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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 October 24, 2006
$1,201,560,680.60
Mortgage Pass-Through Certificates
Series 2006-AR18
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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 a Loan Group.............
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 Group I Aggregate Principal
Balance...............
Section 11.02(b) Cut-Off Date Group II Aggregate Principal
Balance..............
Section 11.03 Original Group
Percentage......................................
Section 11.04 Original Principal
Balances of the Classes of Class A
Certificates..................................................
Section 11.05 Original Notional
Amounts for Senior Interest Only
Certificates..................................................
Section 11.05(a) Original Class I-A-IO Notional
Amount..........................
Section 11.05(b) Original Class II-A-IO Notional
Amount.........................
Section 11.06 Original Subordinated
Percentage...............................
Section 11.06(a) Original Group I Subordinated
Percentage.......................
Section 11.06(b) Original Group II Subordinated
Percentage......................
Section 11.07 Original Class B
Principal Balance.............................
Section 11.07(a) Original Group I-B Principal
Balance...........................
Section 11.07(b) Original Group II-B Principal
Balance..........................
Section 11.08 Original Principal
Balances of the Classes of Class B
Certificates..................................................
Section 11.09 Original Notional
Amount for Subordinate Interest Only
Certificates..................................................
Section 11.10 Original Class I-B-1
Fractional Interest.......................
Section 11.11 Original Class I-B-2
Fractional Interest.......................
Section 11.12 Original Class I-B-3
Fractional Interest.......................
Section 11.13 Original Class I-B-4
Fractional Interest.......................
Section 11.14 Original Class I-B-5
Fractional Interest.......................
Section 11.15 Original Class II-B-1
Fractional Interest......................
Section 11.16 Original Class II-B-2
Fractional Interest......................
Section 11.17 Original Class II-B-3
Fractional Interest......................
Section 11.18 Original Class II-B-4
Fractional Interest......................
Section 11.19 Original Class II-B-5
Fractional Interest......................
Section 11.20 Closing
Date...................................................
Section 11.21 Right to
Purchase..............................................
Section 11.21(a) Right to Purchase Group I Mortgage
Loans.......................
Section 11.21(b) Right to Purchase Group II Mortgage
Loans......................
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-IO -
Form of Face of
Class I-A-IO 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-IO - Form of Face of Class
II-A-IO Certificate
EXHIBIT B-I-B-1 -
Form of Face of
Class I-B-1 Certificate
EXHIBIT B-I-B-1-IO - Form of Face of Class
I-B-1-IO Certificate
EXHIBIT B-I-B-2 -
Form of Face of
Class I-B-2 Certificate
EXHIBIT B-I-B-2-IO - Form of Face of Class
I-B-2-IO Certificate
EXHIBIT B-I-B-3 -
Form of Face of
Class I-B-3 Certificate
EXHIBIT B-I-B-4 -
Form of Face of
Class I-B-4 Certificate
EXHIBIT B-I-B-5 -
Form of Face of
Class I-B-5 Certificate
EXHIBIT B-I-B-6 -
Form of Face of
Class I-B-6 Certificate
EXHIBIT B-II-B-1 -
Form of Face of
Class II-B-1 Certificate
EXHIBIT B-II-B-1-IO - Form of Face of Class
II-B-1-IO Certificate
EXHIBIT B-II-B-2 -
Form of Face of
Class II-B-2 Certificate
EXHIBIT B-II-B-2-IO - Form of Face of Class
II-B-2-IO 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-AR18 Certificates
EXHIBIT D
- Reserved
EXHIBIT E
- Custodial
Agreement
EXHIBIT F
- 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
- Letter from
Transferor of Residual Certificate
EXHIBIT J
- Transferee's
Letter (Class [I-B-4] [I-B-5]
[I-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 October 24,
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 of a Group (other than the
Subordinate Interest
Only 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 B Certificates of such Group with higher
numerical
designations.
Adjustment Amount: For a Group for any Distribution Date, the
difference between (A) the sum of the Group I-A Principal Balance
or the Group
II-A Principal Balance, as applicable, and the Group I-B Principal
Balance or
the Group II-B Principal Balance, as applicable, as of the related
Determination
Date and (B) the sum of (i) the sum of the Group I-A Principal
Balance or the
Group II-A Principal Balance, as applicable, and the Group I-B
Principal Balance
or the Group II-B Principal Balance, as applicable, 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
Section 4.01(a) for such Distribution Date without regard to the
provisos in the
definitions of (x) Class I-B-1 Optimal Principal Amount, Class
I-B-2 Optimal
Principal Amount, Class I-B-3 Optimal Principal Amount, Class I-B-4
Optimal
Principal Amount, Class I-B-5 Optimal Principal Amount and Class
I-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 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 Principal Balance: As of any Determination Date, the
sum
of the Group I-A Principal Balance and the Group II-A Principal
Balance and the
Class B Principal Balance as of such date.
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.
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 each Loan Group as
to
any Distribution Date, the sum of (a) the Master Servicing Fee with
respect to
the Mortgage Loans in such 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 Group
remitted to the
Master Servicer and (c) the aggregate amount of Month End Interest
with respect
to the Mortgage Loans in such 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-IO Certificates, Class II-A-1
Certificates,
Class II-A-2 Certificates, Class II-A-IO Certificates, Class I-B-1
Certificates,
Class I-B-1-IO Certificates, Class I-B-2 Certificates, Class
I-B-2-IO
Certificates, Class I-B-3 Certificates, Class II-B-1 Certificates,
Class
II-B-1-IO Certificates, Class II-B-2 Certificates, Class II-B-2-IO
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 Loss Amount: With respect to any Determination Date
after the Subordination Depletion Date for Group I, the amount, if
any, by which
the Principal Balance of the Class I-A-1 Certificates would be
reduced as a
result of the application of the third sentence of the definition
of Principal
Balance.
Class I-A-1 Pass-Through Rate: With respect to each
Distribution
Date occurring prior to the Distribution Date in October 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 0.223799%. On and after the Distribution Date
in October
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 Allocation Amount: With respect to any
Determination Date after the Subordination Depletion Date for Group
I, the
lesser of (a) the Principal Balance of the Class I-A-2 Certificates
with respect
to such Determination Date prior to any reduction for the Class
I-A-2 Loss
Allocation Amount and (b) the Class I-A-1 Loss Amount.
Class I-A-2 Pass-Through Rate: With respect to each
Distribution
Date occurring prior to the Distribution Date in October 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 0.223799%. On and after the Distribution Date
in October
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-IO 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-IO and Exhibit C hereto.
Class I-A-IO Certificateholder: The registered holder of a
Class
I-A-IO Certificate.
Class I-A-IO Notional Amount: As to the first Distribution Date,
the
Original Class I-A-IO Notional Amount and, with respect to each
Distribution
Date prior to the Distribution Date in October 2016, an amount
equal to the sum
of the Principal Balances of the Class I-A-1 and Class I-A-2
Certificates. On
and after the Distribution Date in October 2016, the Class I-A-IO
Notional
Amount will be zero.
Class I-A-IO Pass-Through Rate: With respect to each
Distribution
Date occurring prior to the Distribution Date in October 2016, the
Class I-A-IO
Pass-Through Rate will be the per annum rate equal to 0.223799%. On
and after
the Distribution Date in October 2016, the Class I-A-IO
Pass-Through Rate will
be zero.
Class I-A-LR Interest: The residual interest in the Lower-Tier
REMIC, beneficial ownership of which is represented by the Class
I-A-R
Certificate.
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 evidenced by the Class I-A-R
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-MR Interest: The residual interest in the Middle-Tier
REMIC, beneficial ownership of which is represented by the Class
I-A-R
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-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-I-B-1 and Exhibit C hereto.
Class I-B-1 Certificateholder: The registered holder of a Class
I-B-1 Certificate.
Class I-B-1 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class I-B-1 Certificates
pursuant to
Paragraphs first, second and third of Section 4.01(a)(ii).
Class I-B-1 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class I-B-1
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class I-B-1 Certificates on such Distribution Date pursuant
to Paragraph
first of Section 4.01(a)(ii).
Class I-B-1 Optimal Principal Amount: As to any Distribution
Date
and each Group I Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of (I) the sum of:
(i) the Class I-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 I-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 I-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 I-B-1 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 Class I-B-1 Prepayment Percentage of the Recovery for Loan
Group I for
such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class I-B-1 Optimal
Principal Amount
will equal the lesser of (A) the Class I-B-1 Optimal Principal
Amount calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class I-B-1 Certificates.
Class I-B-1 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group I Subordinated Percentage
by (ii) a
fraction, the numerator of which is the Class I-B-1 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Group I-B Principal Balance.
Class I-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 I-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 Group I-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Group I-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
I-B-1
Certificates are the only Group I-B Certificates eligible to
receive such
unscheduled principal distributions in accordance with Section
4.01(d)(i), the
Class I-B-1 Prepayment Percentage for such unscheduled principal
distributions
for such Distribution Date will be one.
