.01(a)(ii) and
(B) as a result of a Principal Adjustment; provided, however, if
the Class
II-B-3 Certificates are the most subordinate Class II-B
Certificates
outstanding, the Class II-B-3 Principal Balance will equal the
difference, if
any, between the Group II Adjusted Pool Amount as of the preceding
Distribution
Date less the sum of the Group II-A Principal Balance, the Class
II-B-1
Principal Balance and the Class II-B-2 Principal Balance as of
such
Determination Date.
Class II-B-3 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class II-B-3
Certificates
pursuant to Paragraph ninth of Section 4.01(a)(ii).
Class II-B-3 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class II-B-3
Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class II-B-3 Certificates on prior
Distribution
Dates pursuant to Paragraph eighth of Section 4.01(a)(ii).
Class II-B-4 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit B-II-B-4 and Exhibit C hereto.
Class II-B-4 Certificateholder: The registered holder of a
Class
II-B-4 Certificate.
Class II-B-4 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class II-B-4
Certificates pursuant to
Paragraphs tenth, eleventh and twelfth of Section 4.01(a)(ii).
Class II-B-4 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class II-B-4
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class II-B-4 Certificates on such Distribution Date pursuant
to Paragraph
tenth of Section 4.01(a)(ii).
Class II-B-4 Optimal Principal Amount: As to any Distribution
Date
and each Group II Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class II-B-4 Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Class II-B-4 Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class II-B-4 Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Class II-B-4 Percentage of the Substitution Principal
Amount
with respect to each Group II Mortgage Loan for which a
Mortgage
Loan was
substituted during the one month period ending on the day
preceding
the Determination Date for such Distribution Date, less the
amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Mortgage Loan for which a Mortgage
Loan
was
substituted; and
(II) the Class II-B-4 Prepayment Percentage of the Recovery for
Loan Group II
for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class II-B-4 Optimal
Principal Amount
will equal the lesser of (A) the Class II-B-4 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class II-B-4 Certificates.
Class II-B-4 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group II Subordinated Percentage
by (ii) a
fraction, the numerator of which is the Class II-B-4 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Class II-B Principal Balance.
Class II-B-4 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage calculated
by
multiplying (i) the Group II Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class II-B-4 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Class II-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Class II-B
Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
II-B-4
Certificates are not eligible to receive such unscheduled
principal
distributions in accordance with Section 4.01(d)(i), the Class
II-B-4 Prepayment
Percentage for such unscheduled principal distributions for such
Distribution
Date will be zero.
Class II-B-4 Principal Balance: As to the first Determination
Date,
the Original Class II-B-4 Principal Balance. As of any subsequent
Determination
Date, the Original Class II-B-4 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class II-B-4 Certificates
on prior
Distribution Dates (A) pursuant to Paragraph twelfth of Section
4.01(a)(ii) and
(B) as a result of a Principal Adjustment; provided, however, if
the Class
II-B-4 Certificates are the most subordinate Class II-B
Certificates
outstanding, the Class II-B-4 Principal Balance will equal the
difference, if
any, between the Group II Adjusted Pool Amount as of the preceding
Distribution
Date less the sum of the Group II-A Principal Balance, the Class
II-B-1
Principal Balance, the Class II-B-2 Principal Balance and the Class
II-B-3
Principal Balance as of such Determination Date.
Class II-B-4 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class II-B-4
Certificates
pursuant to Paragraph twelfth of Section 4.01(a)(ii).
Class II-B-4 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class II-B-4
Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class II-B-4 Certificates on prior
Distribution
Dates pursuant to Paragraph eleventh of Section 4.01(a)(ii).
Class II-B-5 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit B-II-B-5 and Exhibit C hereto.
Class II-B-5 Certificateholder: The registered holder of a
Class
II-B-5 Certificate.
Class II-B-5 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class II-B-5
Certificates pursuant to
Paragraphs thirteenth, fourteenth and fifteenth of Section
4.01(a)(ii).
Class II-B-5 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class II-B-5
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class II-B-5 Certificates on such Distribution Date pursuant
to Paragraph
thirteenth of Section 4.01(a)(ii).
Class II-B-5 Optimal Principal Amount: As to any Distribution
Date
and each Group II Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class II-B-5 Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Class II-B-5 Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class II-B-5 Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Class II-B-5 Percentage of the Substitution Principal
Amount
with respect to each Group II Mortgage Loan for which a
Mortgage
Loan was
substituted during the one month period ending on the day
preceding
the Determination Date for such Distribution Date, less the
amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Mortgage Loan for which a Mortgage
Loan
was
substituted; and
(II) the Class II-B-5 Prepayment Percentage of the Recovery for
Loan Group II
for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class II-B-5 Optimal
Principal Amount
will equal the lesser of (A) the Class II-B-5 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class II-B-5 Certificates.
Class II-B-5 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group II Subordinated Percentage
by (ii) a
fraction, the numerator of which is the Class II-B-5 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Class II-B Principal Balance.
Class II-B-5 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage calculated
by
multiplying (i) the Group II Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class II-B-5 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Class II-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Class II-B
Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
II-B-5
Certificates are not eligible to receive such unscheduled
principal
distributions in accordance with Section 4.01(d)(i), the Class
II-B-5 Prepayment
Percentage for such unscheduled principal distributions for such
Distribution
Date will be zero.
Class II-B-5 Principal Balance: As to the first Determination
Date,
the Original Class II-B-5 Principal Balance. As of any subsequent
Determination
Date, the Original Class II-B-5 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class II-B-5 Certificates
on prior
Distribution Dates (A) pursuant to Paragraph fifteenth of Section
4.01(a)(ii)
and (B) as a result of a Principal Adjustment; provided, however,
if the Class
II-B-5 Certificates are the most subordinate Class II-B
Certificates
outstanding, the Class II-B-5 Principal Balance will equal the
difference, if
any, between the Group II Adjusted Pool Amount as of the preceding
Distribution
Date less the sum of the Group II-A Principal Balance, the Class
II-B-1
Principal Balance, the Class II-B-2 Principal Balance, the Class
II-B-3
Principal Balance and the Class II-B-4 Principal Balance as of
such
Determination Date.
Class II-B-5 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class II-B-5
Certificates
pursuant to Paragraph fifteenth of Section 4.01(a)(ii).
Class II-B-5 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class II-B-5
Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class II-B-5 Certificates on prior
Distribution
Dates pursuant to Paragraph fourteenth of Section 4.01(a)(ii).
Class II-B-6 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit B-II-B-6 and Exhibit C hereto.
Class II-B-6 Certificateholder: The registered holder of a
Class
II-B-6 Certificate.
Class II-B-6 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class II-B-6
Certificates pursuant to
Paragraphs sixteenth, seventeenth and eighteenth of Section
4.01(a)(ii).
Class II-B-6 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class II-B-6
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class II-B-6 Certificates on such Distribution Date pursuant
to Paragraph
sixteenth of Section 4.01(a)(ii).
Class II-B-6 Optimal Principal Amount: As to any Distribution
Date
and each Group II Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class II-B-6 Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Class II-B-6 Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled
Principal Receipt Period relating to such Distribution Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class II-B-6 Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Class II-B-6 Percentage of the Substitution Principal
Amount
with respect to each Group II Mortgage Loan for which a
Mortgage
Loan was
substituted during the one month period ending on the day
preceding
the Determination Date for such Distribution Date, less the
amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Mortgage Loan for which a Mortgage
Loan
was
substituted; and
(II) the Class II-B-6 Prepayment Percentage of the Recovery for
Loan Group II
for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class II-B-6 Optimal
Principal Amount
will equal the lesser of (A) the Class II-B-6 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class II-B-6 Certificates.
Class II-B-6 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group II Subordinated Percentage
by (ii) a
fraction, the numerator of which is the Class II-B-6 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Class II-B Principal Balance.
Class II-B-6 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage calculated
by
multiplying (i) the Group II Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class II-B-6 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Class II-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Class II-B
Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
II-B-6
Certificates are not eligible to receive such unscheduled
principal
distributions in accordance with Section 4.01(d)(i), the Class
II-B-6 Prepayment
Percentage for such unscheduled principal distributions for such
Distribution
Date will be zero.
Class II-B-6 Principal Balance: As to the first Determination
Date,
the Original Class II-B-6 Principal Balance. As of any subsequent
Determination
Date, the Original Class II-B-6 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class II-B-6 Certificates
on prior
Distribution Dates pursuant to Paragraph eighteenth of Section
4.01(a)(ii);
provided, however, if the Class II-B-6 Certificates are
outstanding, the Class
II-B-6 Principal Balance will equal the difference, if any, between
the Group II
Adjusted Pool Amount as of the preceding Distribution Date less the
sum of the
Group II-A Principal Balance, the Class II-B-1 Principal Balance,
the Class
II-B-2 Principal Balance, the Class II-B-3 Principal Balance, the
Class II-B-4
Principal Balance and the Class II-B-5 Principal Balance as of
such
Determination Date.
Class II-B-6 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class II-B-6
Certificates
pursuant to Paragraph eighteenth of Section 4.01(a)(ii).
Class II-B-6 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class II-B-6
Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class II-B-6 Certificates on prior
Distribution
Dates pursuant to Paragraph seventeenth of Section 4.01(a)(ii).
Class II-L Interest: The regular interest in the Group II
Lower-Tier
REMIC which is held as an asset of the Middle-Tier REMIC and is
entitled to
monthly distributions as provided in Section 4.01(a)(vi)
hereof.
Class III-A-1 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-III-A-1 and Exhibit C hereto.
Class III-A-1 Certificateholder: The registered holder of a
Class
III-A-1 Certificate.
Class III-A-1 Loss Amount: With respect to any Determination
Date
after the Subordination Depletion Date for the Crossed Groups, the
amount, if
any, by which the Principal Balance of the Class III-A-1
Certificates would be
reduced as a result of the application of the third sentence of the
definition
of Principal Balance.
Class III-A-1
Pass-Through Rate: With respect to each Distribution
Date prior to the Distribution Date in September 2016, the Class
III-A-1
Pass-Through Rate will be the lesser of (i) the per annum rate of
6.000% and
(ii) a per annum rate equal to the Net WAC of the Group III
Mortgage Loans. On
and after the Distribution Date in September 2016, the Class
III-A-1
Pass-Through Rate with respect to each Distribution Date will be a
per annum
rate equal to the Net WAC of the Group III Mortgage Loans.
Class
III-A-2 Certificate: Any one of the Certificates executed by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-III-A-2 and Exhibit C hereto.
Class III-A-2 Certificateholder: The registered holder of a
Class
III-A-2 Certificate.
Class III-A-2 Loss Allocation Amount: With respect to any
Determination Date after the Subordination Depletion Date for the
Crossed
Groups, the lesser of (a) the Principal Balance of the Class
III-A-2
Certificates with respect to such Determination Date prior to any
reduction for
the Class III-A-2 Loss Allocation Amount and (b) the Class III-A-1
Loss Amount.
Class III-A-2 Pass-Through Rate: With respect to each
Distribution
Date prior to the Distribution Date in September 2016, the Class
III-A-2
Pass-Through Rate will be the lesser of (i) the per annum rate of
6.000% and
(ii) a per annum rate equal to the Net WAC of the Group III
Mortgage Loans. On
and after the Distribution Date in September 2016, the Class
III-A-2
Pass-Through Rate with respect to each Distribution Date will be a
per annum
rate equal to the Net WAC of the Group III Mortgage Loans.
Class III-A-3 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-I-A-1 and Exhibit C hereto.
Class III-A-3 Certificateholder: The registered holder of a
Class
III-A-3 Certificate.
Class III-A-3 Notional Amount: As to the first Distribution
Date,
the Original Class III-A-3 Notional Amount and, with respect to
each
Distribution Date prior to the Distribution Date in September 2016,
an amount
equal to the sum of the Principal Balances of the Class III-A-1 and
Class
III-A-2 Certificates. On and after the Distribution Date in
September 2016, the
Class III-A-3 Notional Amount will be zero.
Class III-A-3 Pass-Through Rate: With respect to each
Distribution
Date prior to the Distribution Date in September 2016, the Class
III-A-3
Pass-Through Rate will be a per annum rate equal to the excess, if
any, of (i)
the Net WAC of the Group III Mortgage Loans over (ii) the Class A
Pass-Through
Rate for the Class III-A-1 and Class III-A-2 Certificates. On and
after the
Distribution Date in September 2016, the Class III-A-3 Pass-Through
Rate will be
zero.
Class III-A-M1 Interest: A regular interest in the Middle-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class III-L Interest: A regular interest in the Crossed Group
Lower-Tier REMIC which is held as an asset of the Middle-Tier REMIC
and is
entitled to monthly distributions as provided in Section 4.01(a)(v)
hereof.
Class III-LS Interest: A regular interest in the Crossed Group
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and is
entitled to monthly distributions as provided in Section 4.01(a)(v)
hereof.
Class A Certificate: Any of the Group I-A Certificates, Group
II-A
Certificates or Group III-A Certificates.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Pass-Through Rate: As to any Distribution Date and the
Class
I-A-3 and Class I-A-R Certificates, the Class A Pass-Through Rate
will be a per
annum rate equal to Net WAC of the Group I Mortgage Loans. As to
any
Distribution Date and the Class I-A-4 Certificates, the Class A
Pass-Through
Rate will be a per annum rate equal to Net WAC of the Group I
Mortgage Loans
plus 0.55731%. As to any Distribution Date and the Class I-A-5
Certificates, the
Class A Pass-Through Rate will be a per annum rate equal to Net WAC
of the Group
I Mortgage Loans minus 0.55731%. As to any Distribution Date and
the Class
II-A-3 and Class II-A-4 Certificates, the Class A Pass-Through Rate
will be a
per annum rate equal to Net WAC of the Group II Mortgage Loans. As
to any
Distribution Date and the Class I-A-1, Class I-A-2, Class I-A-6,
Class I-A-7,
Class I-A-8, Class I-A-9, Class I-A-10, Class II-A-1, Class II-A-2,
Class
III-A-1, Class III-A-2 or Class III-A-3 Certificates, the Class A
Pass-Through
Rate will be the Class I-A-1 Pass-Through Rate, Class I-A-2
Pass-Through Rate,
Class I-A-6 Pass-Through Rate, Class I-A-7 Pass-Through Rate, Class
I-A-8
Pass-Through Rate, Class I-A-9 Pass-Through Rate, Class I-A-10
Pass-Through
Rate, Class II-A-1 Pass-Through Rate, Class II-A-2 Pass-Through
Rate, Class
III-A-1 Pass-Through Rate, Class III-A-2 Pass-Through Rate or Class
III-A-3
Pass-Through Rate, respectively.
Class A Unpaid Interest Shortfall: As to any Distribution Date
and
any Class of Class A Certificates of a Group, the amount, if any,
by which the
Group I-A Interest Shortfall Amounts, Group II-A Interest Shortfall
Amounts or
Group III-A Interest Shortfall Amounts for such Class of such Group
for prior
Distribution Dates is in excess of the amounts distributed in
respect of such
Class of such Group on prior Distribution Dates pursuant to
Paragraph second of
Section 4.01(a)(i).
Class B Certificate: Any one of the Class Cr-B-1 Certificates,
Class
Cr-B-2 Certificates, Class Cr-B-3 Certificates, Class Cr-B-4
Certificates, Class
Cr-B-5 Certificates, Class Cr-B-6 Certificates, Class II-B-1
Certificates, Class
II-B-2 Certificates, Class II-B-3 Certificates, Class II-B-4
Certificates, Class
II-B-5 Certificates or Class II-B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class Cr-B-1
Distribution
Amount, Class Cr-B-2 Distribution Amount, Class Cr-B-3 Distribution
Amount,
Class Cr-B-4 Distribution Amount, Class Cr-B-5 Distribution Amount,
Class Cr-B-6
Distribution Amount, Class II-B-1 Distribution Amount, Class II-B-2
Distribution
Amount, Class II-B-3 Distribution Amount, Class II-B-4 Distribution
Amount,
Class II-B-5 Distribution Amount or Class II-B-6 Distribution
Amount.
Class B Interest Percentage: With respect to any Distribution
Date
and any Class of Class B Certificates, the percentage calculated by
dividing the
Interest Accrual Amount of such Class (determined without regard to
clause (ii)
of the definition thereof) by the Class Cr-B Interest Accrual
Amount or Class
II-B Interest Accrual Amount, as applicable (determined without
regard to clause
(ii) of the definition of each Interest Accrual Amount).
Class B Interest Shortfall Amount: Any of the Class Cr-B-1
Interest
Shortfall Amount, Class Cr-B-2 Interest Shortfall Amount, Class
Cr-B-3 Interest
Shortfall Amount, Class Cr-B-4 Interest Shortfall Amount, Class
Cr-B-5 Interest
Shortfall Amount, Class Cr-B-6 Interest Shortfall Amount, Class
II-B-1 Interest
Shortfall Amount, Class II-B-2 Interest Shortfall Amount, Class
II-B-3 Interest
Shortfall Amount, Class II-B-4 Interest Shortfall Amount, Class
II-B-5 Interest
Shortfall Amount or Class II-B-6 Interest Shortfall Amount.
Class B Optimal Principal Amount: Any of the Class Cr-B-1
Optimal
Principal Amount, Class Cr-B-2 Optimal Principal Amount, Class
Cr-B-3 Optimal
Principal Amount, Class Cr-B-4 Optimal Principal Amount, Class
Cr-B-5 Optimal
Principal Amount, Class Cr-B-6 Optimal Principal Amount, Class
II-B-1 Optimal
Principal Amount, Class II-B-2 Optimal Principal Amount, Class
II-B-3 Optimal
Principal Amount, Class II-B-4 Optimal Principal Amount, Class
II-B-5 Optimal
Principal Amount or Class II-B-6 Optimal Principal Amount.
Class B Pass-Through Rate: Either the Class Cr-B Pass-Through
Rate
or the Class II-B Pass-Through Rate.
Class B Principal Distribution Amount: Any of the Class Cr-B-1
Principal Distribution Amount, Class Cr-B-2 Principal Distribution
Amount, Class
Cr-B-3 Principal Distribution Amount, Class Cr-B-4 Principal
Distribution
Amount, Class Cr-B-5 Principal Distribution Amount, Class Cr-B-6
Principal
Distribution Amount, Class II-B-1 Principal Distribution Amount,
Class II-B-2
Principal Distribution Amount, Class II-B-3 Principal Distribution
Amount, Class
II-B-4 Principal Distribution Amount, Class II-B-5 Principal
Distribution Amount
or Class II-B-6 Principal Distribution Amount.
Class B Unpaid Interest Shortfall: Any of the Class Cr-B-1
Unpaid
Interest Shortfall, Class Cr-B-2 Unpaid Interest Shortfall, Class
Cr-B-3 Unpaid
Interest Shortfall, Class Cr-B-4 Unpaid Interest Shortfall, Class
Cr-B-5 Unpaid
Interest Shortfall, Class Cr-B-6 Unpaid Interest Shortfall, Class
II-B-1 Unpaid
Interest Shortfall, Class II-B-2 Unpaid Interest Shortfall, Class
II-B-3 Unpaid
Interest Shortfall, Class II-B-4 Unpaid Interest Shortfall, Class
II-B-5 Unpaid
Interest Shortfall or Class II-B-6 Unpaid Interest Shortfall.
Class Cr-B Certificate: Any of the Class Cr-B-1 Certificates,
Class
Cr-B-2 Certificates, Class Cr-B-3 Certificates, Class Cr-B-4
Certificates, Class
Cr-B-5 Certificates or Class Cr-B-6 Certificates.
Class Cr-B Interest Accrual Amount: As to any Distribution Date,
the
sum of the Interest Accrual Amounts for the Classes of Class Cr-B
Certificates
with respect to such Distribution Date.
Class Cr-B Loan Group Optimal Principal Amount: Either of the
Class
Cr-B Loan Group I Optimal Principal Amount or Class Cr-B Loan Group
III Optimal
Principal Amount.
Class Cr-B Loan Group I Optimal Principal Amount: Any of the
Class
Cr-B-1, Class Cr-B-2, Class Cr-B-3, Class Cr-B-4, Class Cr-B-5 or
Class Cr-B-6
Loan Group I Optimal Principal Amounts.
Class Cr-B Loan Group III Optimal Principal Amount: Any of the
Class
Cr-B-1, Class Cr-B-2, Class Cr-B-3, Class Cr-B-4, Class Cr-B-5 or
Class Cr-B-6
Loan Group III Optimal Principal Amounts.
Class Cr-B Pass-Through Rate: As to any Distribution Date, the
Class
Cr-B Pass-Through Rate will be a per annum rate equal to the
weighted average
(based on the Group Subordinate Amount for each Crossed Loan Group)
of the Net
WACs of the Crossed Loan Groups.
Class Cr-B Principal Balance: As of any date, an amount equal to
the
sum of the Class Cr-B-1 Principal Balance, Class Cr-B-2 Principal
Balance, Class
Cr-B-3 Principal Balance, Class Cr-B-4 Principal Balance, Class
Cr-B-5 Principal
Balance and Class Cr-B-6 Principal Balance.
Class Cr-B-1 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit B-Cr-B-1 and Exhibit C hereto.
Class Cr-B-1 Certificateholder: The registered holder of a
Class
Cr-B-1 Certificate.
Class Cr-B-1 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class Cr-B-1
Certificates pursuant to
Paragraphs first, second and third of Section 4.01(a)(ii).
Class Cr-B-1 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class Cr-B-1
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class Cr-B-1 Certificates on such Distribution Date pursuant
to Paragraph
first of Section 4.01(a)(ii).
Class Cr-B-1 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-1 Optimal Principal Amount
calculated only
with respect to Group I Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-1 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-1 Optimal Principal Amount
calculated only
with respect to Group III Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-1 Optimal Principal Amount: As to any Distribution
Date
and each Crossed Group Mortgage Loan that is an Outstanding
Mortgage Loan, an
amount equal to the sum of (I) the sum of:
(i) the Group I Class Cr-B-1 Percentage (with respect to each
such
Group I
Mortgage Loan) or the Group III Class Cr-B-1 Percentage (with
respect to
each such Group III Mortgage Loan) of the principal portion of
the
Monthly Payment due on the Due Date occurring in the month of
such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class Cr-B-1 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or the Group III Class Cr-B-1 Prepayment
Percentage
(with respect to each such Group III Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were
received
by a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class Cr-B-1 Prepayment Percentage (with
respect
to each
such Group I Mortgage Loan) or the Group III Class Cr-B-1
Prepayment
Percentage (with respect to each such Group III Mortgage Loan)
of the
Scheduled Principal Balance of such Mortgage Loan which, during
the
one month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Depositor pursuant to
Section
2.02, 2.03 or 3.08; and
(iv) the Group I Class Cr-B-1 Percentage (with respect to each
such
Group I
Mortgage Loan) or the Group III Class Cr-B-1 Percentage (with
respect to
each such Group III Mortgage Loan) of the Substitution
Principal
Amount with respect to each Mortgage Loan for which a Mortgage
Loan was
substituted during the one month period ending on the day
preceding
the Determination Date for such Distribution Date, less the
amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Mortgage Loan for which a Mortgage
Loan
was
substituted; and
(II) the Group I Class Cr-B-1 Prepayment Percentage or Group III
Class Cr-B-1
Prepayment Percentage, as applicable, of the related Recovery for
each Crossed
Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class Cr-B-1 Optimal
Principal Amount
will equal the lesser of (A) the Class Cr-B-1 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class Cr-B-1 Certificates.