Class I-B-1 Principal Balance: As to the first Determination
Date,
the Original Class I-B-1 Principal Balance. As of any subsequent
Determination
Date, the Original Class I-B-1 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class I-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 I-B-1
Certificates are the most subordinate Group I-B Certificates
outstanding, the
Class I-B-1 Principal Balance will equal the difference, if any,
between the
Group I Adjusted Pool Amount as of the preceding Distribution Date
less the
Group I-A Principal Balance as of such Determination Date.
Class I-B-1 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class I-B-1
Certificates
pursuant to Paragraph third of Section 4.01(a)(ii).
Class I-B-1 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class I-B-1
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class I-B-1 Certificates on prior Distribution Dates
pursuant to
Paragraph second of Section 4.01(a)(ii).
Class I-B-1-IO 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-I-B-1-IO and Exhibit C hereto.
Class I-B-1-IO Certificateholder: The registered holder of a
Class
I-B-1-IO Certificate.
Class I-B-1-IO Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class I-B-1-IO
Certificates pursuant
to Paragraphs first and second of Section 4.01(a)(ii).
Class I-B-1-IO Interest Shortfall Amount: As to any
Distribution
Date, any amount by which the Interest Accrual Amount of the Class
I-B-1-IO
Certificates with respect to such Distribution Date exceeds the
amount
distributed in respect of the Class I-B-1-IO Certificates on such
Distribution
Date pursuant to Paragraph first of Section 4.01(a)(ii).
Class I-B-1-IO Notional Amount: As to the first Distribution
Date,
the Original Class I-B-1-IO Notional Amount and, with respect to
any subsequent
Distribution Date, an amount equal to the Principal Balance of the
Class I-B-1
Certificates.
Class I-B-1-IO Pass-Through Rate: With respect to each
Distribution
Date, the Class I-B-1-IO Pass-Through Rate will be the per annum
rate equal to
0.223799%.
Class I-B-1-IO Unpaid Interest Shortfall: As to any
Distribution
Date, the amount, if any, by which the aggregate of the Class
I-B-1-IO Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class I-B-1-IO Certificates on prior
Distribution
Dates pursuant to Paragraph second of Section 4.01(a)(ii).
Class I-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-I-B-2 and Exhibit C hereto.
Class I-B-2 Certificateholder: The registered holder of a Class
I-B-2 Certificate.
Class I-B-2 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class I-B-2 Certificates
pursuant to
Paragraphs fourth, fifth and sixth of Section 4.01(a)(ii).
Class I-B-2 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class I-B-2
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class I-B-2 Certificates on such Distribution Date pursuant
to Paragraph
fourth of Section 4.01(a)(ii).
Class I-B-2 Optimal Principal Amount: As to any Distribution
Date
and each Group I Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of (I) the sum of:
(i) the Class I-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 I-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 I-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 I-B-2 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 Class I-B-2 Prepayment Percentage of the Recovery for Loan
Group I for
such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class I-B-2 Optimal
Principal Amount
will equal the lesser of (A) the Class I-B-2 Optimal Principal
Amount calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class I-B-2 Certificates.
Class I-B-2 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group I Subordinated Percentage
by (ii) a
fraction, the numerator of which is the Class I-B-2 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Group I-B Principal Balance.
Class I-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 I-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 Group I-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Group I-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
I-B-2
Certificates are not eligible to receive such unscheduled
principal
distributions in accordance with Section 4.01(d)(i), the Class
I-B-2 Prepayment
Percentage for such unscheduled principal distributions for such
Distribution
Date will be zero.
Class I-B-2 Principal Balance: As to the first Determination
Date,
the Original Class I-B-2 Principal Balance. As of any subsequent
Determination
Date, the Original Class I-B-2 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class I-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 I-B-2
Certificates are the most subordinate Group I-B Certificates
outstanding, the
Class I-B-2 Principal Balance will equal the difference, if any,
between the
Group I Adjusted Pool Amount as of the preceding Distribution Date
less the sum
of the Group I-A Principal Balance and the Class I-B-1 Principal
Balance as of
such Determination Date.
Class I-B-2 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class I-B-2
Certificates
pursuant to Paragraph sixth of Section 4.01(a)(ii).
Class I-B-2 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class I-B-2
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class I-B-2 Certificates on prior Distribution Dates
pursuant to
Paragraph fifth of Section 4.01(a)(ii).
Class I-B-2-IO 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-I-B-2-IO and Exhibit C hereto.
Class I-B-2-IO Certificateholder: The registered holder of a
Class
I-B-2-IO Certificate.
Class I-B-2-IO Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class I-B-2-IO
Certificates pursuant
to Paragraphs fourth and fifth of Section 4.01(a)(ii).
Class I-B-2-IO Interest Shortfall Amount: As to any
Distribution
Date, any amount by which the Interest Accrual Amount of the Class
I-B-2-IO
Certificates with respect to such Distribution Date exceeds the
amount
distributed in respect of the Class I-B-2-IO Certificates on such
Distribution
Date pursuant to Paragraph fourth of Section 4.01(a)(ii).
Class I-B-2-IO Notional Amount: As to the first Distribution
Date,
the Original Class I-B-2-IO Notional Amount and, with respect to
any subsequent
Distribution Date, an amount equal to the Principal Balance of the
Class I-B-2
Certificates.
Class I-B-2-IO Pass-Through Rate: With respect to each
Distribution
Date, the Class I-B-2-IO Pass-Through Rate will be the per annum
rate equal to
0.223799%.
Class I-B-2-IO Unpaid Interest Shortfall: As to any
Distribution
Date, the amount, if any, by which the aggregate of the Class
I-B-2-IO Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class I-B-2-IO Certificates on prior
Distribution
Dates pursuant to Paragraph fifth of Section 4.01(a)(ii).
Class I-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-I-B-3 and Exhibit C hereto.
Class I-B-3 Certificateholder: The registered holder of a Class
I-B-3 Certificate.
Class I-B-3 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class I-B-3 Certificates
pursuant to
Paragraphs seventh, eighth and ninth of Section 4.01(a)(ii).
Class I-B-3 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class I-B-3
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class I-B-3 Certificates on such Distribution Date pursuant
to Paragraph
seventh of Section 4.01(a)(ii).
Class I-B-3 Optimal Principal Amount: As to any Distribution
Date
and each Group I Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of (I) the sum of:
(i) the Class I-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 I-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 I-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 I-B-3 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 Class I-B-3 Prepayment Percentage of the Recovery for Loan
Group I for
such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class I-B-3 Optimal
Principal Amount
will equal the lesser of (A) the Class I-B-3 Optimal Principal
Amount calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class I-B-3 Certificates.
Class I-B-3 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group I Subordinated Percentage
by (ii) a
fraction, the numerator of which is the Class I-B-3 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Group I-B Principal Balance.
Class I-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 I-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 Group I-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Group I-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
I-B-3
Certificates are not eligible to receive such unscheduled
principal
distributions in accordance with Section 4.01(d)(i), the Class
I-B-3 Prepayment
Percentage for such unscheduled principal distributions for such
Distribution
Date will be zero.
Class I-B-3 Principal Balance: As to the first Determination
Date,
the Original Class I-B-3 Principal Balance. As of any subsequent
Determination
Date, the Original Class I-B-3 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class I-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 I-B-3
Certificates are the most subordinate Group I-B Certificates
outstanding, the
Class I-B-3 Principal Balance will equal the difference, if any,
between the
Group I Adjusted Pool Amount as of the preceding Distribution Date
less the sum
of the Group I-A Principal Balance, the Class I-B-1 Principal
Balance and the
Class I-B-2 Principal Balance as of such Determination Date.
Class I-B-3 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class I-B-3
Certificates
pursuant to Paragraph ninth of Section 4.01(a)(ii).
Class I-B-3 Unpaid
Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class I-B-3
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class I-B-3 Certificates on prior Distribution Dates
pursuant to
Paragraph eighth of Section 4.01(a)(ii).
Class I-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-I-B-4 and Exhibit C hereto. Class
I-B-4
Certificateholder: The registered holder of a Class I-B-4
Certificate.
Class I-B-4 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class I-B-4 Certificates
pursuant to
Paragraphs tenth, eleventh and twelfth of Section 4.01(a)(ii).
Class I-B-4 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class I-B-4
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class I-B-4 Certificates on such Distribution Date pursuant
to Paragraph
tenth of Section 4.01(a)(ii).
Class I-B-4 Optimal Principal Amount: As to any Distribution
Date
and each Group I Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of (I) the sum of:
(i) the Class I-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 I-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 I-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 I-B-4 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 Class I-B-4 Prepayment Percentage of the Recovery for Loan
Group I for
such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class I-B-4 Optimal
Principal Amount
will equal the lesser of (A) the Class I-B-4 Optimal Principal
Amount calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class I-B-4 Certificates.
Class I-B-4 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group I Subordinated Percentage
by (ii) a
fraction, the numerator of which is the Class I-B-4 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Group I-B Principal Balance.
Class I-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 I-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 Group I-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Group I-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
I-B-4
Certificates are not eligible to receive such unscheduled
principal
distributions in accordance with Section 4.01(d)(i), the Class
I-B-4 Prepayment
Percentage for such unscheduled principal distributions for such
Distribution
Date will be zero.
Class I-B-4 Principal Balance: As to the first Determination
Date,
the Original Class I-B-4 Principal Balance. As of any subsequent
Determination
Date, the Original Class I-B-4 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class I-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 I-B-4
Certificates are the most subordinate Group I-B Certificates
outstanding, the
Class I-B-4 Principal Balance will equal the difference, if any,
between the
Group I Adjusted Pool Amount as of the preceding Distribution Date
less the sum
of the Group I-A Principal Balance, the Class I-B-1 Principal
Balance, the Class
I-B-2 Principal Balance and the Class I-B-3 Principal Balance as of
such
Determination Date.
Class I-B-4 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class I-B-4
Certificates
pursuant to Paragraph twelfth of Section 4.01(a)(ii).
Class I-B-4 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class I-B-4
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class I-B-4 Certificates on prior Distribution Dates
pursuant to
Paragraph eleventh of Section 4.01(a)(ii).
Class I-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-I-B-5 and Exhibit C hereto.
Class I-B-5 Certificateholder: The registered holder of a Class
I-B-5 Certificate.
Class I-B-5 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class I-B-5 Certificates
pursuant to
Paragraphs thirteenth, fourteenth and fifteenth of Section
4.01(a)(ii).
Class I-B-5 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class I-B-5
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class I-B-5 Certificates on such Distribution Date pursuant
to Paragraph
thirteenth of Section 4.01(a)(ii).
Class I-B-5 Optimal Principal Amount: As to any Distribution
Date
and each Group I Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of (I) the sum of:
(i) the Class I-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 I-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 I-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 I-B-5 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 Class I-B-5 Prepayment Percentage of the Recovery for Loan
Group I for
such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class I-B-5 Optimal
Principal Amount
will equal the lesser of (A) the Class I-B-5 Optimal Principal
Amount calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class I-B-5 Certificates.
Class I-B-5 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group I Subordinated Percentage
by (ii) a
fraction, the numerator of which is the Class I-B-5 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Group I-B Principal Balance.
Class I-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 I-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 Group I-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Group I-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
I-B-5
Certificates are not eligible to receive such unscheduled
principal
distributions in accordance with Section 4.01(d)(i), the Class
I-B-5 Prepayment
Percentage for such unscheduled principal distributions for such
Distribution
Date will be zero.
Class I-B-5 Principal Balance: As to the first Determination
Date,
the Original Class I-B-5 Principal Balance. As of any subsequent
Determination
Date, the Original Class I-B-5 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class I-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
I-B-5 Certificates are the most subordinate Group I-B Certificates
outstanding,
the Class I-B-5 Principal Balance will equal the difference, if
any, between the
Group I Adjusted Pool Amount as of the preceding Distribution Date
less the sum
of the Group I-A Principal Balance, the Class I-B-1 Principal
Balance, the Class
I-B-2 Principal Balance, the Class I-B-3 Principal Balance and the
Class I-B-4
Principal Balance as of such Determination Date.
Class I-B-5 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class I-B-5
Certificates
pursuant to Paragraph fifteenth of Section 4.01(a)(ii).
Class I-B-5 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class I-B-5
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class I-B-5 Certificates on prior Distribution Dates
pursuant to
Paragraph fourteenth of Section 4.01(a)(ii).
Class I-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-I-B-6 and Exhibit C hereto.
Class I-B-6 Certificateholder: The registered holder of a Class
I-B-6 Certificate.
Class I-B-6 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class I-B-6 Certificates
pursuant to
Paragraphs sixteenth, seventeenth and eighteenth of Section
4.01(a)(ii).
Class I-B-6 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class I-B-6
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class I-B-6 Certificates on such Distribution Date pursuant
to Paragraph
sixteenth of Section 4.01(a)(ii).
Class I-B-6 Optimal Principal Amount: As to any Distribution
Date
and each Group I Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of (I) the sum of:
(i) the Class I-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 I-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 I-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 I-B-6 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 Class I-B-6 Prepayment Percentage of the Recovery for Loan
Group I for
such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class I-B-6 Optimal
Principal Amount
will equal the lesser of (A) the Class I-B-6 Optimal Principal
Amount calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class I-B-6 Certificates.
Class I-B-6 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group I Subordinated Percentage
by (ii) a
fraction, the numerator of which is the Class I-B-6 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Group I-B Principal Balance.
Class I-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 I-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 Group I-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Group I-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
I-B-6
Certificates are not eligible to receive such unscheduled
principal
distributions in accordance with Section 4.01(d)(i), the Class
I-B-6 Prepayment
Percentage for such unscheduled principal distributions for such
Distribution
Date will be zero.
Class I-B-6 Principal Balance: As to the first Determination
Date,
the Original Class I-B-6 Principal Balance. As of any subsequent
Determination
Date, the Original Class I-B-6 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class I-B-6 Certificates
on prior
Distribution Dates pursuant to Paragraph eighteenth of Section
4.01(a)(ii);
provided, however, if the Class I-B-6 Certificates are outstanding,
the Class
I-B-6 Principal Balance will equal the difference, if any, between
the Group I
Adjusted Pool Amount as of the preceding Distribution Date less the
sum of the
Group I-A Principal Balance, the Class I-B-1 Principal Balance, the
Class I-B-2
Principal Balance, the Class I-B-3 Principal Balance, the Class
I-B-4 Principal
Balance and the Class I-B-5 Principal Balance as of such
Determination Date.
Class I-B-6 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class I-B-6
Certificates
pursuant to Paragraph eighteenth of Section 4.01(a)(ii).
Class I-B-6 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class I-B-6
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class I-B-6 Certificates on prior Distribution Dates
pursuant to
Paragraph seventeenth of Section 4.01(a)(ii).
Class I-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 I-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 I-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 I-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 I-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 I-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 I-L Interest: A regular interest in the 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 October 2013, 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 0.498602%. On and after the Distribution
Date in October
2013, 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 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-2
Certificates with
respect to such Determination Date prior to any reduction for the
Class II-A-2
Loss Allocation Amount and (b) the Class II-A-1 Loss Amount.
Class II-A-2 Pass-Through Rate: With respect to each
Distribution
Date occurring prior to the Distribution Date in October 2013, the
Class II-A-2
Pass-Through Rate will be the per annum rate equal to the Net WAC
of the Group
II Mortgage Loans minus 0.498602%. On and after the Distribution
Date in October
2013, the Class II-A-2 Pass-Through Rate will be a per annum rate
equal to the
Net WAC of the Group II Mortgage Loans.
Class II-A-IO 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-IO and Exhibit C hereto.
Class II-A-IO Certificateholder: The registered holder of a
Class
II-A-IO Certificate.
Class II-A-IO Notional Amount: As to the first Distribution
Date,
the Original Class II-A-IO Notional Amount and, with respect to
each
Distribution Date prior to the Distribution Date in October 2013,
an amount
equal to the sum of the Principal Balances of the Class II-A-1 and
Class II-A-2
Certificates. On and after the Distribution Date in October 2013,
the Class
II-A-IO Notional Amount will be zero.
Class II-A-IO Pass-Through Rate: With respect to each
Distribution
Date occurring prior to the Distribution Date in October 2013, the
Class II-A-IO
Pass-Through Rate will be the per annum rate equal to 0.498602%. On
and after
the Distribution Date in October 2013, the Class II-A-IO
Pass-Through Rate will
be zero.
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-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 Group 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 Group II-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Group 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 Group 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 Group 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-1-IO 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-IO and Exhibit C hereto.
Class II-B-1-IO Certificateholder: The registered holder of a
Class
II-B-1-IO Certificate.
Class II-B-1-IO Distribution Amount: As to any Distribution
Date,
any amount distributable to the Holders of the Class II-B-1-IO
Certificates
pursuant to Paragraphs first and second of Section 4.01(a)(ii).
Class II-B-1-IO Interest Shortfall Amount: As to any
Distribution
Date, any amount by which the Interest Accrual Amount of the Class
II-B-1-IO
Certificates with respect to such Distribution Date exceeds the
amount
distributed in respect of the Class II-B-1-IO Certificates on such
Distribution
Date pursuant to Paragraph first of Section 4.01(a)(ii).
Class II-B-1-IO Notional Amount: As to the first Distribution
Date,
the Original Class II-B-1-IO Notional Amount and, with respect to
any subsequent
Distribution Date, an amount equal to the Principal Balance of the
Class II-B-1
Certificates.
Class II-B-1-IO Pass-Through Rate: With respect to each
Distribution
Date, the Class II-B-1-IO Pass-Through Rate will be the per annum
rate equal to
0.248602%.
Class II-B-1-IO Unpaid Interest Shortfall: As to any
Distribution
Date, the amount, if any, by which the aggregate of the Class
II-B-1-IO Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class II-B-1-IO 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 Group 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 Group II-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Group 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 Group 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-2-IO 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-IO and Exhibit C hereto.
Class II-B-2-IO Certificateholder: The registered holder of a
Class
II-B-2-IO Certificate.