Class Cr-B-1 Principal Balance: As to the first Determination
Date,
the Original Class Cr-B-1 Principal Balance. As of any subsequent
Determination
Date, the Original Class Cr-B-1 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class Cr-B-1 Certificates
on prior
Distribution Dates (A) pursuant to Paragraph third of Section
4.01(a)(ii) and
(B) as a result of a Principal Adjustment; provided, however, if
the Class
Cr-B-1 Certificates are the most subordinate Class Cr-B
Certificates
outstanding, the Class Cr-B-1 Principal Balance will equal the
difference, if
any, between the Aggregate Crossed Group Adjusted Pool Amount as of
the
preceding Distribution Date less the Aggregate Crossed Group Class
A Principal
Balance as of such Determination Date.
Class Cr-B-1 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class Cr-B-1
Certificates
pursuant to Paragraph third of Section 4.01(a)(ii).
Class Cr-B-1 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class Cr-B-1
Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class Cr-B-1 Certificates on prior
Distribution
Dates pursuant to Paragraph second of Section 4.01(a)(ii).
Class Cr-B-2 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit B-CR-B-2 and Exhibit C hereto.
Class Cr-B-2 Certificateholder: The registered holder of a
Class
Cr-B-2 Certificate.
Class Cr-B-2 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class Cr-B-2
Certificates pursuant to
Paragraphs fourth, fifth and sixth of Section 4.01(a)(ii).
Class Cr-B-2 Interest
Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class Cr-B-2
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class Cr-B-2 Certificates on such Distribution Date pursuant
to Paragraph
fourth of Section 4.01(a)(ii).
Class Cr-B-2 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-2 Optimal Principal Amount
calculated only
with respect to Group I Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-2 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-2 Optimal Principal Amount
calculated only
with respect to Group III Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-2 Optimal Principal Amount: As to any Distribution
Date
and each Crossed Group Mortgage Loan that is an Outstanding
Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i) the Group I Class Cr-B-2 Percentage (with respect to each
such
Group I
Mortgage Loan) or the Group III Class Cr-B-2 Percentage (with
respect to
each such Group III Mortgage Loan) of the principal portion of
the
Monthly Payment due on the Due Date occurring in the month of
such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class Cr-B-2 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or the Group III Class Cr-B-2 Prepayment
Percentage
(with respect to each such Group III Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were
received
by a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class Cr-B-2 Prepayment Percentage (with
respect
to each
such Group I Mortgage Loan) or the Group III Class Cr-B-2
Prepayment
Percentage (with respect to each such Group III Mortgage Loan)
of the
Scheduled Principal Balance of such Mortgage Loan which, during
the
one month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Depositor pursuant to
Section
2.02, 2.03 or 3.08; and
(iv) the Group I Class Cr-B-2 Percentage (with respect to each
such
Group I
Mortgage Loan) or the Group III Class Cr-B-2 Percentage (with
respect to
each such Group III Mortgage Loan) of the Substitution
Principal
Amount with respect to each Mortgage Loan for which a Mortgage
Loan was
substituted during the one month period ending on the day
preceding
the Determination Date for such Distribution Date, less the
amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Mortgage Loan for which a Mortgage
Loan
was
substituted; and
(II) the Group I Class Cr-B-2 Prepayment Percentage or Group III
Class Cr-B-2
Prepayment Percentage, as applicable, of the related Recovery for
each Crossed
Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class Cr-B-2 Optimal
Principal Amount
will equal the lesser of (A) the Class Cr-B-2 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class Cr-B-2 Certificates.
Class Cr-B-2 Principal Balance: As to the first Determination
Date,
the Original Class Cr-B-2 Principal Balance. As of any subsequent
Determination
Date, the Original Class Cr-B-2 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class Cr-B-2 Certificates
on prior
Distribution Dates (A) pursuant to Paragraph sixth of Section
4.01(a)(ii) and
(B) as a result of a Principal Adjustment; provided, however, if
the Class
Cr-B-2 Certificates are the most subordinate Class Cr-B
Certificates
outstanding, the Class Cr-B-2 Principal Balance will equal the
difference, if
any, between the Aggregate Crossed Group Adjusted Pool Amount as of
the
preceding Distribution Date less the sum of the Aggregate Crossed
Group Class A
Principal Balance and the Class Cr-B-1 Principal Balance as of
such
Determination Date.
Class Cr-B-2 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class Cr-B-2
Certificates
pursuant to Paragraph sixth of Section 4.01(a)(ii).
Class Cr-B-2 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class Cr-B-2
Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class Cr-B-2 Certificates on prior
Distribution
Dates pursuant to Paragraph fifth of Section 4.01(a)(ii).
Class Cr-B-3 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit B-CR-B-3 and Exhibit C hereto.
Class Cr-B-3 Certificateholder: The registered holder of a
Class
Cr-B-3 Certificate.
Class Cr-B-3 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class Cr-B-3
Certificates pursuant to
Paragraphs seventh, eighth and ninth of Section 4.01(a)(ii).
Class Cr-B-3 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class Cr-B-3
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class Cr-B-3 Certificates on such Distribution Date pursuant
to Paragraph
seventh of Section 4.01(a)(ii).
Class Cr-B-3 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-3 Optimal Principal Amount
calculated only
with respect to Group I Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-3 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-3 Optimal Principal Amount
calculated only
with respect to Group III Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-3 Optimal Principal Amount: As to any Distribution
Date
and each Crossed Group Mortgage Loan that is an Outstanding
Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i) the Group I Class Cr-B-3 Percentage (with respect to each
such
Group I
Mortgage Loan) or the Group III Class Cr-B-3 Percentage (with
respect to
each such Group III Mortgage Loan) of the principal portion of
the
Monthly Payment due on the Due Date occurring in the month of
such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class Cr-B-3 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or the Group III Class Cr-B-3 Prepayment
Percentage
(with respect to each such Group III Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were
received
by a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class Cr-B-3 Prepayment Percentage (with
respect
to each
such Group I Mortgage Loan) or the Group III Class Cr-B-3
Prepayment
Percentage (with respect to each such Group III Mortgage Loan)
of the
Scheduled Principal Balance of such Mortgage Loan which, during
the
one month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Depositor pursuant to
Section
2.02, 2.03 or 3.08; and
(iv) the Group I Class Cr-B-3 Percentage (with respect to each
such
Group I
Mortgage Loan) or the Group III Class Cr-B-3 Percentage (with
respect to
each such Group III Mortgage Loan) of the Substitution
Principal
Amount with respect to each Mortgage Loan for which a Mortgage
Loan was
substituted during the one month period ending on the day
preceding
the Determination Date for such Distribution Date, less the
amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Mortgage Loan for which a Mortgage
Loan
was
substituted; and
(II) the Group I Class Cr-B-3 Prepayment Percentage or Group III
Class Cr-B-3
Prepayment Percentage, as applicable, of the related Recovery for
each Crossed
Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class Cr-B-3 Optimal
Principal Amount
will equal the lesser of (A) the Class Cr-B-3 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class Cr-B-3 Certificates.
Class Cr-B-3 Principal Balance: As to the first Determination
Date,
the Original Class Cr-B-3 Principal Balance. As of any subsequent
Determination
Date, the Original Class Cr-B-3 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class Cr-B-3 Certificates
on prior
Distribution Dates (A) pursuant to Paragraph ninth of Section
4.01(a)(ii) and
(B) as a result of a Principal Adjustment; provided, however, if
the Class
Cr-B-3 Certificates are the most subordinate Class Cr-B
Certificates
outstanding, the Class Cr-B-3 Principal Balance will equal the
difference, if
any, between the Aggregate Crossed Group Adjusted Pool Amount as of
the
preceding Distribution Date less the sum of the Aggregate Crossed
Group Class A
Principal Balance, the Class Cr-B-1 Principal Balance and the Class
Cr-B-2
Principal Balance as of such Determination Date.
Class Cr-B-3 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class Cr-B-3
Certificates
pursuant to Paragraph ninth of Section 4.01(a)(ii).
Class Cr-B-3 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class Cr-B-3
Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class Cr-B-3 Certificates on prior
Distribution
Dates pursuant to Paragraph eighth of Section 4.01(a)(ii).
Class Cr-B-4 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit B-CR-B-4 and Exhibit C hereto.
Class Cr-B-4 Certificateholder: The registered holder of a
Class
Cr-B-4 Certificate.
Class Cr-B-4 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class Cr-B-4
Certificates pursuant to
Paragraphs tenth, eleventh and twelfth of Section 4.01(a)(ii).
Class Cr-B-4 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class Cr-B-4
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class Cr-B-4 Certificates on such Distribution Date pursuant
to Paragraph
tenth of Section 4.01(a)(ii).
Class Cr-B-4 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-4 Optimal Principal Amount
calculated only
with respect to Group I Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-4 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-4 Optimal Principal Amount
calculated only
with respect to Group III Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-4 Optimal Principal Amount: As to any Distribution
Date
and each Crossed Group Mortgage Loan that is an Outstanding
Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i) the Group I Class Cr-B-4 Percentage (with respect to each
such
Group I
Mortgage Loan) or the Group III Class Cr-B-4 Percentage (with
respect to
each such Group III Mortgage Loan) of the principal portion of
the
Monthly Payment due on the Due Date occurring in the month of
such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class Cr-B-4 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or the Group III Class Cr-B-4 Prepayment
Percentage
(with respect to each such Group III Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were
received
by a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class Cr-B-4 Prepayment Percentage (with
respect
to each
such Group I Mortgage Loan) or the Group III Class Cr-B-4
Prepayment
Percentage (with respect to each such Group III Mortgage Loan)
of the
Scheduled Principal Balance of such Mortgage Loan which, during
the
one month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Depositor pursuant to
Section
2.02, 2.03 or 3.08; and
(iv) the Group I
Class Cr-B-4 Percentage (with respect to each such
Group I
Mortgage Loan) or the Group III Class Cr-B-4 Percentage (with
respect to
each such Group III Mortgage Loan) of the Substitution
Principal
Amount with respect to each Mortgage Loan for which a Mortgage
Loan was
substituted during the one month period ending on the day
preceding
the Determination Date for such Distribution Date, less the
amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Mortgage Loan for which a Mortgage
Loan
was
substituted; and
(II) the Group I Class Cr-B-4 Prepayment Percentage or Group III
Class Cr-B-4
Prepayment Percentage, as applicable, of the related Recovery for
each Crossed
Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class Cr-B-4 Optimal
Principal Amount
will equal the lesser of (A) the Class Cr-B-4 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class Cr-B-4 Certificates.
Class Cr-B-4 Principal Balance: As to the first Determination
Date,
the Original Class Cr-B-4 Principal Balance. As of any subsequent
Determination
Date, the Original Class Cr-B-4 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class Cr-B-4 Certificates
on prior
Distribution Dates (A) pursuant to Paragraph twelfth of Section
4.01(a)(ii) and
(B) as a result of a Principal Adjustment; provided, however, if
the Class
Cr-B-4 Certificates are the most subordinate Class Cr-B
Certificates
outstanding, the Class Cr-B-4 Principal Balance will equal the
difference, if
any, between the Aggregate Crossed Group Adjusted Pool Amount as of
the
preceding Distribution Date less the sum of the Aggregate Crossed
Group Class A
Principal Balance, the Class Cr-B-1 Principal Balance, the Class
Cr-B-2
Principal Balance and the Class Cr-B-3 Principal Balance as of
such
Determination Date.
Class Cr-B-4 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class Cr-B-4
Certificates
pursuant to Paragraph twelfth of Section 4.01(a)(ii).
Class Cr-B-4 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class Cr-B-4
Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class Cr-B-4 Certificates on prior
Distribution
Dates pursuant to Paragraph eleventh of Section 4.01(a)(ii).
Class Cr-B-5 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit B-CR-B-5 and Exhibit C hereto.
Class Cr-B-5 Certificateholder: The registered holder of a
Class
Cr-B-5 Certificate.
Class Cr-B-5 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class Cr-B-5
Certificates pursuant to
Paragraphs thirteenth, fourteenth and fifteenth of Section
4.01(a)(ii).
Class Cr-B-5 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class Cr-B-5
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class Cr-B-5 Certificates on such Distribution Date pursuant
to Paragraph
thirteenth of Section 4.01(a)(ii).
Class Cr-B-5 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-5 Optimal Principal Amount
calculated only
with respect to Group I Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-5 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-5 Optimal Principal Amount
calculated only
with respect to Group III Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-5 Optimal Principal Amount: As to any Distribution
Date
and each Crossed Group Mortgage Loan that is an Outstanding
Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i) the Group I Class Cr-B-5 Percentage (with respect to each
such
Group I
Mortgage Loan) or the Group III Class Cr-B-5 Percentage (with
respect to
each such Group III Mortgage Loan) of the principal portion of
the
Monthly Payment due on the Due Date occurring in the month of
such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class Cr-B-5 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or the Group III Class Cr-B-5 Prepayment
Percentage
(with respect to each such Group III Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were
received
by a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class Cr-B-5 Prepayment Percentage (with
respect
to each
such Group I Mortgage Loan) or the Group III Class Cr-B-5
Prepayment
Percentage (with respect to each such Group III Mortgage Loan)
of the
Scheduled Principal Balance of such Mortgage Loan which, during
the
one month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Depositor pursuant to
Section
2.02, 2.03 or 3.08; and
(iv) the Group I Class Cr-B-5 Percentage (with respect to each
such
Group I
Mortgage Loan) or the Group III Class Cr-B-5 Percentage (with
respect to
each such Group III Mortgage Loan) of the Substitution
Principal
Amount with respect to each Mortgage Loan for which a Mortgage
Loan was
substituted during the one month period ending on the day
preceding the
Determination Date for such Distribution Date, less the
amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Mortgage Loan for which a Mortgage
Loan
was
substituted; and
(II) the Group I Class Cr-B-5 Prepayment Percentage or Group III
Class Cr-B-5
Prepayment Percentage, as applicable, of the related Recovery for
each Crossed
Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class Cr-B-5 Optimal
Principal Amount
will equal the lesser of (A) the Class Cr-B-5 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class Cr-B-5 Certificates.
Class Cr-B-5 Principal Balance: As to the first Determination
Date,
the Original Class Cr-B-5 Principal Balance. As of any subsequent
Determination
Date, the Original Class Cr-B-5 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class Cr-B-5 Certificates
on prior
Distribution Dates (A) pursuant to Paragraph fifteenth of Section
4.01(a)(ii)
and (B) as a result of a Principal Adjustment; provided, however,
if the Class
B-5 Certificates are the most subordinate Class Cr-B Certificates
outstanding,
the Class Cr-B-5 Principal Balance will equal the difference, if
any, between
the Crossed Group Adjusted Pool Amount as of the preceding
Distribution Date
less the sum of the Aggregate Crossed Group Class A Principal
Balance, the Class
Cr-B-1 Principal Balance, the Class Cr-B-2 Principal Balance, the
Class Cr-B-3
Principal Balance and the Class Cr-B-4 Principal Balance as of
such
Determination Date.
Class Cr-B-5 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class Cr-B-5
Certificates
pursuant to Paragraph fifteenth of Section 4.01(a)(ii).
Class Cr-B-5 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class Cr-B-5
Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class Cr-B-5 Certificates on prior
Distribution
Dates pursuant to Paragraph fourteenth of Section 4.01(a)(ii).
Class Cr-B-6 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit B-CR-B-6 and Exhibit C hereto.
Class Cr-B-6 Certificateholder: The registered holder of a
Class
Cr-B-6 Certificate.
Class Cr-B-6 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class Cr-B-6
Certificates pursuant to
Paragraphs sixteenth, seventeenth and eighteenth of Section
4.01(a)(ii).
Class Cr-B-6 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class Cr-B-6
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class Cr-B-6 Certificates on such Distribution Date pursuant
to Paragraph
sixteenth of Section 4.01(a)(ii).
Class Cr-B-6 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-6 Optimal Principal Amount
calculated only
with respect to Group I Mortgage Loans and without regard to the
proviso
thereto.
Class
Cr-B-6 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-6 Optimal Principal Amount
calculated only
with respect to Group III Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-6 Optimal Principal Amount: As to any Distribution
Date
and each Crossed Group Mortgage Loan that is an Outstanding
Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i) the Group I Class Cr-B-6 Percentage (with respect to each
such
Group I Mortgage
Loan) or the Group III Class Cr-B-6 Percentage (with
respect to
each such Group III Mortgage Loan) of the principal portion of
the
Monthly Payment due on the Due Date occurring in the month of
such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class Cr-B-6 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or the Group III Class Cr-B-6 Prepayment
Percentage
(with respect to each such Group III Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were
received
by a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class Cr-B-6 Prepayment Percentage (with
respect
to each
such Group I Mortgage Loan) or the Group III Class Cr-B-6
Prepayment
Percentage (with respect to each such Group III Mortgage Loan)
of the
Scheduled Principal Balance of such Mortgage Loan which, during
the
one month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Depositor pursuant to
Section
2.02, 2.03 or 3.08; and
(iv) the Group I Class Cr-B-6 Percentage (with respect to each
such
Group I
Mortgage Loan) or the Group III Class Cr-B-6 Percentage (with
respect to
each such Group III Mortgage Loan) of the Substitution
Principal
Amount with respect to each Mortgage Loan for which a Mortgage
Loan was
substituted during the one month period ending on the day
preceding
the Determination Date for such Distribution Date, less the
amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Mortgage Loan for which a Mortgage
Loan
was
substituted; and
(II) the Group I Class Cr-B-6 Prepayment Percentage or Group III
Class Cr-B-6
Prepayment Percentage, as applicable, of the related Recovery for
each Crossed
Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class Cr-B-6 Optimal
Principal Amount
will equal the lesser of (A) the Class Cr-B-6 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class Cr-B-6 Certificates.
Class Cr-B-6 Principal Balance: As to the first Determination
Date,
the Original Class Cr-B-6 Principal Balance. As of any subsequent
Determination
Date, the Original Class Cr-B-6 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class Cr-B-6 Certificates
on prior
Distribution Dates pursuant to Paragraph eighteenth of Section
4.01(a)(ii);
provided, however, if the Class Cr-B-6 Certificates are
outstanding, the Class
Cr-B-6 Principal Balance will equal the difference, if any, between
the
Aggregate Crossed Group Adjusted Pool Amount as of the preceding
Distribution
Date less the sum of the Aggregate Crossed Group Class A Principal
Balance, the
Class Cr-B-1 Principal Balance, the Class Cr-B-2 Principal Balance,
the Class
Cr-B-3 Principal Balance, the Class Cr-B-4 Principal Balance and
the Class
Cr-B-5 Principal Balance as of such Determination Date.
Class Cr-B-6 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class Cr-B-6
Certificates
pursuant to Paragraph eighteenth of Section 4.01(a)(ii).
Class Cr-B-6 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class Cr-B-6
Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class Cr-B-6 Certificates on prior
Distribution
Dates pursuant to Paragraph seventeenth of Section 4.01(a)(ii).
Class Cr-B-M1 Interest: A regular interest in the Middle-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class Cr-B-M2 Interest: A regular interest in the Middle-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class Cr-B-M3 Interest: A regular interest in the Middle-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class Cr-B-M4 Interest: A regular interest in the Middle-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class Cr-B-M5 Interest: A regular interest in the Middle-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class Cr-B-M6 Interest: A regular interest in the Middle-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class II-B-M1 Interest: A regular interest in the Middle-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class II-B-M2 Interest: A regular interest in the Middle-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class II-B-M3 Interest: A regular interest in the Middle-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class II-B-M4 Interest: A regular interest in the Middle-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class II-B-M5 Interest: A regular interest in the Middle-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class II-B-M6 Interest: A regular interest in the Middle-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Clearing Agency: An organization registered as a "clearing
agency"
pursuant to Section 17A of the Exchange Act. The initial Clearing
Agency shall
be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects
book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates,
as
set forth in Section 11.19.
Code: The Internal Revenue Code of 1986, as it may be amended
from
time to time, any successor statutes thereto, and applicable U.S.
Department of
the Treasury temporary or final regulations promulgated
thereunder.
Commission: The United States Securities and Exchange
Commission.
Compensating Interest: With respect to any Distribution Date,
the
least of (a) the aggregate Prepayment Interest Shortfall on the
Crossed Group
Mortgage Loans or Group II Mortgage Loans, as applicable, for such
Distribution
Date, (b) the product of (i) 1/12th of 0.20% and (ii) the Crossed
Group Pool
Balance or Group II Pool Balance, as applicable, for such
Distribution Date and
(c) the Available Master Servicing Compensation for the Crossed
Loan Groups or
Loan Group II, as applicable, for such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: With respect to (a) the Trustee, the
office
of the Trustee at which at any particular time its duties under
this Agreement
shall be administered, which office, at the date of the execution
of this
instrument, is located at 452 Fifth Avenue, New York, New York
10018, Attention:
WFMBS 2006-AR14 and (b) the Paying Agent, Certificate Registrar
and
Authenticating Agent, for Certificate transfer purposes at Wells
Fargo Center,
Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479
Attn: Corporate
Trust Services--WFMBS 2006-AR14, and for all other purposes at 9062
Old
Annapolis Road, Columbia, Maryland 21045 Attn: Corporate Trust
Services--WFMBS
2006-AR14.
Corresponding Upper-Tier Class or Classes: As to each of the
following Uncertificated Middle-Tier Interests, the Corresponding
Upper-Tier
Class or Classes, as follows:
Uncertificated Middle-Tier Interest
Corresponding Upper-Tier Class or
Classes
--------------------------------------------------------------------------------
Class I-A-M1 Interest
Class I-A-1 and Class I-A-2
Certificates
Class I-A-M3 Interest
Class I-A-3, Class I-A-4 and Class
I-A-5 Certificates
Class I-A-M6 Interest
Class I-A-6 Certificates
Class I-A-M7 Interest
Class I-A-7 and Class I-A-10
Certificates
Class I-A-M8 Interest
Class I-A-8 Certificates
Class I-A-MUR Interest
Class I-A-R Interest
Class II-A-M1 Interest
Class II-A-1, Class II-A-2, Class
II-A-3 and Class II-A-4 Certificates
Class III-A-M1 Interest
Class III-A-1, Class III-A-2 and Class
III-A-3 Certificates
Class Cr-B-M1 Interest
Class Cr-B-1 Certificates
Class Cr-B-M2 Interest
Class Cr-B-2 Certificates
Class Cr-B-M3 Interest
Class Cr-B-3
Certificates
Class Cr-B-M4 Interest
Class Cr-B-4 Certificates
Class Cr-B-M5 Interest
Class Cr-B-5 Certificates
Class II-B-M6 Interest
Class Cr-B-6 Certificates
Class II-B-M1 Interest
Class II-B-1 Certificates
Class II-B-M2 Interest
Class II-B-2 Certificates
Class II-B-M3 Interest
Class II-B-3 Certificates
Class II-B-M4 Interest
Class II-B-4 Certificates
Class II-B-M5 Interest
Class II-B-5 Certificates
Class II-B-M6 Interest
Class II-B-6 Certificates
Crossed Group: Either of Group I or Group III.
Crossed Group A Principal Balance: Either of the Group I-A
Principal
Balance or Group III-A Principal Balance.
Crossed Group Aggregate Subordinated Percentage: As to any
Determination Date, the difference between 100% and the Aggregate
Crossed Group
Class A Percentage.
Crossed Group Class A Certificate: Any of the Group I-A
Certificates
or Group III-A Certificates.