Class II-B-2-IO Distribution Amount: As to any Distribution
Date,
any amount distributable to the Holders of the Class II-B-2-IO
Certificates
pursuant to Paragraphs fourth and fifth of Section 4.01(a)(ii).
Class II-B-2-IO Interest Shortfall Amount: As to any
Distribution
Date, any amount by which the Interest Accrual Amount of the Class
II-B-2-IO
Certificates with respect to such Distribution Date exceeds the
amount
distributed in respect of the Class II-B-2-IO Certificates on such
Distribution
Date pursuant to Paragraph fourth of Section 4.01(a)(ii).
Class II-B-2-IO Notional Amount: As to the first Distribution
Date,
the Original Class II-B-2-IO Notional Amount and, with respect to
any subsequent
Distribution Date, an amount equal to the Principal Balance of the
Class II-B-2
Certificates.
Class II-B-2-IO Pass-Through Rate: With respect to each
Distribution
Date, the Class II-B-2-IO Pass-Through Rate will be the per annum
rate equal to
0.248602%.
Class II-B-2-IO
Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the aggregate of the Class
II-B-2-IO Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class II-B-2-IO 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 Group 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 Group II-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Group 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 Group 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 Group 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 Group II-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Group 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 Group 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 Group 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 Group II-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Group 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 Group 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 Group 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 Group II-B
Principal
Balance and (b) for the purpose of allocating all other unscheduled
principal
distributions, the Principal Balances of the Classes of Group 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-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.
Class II-L Interest: The regular interest in the 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 A Certificate: Any of the Group I-A Certificates or Group
II-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-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-1, Class I-A-2, Class I-A-IO, Class II-A-1, Class II-A-2
and Class
II-A-IO 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-IO
Pass-Through
Rate, Class II-A-1 Pass-Through Rate, Class II-A-2 Pass-Through
Rate or Class
II-A-IO 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 or Group II-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 of the Group I-B Certificates or the
Group
II-B Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class I-B-1
Distribution
Amount, Class I-B-1-IO Distribution Amount, Class I-B-2
Distribution Amount,
Class I-B-2-IO Distribution Amount, Class I-B-3 Distribution
Amount, Class I-B-4
Distribution Amount, Class I-B-5 Distribution Amount, Class I-B-6
Distribution
Amount, Class II-B-1 Distribution Amount, Class II-B-1-IO
Distribution Amount,
Class II-B-2 Distribution Amount, Class II-B-2-IO 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 Accrual Amount: With respect to a Group and as
to
any Distribution Date, the sum of the Interest Accrual Amounts for
the Classes
of Class B Certificates of such Group with respect to such
Distribution Date.
Class B Interest Percentage: With respect to any Distribution
Date
and any Class of Class B Certificates of a Group, 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 B Interest
Accrual Amount
for such Group (determined without regard to clause (ii) of the
definition of
each related Interest Accrual Amount).
Class B Interest Shortfall Amount: Any of the Class I-B-1
Interest
Shortfall Amount, Class I-B-1-IO Interest Shortfall Amount, Class
I-B-2 Interest
Shortfall Amount, Class I-B-2-IO Interest Shortfall Amount, Class
I-B-3 Interest
Shortfall Amount, Class I-B-4 Interest Shortfall Amount, Class
I-B-5 Interest
Shortfall Amount, Class I-B-6 Interest Shortfall Amount, Class
II-B-1 Interest
Shortfall Amount, Class II-B-1-IO Interest Shortfall Amount, Class
II-B-2
Interest Shortfall Amount, Class II-B-2-IO 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 I-B-1
Optimal
Principal Amount, Class I-B-2 Optimal Principal Amount, Class I-B-3
Optimal
Principal Amount, Class I-B-4 Optimal Principal Amount, Class I-B-5
Optimal
Principal Amount, Class I-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: Any of the Group I-B Pass-Through
Rates
or the Group II-B Pass-Through Rates.
Class B Principal Balance: An amount equal to the sum of the
Group
I-B Principal Balance and the Group II-B Principal Balance.
Class B Principal Distribution Amount: Any of the Class I-B-1
Principal Distribution Amount, Class I-B-2 Principal Distribution
Amount, Class
I-B-3 Principal Distribution Amount, Class I-B-4 Principal
Distribution Amount,
Class I-B-5 Principal Distribution Amount, Class I-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 I-B-1
Unpaid
Interest Shortfall, Class I-B-1-IO Unpaid Interest Shortfall, Class
I-B-2 Unpaid
Interest Shortfall, Class I-B-2-IO Unpaid Interest Shortfall, Class
I-B-3 Unpaid
Interest Shortfall, Class I-B-4 Unpaid Interest Shortfall, Class
I-B-5 Unpaid
Interest Shortfall, Class I-B-6 Unpaid Interest Shortfall, Class
II-B-1 Unpaid
Interest Shortfall, Class II-B-1-IO Unpaid Interest Shortfall,
Class II-B-2
Unpaid Interest Shortfall, Class II-B-2-IO 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.
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 11.20.
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
and
each Group, the least of (a) the aggregate Prepayment Interest
Shortfall on the
Mortgage Loans in the related Loan Group for such Distribution
Date, (b) the
product of (i) 1/12th of 0.20% and (ii) the Pool Balance of the
Mortgage Loans
in such Loan Group for such Distribution Date and (c) the Available
Master
Servicing Compensation with respect to such Loan Group 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-AR18 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-AR18, and for all other purposes at 9062
Old
Annapolis Blvd., Columbia, Maryland 21045 Attn: Corporate Trust
Services--WFMBS
2006-AR18.
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, Class I-A-2 and Class I-A-IO
Certificates
Class I-A-MUR Interest
Class I-A-R Interest
Class II-A-M1 Interest
Class II-A-1, Class II-A-2 and Class II-A-IO
Certificates
Class I-B-M1 Interest
Class I-B-1 and
Class I-B-1-IO Certificates
Class I-B-M2 Interest
Class I-B-2 and Class I-B-2-IO Certificates
Class I-B-M3 Interest
Class I-B-3 Certificates
Class I-B-M4 Interest
Class I-B-4 Certificates
Class I-B-M5 Interest
Class I-B-5 Certificates
Class I-B-M6 Interest
Class I-B-6 Certificates
Class II-B-M1 Interest
Class II-B-1 and Class II-B-1-IO Certificates
Class II-B-M2 Interest
Class II-B-2 and Class II-B-2-IO 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
Current Class I-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 I-B-2, Class I-B-3,
Class I-B-4,
Class I-B-5 and Class I-B-6 Certificates by the Group I Aggregate
Principal
Balance. As to the first Distribution Date, the Original Class
I-B-1 Fractional
Interest.
Current Class I-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 I-B-3, Class I-B-4,
Class I-B-5
and Class I-B-6 Certificates by the Group I Aggregate Principal
Balance. As to
the first Distribution Date, the Original Class I-B-2 Fractional
Interest.
Current Class I-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 I-B-4, Class I-B-5
and Class
I-B-6 Certificates by the Group I Aggregate Principal Balance. As
to the first
Distribution Date, the Original Class I-B-3 Fractional
Interest.
Current Class I-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 I-B-5 and Class
I-B-6
Certificates by the Group I Aggregate Principal Balance. As to the
first
Distribution Date, the Original Class I-B-4 Fractional
Interest.
Current Class I-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 I-B-6 Certificates by the Group
I Aggregate
Principal Balance. As to the first Distribution Date, the Original
Class I-B-5
Fractional Interest.
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
Group II
Aggregate 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 Group II
Aggregate 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 Group II Aggregate 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 Group II Aggregate 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 Group II
Aggregate Principal Balance. As to the first Distribution Date, the
Original
Class II-B-5 Fractional Interest.
Current Class B Interest Distribution Amount: As to any
Distribution
Date and either Group of Class B Certificates, the amount
distributed in respect
of the related Classes of Class B Certificates pursuant to
Paragraphs first,
fourth, seventh, tenth, thirteenth and sixteenth of Section
4.01(a)(ii) on such
Distribution Date.
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.
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 Group I 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
October
24, 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 Group I Aggregate Principal Balance and the Cut-Off Date Group
II Aggregate
Principal Balance.
Cut-Off Date Group I Aggregate Principal Balance: The aggregate
of
the Cut-Off Date Principal Balances of the Group I Mortgage Loans
as set forth
in Section 11.02(a).
Cut-Off Date 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 three separate REMICs or result in the
imposition of any
federal tax on any of the Upper-Tier REMIC, the Middle-Tier REMIC
or the
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
Group I-A
Certificates and the Group I-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-IO and Class
II-A-IO
Certificates) is November 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-IO
Certificates is September 25, 2016. The Final Scheduled Maturity
Date for the
Class II-A-IO Certificates is September 25, 2013.
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: Either Group I or Group II.
Group I: The Group I-A and Group I-B 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 Aggregate Principal Balance: As of any Determination
Date,
an amount equal to the sum of the Group I-A Principal Balance and
the Group I-B
Principal Balance as of such date.
Group I Class B Percentage: Any of the Class I-B-1 Percentage,
Class
I-B-2 Percentage, Class I-B-3 Percentage, Class I-B-4 Percentage,
Class I-B-5
Percentage or Class I-B-6 Percentage.
Group I Class B Prepayment Percentage: Any of the Class I-B-1
Prepayment Percentage, Class I-B-2 Prepayment Percentage, Class
I-B-3 Prepayment
Percentage, Class I-B-4 Prepayment Percentage, Class I-B-5
Prepayment Percentage
or Class I-B-6 Prepayment Percentage.
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
Group I-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 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-IO
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 Senior
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
Senior
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 October 2013, 100%. As to any
Distribution
Date subsequent to October 2013 to and including the Distribution
Date in
October 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 October 2014 to and including the
Distribution
Date in October 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 October 2015 to and including
the
Distribution Date in October 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
October 2016 to and
including the Distribution Date in October 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
October 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 Group I Mortgage Loans
that were
delinquent 60 days or more (including for this purpose any Group I
Mortgage
Loans in foreclosure and Group I Mortgage Loans with respect to
which the
related Mortgaged Property has been acquired by the Trust Estate)
does not
exceed 50% of the Group I-B Principal Balance; and (B) cumulative
Realized
Losses on the Group I Mortgage Loans do not exceed the following
percentages of
the Original Group I-B Subordinated Principal Amount: (1) 30%, if
such
Distribution Date occurs between and including November 2013 and
October 2014
(2) 35%, if such Distribution Date occurs between and including
November 2014
and October 2015, (3) 40%, if such Distribution Date occurs between
and
including November 2015 and October 2016, (4) 45%, if such
Distribution Date
occurs between and including November 2016 and October 2017, and
(5) 50%, if
such Distribution Date occurs during or after November 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 October
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 Group I
Mortgage Loans that were delinquent 60 days or more (including for
this purpose
any Group I Mortgage Loans in foreclosure and Group I Mortgage
Loans with
respect to which the related Mortgaged Property has been acquired
by the Trust
Estate) does not exceed 50% of the Group I-B Principal Balance and
(iii)(A)
prior to the Distribution Date in November 2009, cumulative
Realized Losses on
the Group I Mortgage Loans do not exceed 20% of the Original Group
I-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 November 2009, cumulative
Realized
Losses on the Group I Mortgage Loans do not exceed 30% of the
Original Group I-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
Group I-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 I-B Certificate: Any one of the Class I-B-1 Certificates,
Class I-B-1-IO Certificates, Class I-B-2 Certificates, Class
I-B-2-IO
Certificates, Class I-B-3 Certificates, Class I-B-4 Certificates,
Class I-B-5
Certificates or Class I-B-6 Certificates.
Group I-B Pass-Through Rate: As to any Distribution Date and
the
Class I-B-3, Class I-B-4, Class I-B-5 and Class I-B-6 Certificates,
the Group
I-B 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-B-1 and
Class I-B-2
Certificates, the Group I-B Pass-Through Rate will be a per annum
rate equal to
Net WAC of the Group I Mortgage Loans minus 0.223799%. As to any
Distribution
Date and the Class I-B-1-IO and Class I-B-2-IO Certificates, the
Group I-B
Pass-Through Rate will be the Class I-B-1-IO Pass-Through Rate or
Class I-B-2-IO
Pass-Through Rate, respectively.
Group I-B Principal Balance: As of any date, an amount equal to
the
sum of the Class I-B-1 Principal Balance, Class I-B-2 Principal
Balance, Class
I-B-3 Principal Balance, Class I-B-4 Principal Balance, Class I-B-5
Principal
Balance and Class I-B-6 Principal Balance.
Group II: The Group II-A and Group 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 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 Aggregate Principal Balance: As of any Determination
Date,
an amount equal to the sum of the Group II-A Principal Balance and
the Group
II-B Principal Balance as of such 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 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
Group 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 or Class
II-A-IO Certificate.
Group II-A Distribution Amount: As to any Distribution Date and
any
Class of Group II-A Certificates (other than the Classes of Senior
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 October 2013, 100%. As to any
Distribution
Date subsequent to October 2013 to and including the Distribution
Date in
October 2014, 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 October 2014 to and including the
Distribution
Date in October 2015, 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 October 2015 to and
including the
Distribution Date in October 2016, 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
October 2016 to and
including the Distribution Date in October 2017, 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
October 2017,
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 Group II-B Principal Balance; and (B) cumulative
Realized
Losses on the Group II Mortgage Loans do not exceed the following
percentages of
the Original Group II-B Subordinated Principal Amount: (1) 30%, if
such
Distribution Date occurs between and including November 2013 and
October 2014
(2) 35%, if such Distribution Date occurs between and including
November 2014
and October 2015, (3) 40%, if such Distribution Date occurs between
and
including November 2015 and October 2016, (4) 45%, if such
Distribution Date
occurs between and including November 2016 and October 2017, and
(5) 50%, if
such Distribution Date occurs during or after November 2017.
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 October
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 Group II-B
Principal
Balance and (iii)(A) prior to the Distribution Date in November
2009, cumulative
Realized Losses on the Group II Mortgage Loans do not exceed 20% of
the Original
Group 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
November 2009,
cumulative Realized Losses on the Group II Mortgage Loans do not
exceed 30% of
the Original Group 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 aggregate 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 II-B Certificate: Any one of the Class II-B-1
Certificates,
Class II-B-1-IO Certificates, Class II-B-2 Certificates, Class
II-B-2-IO
Certificates, Class II-B-3 Certificates, Class II-B-4 Certificates,
Class II-B-5
Certificates or Class II-B-6 Certificates.
Group II-B Pass-Through Rate: As to any Distribution Date and
the
Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6
Certificates, the
Group II-B 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
II-B-1 and
Class II-B-2 Certificates, the Group II-B Pass-Through Rate will be
a per annum
rate equal to Net WAC of the Group II Mortgage Loans minus
0.248602%. As to any
Distribution Date and the Class II-B-1-IO and Class II-B-2-IO
Certificates, the
Group II-B Pass-Through Rate will be the Class II-B-1-IO
Pass-Through Rate or
Class II-B-2-IO Pass-Through Rate, respectively.
Group 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.
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 or
Group II-A Interest Percentage, as applicable, of such Class of the
interest
portion of any Realized Losses allocated to the Group I-A
Certificates or to the
Group II-A Certificates, as applicable, on or after the
Subordination Depletion
Date for such Group pursuant to Section 4.02(c) and (B) the Group
I-A Interest
Percentage or Group II-A Interest Percentage, as applicable, of
any
Non-Supported Interest Shortfall or Relief Act Shortfall on the
Mortgage Loans
in the related Loan Group allocated to the Class A Certificates of
such Group
with respect to such Distribution Date.
As to any Distribution Date and any Class of Class B Certificates
of
a Group, 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 B
Certificates of
such Group with respect to such Distribution Date.
Interest Only Certificates: Class I-A-IO, Class II-A-IO, Class
I-B-1-IO, Class I-B-2-IO, Class II-B-1-IO and Class II-B-2-IO
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: Either Loan Group I or Loan Group II.
Loan Group I: The Group I Mortgage Loans.
Loan Group II: The Group II 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: As defined in Section
4.01(a)(v).
Lower-Tier REMIC: One of three separate REMICs comprising the
Trust
Estate, the assets of which consist of the Mortgage Loans, such
amounts as shall
from time to time be held in the Certificate Account, the insurance
policies, if
any, relating to a Mortgage Loan and property which secured a
Mortgage Loan and
which has been acquired by foreclosure or deed in lieu of
foreclosure.
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 three 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 October 24, 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 or
Group II 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 either 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 either Loan Group, the sum of (i) the excess, if any, of
the aggregate
Prepayment Interest Shortfall on the Mortgage Loans of such Loan
Group over the
aggregate Compensating Interest with respect to the related 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 Group I
or Group II,
as the case may be, the Non-Supported Interest Shortfall for the
related Loan
Group determined pursuant to the preceding sentence will be
increased by the
amount of any Subordination Depletion Date Interest Shortfall with
respect to
such Loan Group for such Distribution Date. Any Non-Supported
Interest Shortfall
for Loan Group I or Loan Group II will be allocated to (a) (i) the
Group I-A
Certificates according to the percentage obtained by dividing the
Group I-A
Principal Balance by the Group I Aggregate Principal Balance or
(ii) Group II-A
Certificates according to the percentage obtained by dividing the
Group II-A
Principal Balance by the Group II Aggregate Principal Balance and
(b) (i) the
Group I-B Certificates according to the percentage obtained by
dividing the
Group I-B Principal Balance by the Group II Aggregate Principal
Balance or (ii)
the Group II-B Certificates according to the percentage obtained by
dividing the
Group II-B Principal Balance by the Group II Aggregate Principal
Balance.
Non-U.S. Person: As defined in Section 4.01(g).