Crossed Group Class A Interest Percentage: As to any
Distribution
Date and any Class of Crossed Group Class A Certificates, the
percentage
calculated by dividing the Interest Accrual Amount of such Class
(determined
without regard to clause (ii) of the definition thereof) by the sum
of (a) the
Group I-A Interest Accrual Amount and (b) the Group III-A Interest
Accrual
Amount.
Crossed Group
Lower-Tier
Distribution
Amount: As defined in
Section 4.01(a)(v).
Crossed Group Lower-Tier REMIC: One of four separate REMICs
comprising the Trust Estate, the assets of which consist of the
Crossed Group
Mortgage Loans, such amounts as shall from time to time be held in
the
Certificate Account, the insurance policies, if any, relating to a
Crossed Group
Mortgage Loan and property which secured a Crossed Group Mortgage
Loan and which
has been acquired by foreclosure or deed in lieu of
foreclosure.
Crossed
Group Mortgage Loan: Any of the Mortgage Loans in the
Crossed Loan Groups.
Crossed Group Pool
Balance: The sum of the Group I Pool
Balance
and Group III Pool Balance.
Crossed Loan Group:
Either of Loan Group I or Loan Group III.
Current Class II-B Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes
of Class
II-B Certificates pursuant to Paragraphs first, fourth, seventh,
tenth,
thirteenth and sixteenth of Section 4.01(a)(ii) on such
Distribution Date.
Current Class II-B-1 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution Date, the percentage
obtained by
dividing the sum of the Principal Balances of the Class II-B-2,
Class II-B-3,
Class II-B-4, Class II-B-5 and Class II-B-6 Certificates by the
Aggregate Group
II Principal Balance. As to the first Distribution Date, the
Original Class
II-B-1 Fractional Interest.
Current Class II-B-2 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution Date, the percentage
obtained by
dividing the sum of the Principal Balances of the Class II-B-3,
Class II-B-4,
Class II-B-5 and Class II-B-6 Certificates by the Aggregate Group
II Principal
Balance. As to the first Distribution Date, the Original Class
II-B-2 Fractional
Interest.
Current Class II-B-3 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution Date, the percentage
obtained by
dividing the sum of the Principal Balances of the Class II-B-4,
Class II-B-5 and
Class II-B-6 Certificates by the Aggregate Group II Principal
Balance. As to the
first Distribution Date, the Original Class II-B-3 Fractional
Interest.
Current Class II-B-4 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution Date, the percentage
obtained by
dividing the sum of the Principal Balances of the Class II-B-5 and
Class II-B-6
Certificates by the Aggregate Group II Principal Balance. As to the
first
Distribution Date, the Original Class II-B-4 Fractional
Interest.
Current Class II-B-5 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution Date, the percentage
obtained by
dividing the Principal Balance of the Class II-B-6 Certificates by
the Aggregate
Group II Principal Balance. As to the first Distribution Date, the
Original
Class II-B-5 Fractional Interest.
Current Class Cr-B Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes
of Class
Cr-B Certificates pursuant to Paragraphs first, fourth, seventh,
tenth,
thirteenth and sixteenth of Section 4.01(a)(ii) on such
Distribution Date.
Current Class Cr-B-1 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution Date, the percentage
obtained by
dividing the sum of the Principal Balances of the Class Cr-B-2,
Class Cr-B-3,
Class Cr-B-4, Class Cr-B-5 and Class Cr-B-6 Certificates by the
Aggregate
Crossed Group Principal Balance. As to the first Distribution Date,
the Original
Class Cr-B-1 Fractional Interest.
Current Class Cr-B-2 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution Date, the percentage
obtained by
dividing the sum of the Principal Balances of the Class Cr-B-3,
Class Cr-B-4,
Class Cr-B-5 and Class Cr-B-6 Certificates by the Aggregate Crossed
Group
Principal Balance. As to the first Distribution Date, the Original
Class Cr-B-2
Fractional Interest.
Current Class Cr-B-3 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution Date, the percentage
obtained by
dividing the sum of the Principal Balances of the Class Cr-B-4,
Class Cr-B-5 and
Class Cr-B-6 Certificates by the Aggregate Crossed Group Principal
Balance. As
to the first Distribution Date, the Original Class Cr-B-3
Fractional Interest.
Current Class Cr-B-4 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution Date, the percentage
obtained by
dividing the sum of the Principal Balances of the Class Cr-B-5 and
Class Cr-B-6
Certificates by the Aggregate Crossed Group Principal Balance. As
to the first
Distribution Date, the Original Class Cr-B-4 Fractional
Interest.
Current Class Cr-B-5 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution Date, the percentage
obtained by
dividing the Principal Balance of the Class Cr-B-6 Certificates by
the Aggregate
Crossed Group Principal Balance. As to the first Distribution Date,
the Original
Class Cr-B-5 Fractional Interest.
Current Group I-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes
of Group I-A
Certificates pursuant to Paragraph first clause (A) of Section
4.01(a)(i) on
such Distribution Date.
Current Group II-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes
of Group
II-A Certificates pursuant to Paragraph first clause (B) of Section
4.01(a)(i)
on such Distribution Date.
Current Group III-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes
of Group
III-A Certificates pursuant to Paragraph first clause (B) of
Section 4.01(a)(i)
on such Distribution Date.
Curtailment: Any
Principal Prepayment
made by a Mortgagor
which
is not a Prepayment in Full.
Curtailment Interest Shortfall: On any Distribution Date with
respect to a Crossed Group Mortgage Loan or Group II Mortgage Loan
which was the
subject of a Curtailment:
(A) in the case
where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Curtailment is
received by the Servicer on or after the Determination Date in
the month preceding the month of such Distribution Date but
prior to the first day of the month of such Distribution Date,
the amount of interest that would have accrued at the Net
Mortgage Interest Rate on the amount of such Curtailment from
the day of its receipt or, if earlier, its application by the
Servicer through the last day of the month preceding the month
of such Distribution Date; and
(B) in the case
where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Curtailment
is received by the Servicer during the month preceding the
month of such Distribution Date, the amount of interest that
would have accrued at the Net Mortgage Interest Rate on the
amount of such Curtailment from the day of its receipt or, if
earlier, its application by the Servicer through the last day
of the month in which such Curtailment is received.
Custodial Agreement: The Custodial Agreement, dated as of
September
28, 2006, among the Custodian, the Depositor, the Master Servicer
and the
Trustee, which agreement is attached hereto as Exhibit E, as the
same may be
amended or modified from time to time in accordance with the terms
thereof.
Custodial P&I Account: The Custodial P&I Account, as
defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In
determining
whether the Custodial P&I Account under any Servicing Agreement
is "acceptable"
to the Master Servicer (as may be required by the definition of
"Eligible
Account" contained in the Servicing Agreements), the Master
Servicer shall
require that any such account shall be acceptable to each of the
Rating
Agencies.
Custodian: Wells Fargo Bank, or its successor in interest under
the
Custodial Agreement. Initially, the custodial functions shall be
performed by
the Corporate Trust Services division of Wells Fargo Bank.
Cut-Off Date:
The first day of the month of initial issuance of the
Certificates as set forth in Section 11.01.
Cut-Off Date Aggregate
Principal Balance: The
sum of the Cut-Off
Date Crossed Loan Group Aggregate Principal Balance and the Cut-Off
Date Loan
Group II Aggregate Principal Balance.
Cut-Off Date Crossed Loan Group Aggregate Principal Balance:
The
aggregate of the Cut-Off Date Principal Balances of the Crossed
Group Mortgage
Loans as set forth in Section 11.02(a).
Cut-Off Date Loan Group II Aggregate Principal Balance: The
aggregate of the Cut-Off Date Principal Balances of the Group II
Mortgage Loans
as set forth in Section 11.02(b).
Cut-Off Date Principal Balance: As to each Mortgage Loan, its
unpaid
principal balance as of the close of business on the Cut-Off Date
(but without
giving effect to any Unscheduled Principal Receipts received or
applied on the
Cut-Off Date), reduced by all payments of principal due on or
before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of
principal due
after the Cut-Off Date but received by the related Servicer on or
before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan
by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code,
except such a
reduction constituting a Deficient Valuation.
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 Monthly
Payment that results in a permanent forgiveness of principal, which
valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate (other than an Interest Only Certificate) representing
the principal
portion of the Cut-Off Date Aggregate Principal Balance evidenced
by such
Certificate. As to an Interest Only Certificate, the amount
specified on the
face of such Certificate representing the portion of the Original
Notional
Amount of the related Class.
Depositor: Wells
Fargo Asset Securities Corporation, or its
successor in interest.
Determination Date: The 17th day of the month in which the
related
Distribution Date occurs, or if such 17th day is not a Business
Day, the
Business Day preceding such 17th day.
Distribution Date: The 25th day of any month, beginning in the
month
following the month of initial issuance of the Certificates, or if
such 25th day
is not a Business Day, the Business Day following such 25th
day.
Distribution Date Statement: As defined in Section 4.04(a).
Document Transfer Date: The 60th day following the occurrence of
a
Document Transfer Event.
Document Transfer Event: The occurrence of either of the
following:
(i) Wells Fargo Bank is no longer the Servicer of any of the
Mortgage Loans or
(ii) the senior, unsecured long-term debt rating of Wells Fargo
& Company is
less than "BBB-" by Fitch.
Due Date: With respect to any Mortgage Loan, the day of the month
in
which the Monthly Payment on such Mortgage Loan is scheduled to be
paid.
Eligible Account: One or more accounts (i) that are maintained
with
a depository institution (which may be the Master Servicer) whose
long-term debt
obligations (or, in the case of a depository institution which is
part of a
holding company structure, the long-term debt obligations of such
parent holding
company) at the time of deposit therein are rated at least "AA" (or
the
equivalent) by each Rating Agency, (ii) the deposits in which are
fully insured
by the FDIC through either the Bank Insurance Fund or the Savings
Association
Insurance Fund, (iii) the deposits in which are insured by the FDIC
through
either the Bank Insurance Fund or the Savings Association Insurance
Fund (to the
limit established by the FDIC) and the uninsured deposits in which
accounts are
otherwise secured, as evidenced by an Opinion of Counsel delivered
to the
Trustee, such that the Trustee, on behalf of the Certificateholders
has a claim
with respect to the funds in such accounts or a perfected first
security
interest against any collateral securing such funds that is
superior to claims
of any other depositors or creditors of the depository institution
with which
such accounts are maintained, (iv) that are trust accounts
maintained with the
trust department of a federal or state chartered depository
institution or trust
company acting in its fiduciary capacity or (v) such other account
that is
acceptable to each of the Rating Agencies and would not cause the
Trust Estate
to fail to qualify as four separate REMICs or result in the
imposition of any
federal tax on any of the Upper-Tier REMIC, the Middle-Tier REMIC,
the Crossed
Group Lower-Tier REMIC or the Group II Lower-Tier REMIC.
Eligible Investments: At any time, any one or more of the
following
obligations and securities which shall mature not later than the
Business Day
preceding the Distribution Date next succeeding the date of such
investment,
provided that such investments continue to qualify as "cash flow
investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof,
provided such obligations are backed by the full faith and
credit
of the
United States of America;
(ii) general obligations of or obligations guaranteed by any
state
of the
United States of America or the District of Columbia receiving
the
highest
short-term or highest long-term rating of each Rating Agency,
or
such lower
rating as would not result in the downgrading or withdrawal of
the rating
then assigned to any of the Certificates by either Rating
Agency or
result in any of such rated Certificates being placed on credit
review
status (other than for possible upgrading) by either Rating
Agency;
(iii) commercial or finance company paper which is then rated in
the
highest
long-term commercial or finance company paper rating category
of
each
Rating Agency or the highest short-term rating category of each
Rating
Agency, or such lower rating category as would not result in
the
downgrading or withdrawal of the rating then assigned to any of
the
Certificates by either Rating Agency or result in any of such
rated
Certificates being placed on credit review status (other than for
possible
upgrading)
by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal
funds
or
banker's 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 debt
obligations of such depository institution or trust company (or in
the
case of
the principal depository institution in a holding company
system,
the
commercial paper or debt obligations of such holding company) are
then
rated in
the highest short-term or the highest long-term rating category
for such
securities of each of the Rating Agencies, or such lower rating
categories
as would not result in the downgrading or withdrawal of the
rating
then assigned to any of the Certificates by either Rating Agency
or
result in
any of such rated Certificates being placed on credit review
status
(other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank,
insurance
company or
other corporation acceptable to each Rating Agency at the time
of the
issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security
described in clauses (i) or (ii) above or any other security
issued or
guaranteed by an agency or instrumentality of the United States
of
America, in either case entered into with a depository institution
or
trust
company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by
any
corporation incorporated under the laws of the United States of
America or
any state
thereof which, at the time of such investment or contractual
commitment
providing for such investment, are then rated in the highest
short-term
or the highest long-term rating category by each Rating Agency,
or in such
lower rating category as would not result in the downgrading or
withdrawal
of the rating then assigned to any of the Certificates by
either
Rating Agency or result in any of such rated Certificates being
placed on
credit review status (other than for possible upgrading) by
either
Rating Agency;
(viii) such other investments acceptable to each Rating Agency
as
would not
result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such
rated
Certificates being placed on credit review status (other than for
possible
upgrading)
by either Rating Agency; and
(ix) 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 Eligible Investments hereunder,
including
any such
fund that is managed by the Trustee or Master Servicer or any
affiliate
of the Trustee or Master Servicer or for which the Trustee or
Master
Servicer or any of its affiliates acts as an adviser as long as
such fund
is rated in at least the highest rating category by each Rating
Agency.
In no event shall an instrument be an Eligible Investment if
such
instrument evidences either (i) a right to receive only interest
payments with
respect to the obligations underlying such instrument, or (ii) both
principal
and interest payments derived from obligations underlying such
instrument and
the interest and principal payments with respect to such instrument
provide a
yield to maturity at the date of investment of greater than 120% of
the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the
Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Exchange Act: The Securities Exchange Act of 1934, as amended.
FDIC: The Federal Deposit Insurance Corporation or any
successor
thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the
final
distribution is made pursuant to Section 9.01 in respect of (i) the
Crossed
Group Class A Certificates and the Class Cr-B Certificates or (ii)
the Group
II-A Certificates and the Group II-B Certificates. The Final
Distribution Date
for the Certificates described in clauses (i) and (ii) may be the
same or
different.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date
for
each Class of Certificates (other than the Class I-A-9, Class
I-A-10, Class
II-A-2 and Class III-A-3 Certificates) is October 25, 2036, which
corresponds to
the "latest possible maturity date" for purposes of Section
860G(a)(1) of the
Internal Revenue Code of 1986, as amended. The Final Scheduled
Maturity Date for
the Class I-A-9, Class I-A-10 and Class III-A-3 Certificates is
August 25, 2016.
The Final Scheduled Maturity Date for the Class II-A-2 Certificates
is August
25, 2011.
Fitch: Fitch Ratings, or its successor in interest.
Form 8-K: A Current Report on Form 8-K under the Exchange Act.
Form 8-K Disclosure Information: As defined in Section 3.12(c).
Form 10-D: An Asset-Backed Issuer Distribution Report on Form
10-D
under the Exchange Act.
Form 10-K: An Annual Report on Form 10-K under the Exchange
Act.
Form 15: A Form 15 Suspension Notification under the Exchange
Act.
Full Unscheduled Principal Receipt: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i) in the amount of the
outstanding
principal balance of such Mortgage Loan and resulting in the full
satisfaction
of such Mortgage Loan or (ii) representing Liquidation Proceeds
other than
Partial Liquidation Proceeds.
Gross Margin: As to each Mortgage Loan, the fixed percentage
set
forth in the related Mortgage Note and indicated in the Mortgage
Loan Schedule
as the "Gross Margin," which percentage is added to the applicable
Index on each
Adjustment Date to determine (subject to rounding, the Periodic Cap
and the Rate
Ceiling) the Mortgage Interest Rate on such Mortgage Loan until the
next
Adjustment Date.
Group: Any of Group I, Group II or Group III.
Group Subordinate Amount: Either of the Group I Subordinate
Amount
or Group III Subordinate Amount.
Group I: The Group I-A Certificates.
Group I
Adjusted Pool Amount: With respect to any Distribution Date,
the aggregate of the Cut-Off Date Principal Balances of the Group I
Mortgage
Loans minus the sum of (i) all amounts in respect of principal
received in
respect of the Group I Mortgage Loans (including, without
limitation, amounts
received as Monthly Payments, Periodic Advances, Unscheduled
Principal Receipts
and Substitution Principal Amounts) and distributed to Holders of
the
Certificates on such Distribution Date and all prior Distribution
Dates, (ii)
the principal portion of all Liquidated Loan Losses incurred on
such Group I
Mortgage Loans for which the Liquidation Proceeds were received
from the Cut-Off
Date through the end of the Applicable Unscheduled Principal
Receipt Period with
respect to Full Unscheduled Principal Receipts for such
Distribution Date and
(iii) the principal portion of all Bankruptcy Losses (other than
Debt Service
Reductions) incurred on the Group I Mortgage Loans from the Cut-Off
Date through
the end of the period corresponding to the Applicable Unscheduled
Principal
Receipt Period with respect to Full Unscheduled Principal Receipts
for such
Distribution Date.
Group I Class B Percentage: Any one of the Group I Class Cr-B-1
Percentage, Group I Class Cr-B-2 Percentage, Group I Class Cr-B-3
Percentage,
Group I Class Cr-B-4 Percentage, Group I Class Cr-B-5 Percentage or
Group I
Class Cr-B-6 Percentage.
Group I Class B Prepayment Percentage: Any of the Group I Class
Cr-B-1 Prepayment Percentage, Group I Class Cr-B-2 Prepayment
Percentage, Group
I Class Cr-B-3 Prepayment Percentage, Group I Class Cr-B-4
Prepayment
Percentage, Group I Class Cr-B-5 Prepayment Percentage or Group I
Class Cr-B-6
Prepayment Percentage.
Group I Class Cr-B-1 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the Group I Subordinated
Percentage by a
fraction, the numerator of which is the Class Cr-B-1 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Class Cr-B Principal Balance.
Group I Class Cr-B-1 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class Cr-B-1 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Class Cr-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Class Cr-B
Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
Cr-B-1
Certificates are the only Class Cr-B Certificates eligible to
receive such
unscheduled principal distributions in accordance with Section
4.01(d)(i), the
Group I Class Cr-B-1 Prepayment Percentage for such unscheduled
principal
distributions for such Distribution Date will be one.
Group I Class Cr-B-2 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the Group I Subordinated
Percentage by a
fraction, the numerator of which is the Class Cr-B-2 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Class Cr-B Principal Balance.
Group I Class Cr-B-2 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class Cr-B-2 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Class Cr-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Class Cr-B
Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
Cr-B-2
Certificates are the only Class Cr-B Certificates eligible to
receive such
unscheduled principal distributions in accordance with Section
4.01(d)(i), the
Group I Class Cr-B-2 Prepayment Percentage for such unscheduled
principal
distributions for such Distribution Date will be one.
Group I Class Cr-B-3 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the Group I Subordinated
Percentage by a
fraction, the numerator of which is the Class Cr-B-3 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Class Cr-B Principal Balance.
Group I Class Cr-B-3 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class Cr-B-3 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Class Cr-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Class Cr-B
Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
Cr-B-3
Certificates are the only Class Cr-B Certificates eligible to
receive such
unscheduled principal distributions in accordance with Section
4.01(d)(i), the
Group I Class Cr-B-3 Prepayment Percentage for such unscheduled
principal
distributions for such Distribution Date will be one.
Group I Class Cr-B-4 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the Group I Subordinated
Percentage by a
fraction, the numerator of which is the Class Cr-B-4 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Class Cr-B Principal Balance.
Group I Class Cr-B-4 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class Cr-B-4 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Class Cr-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Class Cr-B
Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
Cr-B-4
Certificates are the only Class Cr-B Certificates eligible to
receive such
unscheduled principal distributions in accordance with Section
4.01(d)(i), the
Group I Class Cr-B-4 Prepayment Percentage for such unscheduled
principal
distributions for such Distribution Date will be one.
Group I Class Cr-B-5 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the Group I Subordinated
Percentage by a
fraction, the numerator of which is the Class Cr-B-5 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Class Cr-B Principal Balance.
Group I Class Cr-B-5 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class Cr-B-5 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Class Cr-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Class Cr-B
Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
Cr-B-5
Certificates are the only Class Cr-B Certificates eligible to
receive such
unscheduled principal distributions in accordance with Section
4.01(d)(i), the
Group I Class Cr-B-5 Prepayment Percentage for such unscheduled
principal
distributions for such Distribution Date will be one.
Group I Class Cr-B-6 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the Group I Subordinated
Percentage by a
fraction, the numerator of which is the Class Cr-B-6 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Class Cr-B Principal Balance.
Group I Class Cr-B-6 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class Cr-B-6 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Class Cr-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Class Cr-B
Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
Cr-B-6
Certificates are the only Class Cr-B Certificates eligible to
receive such
unscheduled principal distributions in accordance with Section
4.01(d)(i), the
Group I Class Cr-B-6 Prepayment Percentage for such unscheduled
principal
distributions for such Distribution Date will be one.
Group I Mortgage Loans: Those Mortgage Loans identified in the
Mortgage Loan Schedule as Group I Mortgage Loans.
Group I
Pool Balance: As to any Distribution Date, the aggregate
Scheduled Principal Balances of all Group I Mortgage Loans that
were Outstanding
Mortgage Loans on the Due Date in the month preceding the month of
such
Distribution Date.
Group I Pool Distribution Amount: As of any Distribution Date,
the
funds eligible for distribution to the Group I-A Certificates and
Class Cr-B
Certificates on such Distribution Date, which shall be the sum of
(i) all
previously undistributed payments or other receipts on account of
principal and
interest on or in respect of the Group I Mortgage Loans (including,
without
limitation, the proceeds of any repurchase of a Group I Mortgage
Loan by the
Depositor and any Substitution Principal Amount) received by the
Master Servicer
with respect to the applicable Remittance Date in the month of such
Distribution
Date and any Unscheduled Principal Receipts received by the Master
Servicer on
or prior to the Business Day preceding such Distribution Date, (ii)
all Periodic
Advances made with respect to Group I Mortgage Loans by a Servicer
pursuant to
the related Servicing Agreement or Periodic Advances with respect
to Group I
Mortgage Loans made by the Master Servicer or the Trustee pursuant
to Section
3.03, (iii) any remaining Reimbursement Amount with respect to a
Group I
Mortgage Loan as provided in Section 4.01(a) and (iv) all other
amounts
(including any Insurance Proceeds and Compensating Interest) with
respect to a
Group I Mortgage Loan required to be placed in the Certificate
Account by the
Servicer on or before the applicable Remittance Date or by the
Master Servicer
or the Trustee on or prior to the Distribution Date, but excluding
the
following:
(a) amounts received as late payments of principal or interest
with
respect to
a Group I Mortgage Loan and respecting which the Master
Servicer
or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group I Mortgage
Loan by
the Master
Servicer or the Trustee;
(c) that portion of each payment of interest on a particular Group
I
Mortgage
Loan which represents (i) the applicable Servicing Fee and (ii)
the Master
Servicing Fee;
(d) all amounts representing scheduled payments of principal
and
interest
on Group I Mortgage Loans due after the Due Date occurring in
the
month in
which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers
with
respect to Group I Mortgage Loans after the Applicable
Unscheduled
Principal
Receipt Period relating to the Distribution Date for the
applicable
type of Unscheduled Principal Receipt, and all related payments
of
interest on such amounts;
(f) all repurchase proceeds with respect to Group I Mortgage
Loans
repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08
on or
following
the Determination Date in the month in which such Distribution
Date
occurs and the Substitution Principal Amounts with respect to
any
Group I
Mortgage Loans for which Group I Mortgage Loans were
substituted
on or
following the Determination Date in the month in which such
Distribution Date occurs;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to
any Group I Mortgage Loan which represents any unpaid Servicing
Fee or
Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group I Mortgage Loans;
(j) Month End Interest in respect of Group I Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in
respect of
Group I Mortgage Loans; and
(l) all other amounts permitted to be withdrawn from the
Certificate
Account, to the
extent not covered by clauses (a) through (k) above, or
not
required to be deposited in the Certificate Account under this
Agreement.
Group I Subordinate Amount: As to any Distribution Date, the
excess
of (i) the Group I Pool Balance over (ii) the Group I-A Principal
Balance.
Group I Subordinated Percentage: As to any Distribution Date,
the
percentage which is the difference between 100% and the Group I-A
Percentage for
such date.
Group I Subordinated Prepayment Percentage: As to any
Distribution
Date, the percentage which is the difference between 100% and the
Group I-A
Prepayment Percentage for such date.
Group I-A Certificate: Any Class I-A-1, Class I-A-2, Class
I-A-3,
Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8,
Class I-A-9,
Class I-A-10 or Class I-A-R Certificate.
Group I-A Distribution Amount: As to any Distribution Date and
any
Class of Group I-A Certificates (other than the Classes of Interest
Only
Certificates), the amount distributable to such Class of Group I-A
Certificates
pursuant to Paragraphs first clause (A), second clause (A) and
third clause (A)
of Section 4.01(a)(i). As to any Distribution Date and a Class of
Interest Only
Certificates, the amount distributable to such Class pursuant to
Paragraphs
first clause (A) and second clause (A) of Section 4.01(a)(i).
Group I-A Interest Accrual Amount: As to any Distribution Date,
the
sum of the Interest Accrual Amounts for the Classes of Group I-A
Certificates
with respect to such Distribution Date.
Group I-A Interest Percentage: As to any Distribution Date and
any
Class of Group I-A Certificates, the percentage calculated by
dividing the
Interest Accrual Amount of such Class (determined without regard to
clause (ii)
of the definition thereof) by the Group I-A Interest Accrual Amount
(determined
without regard to clause (ii) of the definition of each Interest
Accrual
Amount).
Group I-A Interest Shortfall Amount: As to any Distribution Date
and
any Class of Group I-A Certificates, any amount by which the
Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds
the amount
distributed in respect of such Class on such Distribution Date
pursuant to
Paragraph first clause (A) of Section 4.01(a)(i).
Group I-A Loss Denominator: As to any Determination Date, an
amount
equal to the Group I-A Principal Balance.
Group I-A Loss Percentage: As to any Determination Date and any
Class of Group I-A Certificates, the percentage calculated by
dividing the
Principal Balance of such Class by the Group I-A Loss Denominator
(determined
without regard to any such Principal Balance of any Class of Group
I-A
Certificates not then outstanding), in each case determined as of
the preceding
Determination Date.
Group I-A Optimal Amount: As to any Distribution Date, the sum
for
such Distribution Date of (i) the Group I-A Interest Accrual
Amount, (ii) the
Aggregate Group I-A Unpaid Interest Shortfall and (iii) the Group
I-A Optimal
Principal Amount.
Group I-A Optimal Principal Amount: As to any Distribution Date,
an
amount equal to the sum of (I) the sum, as to each Group I Mortgage
Loan that is
an Outstanding Mortgage Loan, of:
(i) the Group I-A Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I-A Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I-A Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group I-A Percentage of the Substitution Principal
Amount
with respect to each Group I Mortgage Loan for which a Mortgage
Loan was
substituted during the one month period ending on the day
preceding
the Determination Date for such Distribution Date, less the
amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Mortgage Loan for which a Mortgage
Loan
was
substituted; and
(II) the
Group I-A Prepayment Percentage of the Recovery for Loan Group
I
for such
Distribution Date.
Group I-A Percentage: As to any Distribution Date occurring on
or
prior to the Subordination Depletion Date for Group I, the lesser
of (i) 100%
and (ii) the percentage obtained by dividing the Group I-A
Principal Balance
(determined as of the Determination Date preceding such
Distribution Date) by
the Group I Pool Balance. As to any Distribution Date occurring
subsequent to
the Subordination Depletion Date for Group I, 100% or such lesser
percentage
which will cause the Group I-A Principal Balance to decline to zero
following
the distribution made on such Distribution Date.
Group I-A Prepayment Percentage: As to any Distribution Date to
and
including the Distribution Date in September 2013, 100%. As to any
Distribution
Date subsequent to September 2013 to and including the Distribution
Date in
September 2014, the Group I-A Percentage as of such Distribution
Date plus 70%
of the Group I Subordinated Percentage as of such Distribution
Date. As to any
Distribution Date subsequent to September 2014 to and including the
Distribution
Date in September 2015, the Group I-A Percentage as of such
Distribution Date
plus 60% of the Group I Subordinated Percentage as of such
Distribution Date. As
to any Distribution Date subsequent to September 2015 to and
including the
Distribution Date in September 2016, the Group I-A Percentage as of
such
Distribution Date plus 40% of the Group I Subordinated Percentage
as of such
Distribution Date. As to any Distribution Date subsequent to
September 2016 to
and including the Distribution Date in September 2017, the Group
I-A Percentage
as of such Distribution Date plus 20% of the Group I Subordinated
Percentage as
of such Distribution Date. As to any Distribution Date subsequent
to September
2017, the Group I-A Percentage as of such Distribution Date.
No reduction of the level of the Group I-A Prepayment
Percentage
shall occur on any Distribution Date unless, as of such
Distribution Date, (A)
the average outstanding principal balance on such Distribution Date
and for the
preceding five Distribution Dates of the Crossed Group Mortgage
Loans that were
delinquent 60 days or more (including for this purpose any Crossed
Group
Mortgage Loans in foreclosure and Crossed Group Mortgage Loans with
respect to
which the related Mortgaged Property has been acquired by the Trust
Estate) does
not exceed 50% of the Class Cr-B Principal Balance; and (B)
cumulative Realized
Losses on the Crossed Group Mortgage Loans do not exceed the
following
percentages of the Original Class Cr-B Subordinated Principal
Amount: (1) 30%,
if such Distribution Date occurs between and including October 2013
and
September 2014 (2) 35%, if such Distribution Date occurs between
and including
October 2014 and September 2015, (3) 40%, if such Distribution Date
occurs
between and including October 2015 and September 2016, (4) 45%, if
such
Distribution Date occurs between and including October 2016 and
September 2017,
and (5) 50%, if such Distribution Date occurs during or after
October 2017.
Notwithstanding the foregoing, with respect to any Distribution
Date
on which the preceding criteria are not met, the reduction of the
Group I-A
Prepayment Percentage described in the second through sixth
sentences of this
definition of Group I-A Prepayment Percentage shall not be
applicable with
respect to such Distribution Date. In such event, the Group I-A
Prepayment
Percentage for such Distribution Date will be determined in
accordance with the
applicable provision, as set forth in the first through fifth
sentences of this
definition, which was actually used to determine the Group I-A
Prepayment
Percentage for the Distribution Date occurring in the September
preceding such
Distribution Date (it being understood that for the purposes of
the
determination of the Group I-A Prepayment Percentage for the
current
Distribution Date, the current Group I-A Percentage and Group I
Subordinated
Percentage shall be utilized).
In addition, if on any Distribution Date, prior to giving effect
to
any distributions on such Distribution Date, (i) the Group I
Subordinated
Percentage is equal to or greater than twice the Group I
Subordinated Percentage
as of the Cut-Off Date, (ii) the average outstanding principal
balance on such
Distribution Date and for the preceding five Distribution Dates of
the Crossed
Group Mortgage Loans that were delinquent 60 days or more
(including for this
purpose any Crossed Group Mortgage Loans in foreclosure and Crossed
Group
Mortgage Loans with respect to which the related Mortgaged Property
has been
acquired by the Trust Estate) does not exceed 50% of the Class Cr-B
Principal
Balance and (iii)(A) prior to the Distribution Date in October
2009, cumulative
Realized Losses on the Crossed Group Mortgage Loans do not exceed
20% of the
Original Class Cr-B Subordinated Principal Amount, then the Group
I-A Prepayment
Percentage for such Distribution Date will equal the Group I-A
Percentage for
such Distribution Date plus 50% of the Group I Subordinated
Percentage for such
Distribution Date or (B) on or after the Distribution Date in
October 2009,
cumulative Realized Losses on the Crossed Group Mortgage Loans do
not exceed 30%
of the Original Class Cr-B Subordinated Principal Amount, then the
Group I-A
Prepayment Percentage for such Distribution Date will equal the
Group I-A
Percentage for such Distribution Date.
Notwithstanding the foregoing, if on any Distribution Date, the
Aggregate Crossed Group Class A Percentage exceeds such percentage
as of the
Cut-Off Date, then the Group I-A Prepayment Percentage will equal
100%.
If on any Distribution Date the allocation to the Group I-A
Certificates of Unscheduled Principal Receipts and other amounts in
the
percentage required above would reduce the Group I-A Principal
Balance below
zero, the Group I-A Prepayment Percentage for such Distribution
Date will be
limited to the percentage necessary to reduce the Group I-A
Principal Balance to
zero. In addition, once the Group I-A Principal Balance has been
reduced to
zero, the Group I-A Prepayment Percentage will be 0%.
With respect to any Distribution Date on which the Group I-A
Prepayment Percentage is reduced below the Group I-A Prepayment
Percentage for
the prior Distribution Date, the Master Servicer shall certify to
the Trustee,
based upon information provided by each Servicer as to the Mortgage
Loans
serviced by it that the criteria set forth in this definition are
met.
Group I-A Principal Balance: As of any date, an amount equal to
the
sum of the Principal Balances for the Group I-A Certificates.
Group I-A Principal Distribution Amount: As to any Distribution
Date, the aggregate amount distributed in respect of the Classes of
Group I-A
Certificates pursuant to Paragraph third clause (A) of Section
4.01(a)(i).
Group I-A Shortfall Percentage: As to any Distribution Date and
any
Class of Group I-A Certificates, the percentage calculated by
dividing the Class
A Unpaid Interest Shortfall for such Class by the Aggregate Group
I-A Unpaid
Interest Shortfall, in each case determined as of the day preceding
the
applicable Distribution Date.
Group II: The Group II-A and Class II-B Certificates.
Group II Adjusted Pool Amount: With respect to any Distribution
Date, the aggregate of the Cut-Off Date Principal Balances of the
Group II
Mortgage Loans minus the sum of (i) all amounts in respect of
principal received
in respect of the Group II Mortgage Loans (including, without
limitation,
amounts received as Monthly Payments, Periodic Advances,
Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to
Holders of the
Certificates on such Distribution Date and all prior Distribution
Dates, (ii)
the principal portion of all Liquidated Loan Losses incurred on
such Group II
Mortgage Loans for which the Liquidation Proceeds were received
from the Cut-Off
Date through the end of the Applicable Unscheduled Principal
Receipt Period with
respect to Full Unscheduled Principal Receipts for such
Distribution Date and
(iii) the principal portion of all Bankruptcy Losses (other than
Debt Service
Reductions) incurred on the Group II Mortgage Loans from the
Cut-Off Date
through the end of the period corresponding to the Applicable
Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal
Receipts for
such Distribution Date.
Group II Class B Percentage: Any of the Class II-B-1
Percentage,
Class II-B-2 Percentage, Class II-B-3 Percentage, Class II-B-4
Percentage, Class
II-B-5 Percentage or Class II-B-6 Percentage.
Group II Class B Prepayment Percentage: Any of the Class II-B-1
Prepayment Percentage, Class II-B-2 Prepayment Percentage, Class
II-B-3
Prepayment Percentage, Class II-B-4 Prepayment Percentage, Class
II-B-5
Prepayment Percentage or Class II-B-6 Prepayment Percentage.
Group II Mortgage Loans: Those Mortgage Loans identified in the
Mortgage Loan Schedule as Group II Mortgage Loans.
Group II Lower-Tier
Distribution
Amount: As defined in Section
4.01(a)(vi).
Group II Lower-Tier REMIC: One of four separate REMICs
comprising
the Trust Estate, the assets of which consist of the Group II
Mortgage Loans,
such amounts as shall from time to time be held in the Certificate
Account, the
insurance policies, if any, relating to a Group II Mortgage Loan
and property
which secured a Group II Mortgage Loan and which has been acquired
by
foreclosure or deed in lieu of foreclosure.
Group II Pool Balance: As to any Distribution Date, the
aggregate
Scheduled Principal Balances of all Group II Mortgage Loans that
were
Outstanding Mortgage Loans on the Due Date in the month preceding
the month of
such Distribution Date.
Group II Pool Distribution Amount: As of any Distribution Date,
the
funds eligible for distribution to the Group II-A Certificates and
Class II-B
Certificates on such Distribution Date, which shall be the sum of
(i) all
previously undistributed payments or other receipts on account of
principal and
interest on or in respect of the Group II Mortgage Loans
(including, without
limitation, the proceeds of any repurchase of a Group II Mortgage
Loan by the
Depositor and any Substitution Principal Amount) received by the
Master Servicer
with respect to the applicable Remittance Date in the month of such
Distribution
Date and any Unscheduled Principal Receipts received by the Master
Servicer on
or prior to the Business Day preceding such Distribution Date, (ii)
all Periodic
Advances made with respect to Group II Mortgage Loans by a Servicer
pursuant to
the related Servicing Agreement or Periodic Advances with respect
to Group II
Mortgage Loans made by the Master Servicer or the Trustee pursuant
to Section
3.03, (iii) any remaining Reimbursement Amount with respect to a
Group II
Mortgage Loan as provided in Section 4.01(a) and (iv) all other
amounts
(including any Insurance Proceeds and Compensating Interest) with
respect to a
Group II Mortgage Loan required to be placed in the Certificate
Account by the
Servicer on or before the applicable Remittance Date or by the
Master Servicer
or the Trustee on or prior to the Distribution Date, but excluding
the
following:
(a) amounts received as late payments of principal or interest
with
respect to a Group II Mortgage Loan and respecting which the
Master
Servicer
or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group II Mortgage
Loan by
the Master
Servicer or the Trustee;
(c) that portion of each payment of interest on a particular
Group II
Mortgage Loan which represents (i) the applicable Servicing Fee
and (ii)
the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal
and
interest on Group II Mortgage Loans due after the Due Date
occurring
in the
month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers
with respect to Group II Mortgage Loans after the Applicable
Unscheduled Principal Receipt Period relating to the Distribution
Date for
the
applicable type of Unscheduled Principal Receipt, and all
related
payments
of interest on such amounts;
(f) all repurchase proceeds with respect to Group II Mortgage
Loans repurchased by
the Depositor pursuant to Section 2.02, 2.03 or 3.08
on or
following the Determination Date in the month in which such
Distribution Date occurs and the Substitution Principal Amounts
with
respect to
any Group II Mortgage Loans for which Group II Mortgage Loans
were
substituted on or following the Determination Date in the month
in
which such
Distribution Date occurs;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to
any Group II Mortgage Loan which represents any unpaid
Servicing
Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group II Mortgage Loans;
(j) Month End Interest in respect of Group II Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in
respect of
Group II Mortgage Loans; and
(l) all other amounts permitted to be withdrawn from the
Certificate Account, to the extent not covered by clauses (a)
through (k)
above, or
not required to be deposited in the Certificate Account under
this
Agreement.
Group II Subordinated Percentage: As to any Distribution Date,
the
percentage which is the difference between 100% and the Group II-A
Percentage
for such date.
Group II Subordinated Prepayment Percentage: As to any
Distribution
Date, the percentage which is the difference between 100% and the
Group II-A
Prepayment Percentage for such date.
Group II-A Certificate: Any Class II-A-1, Class II-A-2, Class
II-A-3
or Class II-A-4 Certificate.
Group II-A Distribution Amount: As to any Distribution Date and
any
Class of Group II-A Certificates (other than the Classes of
Interest Only
Certificates), the amount distributable to such Class pursuant to
Paragraphs
first clause (B), second clause (B) and third clause (B) of Section
4.01(a)(i).
As to any Distribution Date and a Class of Interest Only
Certificates, the
amount distributable to such Class pursuant to Paragraphs first
clause (B) and
second clause (B) of Section 4.01(a)(i).
Group II-A Interest Accrual Amount: As to any Distribution Date,
the
sum of the Interest Accrual Amounts for the Classes of Group II-A
Certificates
with respect to such Distribution Date.
Group II-A Interest Percentage: As to any Distribution Date and
any
Class of Group II-A Certificates, the percentage calculated by
dividing the
Interest Accrual Amount of such Class (determined without regard to
clause (ii)
of the definition thereof) by the Group II-A Interest Accrual
Amount (determined
without regard to clause (ii) of the definition of each Interest
Accrual
Amount).
Group II-A Interest Shortfall Amount: As to any Distribution
Date
and any Class of Group II-A Certificates, any amount by which the
Interest
Accrual Amount of such Class with respect to such Distribution Date
exceeds the
amount distributed in respect of such Class on such Distribution
Date pursuant
to Paragraph first clause (B) of Section 4.01(a)(i).
Group II-A Loss Denominator: As to any Determination Date, an
amount
equal to the Group II-A Principal Balance.
Group II-A Loss Percentage: As to any Determination Date and
any
Class of Group II-A Certificates, the percentage calculated by
dividing the
Principal Balance of such Class by the Group II-A Loss Denominator
(determined
without regard to any such Principal Balance of any Class of Group
II-A
Certificates not then outstanding), in each case determined as of
the preceding
Determination Date.
Group II-A Optimal Amount: As to any Distribution Date, the sum
for
such Distribution Date of (i) the Group II-A Interest Accrual
Amount, (ii) the
Aggregate Group II-A Unpaid Interest Shortfall and (iii) the Group
II-A Optimal
Principal Amount.
Group II-A Optimal Principal Amount: As to any Distribution Date,
an
amount equal to the sum of (I) the sum, as to each Group II
Mortgage Loan that
is an Outstanding Mortgage Loan, of:
(i) the Group II-A Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group II-A Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer with
respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group II-A Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group II-A Percentage of the Substitution Principal
Amount
with respect to each Group II Mortgage Loan for which a
Mortgage
Loan was
substituted during the one month period ending on the day
preceding
the Determination Date for such Distribution Date, less the
amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Mortgage Loan for which a Mortgage
Loan
was
substituted; and
(II) the
Group II-A Prepayment Percentage of the Recovery for Loan Group
II for
such Distribution Date.
Group II-A Percentage: As to any Distribution Date occurring on
or
prior to the Subordination Depletion Date for Group II, the lesser
of (i) 100%
and (ii) the percentage obtained by dividing the Group II-A
Principal Balance
(determined as of the Determination Date preceding such
Distribution Date) by
the Group II Pool Balance. As to any Distribution Date occurring
subsequent to
the Subordination Depletion Date for Group II, 100% or such lesser
percentage
which will cause the Group II-A Principal Balance to decline to
zero following
the distribution made on such Distribution Date.
Group II-A Prepayment Percentage: As to any Distribution Date to
and
including the Distribution Date in September 2011, 100%. As to any
Distribution
Date subsequent to September 2011 to and including the Distribution
Date in
September 2012, the Group II-A Percentage as of such Distribution
Date plus 70%
of the Group II Subordinated Percentage as of such Distribution
Date. As to any
Distribution Date subsequent to September 2012 to and including the
Distribution
Date in September 2013, the Group II-A Percentage as of such
Distribution Date
plus 60% of the Group II Subordinated Percentage as of such
Distribution Date.
As to any Distribution Date subsequent to September 2013 to and
including the
Distribution Date in September 2014, the Group II-A Percentage as
of such
Distribution Date plus 40% of the Group II Subordinated Percentage
as of such
Distribution Date. As to any Distribution Date subsequent to
September 2014 to
and including the Distribution Date in September 2015, the Group
II-A Percentage
as of such Distribution Date plus 20% of the Group II Subordinated
Percentage as
of such Distribution Date. As to any Distribution Date subsequent
to September
2015, the Group II-A Percentage as of such Distribution Date.
No reduction of the level of the Group II-A Prepayment
Percentage
shall occur on any Distribution Date unless, as of such
Distribution Date, (A)
the average outstanding principal balance on such Distribution Date
and for the
preceding five Distribution Dates of the Group II Mortgage Loans
that were
delinquent 60 days or more (including for this purpose any Group II
Mortgage
Loans in foreclosure and Group II Mortgage Loans with respect to
which the
related Mortgaged Property has been acquired by the Trust Estate)
does not
exceed 50% of the Class II-B Principal Balance; and (B) cumulative
Realized
Losses on the Group II Mortgage Loans do not exceed the following
percentages of
the Original Class II-B Subordinated Principal Amount: (1) 30%, if
such
Distribution Date occurs between and including October 2011 and
September 2012
(2) 35%, if such Distribution Date occurs between and including
October 2012 and
September 2013, (3) 40%, if such Distribution Date occurs between
and including
October 2013 and September 2014, (4) 45%, if such Distribution Date
occurs
between and including October 2014 and September 2015, and (5) 50%,
if such
Distribution Date occurs during or after October 2015.
Notwithstanding the foregoing, with respect to any Distribution
Date
on which the preceding criteria are not met, the reduction of the
Group II-A
Prepayment Percentage described in the second through sixth
sentences of this
definition of Group II-A Prepayment Percentage shall not be
applicable with
respect to such Distribution Date. In such event, the Group II-A
Prepayment
Percentage for such Distribution Date will be determined in
accordance with the
applicable provision, as set forth in the first through fifth
sentences of this
definition, which was actually used to determine the Group II-A
Prepayment
Percentage for the Distribution Date occurring in the September
preceding such
Distribution Date (it being understood that for the purposes of
the
determination of the Group II-A Prepayment Percentage for the
current
Distribution Date, the current Group II-A Percentage and Group II
Subordinated
Percentage shall be utilized).
In addition, if on any Distribution Date, prior to giving effect
to
any distributions on such Distribution Date, (i) the Group II
Subordinated
Percentage is equal to or greater than twice the Group II
Subordinated
Percentage as of the Cut-Off Date, (ii) the average outstanding
principal
balance on such Distribution Date and for the preceding five
Distribution Dates
of the Group II Mortgage Loans that were delinquent 60 days or more
(including
for this purpose any Group II Mortgage Loans in foreclosure and
Group II
Mortgage Loans with respect to which the related Mortgaged Property
has been
acquired by the Trust Estate) does not exceed 50% of the Class II-B
Principal
Balance and (iii)(A) prior to the Distribution Date in October
2009, cumulative
Realized Losses on the Group II Mortgage Loans do not exceed 20% of
the Original
Class II-B Subordinated Principal Amount, then the Group II-A
Prepayment
Percentage for such Distribution Date will equal the Group II-A
Percentage for
such Distribution Date plus 50% of the Group II Subordinated
Percentage for such
Distribution Date or (B) on or after the Distribution Date in
October 2009,
cumulative Realized Losses on the Group II Mortgage Loans do not
exceed 30% of
the Original Class II-B Subordinated Principal Amount, then the
Group II-A
Prepayment Percentage for such Distribution Date will equal the
Group II-A
Percentage for such Distribution Date.