Notional Amount: Any of the Class I-A-IO Notional Amount, Class
II-A-IO Notional Amount, Class I-B-1-IO Notional Amount, Class
I-B-2-IO Notional
Amount, Class II-B-1-IO Notional Amount or the Class II-B-2-IO
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 of a Group 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 Group) and (ii) (a) the Principal Balance of any
Class of Class A
Certificates of such Group 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 Class of Class B Certificates of such Group 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 I-B-1
Principal
Balance, Class I-B-2 Principal Balance, Class I-B-3 Principal
Balance, Class
I-B-4 Principal Balance, Class I-B-5 Principal Balance, Class I-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-IO Notional Amount: The Original Class
I-A-IO
Notional Amount as set forth in Section 11.05(a).
Original Class II-A-IO Notional Amount: The Original Class
II-A-IO
Notional Amount as set forth in Section 11.05(b).
Original Class I-B-1 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of
the Original
Class I-B-2 Principal Balance, the Original Class I-B-3 Principal
Balance, the
Original Class I-B-4 Principal Balance, the Original Class I-B-5
Principal
Balance and the Original Class I-B-6 Principal Balance by the
Cut-Off Date Group
I Aggregate Principal Balance. The Original Class I-B-1 Fractional
Interest is
specified in Section 11.10.
Original Class I-B-2 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of
the Original
Class I-B-3 Principal Balance, the Original Class I-B-4 Principal
Balance, the
Original Class I-B-5 Principal Balance and the Original Class I-B-6
Principal
Balance by the Cut-Off Date Group I Aggregate Principal Balance.
The Original
Class I-B-2 Fractional Interest is specified in Section 11.11.
Original Class I-B-3 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of
the Original
Class I-B-4 Principal Balance, the Original Class I-B-5 Principal
Balance and
the Original Class I-B-6 Principal Balance by the Cut-Off Date
Group I Aggregate
Principal Balance. The Original Class I-B-3 Fractional Interest is
specified in
Section 11.12.
Original Class I-B-4 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of
the Original
Class I-B-5 Principal Balance and the Original Class I-B-6
Principal Balance by
the Cut-Off Date Group I Aggregate Principal Balance. The Original
Class I-B-4
Fractional Interest is specified in Section 11.13.
Original Class I-B-5 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the Original
Class I-B-6
Principal Balance by the Cut-Off Date Group I Aggregate Principal
Balance. The
Original Class I-B-5 Fractional Interest is specified in Section
11.14.
Original Class I-B-1-IO Notional Amount: The Original Class
I-B-1-IO
Notional Amount as set forth in Section 11.09(a).
Original Class I-B-2-IO Notional Amount: The Original Class
I-B-2-IO
Notional Amount as set forth in Section 11.09(b).
Original Class I-B-1 Principal Balance: The Class I-B-1
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.08.
Original Class I-B-2 Principal Balance: The Class I-B-2
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.08.
Original Class I-B-3 Principal Balance: The Class I-B-3
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.08.
Original Class I-B-4 Principal Balance: The Class I-B-4
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.08.
Original Class
I-B-5 Principal Balance: The Class I-B-5 Principal Balance as of
the Cut-Off
Date, as set forth in Section 11.08.
Original Class I-B-6 Principal Balance: The Class I-B-6
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.08.
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
Group II Aggregate Principal Balance. The Original Class II-B-1
Fractional
Interest is specified in Section 11.15.
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 Group II Aggregate Principal Balance.
The Original
Class II-B-2 Fractional Interest is specified in Section 11.16.
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
Group II
Aggregate Principal Balance. The Original Class II-B-3 Fractional
Interest is
specified in Section 11.17.
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 Group II Aggregate Principal Balance. The
Original Class
II-B-4 Fractional Interest is specified in Section 11.18.
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 Group II Aggregate Principal
Balance. The
Original Class II-B-5 Fractional Interest is specified in Section
11.19.
Original Class II-B-1-IO Notional Amount: The Original Class
II-B-1-IO Notional Amount as set forth in Section 11.09(c).
Original Class II-B-2-IO Notional Amount: The Original Class
II-B-2-IO Notional Amount as set forth in Section 11.09(d).
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 B Principal Balance: The sum of the Original
Class
I-B-1 Principal Balance, Original Class I-B-2 Principal Balance,
Original Class
I-B-3 Principal Balance, Original Class I-B-4 Principal Balance,
Original Class
I-B-5 Principal Balance, Original Class I-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 11.07.
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 I-B Principal Balance: The Group I-B Principal
Balance as of the Cut-Off Date, as set forth in Section
11.07(a).
Original Group I-B Subordinated Principal Amount: The Group I-B
Principal Balance as of the Cut-Off Date.
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 II-B Principal Balance: The Group II-B Principal
Balance as of the Cut-Off Date, as set forth in Section
11.07(b).
Original Group II-B Subordinated Principal Amount: The Group
II-B
Principal Balance as of the Cut-Off Date.
Original Notional Amount: Any of the Original Class I-A-IO
Notional
Amount, Original Class II-A-IO Notional Amount, Original Class
I-B-1-IO Notional
Amount, Original Class I-B-2-IO Notional Amount, Original Class
II-B-1-IO
Notional Amount or Original Class II-B-2-IO Notional Amount.
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 I-B-1 Principal Balance, Original Class I-B-2
Principal Balance,
Original Class I-B-3 Principal Balance, Original Class I-B-4
Principal Balance,
Original Class I-B-5 Principal Balance, Original Class I-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 the Senior Interest Only Certificates), 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 the Senior Interest Only
Certificates, the
undivided percentage interest obtained by dividing the original
notional amount
evidenced by such Certificate by the Original Notional Amount of
such Class of
Certificates. With respect to a Class B Certificate of a Class
(other than the
Subordinate Interest Only Certificates), 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.
With respect
to the Subordinate Interest Only Certificates, the undivided
percentage interest
obtained by dividing the original notional amount evidenced by such
Certificate
by the Original Notional Amount of such Class of 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: Either of the Group I Pool Balance or 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 I-B-1 Optimal
Principal Amount, Class I-B-2 Optimal Principal Amount, Class I-B-3
Optimal
Principal Amount, Class I-B-4 Optimal Principal Amount, Class I-B-5
Optimal
Principal Amount, Class I-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 Senior 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 or Group II-A
Certificates,
as the case may be (other than the Senior 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 or Group
II-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 or Group II-A Loss Percentage, as applicable, of such
Class and the
difference, if any, between (a) the Group I-A Principal Balance or
Group II-A
Principal Balance, as applicable, as of such Determination Date
without regard
to this sentence and (b) the Group I Adjusted Pool Amount or Group
II Adjusted
Pool Amount, as applicable, for the preceding Distribution Date;
provided,
however, that the amount of any such reduction for the Class I-A-1
Certificates
will be decreased by the Class I-A-2 Loss Allocation Amount and the
amount of
any such reduction for the Class II-A-1 Certificates will be
decreased by the
Class II-A-2 Loss Allocation Amount. After the applicable
Subordination
Depletion Date, the Principal Balance of the Class I-A-2
Certificates will
additionally be reduced by the Class I-A-2 Loss Allocation Amount
and the
Principal Balance of the Class II-A-2 Certificates will
additionally be reduced
by the Class II-A-2 Loss Allocation Amount. In addition, any
increase allocated
to the Class I-A-1 Certificates pursuant to the third sentence
above will
instead increase the Principal Balance of the Class I-A-2
Certificates and any
increase allocated to the Class II-A-1 Certificates pursuant to the
third
sentence above will instead increase the Principal Balance of the
Class II-A-2
Certificates.
The Class I-A-IO and Class II-A-IO Certificates are Senior
Interest
Only Certificates and have no Principal Balance.
As to the Class B Certificates, the Class I-B-1 Principal
Balance,
Class I-B-2 Principal Balance, Class I-B-3 Principal Balance, Class
I-B-4
Principal Balance, Class I-B-5 Principal Balance, Class I-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.
The Class I-B-1-IO, Class I-B-2-IO, Class II-B-1-IO and Class
II-B-2-IO Certificates are Subordinate Interest Only Certificates
and have no
Principal Balance.
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) or (B) 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 October 23, 2006 as supplemented
by
the prospectus supplement dated October 23, 2006, relating to the
Class A, Class
I-B-1, Class I-B-1-IO, Class I-B-2, Class I-B-2-IO, Class I-B-3,
Class II-B-1,
Class II-B-1-IO, Class II-B-2, Class II-B-2-IO 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 I-B-1, Class I-B-1-IO, Class I-B-2, Class I-B-2-IO,
Class I-B-3,
Class I-B-4, Class I-B-5, Class II-B-1, Class II-B-1-IO, Class
II-B-2, Class
II-B-2-IO, Class II-B-3, Class II-B-4 and Class II-B-5 Certificates
is Fitch. If
either 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 and 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 Moody's
and AAA in
the case of Fitch, 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 the
Group I
Mortgage Loans or Group II 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: With respect to any Distribution Date and
either Loan Group, any interest shortfalls arising as a result of
the reduction
in the amount of monthly interest payments on any Mortgage Loans of
such Loan
Group 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. Any Relief
Act Shortfall for Loan Group I or Loan Group II will be allocated
to (a) (i) the
Group I-A Certificates according to the percentage obtained by
dividing the
Group I-A Principal Balance by the Group I Aggregate Principal
Balance or (ii)
the Group II-A Certificates according to the percentage obtained by
dividing the
Group II-A Principal Balance by the Group II Aggregate Principal
Balance and (b)
(i) the Group I-B Certificates according to the percentage obtained
by dividing
the Group I-B Principal Balance by the Group I Aggregate Principal
Balance or
(ii) the Group II-B Certificates according to the percentage
obtained by
dividing the Group II-B Principal Balance by the Group II Aggregate
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.