Notwithstanding the foregoing, if on any Distribution Date, the
Group II-A Percentage exceeds such percentage as of the Cut-Off
Date, then the
Group II-A Prepayment Percentage will equal 100%.
If on any Distribution Date the allocation to the Group II-A
Certificates of Unscheduled Principal Receipts and other amounts in
the
percentage required above would reduce the Group II-A Principal
Balance below
zero, the Group II-A Prepayment Percentage for such Distribution
Date will be
limited to the percentage necessary to reduce the Group II-A
Principal Balance
to zero. In addition, once the Group II-A Principal Balance has
been reduced to
zero, the Group II-A Prepayment Percentage will be 0%.
With respect to any Distribution Date on which the Group II-A
Prepayment Percentage is reduced below the Group II-A Prepayment
Percentage for
the prior Distribution Date, the Master Servicer shall certify to
the Trustee,
based upon information provided by each Servicer as to the Mortgage
Loans
serviced by it that the criteria set forth in this definition are
met.
Group II-A Principal Balance: As of any date, an amount equal to
the
sum of the Principal Balances for the Group II-A Certificates.
Group II-A Principal Distribution Amount: As to any
Distribution
Date, the amount distributed in respect of the Classes of Group
II-A
Certificates pursuant to Paragraph third clause (B) of Section
4.01(a)(i).
Group II-A Shortfall Percentage: As to any Distribution Date and
any
Class of Group II-A Certificates, the percentage calculated by
dividing the
Class A Unpaid Interest Shortfall for such Class by the Aggregate
Group II-A
Unpaid Interest Shortfall, in each case determined as of the day
preceding the
applicable Distribution Date.
Group III: The Group III-A Certificates.
Group III Adjusted Pool Amount: With respect to any
Distribution
Date, the aggregate of the Cut-Off Date Principal Balances of the
Group III
Mortgage Loans minus the sum of (i) all amounts in respect of
principal received
in respect of the Group III Mortgage Loans (including, without
limitation,
amounts received as Monthly Payments, Periodic Advances,
Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to
Holders of the
Certificates on such Distribution Date and all prior Distribution
Dates, (ii)
the principal portion of all Liquidated Loan Losses incurred on
such Group III
Mortgage Loans for which the Liquidation Proceeds were received
from the Cut-Off
Date through the end of the Applicable Unscheduled Principal
Receipt Period with
respect to Full Unscheduled Principal Receipts for such
Distribution Date and
(iii) the principal portion of all Bankruptcy Losses (other than
Debt Service
Reductions) incurred on the Group III Mortgage Loans from the
Cut-Off Date
through the end of the period corresponding to the Applicable
Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal
Receipts for
such Distribution Date.
Group III Class B Percentage: Any one of the Group III Class
Cr-B-1
Percentage, Group III Class Cr-B-2 Percentage, Group III Class
Cr-B-3
Percentage, Group III Class Cr-B-4 Percentage, Group III Class
Cr-B-5 Percentage
or Group III Class Cr-B-6 Percentage.
Group III Class B Prepayment Percentage: Any of the Group III
Class
Cr-B-1 Prepayment Percentage, Group III Class Cr-B-2 Prepayment
Percentage,
Group III Class Cr-B-3 Prepayment Percentage, Group III Class
Cr-B-4 Prepayment
Percentage, Group III Class Cr-B-5 Prepayment Percentage or Group
III Class
Cr-B-6 Prepayment Percentage.
Group III Class Cr-B-1 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the Group III Subordinated
Percentage by a
fraction, the numerator of which is the Class Cr-B-1 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Class Cr-B Principal Balance.
Group III Class Cr-B-1 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group III Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class Cr-B-1 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Class Cr-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Class Cr-B
Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
Cr-B-1
Certificates are the only Class Cr-B Certificates eligible to
receive such
unscheduled principal distributions in accordance with Section
4.01(d)(i), the
Group III Class Cr-B-1 Prepayment Percentage for such unscheduled
principal
distributions for such Distribution Date will be one.
Group III Class Cr-B-2 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the Group III Subordinated
Percentage by a
fraction, the numerator of which is the Class Cr-B-2 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Class Cr-B Principal Balance.
Group III Class Cr-B-2 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group III Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class Cr-B-2 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Class Cr-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Class Cr-B
Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
Cr-B-2
Certificates are the only Class Cr-B Certificates eligible to
receive such
unscheduled principal distributions in accordance with Section
4.01(d)(i), the
Group III Class Cr-B-2 Prepayment Percentage for such unscheduled
principal
distributions for such Distribution Date will be one.
Group III Class Cr-B-3 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the Group III Subordinated
Percentage by a
fraction, the numerator of which is the Class Cr-B-3 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Class Cr-B Principal Balance.
Group III Class Cr-B-3 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group III Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class Cr-B-3 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Class Cr-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Class Cr-B
Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
Cr-B-3
Certificates are the only Class Cr-B Certificates eligible to
receive such
unscheduled principal distributions in accordance with Section
4.01(d)(i), the
Group III Class Cr-B-3 Prepayment Percentage for such unscheduled
principal
distributions for such Distribution Date will be one.
Group III Class Cr-B-4 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the Group III Subordinated
Percentage by a
fraction, the numerator of which is the Class Cr-B-4 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Class Cr-B Principal Balance.
Group III Class Cr-B-4 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group III Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class Cr-B-4 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Class Cr-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Class Cr-B
Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
Cr-B-4
Certificates are the only Class Cr-B Certificates eligible to
receive such
unscheduled principal distributions in accordance with Section
4.01(d)(i), the
Group III Class Cr-B-4 Prepayment Percentage for such unscheduled
principal
distributions for such Distribution Date will be one.
Group III Class Cr-B-5 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the Group III Subordinated
Percentage by a
fraction, the numerator of which is the Class Cr-B-5 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Class Cr-B Principal Balance.
Group III Class Cr-B-5 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group III Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class Cr-B-5 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Class Cr-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Class Cr-B
Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
Cr-B-5
Certificates are the only Class Cr-B Certificates eligible to
receive such
unscheduled principal distributions in accordance with Section
4.01(d)(i), the
Group III Class Cr-B-5 Prepayment Percentage for such unscheduled
principal
distributions for such Distribution Date will be one.
Group III Class Cr-B-6 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the Group III Subordinated
Percentage by a
fraction, the numerator of which is the Class Cr-B-6 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Class Cr-B Principal Balance.
Group III Class Cr-B-6 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group III Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class Cr-B-6 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Class Cr-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Class Cr-B
Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
Cr-B-6
Certificates are the only Class Cr-B Certificates eligible to
receive such
unscheduled principal distributions in accordance with Section
4.01(d)(i), the
Group III Class Cr-B-6 Prepayment Percentage for such unscheduled
principal
distributions for such Distribution Date will be one.
Group III Mortgage Loans: Those Mortgage Loans identified in
the
Mortgage Loan Schedule as Group III Mortgage Loans.
Group III Pool Balance: As to any Distribution Date, the
aggregate
Scheduled Principal Balances of all Group III Mortgage Loans that
were
Outstanding Mortgage Loans on the Due Date in the month preceding
the month of
such Distribution Date.
Group III Pool Distribution Amount: As of any Distribution Date,
the
funds eligible for distribution to the Group III-A Certificates and
Class Cr-B
Certificates on such Distribution Date, which shall be the sum of
(i) all
previously undistributed payments or other receipts on account of
principal and
interest on or in respect of the Group III Mortgage Loans
(including, without
limitation, the proceeds of any repurchase of a Group III Mortgage
Loan by the
Depositor and any Substitution Principal Amount) received by the
Master Servicer
with respect to the applicable Remittance Date in the month of such
Distribution
Date and any Unscheduled Principal Receipts received by the Master
Servicer on
or prior to the Business Day preceding such Distribution Date, (ii)
all Periodic
Advances made with respect to Group III Mortgage Loans by a
Servicer pursuant to
the related Servicing Agreement or Periodic Advances with respect
to Group III
Mortgage Loans made by the Master Servicer or the Trustee pursuant
to Section
3.03, (iii) any remaining Reimbursement Amount with respect to a
Group III
Mortgage Loan as provided in Section 4.01(a) and (iv) all other
amounts
(including any Insurance Proceeds and Compensating Interest) with
respect to a
Group III Mortgage Loan required to be placed in the Certificate
Account by the
Servicer on or before the applicable Remittance Date or by the
Master Servicer
or the Trustee on or prior to the Distribution Date, but excluding
the
following:
(a) amounts received as late payments of principal or interest
with
respect to
a Group III Mortgage Loan and respecting which the Master
Servicer
or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group III Mortgage
Loan
by the
Master Servicer or the Trustee;
(c) that portion of each payment of interest on a particular
Group
III
Mortgage Loan which represents (i) the applicable Servicing Fee
and
(ii) the
Master Servicing Fee;
(d) all amounts representing scheduled payments of principal
and
interest
on Group III Mortgage Loans due after the Due Date occurring in
the month
in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers
with
respect to Group III Mortgage Loans after the Applicable
Unscheduled
Principal
Receipt Period relating to the Distribution Date for the
applicable
type of Unscheduled Principal Receipt, and all related payments
of
interest on such amounts;
(f) all repurchase proceeds with respect to Group III Mortgage
Loans
repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08
on or
following
the Determination Date in the month in which such Distribution
Date
occurs and the Substitution Principal Amounts with respect to
any
Group III
Mortgage Loans for which Group III Mortgage Loans were
substituted on or following the Determination Date in the month in
which
such
Distribution Date occurs;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to
any Group III Mortgage Loan which represents any unpaid
Servicing
Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group III Mortgage Loans;
(j) Month End Interest in respect of Group III Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in
respect of
Group III Mortgage Loans; and
(l) all other amounts permitted to be withdrawn from the
Certificate
Account,
to the extent not covered by clauses (a) through (k) above, or
not
required to be deposited in the Certificate Account under this
Agreement.
Group III Subordinate Amount: As to any Distribution Date, the
excess of (i) the Group III Pool Balance over (ii) the Group III-A
Principal
Balance.
Group III Subordinated Percentage: As to any Distribution Date,
the
percentage which is the difference between 100% and the Group III-A
Percentage
for such date.
Group III Subordinated Prepayment Percentage: As to any
Distribution
Date, the percentage which is the difference between 100% and the
Group III-A
Prepayment Percentage for such date.
Group III-A Certificate: Any Class III-A-1, Class III-A-2 or
Class
III-A-3 Certificate.
Group III-A Distribution Amount: As to any Distribution Date and
any
Class of Group III-A Certificates (other than the Classes of
Interest Only
Certificates), the amount distributable to such Class of Group
III-A
Certificates pursuant to Paragraphs first clause (C), second clause
(C) and
third clause (C) of Section 4.01(a)(i). As to any Distribution Date
and a Class
of Interest Only Certificates, the amount distributable to such
Class pursuant
to Paragraphs first clause (C) and second clause (C) of Section
4.01(a)(i).
Group III-A Interest Accrual Amount: As to any Distribution
Date,
the sum of the Interest Accrual Amounts for the Classes of Group
III-A
Certificates with respect to such Distribution Date.
Group III-A Interest Percentage: As to any Distribution Date and
any
Class of Group III-A Certificates, the percentage calculated by
dividing the
Interest Accrual Amount of such Class (determined without regard to
clause (ii)
of the definition thereof) by the Group III-A Interest Accrual
Amount
(determined without regard to clause (ii) of the definition of each
Interest
Accrual Amount).
Group III-A Interest Shortfall Amount: As to any Distribution
Date
and any Class of Group III-A Certificates, any amount by which the
Interest
Accrual Amount of such Class with respect to such Distribution Date
exceeds the
amount distributed in respect of such Class on such Distribution
Date pursuant
to Paragraph first clause (C) of Section 4.01(a)(i).
Group III-A Loss Denominator: As to any Determination Date, an
amount equal to the Group III-A Principal Balance.
Group III-A Loss Percentage: As to any Determination Date and
any
Class of Group III-A Certificates, the percentage calculated by
dividing the
Principal Balance of such Class by the Group III-A Loss Denominator
(determined
without regard to any such Principal Balance of any Class of Group
III-A
Certificates not then outstanding), in each case determined as of
the preceding
Determination Date.
Group III-A Optimal Amount: As to any Distribution Date, the sum
for
such Distribution Date of (i) the Group III-A Interest Accrual
Amount, (ii) the
Aggregate Group III-A Unpaid Interest Shortfall and (iii) the Group
III-A
Optimal Principal Amount.
Group III-A Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum, as to each Group III
Mortgage Loan
that is an Outstanding Mortgage Loan, of:
(i) the Group III-A Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group III-A Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group III-A Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group III-A Percentage of the Substitution Principal
Amount
with respect to each Group III Mortgage Loan for which a
Mortgage
Loan was
substituted during the one month period ending on the day
preceding
the Determination Date for such Distribution Date, less the
amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Mortgage Loan for which a Mortgage
Loan
was
substituted; and
(II) the
Group III-A Prepayment Percentage of the Recovery for Loan
Group
III for
such Distribution Date.
Group III-A Percentage: As to any Distribution Date occurring on
or
prior to the Subordination Depletion Date for Group III, the lesser
of (i) 100%
and (ii) the percentage obtained by dividing the Group III-A
Principal Balance
(determined as of the Determination Date preceding such
Distribution Date) by
the Group III Pool Balance. As to any Distribution Date occurring
subsequent to
the Subordination Depletion Date for Group III, 100% or such lesser
percentage
which will cause the Group III-A Principal Balance to decline to
zero following
the distribution made on such Distribution Date.
Group III-A Prepayment Percentage: As to any Distribution Date
to
and including the Distribution Date in September 2013, 100%. As to
any
Distribution Date subsequent to September 2013 to and including the
Distribution
Date in September 2014, the Group III-A Percentage as of such
Distribution Date
plus 70% of the Group III Subordinated Percentage as of such
Distribution Date.
As to any Distribution Date subsequent to September 2014 to and
including the
Distribution Date in September 2015, the Group III-A Percentage as
of such
Distribution Date plus 60% of the Group III Subordinated Percentage
as of such
Distribution Date. As to any Distribution Date subsequent to
September 2015 to
and including the Distribution Date in September 2016, the Group
III-A
Percentage as of such Distribution Date plus 40% of the Group III
Subordinated
Percentage as of such Distribution Date. As to any Distribution
Date subsequent
to September 2016 to and including the Distribution Date in
September 2017, the
Group III-A Percentage as of such Distribution Date plus 20% of the
Group III
Subordinated Percentage as of such Distribution Date. As to any
Distribution
Date subsequent to September 2017, the Group III-A Percentage as of
such
Distribution Date.
No reduction of the level of the Group III-A Prepayment
Percentage
shall occur on any Distribution Date unless, as of such
Distribution Date, (A)
the average outstanding principal balance on such Distribution Date
and for the
preceding five Distribution Dates of the Crossed Group Mortgage
Loans that were
delinquent 60 days or more (including for this purpose any Crossed
Group
Mortgage Loans in foreclosure and Crossed Group Mortgage Loans with
respect to
which the related Mortgaged Property has been acquired by the Trust
Estate) does
not exceed 50% of the Class Cr-B Principal Balance; and (B)
cumulative Realized
Losses on the Crossed Group Mortgage Loans do not exceed the
following
percentages of the Original Class Cr-B Subordinated Principal
Amount: (1) 30%,
if such Distribution Date occurs between and including October 2013
and
September 2014 (2) 35%, if such Distribution Date occurs between
and including
October 2014 and September 2015, (3) 40%, if such Distribution Date
occurs
between and including October 2015 and September 2016, (4) 45%, if
such
Distribution Date occurs between and including October 2016 and
September 2017,
and (5) 50%, if such Distribution Date occurs during or after
October 2017.
Notwithstanding the foregoing, with respect to any Distribution
Date
on which the preceding criteria are not met, the reduction of the
Group III-A
Prepayment Percentage described in the second through sixth
sentences of this
definition of Group III-A Prepayment Percentage shall not be
applicable with
respect to such Distribution Date. In such event, the Group III-A
Prepayment
Percentage for such Distribution Date will be determined in
accordance with the
applicable provision, as set forth in the first through fifth
sentences of this
definition, which was actually used to determine the Group III-A
Prepayment
Percentage for the Distribution Date occurring in the September
preceding such
Distribution Date (it being understood that for the purposes of
the
determination of the Group III-A Prepayment Percentage for the
current
Distribution Date, the current Group III-A Percentage and Group III
Subordinated
Percentage shall be utilized).
In addition, if on any Distribution Date, prior to giving effect
to
any distributions on such Distribution Date, (i) the Group III
Subordinated
Percentage is equal to or greater than twice the Group III
Subordinated
Percentage as of the Cut-Off Date, (ii) the average outstanding
principal
balance on such Distribution Date and for the preceding five
Distribution Dates
of the Crossed Group Mortgage Loans that were delinquent 60 days or
more
(including for this purpose any Crossed Group Mortgage Loans in
foreclosure and
Crossed Group Mortgage Loans with respect to which the related
Mortgaged
Property has been acquired by the Trust Estate) does not exceed 50%
of the Class
Cr-B Principal Balance and (iii)(A) prior to the Distribution Date
in October
2009, cumulative Realized Losses on the Crossed Group Mortgage
Loans do not
exceed 20% of the Original Class Cr-B Subordinated Principal
Amount, then the
Group III-A Prepayment Percentage for such Distribution Date will
equal the
Group III-A Percentage for such Distribution Date plus 50% of the
Group III
Subordinated Percentage for such Distribution Date or (B) on or
after the
Distribution Date in October 2009, cumulative Realized Losses on
the Crossed
Group Mortgage Loans do not exceed 30% of the Original Class Cr-B
Subordinated
Principal Amount, then the Group III-A Prepayment Percentage for
such
Distribution Date will equal the Group III-A Percentage for such
Distribution
Date.
Notwithstanding the foregoing, if on any Distribution Date, the
Aggregate Crossed Group Class A Percentage exceeds such percentage
as of the
Cut-Off Date, then the Group III-A Prepayment Percentage will equal
100%.
If on any Distribution Date the allocation to the Group III-A
Certificates of Unscheduled Principal Receipts and other amounts in
the
percentage required above would reduce the Group III-A Principal
Balance below
zero, the Group III-A Prepayment Percentage for such Distribution
Date will be
limited to the percentage necessary to reduce the Group III-A
Principal Balance
to zero. In addition, once the Group III-A Principal Balance has
been reduced to
zero, the Group III-A Prepayment Percentage will be 0%.
With respect to any Distribution Date on which the Group III-A
Prepayment Percentage is reduced below the Group III-A Prepayment
Percentage for
the prior Distribution Date, the Master Servicer shall certify to
the Trustee,
based upon information provided by each Servicer as to the Mortgage
Loans
serviced by it that the criteria set forth in this definition are
met.
Group III-A Principal Balance: As of any date, an amount equal
to
the sum of the Principal Balances for the Classes of Group III-A
Certificates.
Group III-A Principal Distribution Amount: As to any
Distribution
Date, the aggregate amount distributed in respect of the Classes of
Group III-A
Certificates pursuant to Paragraph third clause (C) of Section
4.01(a)(i).
Group III-A Shortfall Percentage: As to any Distribution Date
and
any Class of Group III-A Certificates, the percentage calculated by
dividing the
Class A Unpaid Interest Shortfall for such Class by the Aggregate
Group III-A
Unpaid Interest Shortfall, in each case determined as of the day
preceding the
applicable Distribution Date.
Holder: See
"Certificateholder."
Independent: When used with respect to any specified Person,
such
Person who (i) is in fact independent of the Depositor, the Master
Servicer and
any Servicer, (ii) does not have any direct financial interest or
any material
indirect financial interest in the Depositor or the Master Servicer
or any
Servicer or in an affiliate of either and (iii) is not connected
with the
Depositor, the Master Servicer or any Servicer as an officer,
employee,
promoter, underwriter, trustee, partner, director or person
performing similar
functions.
Index: Either the One-Year CMT Index or the One-Year LIBOR Index.
In
the event that either such Index is no longer available, the
applicable Servicer
will select a substitute Index in accordance with the terms of the
related
Mortgage Note and in compliance with federal and state law.
Insurance Policy: Any insurance or performance bond relating to
a
Mortgage Loan or the Mortgage Loans, including any hazard
insurance, special
hazard insurance, flood insurance, primary mortgage insurance,
mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to
any
Insurance Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy
covering
a Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any
Class
of Class A Certificates, (i) the product of (a) 1/12th of the Class
A
Pass-Through Rate for such Class and (b) the Principal Balance or
Notional
Amount of such Class as of the Determination Date immediately
preceding such
Distribution Date minus (ii) the sum of (A) the Group I-A Interest
Percentage,
Group II-A Interest Percentage or Group III-A Interest Percentage,
as
applicable, of such Class of the interest portion of any Realized
Losses
allocated to the Group I-A Certificates, Group II-A Certificates or
Group III-A
Certificates, as applicable, on or after the applicable
Subordination Depletion
Date pursuant to Section 4.02(c) and (B) for the Class A
Certificates of the
Crossed Groups, the Crossed Group Class A Interest Percentage, and
for the Group
II-A Certificates, the Group II-A Interest Percentage, of any
Non-Supported
Interest Shortfall or Relief Act Shortfall allocated to the Class A
Certificates
of such Crossed Group or the Group II-A Certificates, as
applicable, with
respect to such Distribution Date.
As to any Distribution Date and any Class of Class B
Certificates,
an amount equal to (i) the product of 1/12th of the applicable
Class B
Pass-Through Rate and the Principal Balance of such Class as of
the
Determination Date preceding such Distribution Date minus (ii) the
Class B
Interest Percentage of such Class of the sum of any Non-Supported
Interest
Shortfall and any Relief Act Shortfall allocated to the Class Cr-B
or Class II-B
Certificates, as applicable, with respect to such Distribution
Date.
Interest Only Certificates: Any of the Class I-A-9, Class
I-A-10,
Class II-A-2 or Class III-A-3 Certificates.
Letter of Credit: As defined in the Wells Fargo Bank Servicing
Agreement.
Liquidated Loan: A Mortgage Loan with respect to which the
related
Mortgaged Property has been acquired, liquidated or foreclosed and
with respect
to which the applicable Servicer determines that all Liquidation
Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date,
the
aggregate of the amount of losses with respect to each Mortgage
Loan which
became a Liquidated Loan during the Applicable Unscheduled
Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such
Distribution
Date, equal to the excess of (i) the unpaid principal balance of
each such
Liquidated Loan, plus accrued interest thereon in accordance with
the
amortization schedule at the time applicable thereto at the
applicable Net
Mortgage Interest Rate from the Due Date as to which interest was
last paid with
respect thereto through the last day of the month preceding the
month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds
with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in
connection
with the liquidation of any defaulted Mortgage Loan or property
acquired in
respect thereof (including, without limitation, legal fees and
expenses,
committee or referee fees, and, if applicable, brokerage
commissions and
conveyance taxes), any unreimbursed advances (including Periodic
Advances)
expended by such Servicer pursuant to its Servicing Agreement or
the Master
Servicer or Trustee pursuant hereto respecting the related Mortgage
Loan,
including any unreimbursed advances for real property taxes or for
property
restoration or preservation of the related Mortgaged Property.
Liquidation
Expenses shall not include any previously incurred expenses in
respect of an REO
Mortgage Loan which have been netted against related REO
Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) or PMI Advances made by a Servicer in
connection with the
liquidation of defaulted Mortgage Loans or property acquired in
respect thereof,
whether through foreclosure, sale or otherwise, including payments
in connection
with such Mortgage Loans received from the Mortgagor, other than
amounts
required to be paid to the Mortgagor pursuant to the terms of the
applicable
Mortgage or to be applied otherwise pursuant to law.
Liquidation Profits: As to any Distribution Date and any
Mortgage
Loan that became a Liquidated Loan during the Applicable
Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts
for such
Distribution Date, the excess, if any, of (i) Net Liquidation
Proceeds in
respect of such Liquidated Loan over (ii) the unpaid principal
balance of such
Liquidated Loan plus accrued interest thereon in accordance with
the
amortization schedule at the time applicable thereto at the
applicable Net
Mortgage Interest Rate from the Due Date to which interest was last
paid with
respect thereto through the last day of the month preceding the
month in which
such Distribution Date occurs.
Loan Group: Any of Loan Group I, Loan Group II or Loan Group
III.
Loan Group I: The Group I Mortgage Loans.
Loan Group II: The Group II Mortgage Loans.
Loan Group III: The Group III Mortgage Loans.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular
Mortgage Loan at
origination and the denominator of which is the lesser of (x) the
appraised
value of the related Mortgaged Property determined in the appraisal
used by the
originator at the time of origination of such Mortgage Loan, and
(y) if the
Mortgage is originated in connection with a sale of the Mortgaged
Property, the
sale price for such Mortgaged Property.
Lower-Tier Distribution Amount: The aggregate of the Crossed
Group
Lower-Tier Distribution Amount and the Group II Lower-Tier
Distribution Amount.
Master Servicer: Wells Fargo Bank, or its successor in
interest.
Initially, the Master Servicer functions shall be performed by the
Corporate
Trust Services division of Wells Fargo Bank.
Master Servicer Errors and Omissions Policy: An insurance
policy
covering losses caused by errors or omissions of the Master
Servicer and its
personnel.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer
pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum
rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee
Rate: As set forth in Section 11.24.
Master Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the administration and master
servicing of the
Mortgage Loans.
MERS: The Mortgage Electronic Registration Systems, Inc.
MERS Mortgage Loan: Any MOM Mortgage Loan or any other Mortgage
Loan
as to which MERS is (or is intended to be) the mortgagee of record
and as to
which a MIN has been assigned.
Mid-Month Receipt Period: With respect to each Distribution
Date,
the one month period beginning on the Determination Date (or, in
the case of the
first Distribution Date, from and including the Cut-Off Date)
occurring in the
calendar month preceding the month in which such Distribution Date
occurs and
ending on the day preceding the Determination Date immediately
preceding such
Distribution Date.
Middle-Tier Certificate Account: The trust account established
and
maintained pursuant to Section 4.01(e).
Middle-Tier Distribution Amount: As defined in Section
4.01(a)(iv).
Middle-Tier REMIC: One of the four separate REMICs comprising
the
Trust Estate, the assets of which consist of the Uncertificated
Lower-Tier
Interests and such amounts as shall from time to time be held in
the Middle-Tier
Certificate Account.
MIN: A MERS Mortgage Identification Number assigned to a
Mortgage
Loan registered under MERS.
MOM: A Mortgage Loan where the related Mortgage names MERS as
the
original mortgagee thereof, as to which a MIN has been assigned,
and which
Mortgage has not been assigned to any other person.
Month End Interest: As defined in each Servicing Agreement.
Monthly Payment: As to any Mortgage Loan (including any REO
Mortgage
Loan) and any Due Date, the payment of principal and interest due
thereon in
accordance with the amortization schedule at the time applicable
thereto (after
adjustment for any Curtailments and Deficient Valuations occurring
prior to such
Due Date but before any adjustment to such amortization schedule,
other than for
Deficient Valuations, by reason of any bankruptcy or similar
proceeding or any
moratorium or similar waiver or grace period).
Moody's: Moody's Investors Service, Inc. or its successor in
interest.
Mortgage: The mortgage, deed of trust or other instrument creating
a
first lien on Mortgaged Property securing a Mortgage Note together
with any
Mortgage Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum
rate
at which interest accrues on the unpaid principal balance thereof
as set forth
in the related Mortgage Note, which rate is as indicated on the
Mortgage Loan
Schedule.
Mortgage Loan Purchase Agreement: The mortgage loan purchase
agreement dated as of September 28, 2006 between Wells Fargo Bank,
as seller,
and the Depositor, as purchaser.
Mortgage Loan Rider: The standard Fannie Mae/Freddie Mac riders
to
the Mortgage Note and/or Mortgage riders required when the
Mortgaged Property is
a condominium unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list delivered by the Depositor to
the
Trustee, the Master Servicer and the Custodian of the Mortgage
Loans transferred
to the Trustee on the Closing Date as part of the Trust Estate,
which list may
be amended following the Closing Date upon conveyance of a
Substitute Mortgage
Loan pursuant to Section 2.02 or 2.03 and which list shall set
forth at a
minimum the following information as of the close of business on
the Cut-Off
Date (or, with respect to Substitute Mortgage Loans, as of the
close of business
on the day of substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xiii) the applicable Servicing Fee Rate;
(xiv) the Master Servicing Fee Rate;
(xv) the applicable Index;
(xvi) the Gross Margin;
(xvii) the Periodic Cap;
(xviii) the first Adjustment Date following the Closing Date;
(xix) the Rate Ceiling;
(xx) in the case of any Mortgage Loan initially serviced by
Wells
Fargo Bank, whether such Mortgage Loan is a Type 1 Mortgage Loan or
a Type 2
Mortgage Loan;
(xxi) the name of the Servicer; and
(xxii) whether such Mortgage Loan is a Group I Mortgage Loan,
Group
II Mortgage Loan or Group III Mortgage Loan.
Such schedule may consist of multiple reports that collectively
set
forth all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and
assigned
to the Trustee on the Closing Date pursuant to Section 2.01(a) and
any mortgage
loans substituted therefor pursuant to Section 2.02 or 2.03, in
each case as
from time to time are included in the Trust Estate as identified in
the Mortgage
Loan Schedule.
Mortgage Note: The
note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan together with
any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which
may
include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.
Net Mortgage Interest
Rate: With respect to each Mortgage Loan, a
rate equal to (i) the Mortgage Interest Rate on such Mortgage Loan
minus (ii)
the sum of (a) the applicable Servicing Fee Rate, as set forth in
Section 11.23
with respect to such Mortgage Loan and (b) the Master Servicing Fee
Rate, as set
forth in Section 11.24 with respect to such Mortgage Loan. Any
regular monthly
computation of interest at such rate shall be based upon annual
interest at such
rate on the applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net
of
any related expenses of the Servicer.
Net WAC: As to any Loan Group and any Distribution Date, a per
annum
rate equal to the weighted average of the Net Mortgage Interest
Rates of the
Mortgage Loans in such Loan Group (based on the Scheduled Principal
Balances of
the Mortgage Loans in such Loan Group on the first day of the month
preceding
the month in which such Distribution Date occurs).
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Nonrecoverable Advance: Any portion of a Periodic Advance
previously
made or proposed to be made in respect of a Mortgage Loan which has
not been
previously reimbursed to the Servicer, the Master Servicer or the
Trustee, as
the case may be, and which the Servicer, the Master Servicer or the
Trustee
determines will not, or in the case of a proposed Periodic Advance
would not, be
ultimately recoverable from Liquidation Proceeds or other
recoveries in respect
of the related Mortgage Loan. The determination by the Servicer,
the Master
Servicer or the Trustee (i) that it has made a Nonrecoverable
Advance or (ii)
that any proposed Periodic Advance, if made, would constitute a
Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the
Servicer
delivered to the Master Servicer for redelivery to the Trustee or,
in the case
of a Master Servicer determination, an Officer's Certificate of the
Master
Servicer delivered to the Trustee, in each case detailing the
reasons for such
determination.
Non-Supported Interest Shortfall: With respect to any
Distribution
Date and (A) the Crossed Loan Groups, the sum of (i) the excess, if
any, of the
aggregate Prepayment Interest Shortfall on the Crossed Group
Mortgage Loans over
the Compensating Interest with respect to the Crossed Loan Groups
for such
Distribution Date and (ii) Curtailment Interest Shortfalls with
respect to such
Crossed Loan Groups for such Distribution Date and (B) Loan Group
II, the sum of
(i) the excess, if any, of the aggregate Prepayment Interest
Shortfall on the
Group II Mortgage Loans over the Compensating Interest with respect
to such Loan
Group for such Distribution Date and (ii) Curtailment Interest
Shortfalls with
respect to such Loan Group for such Distribution Date. With respect
to each
Distribution Date occurring on or after the Subordination Depletion
Date for the
Crossed Groups or Group II, as the case may be, the Non-Supported
Interest
Shortfall for the Crossed Loan Groups or Loan Group II, as
applicable,
determined pursuant to the preceding sentence will be increased by
the amount of
any applicable Subordination Depletion Date Interest Shortfall with
respect to
the Crossed Loan Groups or Loan Group II, as the case may be, for
such
Distribution Date. Any Non-Supported Interest Shortfall will be
allocated to (a)
(i) the Crossed Groups according to the percentage obtained by
dividing the
Crossed Group Class A Principal Balance by the Aggregate Crossed
Group Principal
Balance or (ii) the Group II-A-1 Certificates according to the
percentage
obtained by dividing the Group II-A Principal Balance by the
Aggregate Group II
Principal Balance and (b) (i) the Class Cr-B Certificates according
to the
percentage obtained by dividing the Class Cr-B Principal Balance by
the
Aggregate Crossed Group Principal Balance or (ii) the Class II-B
Certificates
according to the percentage obtained by dividing the Class II-B
Principal
Balance by the Aggregate Group II Principal Balance.
Non-U.S. Person: As defined in Section 4.01(g).
Notional Amount: Any of the Class I-A-9 Notional Amount, Class
I-A-10 Notional Amount, Class II-A-2 Notional Amount or the Class
III-A-3
Notional Amount.
NYCEMA: A New York Consolidation, Extension and Modification
Agreement.
Officer's Certificate: With respect to any Person, a
certificate
signed by the Chairman of the Board, the President or a Vice
President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers,
Assistant
Secretaries or any other duly authorized officer of such Person
(or, in the case
of a Person which is not a corporation, signed by the person or
persons having
like responsibilities).
One-Year CMT Index: As to any Mortgage Loan and Adjustment Date,
a
rate per annum that is defined to be the weekly average yield on
United States
Treasury Securities adjusted to a constant maturity of one year, as
made
available by the Federal Reserve Board, published in Federal
Reserve Statistical
Release H.15 (519) and most recently available as of the date up to
45 days
before the applicable Adjustment Date. In the event that such Index
is no longer
available, the applicable Servicer will select a substitute Index
in accordance
with the terms of the related Mortgage Note and in compliance with
federal and
state law.
One-Year LIBOR Index: As to any Mortgage Loan and Adjustment Date,
a
rate per annum that is defined to be the average of interbank
offered rates for
one-year U.S. dollar-denominated deposits in the London market, as
published in
The Wall Street Journal and most recently available as of the date
up to 45 days
before the applicable Adjustment Date.
Opinion of Counsel: A written opinion of counsel, who may be
outside
or salaried counsel for the Depositor, a Servicer or the Master
Servicer, or any
affiliate of the Depositor, a Servicer or the Master Servicer,
acceptable to the
Trustee if such opinion is to be delivered to the Trustee;
provided, however,
that with respect to REMIC matters, matters relating to the
determination of
Eligible Accounts or matters relating to transfers of Certificates,
such counsel
shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event
will occur
with respect to such Class if: (i) the Principal Balance of such
Class on the
Determination Date succeeding such Distribution Date would have
been reduced to
zero (regardless of whether such Principal Balance was reduced to
zero as a
result of principal distribution or the allocation of Realized
Losses to such
Class) and (ii)(a) the Principal Balance of any Class of Class A
Certificates of
the Crossed Groups or Group II, as applicable, would be subject to
further
reduction as a result of the third sentence of the definition of
Principal
Balance or (b) the Principal Balance of a related Class of Class
Cr-B or Class
II-B Certificates, as applicable, with a lower numerical
designation would be
reduced with respect to such Distribution Date as a result of the
application of
the proviso in the definition of Class Cr-B-1 Principal Balance,
Class Cr-B-2
Principal Balance, Class Cr-B-3 Principal Balance, Class Cr-B-4
Principal
Balance, Class Cr-B-5 Principal Balance, Class Cr-B-6 Principal
Balance, Class
II-B-1 Principal Balance, Class II-B-2 Principal Balance, Class
II-B-3 Principal
Balance, Class II-B-4 Principal Balance, Class II-B-5 Principal
Balance or Class
II-B-6 Principal Balance.
Original Class I-A-9 Notional Amount: The Original Class I-A-9
Notional Amount as set forth in Section 11.05(a).
Original Class I-A-10 Notional Amount: The Original Class
I-A-10
Notional Amount as set forth in Section 11.05(b).
Original Class II-A-2 Notional Amount: The Original Class
II-A-2
Notional Amount as set forth in Section 11.05(c).
Original Class II-B-1 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of
the Original
Class II-B-2 Principal Balance, the Original Class II-B-3 Principal
Balance, the
Original Class II-B-4 Principal Balance, the Original Class II-B-5
Principal
Balance and the Original Class II-B-6 Principal Balance by the
Cut-Off Date Loan
Group II Aggregate Principal Balance. The Original Class II-B-1
Fractional
Interest is specified in Section 11.14.
Original Class II-B-2 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of
the Original
Class II-B-3 Principal Balance, the Original Class II-B-4 Principal
Balance, the
Original Class II-B-5 Principal Balance and the Original Class
II-B-6 Principal
Balance by the Cut-Off Date Loan Group II Aggregate Principal
Balance. The
Original Class II-B-2 Fractional Interest is specified in Section
11.15.
Original Class II-B-3 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of
the Original
Class II-B-4 Principal Balance, the Original Class II-B-5 Principal
Balance and
the Original Class II-B-6 Principal Balance by the Cut-Off Date
Loan Group II
Aggregate Principal Balance. The Original Class II-B-3 Fractional
Interest is
specified in Section 11.16.
Original Class II-B-4 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of
the Original
Class II-B-5 Principal Balance and the Original Class II-B-6
Principal Balance
by the Cut-Off Date Loan Group II Aggregate Principal Balance. The
Original
Class II-B-4 Fractional Interest is specified in Section 11.17.
Original Class II-B-5 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the Original
Class II-B-6
Principal Balance by the Cut-Off Date Loan Group II Aggregate
Principal Balance.
The Original Class II-B-5 Fractional Interest is specified in
Section 11.18.
Original Class II-B-1 Principal Balance: The Class II-B-1
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.08.
Original Class II-B-2 Principal Balance: The Class II-B-2
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.08.
Original Class II-B-3 Principal Balance: The Class II-B-3
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.08.
Original Class II-B-4 Principal Balance: The Class II-B-4
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.08.
Original Class II-B-5 Principal Balance: The Class II-B-5
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.08.
Original Class II-B-6 Principal Balance: The Class II-B-6
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.08.
Original Class III-A-3 Notional Amount: The Original Class
III-A-3
Notional Amount as set forth in Section 11.05(d).
Original Class B Principal Balance: The sum of the Original
Class
Cr-B-1 Principal Balance, Original Class Cr-B-2 Principal Balance,
Original
Class Cr-B-3 Principal Balance, Original Class Cr-B-4 Principal
Balance,
Original Class Cr-B-5 Principal Balance, Original Class Cr-B-6
Principal
Balance, Original Class II-B-1 Principal Balance, Original Class
II-B-2
Principal Balance, Original Class II-B-3 Principal Balance,
Original Class
II-B-4 Principal Balance, Original Class II-B-5 Principal Balance
and Original
Class II-B-6 Principal Balance, as set forth in Section 11.08.
Original Class Cr-B Principal Balance: The Class Cr-B Principal
Balance as of the Cut-Off Date, as set forth in Section
11.07(a).
Original Class Cr-B Subordinated Principal Amount: The Class
Cr-B
Principal Balance as of the Cut-Off Date.
Original Class Cr-B-1 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of
the Original
Class Cr-B-2 Principal Balance, the Original Class Cr-B-3 Principal
Balance, the
Original Class Cr-B-4 Principal Balance, the Original Class Cr-B-5
Principal
Balance and the Original Class Cr-B-6 Principal Balance by the
Cut-Off Date
Crossed Loan Group Aggregate Principal Balance. The Original Class
Cr-B-1
Fractional Interest is specified in Section 11.09.
Original Class Cr-B-2 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of
the Original
Class Cr-B-3 Principal Balance, the Original Class Cr-B-4 Principal
Balance, the
Original Class Cr-B-5 Principal Balance and the Original Class
Cr-B-6 Principal
Balance by the Cut-Off Date Crossed Loan Group Aggregate Principal
Balance. The
Original Class Cr-B-2 Fractional Interest is specified in Section
11.10.
Original Class Cr-B-3 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of
the Original
Class Cr-B-4 Principal Balance, the Original Class Cr-B-5 Principal
Balance and
the Original Class Cr-B-6 Principal Balance by the Cut-Off Date
Crossed Loan
Group Aggregate Principal Balance. The Original Class Cr-B-3
Fractional Interest
is specified in Section 11.11.
Original Class Cr-B-4 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of
the Original
Class Cr-B-5 Principal Balance and the Original Class Cr-B-6
Principal Balance
by the Cut-Off Date Crossed Loan Group Aggregate Principal Balance.
The Original
Class Cr-B-4 Fractional Interest is specified in Section 11.12.
Original Class Cr-B-5 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the Original
Class Cr-B-6
Principal Balance by the Cut-Off Date Crossed Loan Group Aggregate
Principal
Balance. The Original Class Cr-B-5 Fractional Interest is specified
in Section
11.13.
Original Class Cr-B-1 Principal Balance: The Class Cr-B-1
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.08.
Original Class Cr-B-2 Principal Balance: The Class Cr-B-2
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.08.
Original Class Cr-B-3 Principal Balance: The Class Cr-B-3
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.08.
Original Class Cr-B-4 Principal Balance: The Class Cr-B-4
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.08.
Original Class Cr-B-5 Principal Balance: The Class Cr-B-5
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.08.
Original Class Cr-B-6 Principal Balance: The Class Cr-B-6
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.08.
Original Group I-A Percentage: The Group I-A Percentage as of
the
Cut-Off Date, as set forth in Section 11.03(a).
Original Group II-A Percentage: The Group II-A Percentage as of
the
Cut-Off Date, as set forth in Section 11.03(b).
Original Group III-A Percentage: The Group III-A Percentage as
of
the Cut-Off Date, as set forth in Section 11.03(c).
Original Class II-B Principal Balance: The Class II-B Principal
Balance as of the Cut-Off Date, as set forth in Section
11.07(b).
Original Class II-B Subordinated Principal Amount: The Class
II-B
Principal Balance as of the Cut-Off Date.
Original Notional Amount: The Original Class I-A-9 Notional
Amount,
Class I-A-10 Notional Amount, Class II-A-2 Notional Amount or Class
III-A-3
Notional Amount as set forth in Section 11.05.
Original Principal Balance: Any of the Original Principal
Balances
of the Classes of Class A Certificates as set forth in Section
11.04; the
Original Class Cr-B-1 Principal Balance, Original Class Cr-B-2
Principal
Balance, Original Class Cr-B-3 Principal Balance, Original Class
Cr-B-4
Principal Balance, Original Class Cr-B-5 Principal Balance,
Original Class
Cr-B-6 Principal Balance, Original Class II-B-1 Principal Balance,
Original
Class II-B-2 Principal Balance, Original Class II-B-3 Principal
Balance,
Original Class II-B-4 Principal Balance, Original Class II-B-5
Principal Balance
or Original Class II-B-6 Principal Balance as set forth in Section
11.08.
Other Servicer: Any of the Servicers other than Wells Fargo
Bank.
Other Servicer Mortgage Loan: Any of the Mortgage Loans, if
any,
identified on the Mortgage Loan Schedule as serviced by an Other
Servicer, as
such Mortgage Loan Schedule may be amended from time to time in
connection with
a substitution pursuant to Section 2.02 or 2.03, which Mortgage
Loan is serviced
under an Other Servicing Agreement.
Other Servicing
Agreements: The
Servicing Agreements
other than
the Wells Fargo Bank Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a
Full Unscheduled
Principal Receipt prior to such Due Date and which was not
repurchased by the
Depositor prior to such Due Date pursuant to Section 2.02, 2.03 or
3.08.
Owner Mortgage Loan File: A file maintained by the Custodian
for
each Mortgage Loan that contains the documents specified in Section
2.01(a) and
any additional documents required to be added to the Owner Mortgage
Loan File
pursuant to this Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by
a
Servicer prior to the Unscheduled Principal Receipt Period in which
the related
Mortgage Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized to make distributions to
Certificateholders with respect to the Certificates and to forward
to
Certificateholders the periodic and annual statements required by
Section 4.04.
The Paying Agent may be the Trustee. The initial Paying Agent is
appointed in
Section 4.03(b).
Paying Agent Agreement: As defined in Section 4.03(b).
Payment Account: The account maintained pursuant to Section
4.03(a).
Percentage Interest: With respect to a Class A Certificate of a
Class (other than an Interest Only Certificate), the undivided
percentage
interest obtained by dividing the original principal balance of
such Certificate
by the Original Principal Balance of such Class of Class A
Certificates. With
respect to an Interest Only Certificate, the undivided percentage
interest
obtained by dividing the original notional amount evidenced by such
Interest
Only Certificate by the Original Notional Amount of such Class of
Interest Only
Certificates. With respect to a Class B Certificate of a Class, the
undivided
percentage interest obtained by dividing the original principal
balance of such
Certificate by the Original Principal Balance of such Class of
Class B
Certificates.
Periodic Advance: The aggregate of the advances required to be
made
by a Servicer on any Remittance Date pursuant to its Servicing
Agreement or by
the Master Servicer or the Trustee hereunder on any Distribution
Date, the
amount of any such advances being equal to the total of all Monthly
Payments
(adjusted, in each case (i) in respect of interest, to the
applicable Mortgage
Interest Rate less the applicable Servicing Fee in the case of
Periodic Advances
made by a Servicer and to the applicable Net Mortgage Interest Rate
in the case
of Periodic Advances made by the Master Servicer or Trustee and
(ii) by the
amount of any related Debt Service Reductions or reductions in the
amount of
interest collectable from the Mortgagor pursuant to the
Servicemembers Civil
Relief Act, as it may be amended from time to time, or similar
legislation or
regulations then in effect) on the Mortgage Loans, that (x) were
delinquent as
of the close of business on the related Determination Date, (y)
were not the
subject of a previous Periodic Advance by such Servicer or of a
Periodic Advance
by the Master Servicer or the Trustee, as the case may be and (z)
have not been
determined by the Master Servicer, such Servicer or Trustee to be
Nonrecoverable
Advances.