Senior Interest Only Certificates: Class I-A-IO and Class
II-A-IO
Certificates.
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.
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.
Subordinate Interest Only Certificates: Class I-B-1-IO, Class
I-B-2-IO, Class II-B-1-IO and Class II-B-2-IO Certificates.
Subordination Depletion Date: With respect to a Group, the
Distribution Date preceding the first Distribution Date on which
the Group I-A
Percentage or Group II-A Percentage, as applicable, (in each case,
determined
pursuant to clause (ii) of the definition thereof) equals or
exceeds 100%.
Subordination Depletion Date Interest Shortfall: With respect
to
either Loan Group and any Distribution Date that occurs on or after
the
applicable Subordination Depletion Date with respect to any
Unscheduled
Principal Receipt (other than a Prepayment in Full or Curtailment)
with respect
to such Loan Group:
(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 Lower-Tier Interest: A regular interest in the
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 and Class II-L Interest are Uncertificated
Lower-Tier
Interests.
Uncertificated Middle-Tier Interest: Any of the Class I-A-M1
Interest, the Class I-A-MUR Interest, the Class II-A-M1 Interest,
the Class
I-B-M1 Interest, the Class I-B-M2 Interest, the Class I-B-M3
Interest, the Class
I-B-M4 Interest, the Class I-B-M5 Interest, the Class I-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.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class I-B-1 Unpaid Interest Shortfall, Class
I-B-1-IO Unpaid
Interest Shortfall, the Class I-B-2 Unpaid Interest Shortfall,
Class I-B-2-IO
Unpaid Interest Shortfall, the Class I-B-3 Unpaid Interest
Shortfall, the Class
I-B-4 Unpaid Interest Shortfall, the Class I-B-5 Unpaid Interest
Shortfall, the
Class I-B-6 Unpaid Interest Shortfall, the Class II-B-1 Unpaid
Interest
Shortfall, Class II-B-1-IO Unpaid Interest Shortfall, the Class
II-B-2 Unpaid
Interest Shortfall, Class II-B-2-IO 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 the portions of the Class I-A-R Certificate represented by the
Class I-A-MR
Interest and the Class I-A-LR 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 three 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 Aggregate
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; and
(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).
(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;
(ii) 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 Servicer or its
properties
or might have consequences that would materially affect its
performance hereunder;
(v) Except as otherwise disclosed in the Prospectus, no legal
or
governmental proceedings are pending (or known to be contemplated)
against
the Master
Servicer that would be material to Certificateholders;
(vi) Except as otherwise disclosed in the Prospectus, the
Master
Servicer
is not aware and has not received notice that any default,
early
amortization or other performance triggering event has occurred as
to any
other
securitization due to any act or failure to act of the Master
Servicer
under such securitization;
(vii) Except as otherwise disclosed in the Prospectus, the
Master
Servicer
has not been terminated as master servicer in a residential
mortgage
loan securitization, either due to a master servicing default
or
to
application of a master servicing performance test or trigger;
(viii) Except as otherwise disclosed in the Prospectus, no
material
noncompliance with the applicable servicing criteria with respect
to other
securitizations of residential mortgage loans involving the
Master
Servicer
as a master servicer has been disclosed or reported by the
Master
Servicer
within the past three (3) years;
(ix) Except as otherwise disclosed in the Prospectus, no
material
changes to
the Master Servicer's policies or procedures with respect to
the master
servicing function it will perform under this Agreement for
mortgage
loans of a type similar to the Mortgage Loans have occurred
during the
three-year period immediately preceding the date of this
Agreement;
(x) Except as otherwise disclosed in the Prospectus, there is
no
material
risk that the Master Servicer's financial condition could
affect
one or
more aspects of the performance by the Master Servicer of its
master
servicing obligations under this Agreement in a manner that
could
have a
material impact on the performance of the Mortgage Loans or the
Certificates; and
(xi) Except as disclosed in the Prospectus, there are no
affiliations, relationships or transactions relating to the
Master
Servicer
and any party identified in Item 1119 of Regulation AB of the
type
described therein.
It is understood and agreed that the representations and
warranties
set forth in this Section 2.03(a) shall survive delivery of the
respective Owner
Mortgage Loan Files to the Trustee or the Custodian. Upon discovery
by any of
the Depositor, the Master Servicer or the Trustee of a breach of
any of the
representations and warranties set forth in this Section 2.03(a),
the party
discovering such breach shall give prompt written notice, which
shall not exceed
two days, to the other parties. The Master Servicer shall consult
with the
Depositor to determine if any such breach is material and any
breach determined
by the Depositor to be material shall be included by the Master
Servicer on the
next Distribution Date Statement prepared pursuant to Section
4.04.
(b) The Depositor hereby represents and warrants to the Trustee
for
the benefit of Certificateholders that, as of the date of execution
of this
Agreement, with respect to the Mortgage Loans, or each Mortgage
Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule was
true
and
correct in all material respects at the date or dates respecting
which
such
information is furnished as specified in the Mortgage Loan
Schedule;
(ii) Immediately prior to the transfer and assignment
contemplated
herein,
the Depositor was the sole owner and holder of the Mortgage
Loan
free and clear
of any and all liens, pledges, charges or security
interests
of any nature and has full right and authority to sell and
assign the
same;
(iii) The Mortgage is a valid, subsisting and enforceable first
lien
on the
property therein described, and the Mortgaged Property is free
and
clear of
all encumbrances and liens having priority over the first lien
of
the
Mortgage except for liens for real estate taxes and special
assessments not yet due and payable and liens or interests arising
under
or as a
result of any federal, state or local law, regulation or
ordinance
relating
to hazardous wastes or hazardous substances, and, if the
related
Mortgaged
Property is a condominium unit, any lien for common charges
permitted
by statute or homeowners association fees; and if the Mortgaged
Property
consists of shares of a cooperative housing corporation, any
lien
for
amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents
or
maintenance expenses secured by the real property owned by the
cooperative
housing
corporation; and any security agreement, chattel mortgage or
equivalent
document related to, and delivered to the Trustee or to the
Custodian
with, any Mortgage establishes in the Depositor a valid and
subsisting
first lien on the property described therein and the Depositor
has full
right to sell and assign the same to the Trustee;
(iv) Neither the Depositor nor any prior holder of the Mortgage
or
the
related Mortgage Note has modified the Mortgage or the related
Mortgage
Note in any material respect, satisfied, canceled or
subordinated
the Mortgage in whole
or in part, released the Mortgaged Property in whole
or in part
from the lien of the Mortgage, or executed any instrument of
release,
cancellation, modification or satisfaction, except in each case
as is
reflected in an agreement delivered to the Trustee or the
Custodian
pursuant
to Section 2.01(a);
(v) All taxes, governmental assessments, insurance premiums,
and
water,
sewer and municipal charges, which previously became due and
owing
have been
paid, or an escrow of funds has been established, to the extent
permitted
by law, in an amount sufficient to pay for every such item
which
remains
unpaid; and the Depositor has not advanced funds, or received
any
advance of
funds by a party other than the Mortgagor, directly or
indirectly
(except pursuant to any Subsidy Loan arrangement) for the
payment of
any amount required by the Mortgage, except for interest
accruing
from the date of the Mortgage Note or date of disbursement of
the
Mortgage
Loan proceeds, whichever is later, to the day which precedes by
thirty
days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire,
earthquake,
earth
movement other than earthquake, windstorm, flood, tornado or
similar
casualty
(excluding casualty from the presence of hazardous wastes or
hazardous
substances, as to which the Depositor makes no
representations),
in a
manner which would adversely affect the value of the Mortgaged
Property
as security for the Mortgage Loan or the use for which the
premises
were intended and to the best of the Depositor's knowledge,
there
is no
proceeding pending or threatened for the total or partial
condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all mechanics'
and
materialmen's liens or liens in the nature thereof; provided,
however,
that this
warranty shall be deemed not to have been made at the time of
the
initial issuance of the Certificates if a title policy affording,
in
substance,
the same protection afforded by this warranty is furnished to
the
Trustee by the Depositor;
(viii)
Except for Mortgage Loans secured by Co-op Shares and
Mortgage
Loans secured by residential long-term leases, the Mortgaged
Property
consists of a fee simple estate in real property; all of the
improvements which are included for the purpose of determining
the
appraised
value of the Mortgaged Property lie wholly within the
boundaries
and
building restriction lines of such property and no improvements
on
adjoining
properties encroach upon the Mortgaged Property (unless insured
against
under the related title insurance policy); and to the best of
the
Depositor's knowledge, the Mortgaged Property and all improvements
thereon
comply
with all requirements of any applicable zoning and subdivision
laws
and
ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable
state,
federal or
local laws, regulations and other requirements, pertaining to
usury, and
the Mortgage Loan is not usurious;
(x) To the best of the Depositor's knowledge, all inspections,
licenses
and certificates required to be made or issued with respect to