Periodic Cap: For each Mortgage Loan, the applicable limit on
adjustment of the Mortgage Interest Rate for each Adjustment Date
specified in
the applicable Mortgage Note and designated as such in the Mortgage
Loan
Schedule.
Person: Any individual, corporation, partnership, joint
venture,
association, joint-stock company, trust, unincorporated
organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
Pledge Holder: As defined in the Wells Fargo Bank Servicing
Agreement.
Pledged Asset Mortgage Loans: The Mortgage Loans listed on Exhibit
Q
for which Letters of Credit have been issued.
PMI Advance: As defined in the related Servicing Agreement, if
applicable.
Pool Balance: Any of
the Group I Pool Balance, Group II Pool Balance
or Group III Pool Balance.
Pool Scheduled Principal Balance: With respect to the Crossed
Loan
Groups, the Crossed Group Pool Balance and with respect to Loan
Group II, the
Group II Pool Balance.
Prepayment In Full: With respect to any Mortgage Loan, a
Mortgagor
payment consisting of a Principal Prepayment in the amount of the
outstanding
principal balance of such loan and resulting in the full
satisfaction of such
obligation.
Prepayment Interest Shortfall: On any Distribution Date, the
amount
of interest, if any, that would have accrued on any Mortgage Loan
which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate
for such
Mortgage Loan from the date of its Prepayment in Full (but in the
case of a
Prepayment in Full where the Applicable Unscheduled Principal
Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in
Full is on
or after the Determination Date in the month prior to the month of
such
Distribution Date and prior to the first day of the month of such
Distribution
Date) through the last day of the month prior to the month of such
Distribution
Date.
Principal Adjustment: In the event that the Class Cr-B-1
Optimal
Principal Amount, Class Cr-B-2 Optimal Principal Amount, Class
Cr-B-3 Optimal
Principal Amount, Class Cr-B-4 Optimal Principal Amount, Class
Cr-B-5 Optimal
Principal Amount, Class Cr-B-6 Optimal Principal Amount, Class
II-B-1 Optimal
Principal Amount, Class II-B-2 Optimal Principal Amount, Class
II-B-3 Optimal
Principal Amount, Class II-B-4 Optimal Principal Amount, Class
II-B-5 Optimal
Principal Amount or Class II-B-6 Optimal Principal Amount is
calculated in
accordance with the proviso in such definition with respect to any
Distribution
Date, the Principal Adjustment for such Class of Class B
Certificates shall
equal the difference between (i) the amount that would have been
distributed to
such Class as principal in accordance with Section 4.01(a)(ii) for
such
Distribution Date, calculated without regard to such proviso and
assuming there
are no Principal Adjustments for such Distribution Date and (ii)
the Adjusted
Principal Balance for such Class.
Principal Balance: As of the first Determination Date and as to
any
Class of Class A Certificates (other than the Interest Only
Certificates), the
Original Principal Balance of such Class. As of any subsequent
Determination
Date prior to the applicable Subordination Depletion Date and as to
any Class of
Group I-A Certificates, Group II-A Certificates or Group III-A
Certificates, as
the case may be (other than the Interest Only Certificates), the
Original
Principal Balance of such Class less the sum of all amounts
previously
distributed in respect of such Class on prior Distribution Dates
(i) pursuant to
Paragraph third of Section 4.01(a)(i) and (ii) as a result of a
Principal
Adjustment. After the applicable Subordination Depletion Date, each
such
Principal Balance of a Class of Group I-A Certificates, Group II-A
Certificates
or Group III-A Certificates, as the case may be, will also be
reduced (if clause
(a) is greater than clause (b)) or increased (if clause (a) is less
than clause
(b)) on each Determination Date by an amount equal to the product
of the Group
I-A Loss Percentage, Group II-A Loss Percentage or Group III-A Loss
Percentage,
as applicable, of such Class and the difference, if any, between
(a) the Group
I-A Principal Balance, Group II-A Principal Balance or Group III-A
Principal
Balance, as applicable, as of such Determination Date without
regard to this
sentence and (b) the Group I Adjusted Pool Amount, Group II
Adjusted Pool Amount
or Group III Adjusted Pool Amount, as applicable, for the preceding
Distribution
Date; provided, however, that the amount of any such reduction for
the Class
I-A-2, Class I-A-3 Class I-A-5, Class I-A-6 and Class I-A-7
Certificates will be
decreased by the Class I-A-8 Loss Allocation Amount, the amount of
any such
reduction for the Class II-A-1 and Class II-A-3 Certificates will
be decreased
by the Class II-A-4 Loss Allocation Amount and the amount of any
such reduction
for the Class III-A-1 Certificates will be decreased by the Class
III-A-2 Loss
Allocation Amount. After the applicable Subordination Depletion
Date, the
Principal Balances of the Class I-A-8 Certificates, Class II-A-4
Certificates
and Class III-A-2 Certificates will additionally be reduced by the
Class I-A-8
Loss Allocation Amount, the Class II-A-4 Loss Allocation Amount and
the Class
III-A-2 Loss Allocation Amount, respectively. In addition, any
increase
allocated to the Class I-A-2, Class I-A-3 Class I-A-5, Class I-A-6
and Class
I-A-7 Certificates pursuant to the third sentence above will
instead increase
the Principal Balance of the Class I-A-8 Certificates, any increase
allocated to
the Class II-A-1 and Class II-A-3 Certificates pursuant to the
third sentence
above will instead increase the Principal Balance of the Class
II-A-4
Certificates and any increase allocated to the Class III-A-1
Certificates
pursuant to the third sentence above will instead increase the
Principal Balance
of the Class III-A-2 Certificates. Notwithstanding the foregoing,
on any
Distribution Date in which the sum of the Class I-A-2 Loss Amount,
Class I-A-3
Loss Amount, Class I-A-5 Loss Amount, Class I-A-6 Loss Amount and
Class I-A-7
Loss Amount exceeds the Principal Balance of the Class I-A-8
Certificates prior
to any reduction for the Class I-A-8 Loss Allocation Amount, such
excess will be
allocated, pro rata, based on the Class I-A-2 Loss Amount, Class
I-A-3 Loss
Amount, Class I-A-5 Loss Amount, Class I-A-6 Loss Amount and Class
I-A-7 Loss
Amount in reduction of the Principal Balances of the Class I-A-2,
Class I-A-3,
Class I-A-5, Class I-A-6 and Class I-A-7 Certificates.
Notwithstanding the
foregoing, on any Distribution Date in which the sum of the Class
II-A-1 Loss
Amount and Class II-A-3 Loss Amount exceeds the Principal Balance
of the Class
II-A-4 Certificates prior to any reduction for the Class II-A-1
Loss Amount and
Class II-A-3 Loss Amount in reduction of the Principal Balances of
the Class
II-A-1 and Class II-A-3 Certificates. Notwithstanding the
foregoing, on any
Distribution Date in which the Class III-A-1 Loss Amount exceeds
the Principal
Balance of the Class III-A-2 Certificates prior to any reduction
for the Class
III-A-2 Loss Allocation Amount, such excess will be allocated in
reduction of
the Principal Balance of the Class III-A-1 Certificates.
The Class I-A-9, Class I-A-10, Class II-A-2 and Class III-A-3
Certificates are Interest Only Certificates and have no Principal
Balance.
As to the Class B Certificates, the Class Cr-B-1 Principal
Balance,
Class Cr-B-2 Principal Balance, Class Cr-B-3 Principal Balance,
Class Cr-B-4
Principal Balance, Class Cr-B-5 Principal Balance, Class Cr-B-6
Principal
Balance, the Class II-B-1 Principal Balance, Class II-B-2 Principal
Balance,
Class II-B-3 Principal Balance, Class II-B-4 Principal Balance,
Class II-B-5
Principal Balance and Class II-B-6 Principal Balance,
respectively.
Notwithstanding the foregoing, no Principal Balance of a Class
will
be increased on any Determination Date such that the Principal
Balance of such
Class exceeds its Original Principal Balance less all amounts
previously
distributed in respect of such Class on prior Distribution Dates
pursuant to
Paragraph third clauses (A), (B) and (C) of Section 4.01(a)(i) or
Paragraphs
third, sixth, ninth, twelfth, fifteenth or eighteenth of Section
4.01(a)(ii).
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan
which
is received in advance of its Due Date and is not accompanied by an
amount
representing scheduled interest for any period subsequent to the
date of
prepayment.
Prior
Month Receipt Period: With respect to each Distribution Date,
the calendar month preceding the month in which such Distribution
Date occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F
of
the Code.
Prospectus: The prospectus dated September 20, 2006 as
supplemented
by the prospectus supplement dated September 27, 2006, relating to
the Class A,
Class Cr-B-1, Class Cr-B-2, Class Cr-B-3, Class II-B-1, Class
II-B-2 and Class
II-B-3 Certificates.
Prudent
Servicing Practices: The standard of care set forth in each
Servicing Agreement.
Rate Ceiling: The maximum per annum Mortgage Interest Rate
permitted
under the related Mortgage Note.
Rating Agency: Any nationally recognized statistical credit
rating
agency, or its successor, that rated one or more Classes of the
Certificates at
the request of the Depositor at the time of the initial issuance of
the
Certificates. The Rating Agencies for the Class A Certificates
(other than the
Class I-A-R Certificate) are Fitch and Moody's. The Rating Agency
for the Class
I-A-R, Class Cr-B-1, Class Cr-B-2, Class Cr-B-3, Class Cr-B-4,
Class Cr-B-5,
Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4 and Class
II-B-5
Certificates is Fitch. If any such agency or a successor is no
longer in
existence, "Rating Agency" shall be such statistical credit rating
agency, or
other comparable Person, designated by the Depositor, notice of
which
designation shall be given to the Trustee and the Master Servicer.
References
herein to the highest short-term rating category of a Rating Agency
shall mean
F-1+ in the case of Fitch, P-1 in the case of Moody's, and in the
case of any
other Rating Agency shall mean its equivalent of such ratings.
References herein
to the highest long-term rating categories of a Rating Agency shall
mean AAA in
the case of Fitch and Aaa in the case of Moody's, and in the case
of any other
Rating Agency shall mean its equivalent of such ratings without any
plus or
minus.
Realized
Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses incurred on Liquidated Loans for which the
Liquidation
Proceeds were received during the Applicable Unscheduled Principal
Receipt
Period with respect to Full Unscheduled Principal Receipts with
respect to such
Distribution Date and (ii) Bankruptcy Losses incurred during the
period
corresponding to the Applicable Unscheduled Principal Receipt
Period with
respect to Full Unscheduled Principal Receipts for such
Distribution Date.
Record Date: The last Business Day of the month preceding the
month
of the related Distribution Date.
Recovery: As to any Distribution Date and each Loan Group, the
sum
of all amounts received (net of any reimbursable expenses) for
Group I Mortgage
Loans, Group II Mortgage Loans or Group III Mortgage Loans, as
applicable,
subsequent to any such Mortgage Loan being determined to be a
Liquidated Loan.
Regulation AB: Subpart 229.1100--Asset Backed Securities
(Regulation
AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from
time to
time, and subject to such clarification and interpretation as have
been publicly
provided by the Commission in the adopting release (Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan.
7, 2005)) or
by the staff of the Commission, or as may be provided by the
Commission or its
staff from time to time.
Reimbursement Amount: As defined in Section 2.03(c).
Relevant Servicing Criteria: The Servicing Criteria applicable
to
the Master Servicer, the Trustee, the Custodian or the Servicers,
as set forth
on Exhibit R attached hereto and the Servicing Criteria applicable
to any
Special Servicer as set forth in the applicable Special Servicing
Agreement. For
clarification purposes, multiple parties can have responsibility
for the same
Relevant Servicing Criteria. With respect to a Servicing Function
Participant
engaged by the Master Servicer, the Trustee, the Custodian, the
Special Servicer
(if applicable) or a Servicer, the term "Relevant Servicing
Criteria" refers to
the portion of the Relevant Servicing Criteria applicable to the
party engaging
such Servicing Function Participant insofar as the functions
required to be
performed by such party are to be performed by the Servicing
Function
Participant.
Relief Act Shortfall: As to any Distribution Date, any interest
shortfalls arising as a result of the reduction in the amount of
monthly
interest payments on any Mortgage Loans as a result of the
application of the
Servicemembers Civil Relief Act, as it may be amended from time to
time, or
comparable state legislation will be allocated to (a) (i) the Class
A
Certificates of the Crossed Groups according to the percentage
obtained by
dividing the Aggregate Crossed Group Class A Principal Balance by
the Aggregate
Crossed Group Principal Balance or (ii) the Group II-A Certificates
according to
the percentage obtained by dividing the Group II-A Principal
Balance by the
Aggregate Group II Principal Balance and (b) (i) the Class Cr-B
Certificates
according to the percentage obtained by dividing the Class Cr-B
Principal
Balance by the Aggregate Crossed Group Principal Balance or (ii)
the Class II-B
Certificates according to the percentage obtained by dividing the
Class II-B
Principal Balance by the Aggregate Group II Principal Balance.
REMIC: A "real estate mortgage investment conduit" as defined
in
Code Section 860D.
REMIC Provisions: Provisions of the federal income tax law
relating
to REMICs, which appear at Sections 860A through 860G of Part IV of
Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions, and
U.S.
Department of the Treasury temporary, proposed or final regulations
promulgated
thereunder, as the foregoing are in effect (or with respect to
proposed
regulations, are proposed to be in effect) from time to time.
Remittance Date: As
defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated
Loan
and as to which the indebtedness evidenced by the related Mortgage
Note is
discharged and the related Mortgaged Property is held as part of
the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage
Loan
(including, without limitation, proceeds from the rental of the
related
Mortgaged Property).
Reportable Event: As defined in Section 3.12(c).
Repurchase Price: With respect to any Mortgage Loan repurchased
pursuant to Section 2.02, 2.03 or 3.08 hereof, the sum of (a) 100%
of the unpaid
principal balance of such Mortgage Loan plus (b) accrued interest
at the
Mortgage Interest Rate through the last day of the month in which
such
repurchase takes place.
Request for Release: A request for release (which may be in
electronic form) in substantially the form attached as Exhibit G
hereto.
Residual Certificate: The Class I-A-R Certificate.
Responsible Officer: When used with respect to the Trustee, the
Master Servicer, the Custodian, the Paying Agent or the
Authenticating Agent,
any officer of the Corporate Trust Department of the Trustee, the
Master
Servicer, the Custodian, the Paying Agent or the Authenticating
Agent having
direct responsibility for the administration of this Agreement,
including any
Senior Vice President, any Vice President, any Assistant Vice
President, any
Assistant Secretary, any Trust Officer or Assistant Trust Officer,
or any other
employee of the Trustee, the Master Servicer, the Custodian, the
Paying Agent or
the Authenticating Agent customarily performing functions similar
to those
performed by any of the above-designated officers. When used with
respect to a
Servicer, a Servicing Officer.
Retained Mortgage Loan File: A file maintained by Wells Fargo
Bank
prior to any Document Transfer Date for each Mortgage Loan that
contains the
documents specified in Section 2.01(b) and any additional documents
required to
be added to the Retained Mortgage Loan File pursuant to this
Agreement.
Rule 144A: Rule 144A promulgated under the 1933 Act.
S&P: Standard
& Poor's, a division of The McGraw-Hill Companies,
Inc., or its successor in interest.
Sarbanes-Oxley Certification: As defined in Section 3.12(b).
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of such Mortgage Loan as
of the Due
Date in the month preceding the month of such Distribution Date as
specified in
the amortization schedule at the time relating thereto (before any
adjustment to
such amortization schedule by reason of any bankruptcy (other than
Deficient
Valuations) or similar proceeding or any moratorium or similar
waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts
received or
applied by the applicable Servicer during the related Unscheduled
Principal
Receipt Period for each applicable type of Unscheduled Principal
Receipt related
to the Distribution Date occurring in the month preceding such
Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and
(C) the
payment of principal due on such Due Date and irrespective of any
delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled
Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time
through the last
day of such related Unscheduled Principal Receipt Period shall be
zero.
Servicer Mortgage Loan File: As defined in each of the
Servicing
Agreements.
Servicers: Wells Fargo Bank, as a Servicer under the related
Servicing Agreement. Initially the servicing functions performed by
Wells Fargo
Bank shall be performed by the Wells Fargo Home Mortgage division
of Wells Fargo
Bank.
Servicing Agreements: Each of the Servicing Agreements executed
with
respect to a portion of the Mortgage Loans by one of the Servicers,
which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of Regulation AB, as such may be amended from time to
time.
Servicing Fee: With respect to any Servicer, as defined in its
Servicing Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth
in
Section 11.23.
Servicing Function Participant: Any Subservicer, Subcontractor
or
any other Person, other than the Master Servicer, the Trustee, the
Custodian,
the Special Servicer (if applicable) and the Servicers, that is
performing
activities addressed by the Servicing Criteria.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage
Loans.
Similar Law: As defined in Section 5.02(c).
Special Servicer: As defined in Section 3.08.
Special Servicing Agreement: As defined in Section 3.08.
Single Certificate: A Certificate of any Class that evidences
the
smallest permissible Denomination for such Class, as set forth in
Section 11.22.
Startup Day: As defined in Section 2.05.
Subordinate Balance Ratio: As of any date of determination, the
ratio between the principal balances of the Class I-LS Interest and
Class III-LS
Interest, equal to the ratio between the Group I Subordinate Amount
and Group
III Subordinate Amount.
Subcontractor: Any vendor, subcontractor or other Person that is
not
responsible for the overall servicing of Mortgage Loans but
performs one or more
discrete functions identified in Item 1122(d) of Regulation AB with
respect to
Mortgage Loans under the direction or authority of any Servicer (or
a
Subservicer of any Servicer), the Master Servicer, the Trustee or
the Custodian.
Subordination
Depletion Date: (A) With respect to the Crossed
Groups, the Distribution Date preceding the first Distribution Date
on which
each of the Group I-A Percentage and Group III-A Percentage (in
each case,
determined pursuant to clause (ii) of the definition thereof)
equals or exceeds
100% and (B) with respect to the Group II, the Distribution Date
preceding the
first Distribution Date on which the Group II-A Percentage
(determined pursuant
to clause (ii) of the definition thereof) equals or exceeds
100%.
Subordination Depletion Date Interest Shortfall: With respect to
the
Crossed Loan Groups and Loan Group II and any Distribution Date
that occurs on
or after the applicable Subordination Depletion Date with respect
to any
applicable Unscheduled Principal Receipt (other than a Prepayment
in Full or
Curtailment):
(A) in the case
where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer on or after the
Determination Date in the month preceding the month of such
Distribution Date but prior to the first day of the month of
such Distribution Date, the amount of interest that would have
accrued at the Net Mortgage Interest Rate on the amount of
such Unscheduled Principal Receipt from the day of its receipt
or, if earlier, its application by the Servicer through the
last day of the month preceding the month of such Distribution
Date; and
(B) in the case
where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer during the month
preceding the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest
Rate on the amount of such Unscheduled Principal Receipt from
the day of its receipt or, if earlier, its application by the
Servicer through the last day of the month in which such
Unscheduled Principal Receipt is received.
Subservicer: Any Person that (i) services Mortgage Loans on
behalf
of any Servicer, and (ii) is responsible for the performance
(whether directly
or through Subservicers or Subcontractors) of a substantial portion
of the
material servicing functions required to be performed under this
Agreement, any
related Servicing Agreement or any sub-servicing agreement that are
identified
in Item 1122(d) of Regulation AB.
Subsidy Account: If the Trust Estate contains any Subsidy Loans,
the
deposit account or accounts created and maintained by the Servicer
for deposit
of Subsidy Funds and amounts payable under interest subsidy
agreements relating
to mortgage loans other than the Mortgage Loans.
Subsidy Funds: If the Trust Estate contains any Subsidy Loans,
funds
contributed by the employer of a Mortgagor in order to reduce the
payments
required from the Mortgagor for a specified period in specified
amounts.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments
made by the
related Mortgagor will be less than the scheduled monthly interest
payments on
such Mortgage Loan, with the resulting difference in interest
payments being
provided by the employer of the Mortgagor.
Substitute Mortgage Loan: As defined in Section 2.02.
Substitution Principal Amount: With respect to any Mortgage
Loan
substituted in accordance with Section 2.02 or pursuant to Section
2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan
which is
substituted for over (y) the unpaid principal balance of the
Substitute Mortgage
Loan, each balance being determined as of the date of
substitution.
Trust: The New York common law trust created by this Agreement.
Trust Estate: The corpus of the Trust, consisting of the
Mortgage
Loans, such amounts as may be held from time to time in the
Certificate Account,
the rights of the Trustee to receive the proceeds of all insurance
policies and
performance bonds, if any, required to be maintained hereunder or
under the
related Servicing Agreement, property which secured a Mortgage Loan
and which
has been acquired by foreclosure or deed in lieu of foreclosure and
all other
property and rights described in the first paragraph of Section
2.01(a).
Trustee: HSBC Bank USA, National Association, a national
banking
association, or any successor trustee appointed as herein
provided.
Trustee Errors and Omissions Policy: An insurance policy
covering
losses caused by errors or omissions of the Trustee and its
personnel.
Type 1 Mortgage Loan: The Mortgage Loans, if any, identified as
such
in the Mortgage Loan Schedule as such Mortgage Loan Schedule may be
amended from
time to time in connection with a substitution pursuant to Section
2.02 or 2.03,
serviced under the Wells Fargo Bank Servicing Agreement and having
a Mid-Month
Receipt Period with respect to all types of Unscheduled Principal
Receipts.
Type 2 Mortgage Loan: The Mortgage Loans, if any, identified as
such
in the Mortgage Loan Schedule as such Mortgage Loan Schedule may be
amended from
time to time in connection with a substitution pursuant to Section
2.02 or 2.03,
serviced under the Wells Fargo Bank Servicing Agreement and having
a Prior Month
Receipt Period with respect to all types of Unscheduled Principal
Receipts.
Uncertificated Crossed Group Lower-Tier Interest: A regular
interest
in the Crossed Group Lower-Tier REMIC which is held as an asset of
the
Middle-Tier REMIC and is entitled to monthly distributions as
provided in
Section 5.02(a) hereof. The Class I-L Interest, Class I-LS
Interest, Class III-L
Interest and Class III-LS Interest are Uncertificated Crossed Group
Lower-Tier
Interests.
Uncertificated Group II Lower-Tier Interest: The regular interest
in
the Group II Lower-Tier REMIC which is held as an asset of the
Middle-Tier REMIC
and is entitled to monthly distributions as provided in Section
5.02(a) hereof.
The Class II-L Interest is the Uncertificated Group II Lower-Tier
Interest.
Uncertificated
Lower-Tier Interest:
Any of the Uncertificated
Crossed Group Lower-Tier Interests or the Uncertificated
Group II
Lower-Tier
Interest.
Uncertificated Middle-Tier Interest: Any of the Class I-A-M1
Interest, the Class I-A-M3 Interest, the Class I-A-M6 Interest, the
Class I-A-M7
Interest, the Class I-A-M8 Interest, the Class I-A-MUR Interest,
the Class
II-A-M1 Interest, the Class III-A-M1 Interest, the Class CR-B-M1
Interest, the
Class CR-B-M2 Interest, the Class CR-B-M3 Interest, the Class
CR-B-M4 Interest,
the Class CR-B-M5 Interest, the Class CR-B-M6 Interest, the Class
II-B-M1
Interest, the Class II-B-M2 Interest, the Class II-B-M3 Interest,
the Class
II-B-M4 Interest, the Class II-B-M5 Interest and the Class II-B-M6
Interest.
Undercollateralized Amount: As defined in Section 4.01(b)(iv).
Undercollateralized Group: As defined in Section 4.01(b)(iv).
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class Cr-B-1 Unpaid Interest Shortfall, the Class
Cr-B-2 Unpaid
Interest Shortfall, the Class Cr-B-3 Unpaid Interest Shortfall, the
Class Cr-B-4
Unpaid Interest Shortfall, the Class Cr-B-5 Unpaid Interest
Shortfall, the Class
Cr-B-6 Unpaid Interest Shortfall, the Class II-B-1 Unpaid Interest
Shortfall,
the Class II-B-2 Unpaid Interest Shortfall, the Class II-B-3 Unpaid
Interest
Shortfall, the Class II-B-4 Unpaid Interest Shortfall, the Class
II-B-5 Unpaid
Interest Shortfall and the Class II-B-6 Unpaid Interest
Shortfall.
Unscheduled Principal Receipt: Any Principal Prepayment or
other
recovery of principal on a Mortgage Loan, including, without
limitation, the
principal portion of Net Liquidation Proceeds, the principal
portion of Net REO
Proceeds, Recoveries and proceeds received from any condemnation
award or
proceeds in lieu of condemnation other than that portion of such
proceeds
released to the Mortgagor in accordance with the terms of the
Mortgage or
Prudent Servicing Practices, but excluding any Liquidation Profits
and proceeds
of a repurchase of a Mortgage Loan by the Depositor and any
Substitution
Principal Amounts.
Unscheduled Principal Receipt Period: Either a Mid-Month
Receipt
Period or a Prior Month Receipt Period.
Upper-Tier Certificate: Any one of the Class A Certificates
(other
than that portion of the Residual Certificate represented by the
Class I-A-MR
Interest, the Class I-A-LR1 Interest and the Class I-A-LR2
Interest) and the
Class B Certificates.
Upper-Tier Certificate Account: The trust account established
and
maintained pursuant to Section 4.01(e).
Upper-Tier REMIC: One of the four separate REMICs comprising
the
Trust Estate, the assets of which consist of the Uncertificated
Middle-Tier
Interests and such amounts as shall from time to time be held in
the Upper-Tier
Certificate Account.
U.S. Person: As defined in Section 4.01(g).
Voting Interest: With respect to any provisions hereof providing
for
the action, consent or approval of the Holders of all Certificates
evidencing
specified Voting Interests in the Trust Estate, each Class of
Interest Only
Certificates will be entitled to 1% of the aggregate Voting
Interest represented
by all Certificates and each remaining Class of Certificates will
be entitled to
a pro rata portion of the Voting Interest equal to the ratio
obtained by
dividing the Principal Balance of such Class by the sum of the
Aggregate Crossed
Group Principal Balance and the Aggregate Group II Principal
Balance. Each
Certificateholder of a Class will have a Voting Interest equal to
the product of
the Voting Interest to which such Class is collectively entitled
and the
Percentage Interest in such Class represented by such Holder's
Certificates.
With respect to any provisions hereof providing for action, consent
or approval
of each Class of Certificates or specified Classes of Certificates,
each
Certificateholder of a Class will have a Voting Interest in such
Class equal to
such Holder's Percentage Interest in such Class.
Wells Fargo Bank: Wells Fargo Bank, N.A., or its successor in
interest.
Wells Fargo Bank Correspondents: The entities identified on a
list
provided by Wells Fargo Bank to the Master Servicer, from which
Wells Fargo Bank
purchased the Mortgage Loans.
Wells Fargo Bank Servicing Agreement: The Servicing Agreement
providing for the servicing of those Mortgage Loans that are
initially serviced
by Wells Fargo Bank.
Section 1.02 Acts of Holders.
(a) Any request, demand, authorization, direction, notice,
consent,
waiver or other
action provided by this Agreement to be given or taken by
Holders may be
embodied in and evidenced by one or more instruments of
substantially
similar tenor signed by such Holders in person or by an agent
duly appointed
in writing. Except as herein otherwise expressly provided,
such action
shall become effective when such instrument or instruments are
delivered to the
Trustee. Proof of execution of any such instrument or of a
writing
appointing any such agent shall be sufficient for any purpose of
this
Agreement and
conclusive in favor of the Trustee, if made in the manner
provided in this
Section 1.02. The Trustee shall promptly notify the Master
Servicer in
writing of the receipt of any such instrument or writing.
(b) The fact and date of the execution by any Person of any
such
instrument or
writing may be proved by the affidavit of a witness of such
execution or by
a certificate of a notary public or other officer authorized
by law to take
acknowledgments of deeds, certifying that the individual
signing such
instrument or writing acknowledged to him the execution
thereof.
When such
execution is by a signer acting in a capacity other than his or
her
individual
capacity, such certificate or affidavit shall also constitute
sufficient proof
of his or her authority. The fact and date of the execution
of any such
instrument or writing, or the authority of the individual
executing the
same, may also be proved in any other manner which the Trustee
deems
sufficient.
(c) The ownership of Certificates (whether or not such
Certificates
shall be overdue
and notwithstanding any notation of ownership or other
writing thereon
made by anyone other than the Trustee and the Authenticating
Agent) shall be
proved by the Certificate Register, and none of the Trustee,
the Depositor or
the Master Servicer shall be affected by any notice to the
contrary.
(d) Any request, demand, authorization, direction, notice,
consent,
waiver or other
action of the Holder of any Certificate shall bind every
future Holder of
the same Certificate and the Holder of every Certificate
issued upon the
registration of transfer thereof or in exchange therefor or
in lieu thereof
in respect of anything done, omitted or suffered to be done
by the Trustee,
the Depositor or the Master Servicer in reliance thereon,
whether or not
notation of such action is made upon such Certificate.
Section 1.03 Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table
of
Contents are for convenience of reference only and shall not affect
the
interpretation or construction of this Agreement.
Section 1.04 Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this
Agreement and
their successors hereunder and the Holders of the Certificates any
benefit or
any legal or equitable right, power, remedy or claim under this
Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery
hereof, does hereby assign to the Trustee, without recourse all the
right, title
and interest of the Depositor in and to (a) the Trust Estate,
including all
interest and principal received by the Depositor on or with respect
to the
Mortgage Loans after the Cut-Off Date (and including scheduled
payments of
principal and interest due after the Cut-Off Date but received by
the Depositor
on or before the Cut-Off Date and Unscheduled Principal Receipts
received or
applied on the Cut-Off Date, but not including payments of
principal and
interest due on the Mortgage Loans on or before the Cut-Off Date),
(b) the
Insurance Policies, (c) the obligations of the Servicers under the
Servicing
Agreements with respect to the Mortgage Loans, (d) the right to
receive amounts,
if any, payable on behalf of any Mortgagor from the Subsidy Account
relating to
any Subsidy Loan, (e) all of the Depositor's right, title and
interest in and to
the proceeds of the Letters of Credit and (f) proceeds of all the
foregoing. It
is agreed and understood by the Depositor and the Trustee that it
is not
intended that any mortgage loan be included in the Trust Estate
that is a
"High-Cost Home Loan" as defined in any of (i) the New Jersey Home
Ownership
Act, effective November 27, 2003, (ii) the New Mexico Home Loan
Protection Act,
effective January 1, 2004, (iii) the Massachusetts Predatory Home
Loan Practices
Act, effective November 7, 2004 or (iv) the Indiana Home Loan
Practices Act,
effective January 1, 2005.
In connection with such assignment, the Depositor shall, with
respect to each Mortgage Loan, deliver, or cause to be delivered,
to the
Custodian, on or before the Closing Date the following documents or
instruments
with respect to each Mortgage Loan:
(i) The original Mortgage Note either (A) endorsed in blank or
(B)
endorsed
as provided in Section 2.01(d), with all prior and intervening
endorsements as may be necessary to show a complete chain of
endorsements
or with
respect to any Mortgage Loan as to which the original Mortgage
Note has
been permanently lost or destroyed and has not been replaced, a
lost note
affidavit with a copy of the Mortgage Note and, in the case of
any
Mortgage Loan originated in the State of New York documented by
a
NYCEMA,
the NYCEMA, the new Mortgage Note, if applicable, the
consolidated
Mortgage
Note and the consolidated Mortgage;
(ii) A recorded original assignment of the related Mortgage
from
Wells
Fargo Bank assigning the related Mortgage to the Trustee (which
may
be
assigned in blank), certified by the recording office, or, if
such
assignment
is in the process of being recorded, a copy of the related
Mortgage
transmitted for recordation certified by an officer of Wells
Fargo Bank
or applicable Wells Fargo Bank Correspondent to be a true and
correct
copy of such assignment submitted for recordation; provided,
however,
if recordation is not required as described below, an
assignment
in
recordable form (which may be assigned in blank) with respect to
the
related
Mortgage;
(iii) The original of each assumption agreement, modification,
written
assurance or substitution agreement pertaining to such Mortgage
Note, if
any;
(iv) For each Mortgage Loan secured by Co-op Shares, the
originals
of the
following documents or instruments:
(a) The loan
security agreement;
(b) The stock
certificate;
(c) The stock
power, executed in blank;
(d) The executed
proprietary lease;
(e) The executed
recognition agreement;
(f) The executed
UCC-1 financing statement with evidence of
recording thereon; and
(g) The executed
UCC-3 financing statements or other
appropriate UCC financing statements required by state
law, evidencing a complete and unbroken chain from the
mortgagee to the Trustee with evidence of recording
thereon (or in a form suitable for recordation); and
(v) For each Letter of Credit, the original advice of such Letter
of
Credit
endorsed by the Pledge Holder and Wells Fargo Bank's notice of
transfer
(Exhibit A to the Letter of Credit) of beneficiary of such
Letter
of Credit
to the Trustee.
(b) The Master Servicer shall promptly notify the Depositor,
the
Trustee
and the Custodian of the occurrence of any Document Transfer
Event
of which
the Master Servicer had knowledge. Following the receipt of
such
notice,
the Depositor shall, with respect to each Mortgage Loan,
deliver,
or cause
to be delivered, to the Custodian, no later than the Document
Transfer
Date, copies (which may be in electronic form mutually agreed
upon by
the Depositor and the Custodian) of the following additional
documents
or instruments with respect to each Mortgage Loan; provided,
however,
that originals of such documents or instruments shall be
delivered
to the Custodian if originals are required under the law in
which the
related Mortgaged Property is located in order to exercise all
remedies
available to the Trust under applicable law following default
by
the
related Mortgagor:
(i) The original recorded Mortgage with evidence of recordation
noted thereon or
attached thereto, together with any addenda or riders
thereto, or a
copy of such recorded Mortgage with such evidence of
recordation
certified to be true and correct by the appropriate
governmental
recording
office; or a copy of such recorded Mortgage with such evidence
of
recordation, or
if the original Mortgage has been submitted for recordation
but has not been
returned from the applicable public recording office, a copy
of the Mortgage
certified by an officer of Wells Fargo Bank or the applicable
Wells Fargo Bank
Correspondent to be a true and correct copy of the original
Mortgage
submitted for recordation;
(i) The original of each assumption agreement, modification,
written
assurance or
substitution agreement pertaining to such Mortgage, if any, or,
if such document
is in the process of being recorded, a copy of such
document,
certified by an officer of Wells Fargo Bank or the applicable
Wells
Fargo Bank
Correspondent of such Mortgage Loan or by the applicable title
insurance
company, closing agent, settlement agent, escrow agent or
closing
attorney to be a
true and correct copy of such document transmitted for
recordation, if
any;
(iii) For each MERS Mortgage Loan that is not a MOM Mortgage
Loan,
the original
assignment showing MERS as the assignee of the Mortgage, with
evidence of
recording thereon or copies thereof certified by an officer of
Wells Fargo Bank
or the applicable Wells Fargo Bank Correspondent to have
been submitted
for recordation;
(iv) Each original recorded intervening assignment of the
Mortgage
as may be
necessary to show a complete chain of title from the Mortgage
Loan
originator to
Wells Fargo Bank or Wells Fargo Home Mortgage, Inc., with
evidence of
recordation noted thereon or attached thereto, or a copy of
such
assignment with
such evidence of recordation to be true and correct by the
appropriate
governmental recording office, or, if any such assignment has
been submitted
for recordation but has not been returned from the applicable
public recording
office or is not otherwise available, a copy of such
assignment
certified by an officer of Wells Fargo Bank or the applicable
Wells Fargo Bank
Correspondent to be a true and correct copy of the recorded
assignment
submitted for recordation; and
(v) The original policy of the title insurance or certificate
of
title insurance
or a written commitment to issue such a title insurance
policy or
certificate of title insurance, or a copy of such title
insurance
certified as
true and correct by the applicable insurer or any attorney's
certificate of
title with an Officer's Certificate of Wells Fargo Bank or the
applicable Wells
Fargo Bank Correspondent that such attorney's certificate of
title is
customarily used in lieu of a title insurance policy in the
jurisdiction in
which the related mortgage property is located.
(c) If any assignment of a Mortgage to the Trustee is in the
process
of being recorded on the Closing Date, the Depositor shall use its
best efforts
to cause each such original recorded document or certified copy
thereof to be
delivered to the Custodian promptly following its recordation, but
in no event
later than one (1) year following the Closing Date. If any Mortgage
has been
recorded in the name of 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 any obligation of the Servicers under
the
Servicing Agreements to take all actions as are necessary to cause
the Trust
Estate 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. The Depositor shall also
cause to be
delivered to the Custodian any other original mortgage loan
document included in
the Owner Mortgage Loan File if a copy thereof has been delivered.
The Depositor
shall pay from its own funds, without any right of reimbursement
therefor, the
amount of any costs, liabilities and expenses incurred by the Trust
Estate by
reason of the failure of the Depositor to cause to be delivered to
the Custodian
within one (1) year following the Closing Date any assignment of a
Mortgage
(except with respect to any Mortgage recorded in the name of MERS)
not delivered
to the Custodian on the Closing Date.
In lieu of recording an assignment of any Mortgage the
Depositor
may, deliver or cause to be delivered to the Custodian the
assignment of the
Mortgage Loan to the Trustee in a form suitable for recordation, if
(i) with
respect to a particular state the Trustee has received an Opinion
of Counsel
acceptable to it that such recording is not required to make the
assignment
effective against the parties to the Mortgage or subsequent
purchasers or
encumbrances of the Mortgaged Property or (ii) the Depositor has
been advised by
each Rating Agency that non-recordation in a state will not result
in a
reduction of the rating assigned by that Rating Agency at the time
of initial
issuance of the Certificates. Set forth on Exhibit K attached
hereto is a list
of all states where recordation is required by either Rating Agency
to obtain
the initial ratings of the Certificates. The Custodian may rely and
shall be
protected in relying upon the information contained in such Exhibit
K. In the
event that the Custodian receives notice that recording is required
to protect
the right, title and interest of the Trustee in and to any such
Mortgage Loan
for which recordation of an assignment has not previously been
required, the
Custodian shall promptly notify the Trustee and the Custodian shall
within five
Business Days (or such other reasonable period of time mutually
agreed upon by
the Custodian and the Trustee) of its receipt of such notice
deliver each
previously unrecorded assignment to the related Servicer for
recordation.
(d) Except for Mortgage Notes endorsed in blank, endorsements
shall
comply with the following format:
WITHOUT RECOURSE
PAY TO THE ORDER OF:
HSBC BANK USA, NATIONAL ASSOCIATION, AS
TRUSTEE under the pooling and servicing
agreement dated as of [date];
and its successors and assigns,
[Wells Fargo Bank, N.A.] or [Wells Fargo Home Mortgage, Inc.]
[Signature of Officer]
[Officer's Name and Title]
Except where assignments in blank are authorized or in the case
of
any Mortgage registered in the name of MERS, assignments of any
Mortgage shall
comply with the following:
HSBC BANK USA, NATIONAL ASSOCIATION, AS
TRUSTEE
and its successors and assigns
(e) Concurrently with the execution and delivery of this
Agreement,
the Depositor shall deliver the Mortgage Loan Schedule to the
Trustee, the
Master Servicer and the Custodian. The Depositor and the Master
Servicer shall
provide a copy of the Mortgage Loan Schedule to any
Certificateholders upon
written request made to it at the addresses set forth on Exhibit F,
as the same
may be amended from time to time by written notice from such party
to the other
parties hereto.
Section 2.02 Acceptance by Custodian.
Subject to the provisions of the following paragraph, pursuant
to
the Custodial Agreement, the Custodian, on behalf of the Trustee,
will declare
that it holds and will hold the documents delivered to it pursuant
to Section
2.01(a) above and the other documents constituting a part of the
Owner Mortgage
Loan Files or Retained Mortgage Loan Files (after the occurrence of
a Document
Transfer Event) delivered to it in trust, upon the trusts herein
set forth, for
the use and benefit of all present and future Certificateholders.
Upon execution
of this Agreement, the Custodian will deliver to the Depositor and
the Trustee
an initial certification in the form of Exhibit N hereto, to the
effect that,
except as may be specified in a list of exceptions attached
thereto, it has
received the original Mortgage Notes relating to each Mortgage Loan
on the
Mortgage Loan Schedule.
The Custodian will review each Owner Mortgage Loan File within
45
days after execution of this Agreement. The Custodian will deliver
no later than
30 days after completion of such review to the Depositor and the
Trustee a final
certification in the form of Exhibit O hereto to the effect that,
except as may
be specified in a list of exceptions attached thereto, all required
documents
set forth in Section 2.01(a) have been executed and received and
appear regular
on their face, and that such documents relate to the Mortgage Loans
identified
in the Mortgage Loan Schedule based on a comparison of the Mortgage
Loan
identifying number, Mortgagor name and street address, and in so
doing the
Custodian may rely on the purported due execution and genuineness
of any such
document and on the purported genuineness of any signature
thereon.
If there are exceptions attached to the final certification,
the
Depositor shall have a period of 60 days after the date of receipt
of the final
certification within which to correct or cure any such defects. The
Depositor
hereby covenants and agrees that, if any material defect is not so
corrected or
cured, the Depositor will, not later than 60 days after receipt of
the final
certification referred to above respecting such defect, either (i)
repurchase
the related Mortgage Loan or any property acquired in respect
thereof from the
Trust Estate at a price equal to the Repurchase Price or (ii) if
within two
years of the Startup Day, or such other period permitted by the
REMIC
Provisions, substitute for any Mortgage Loan to which such material
defect
relates, a new mortgage loan (a "Substitute Mortgage Loan") having
such
characteristics so that the representations and warranties of the
Depositor set
forth in Section 2.03(b) hereof (other than Section 2.03(b)(i))
would not have
been incorrect had such Substitute Mortgage Loan originally been a
Mortgage
Loan. In no event shall any Substitute Mortgage Loan have an unpaid
principal
balance, as of the date of substitution, greater than the Scheduled
Principal
Balance (reduced by the scheduled payment of principal due on the
Due Date in
the month of substitution) of the Mortgage Loan for which it is
substituted. In
addition, such Substitute Mortgage Loan (i) shall have a
Loan-to-Value Ratio
less than or equal to and a Net Mortgage Interest Rate equal to
that of the
Mortgage Loan for which it is substituted, (ii) shall have the same
Gross Margin
and Index as that of the Mortgage Loan for which it is substituted
and (iii)
shall have the same frequency of mortgage rate adjustment as that
of the
Mortgage Loan for which it is substituted.
The Depositor shall determine the Repurchase Price or the
eligibility of any Substitute Mortgage Loan and the Trustee shall
be protected
in relying on such determination.
In the case of a repurchased Mortgage Loan or property, the
Repurchase Price shall be deposited by the Depositor in the
Certificate Account
maintained by the Master Servicer pursuant to Section 3.01. In the
case of a
Substitute Mortgage Loan, the Owner Mortgage Loan File (and
Retained Mortgage
Loan File, if required pursuant to Section 2.01(b) hereof) relating
thereto
shall be delivered to the Custodian and the Substitution Principal
Amount (if
any), together with (i) interest on such Substitution Principal
Amount at the
applicable Net Mortgage Interest Rate to the following Due Date of
such Mortgage
Loan which is being substituted for and (ii) an amount equal to the
aggregate
amount of unreimbursed Periodic Advances in respect of interest
previously made
by the Servicer, the Master Servicer or the Trustee with respect to
such
Mortgage Loan, shall be deposited in the Certificate Account. The
Monthly
Payment on the Substitute Mortgage Loan for the Due Date in the
month of
substitution shall not be part of the Trust Estate. Upon receipt by
the
Custodian of a Request for Release signed by an officer of the
Depositor, the
Custodian shall release to the Depositor the Owner Mortgage Loan
File (and
Retained Mortgage Loan File, if applicable) of the Mortgage Loan
being removed.
The Trustee shall execute and deliver such instrument of transfer
or assignment
(or, in the case of a Mortgage Loan registered in the name of MERS
or its
designee, the Master Servicer shall enforce the obligation of the
applicable
Servicer under the related Servicing Agreement to take all
necessary action to
reflect such assignment on the records of MERS), in each case
without recourse,
as shall be necessary to vest in the Depositor legal and beneficial
ownership of
such substituted or repurchased Mortgage Loan or property. It is
understood and
agreed that the obligation of the Depositor to substitute a new
Mortgage Loan
for or repurchase any Mortgage Loan or property as to which such a
material
defect in a constituent document exists shall constitute the sole
remedy
respecting such defect available to the Certificateholders or the
Trustee on
behalf of the Certificateholders. The failure of the Custodian to
give the final
certification or the Trustee to give any notice within the required
time periods
shall not affect or relieve the Depositor's obligation to
repurchase any
Mortgage Loan pursuant to this Section 2.02.
The Trustee shall be responsible for enforcing the Depositor's
obligations under this Section 2.02. If the Trustee receives
written notice from
the Custodian or the Master Servicer that the defect is not cured
by the
Depositor within 60 days after the Trustee's notice, the Trustee
shall enforce
the Depositor's obligation to repurchase such Mortgage Loan or
substitute for
such Mortgage Loan in accordance with the provisions of this
Section 2.02. In
connection with any substitution permitted by this Section 2.02,
the Master
Servicer shall verify that the unpaid principal balance and the
Loan-to-Value
Ratio of the Substitute Mortgage Loan satisfy the requirements of
this Section
2.02.
Section 2.03 Representations and Warranties of the Master
Servicer
and the Depositor.
(a) The Master Servicer hereby represents and warrants to the
Trustee for the benefit of the Certificateholders that, as of the
date of
execution of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered
and validly existing in good standing under the laws of the
United
States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its
performance and compliance with the terms of this
Agreement
will not violate the Master Servicer's corporate charter or
by-laws or
constitute a default (or an event which, with notice or lapse
of time,
or both, would constitute a default) under, or result in the
breach of,
any material contract, agreement or other instrument to which
the Master
Servicer is a party or which may be applicable to the Master
Servicer
or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery
by the Trustee and the Depositor, constitutes a valid, legal
and
binding
obligation of the Master Servicer, enforceable against it in
accordance
with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting
the
enforcement of creditors' rights generally and to general
principles of
equity,
regardless of whether such enforcement is considered in a
proceeding
in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order
or decree
of any court or any order, regulation or demand of any federal,
state,
municipal or governmental agency, which default might have
consequences that would materially and adversely affect the
condition
(financial
or other) or operations of the Master Ser