all
occupied portions of the Mortgaged Property and, with respect to
the
use and
occupancy of the same, including, but not limited to,
certificates
of
occupancy and fire underwriting certificates, have been made or
obtained
from the appropriate authorities;
(xi) All payments required to be made up to the Due Date
immediately
preceding
the Cut-Off Date for such Mortgage Loan under the terms of the
related
Mortgage Note have been made and no Mortgage Loan had more than
one
delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other
agreements
executed
in connection therewith are genuine, and each is the legal,
valid
and
binding obligation of the maker thereof, enforceable in
accordance
with its
terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the
enforcement
of
creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a
proceeding in
equity or
at law); and, to the best of the Depositor's knowledge, all
parties to
the Mortgage Note and the Mortgage had legal capacity to
execute
the Mortgage Note and the Mortgage and each Mortgage Note and
Mortgage
has been duly and properly executed by the Mortgagor;
(xiii) Each Mortgage Loan at the time it was originated complied
in
all
material respects with applicable federal, state and local laws
including,
without limitation, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit
opportunity,
predatory
and abusive lending laws and disclosure laws;
(xiv) The proceeds of the Mortgage Loans have been fully
disbursed,
there is
no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site
improvements and
as to
disbursements of any escrow funds therefor have been complied
with
(except
for escrow funds for exterior items which could not be
completed
due to
weather and escrow funds for the completion of swimming pools);
and
all costs,
fees and expenses incurred in making, closing or recording the
Mortgage
Loan have been paid, except recording fees with respect to
Mortgages
not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged
Property located in any jurisdiction, as to which an opinion of
counsel of
the type customarily rendered in such jurisdiction in lieu of
title
insurance is instead received) is covered by an American Land
Title
Association mortgagee title insurance policy or other generally
acceptable
form of
policy or insurance acceptable to Fannie Mae or Freddie Mac,
issued by
a title insurer acceptable to Fannie Mae or Freddie Mac
insuring
the
originator, its successors and assigns, as to the first priority
lien
of the
Mortgage in the original principal amount of the Mortgage Loan
and
subject only to
(A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions
and
restrictions, rights of way, easements and other matters of public
record
as of the
date of recording of such Mortgage acceptable to mortgage
lending
institutions in the area in which the Mortgaged Property is
located or
specifically referred to in the appraisal performed in
connection
with the origination of the related Mortgage Loan, (C) liens
created
pursuant to any federal, state or local law, regulation or
ordinance
affording liens for the costs of clean-up of hazardous
substances
or hazardous wastes or for other environmental protection
purposes
and (D) such other matters to which like properties are
commonly
subject
which do not individually, or in the aggregate, materially
interfere
with the benefits of the security intended to be provided by
the
Mortgage;
the Depositor is the sole insured of such mortgagee title
insurance
policy, the assignment to the Trustee of the Depositor's
interest
in such mortgagee title insurance policy does not require any
consent of
or notification to the insurer which has not been obtained or
made, such
mortgagee title insurance policy is in full force and effect
and will
be in full force and effect and inure to the benefit of the
Trustee,
no claims have been made under such mortgagee title insurance
policy,
and no prior holder of the related Mortgage, including the
Depositor,
has done, by act or omission, anything which would impair the
coverage
of such mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is
insured
by an
insurer acceptable to Fannie Mae or Freddie Mac against loss by
fire
and such
hazards as are covered under a standard extended coverage
endorsement, in an amount which is not less than the lesser of 100%
of the
insurable
value of the Mortgaged Property and the outstanding principal
balance of
the Mortgage Loan, but in no event less than the minimum amount
necessary
to fully compensate for any damage or loss on a replacement
cost
basis; if
the Mortgaged Property is a condominium unit, it is included
under the
coverage afforded by a blanket policy for the project; if upon
origination of the Mortgage Loan, the improvements on the
Mortgaged
Property
were in an area identified in the Federal Register by the
Federal
Emergency
Management Agency as having special flood hazards, a flood
insurance
policy meeting the requirements of the current guidelines of
the
Federal
Insurance Administration is in effect with a generally
acceptable
insurance
carrier, in an amount representing coverage not less than the
least of
(A) the outstanding principal balance of the Mortgage Loan, (B)
the full
insurable value of the Mortgaged Property and (C) the maximum
amount of
insurance which was available under the National Flood
Insurance
Act of
1968, as amended; and each Mortgage obligates the Mortgagor
thereunder
to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Depositor's knowledge, there is no
default,
breach, violation or event of acceleration existing under the
Mortgage
or the related Mortgage Note and no event which, with the
passage
of time or
with notice and the expiration of any grace or cure period,
would
constitute a default, breach, violation or event of
acceleration;
the
Depositor has not waived any default, breach, violation or event
of
acceleration; and no foreclosure action is currently threatened or
has
been commenced
with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense
of
usury, nor
will the operation of any of the terms of the Mortgage Note or
Mortgage,
or the exercise of any right thereunder, render the Mortgage
Note or
Mortgage unenforceable, in whole or in part, or subject it to
any
right of
rescission, set-off, counterclaim or defense, including the
defense of
usury, and no such right of rescission, set-off, counterclaim
or defense
has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments,
resulting
in
complete amortization of the Mortgage Loan over a term of not more
than
360
months;
(xx) Each Mortgage contains customary and enforceable
provisions
such as to
render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of
the
security,
including realization by judicial foreclosure (subject to any
limitation
arising from any bankruptcy, insolvency or other law for the
relief of
debtors), and there is no homestead or other exemption
available
to the
Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Depositor's knowledge, no Mortgagor is
a
debtor in
any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States
and
consists
of a one- to four-unit residential property, which may include
a
detached
home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op
Shares,
leases or
occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of
Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit
has
been
delivered to the Custodian in place of the related Mortgage Note,
the
related
Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos
"living"
trust, (i)
such trust is in compliance with Fannie Mae or Freddie Mac
standards
for inter vivos trusts and (ii) holding title to the Mortgaged
Property
in such trust will not diminish any rights as a creditor
including
the right to full title to the Mortgaged Property in the event
foreclosure proceedings are initiated;
(xxvi) If the Mortgage Loan is secured by a long-term
residential
lease, (1)
the lessor under the lease holds a fee simple interest in the
land; (2)
the terms of such lease expressly permit the mortgaging of the
leasehold
estate, the assignment of the lease without the lessor's
consent
and the
acquisition by the holder of the Mortgage of the rights of the
lessee
upon foreclosure or assignment in lieu of foreclosure or
provide
the holder
of the Mortgage with substantially similar protections; (3) the
terms of
such lease do not (a) allow the termination thereof upon the
lessee's
default without the holder of the Mortgage being entitled to
receive
written notice of, and opportunity to cure, such default, (b)
allow the
termination of the lease in the event of damage or destruction
as long as
the Mortgage is in existence, (c) prohibit the holder of the
Mortgage
from being insured (or receiving proceeds of insurance) under
the
hazard
insurance policy or policies relating to the Mortgaged Property
or
(d) permit
any increase in rent other than pre-established increases set
forth in
the lease; (4) the original term of such lease is not less than
15 years;
(5) the term of such lease does not terminate earlier than five
years
after the maturity date of the Mortgage Note; and (6) the
Mortgaged
Property
is located in a jurisdiction in which the use of leasehold
estates in
transferring ownership in residential properties is a widely
accepted
practice;
(xxvii) No Mortgage Loan is a "high cost" loan as defined under
any
federal,
state or local law applicable to such Mortgage Loan at the time
of its
origination;
(xxviii) No Mortgage Loan is serviced by the Trustee or an
affiliate
of the
Trustee; and
(xxix) No Mortgage Loan (other than a Mortgage Loan that is a
New
Jersey
covered purchase loan) is a High Cost Loan or Covered Loan, as
applicable
(as such terms are defined in the then current S&P's
LEVELS(R)
Glossary
which is now Version 5.7, Appendix E) and no Mortgage Loan
originated on or after
October 1, 2002 through March 6, 2003 is governed
by the
Georgia Fair Lending Act.
Notwithstanding the foregoing, no representations or warranties
are
made by the Depositor as to the environmental condition of any
Mortgaged
Property; the absence, presence or effect of hazardous wastes or
hazardous
substances on any Mortgaged Property; any casualty resulting from
the presence
or effect of hazardous wastes or hazardous substances on, near or
emanating from
any Mortgaged Property; the impact on Certificateholders of any
environmental
condition or presence of any hazardous substance on or near any
Mortgaged
Property; or the compliance of any Mortgaged Property with any
environmental
laws, nor is any agent, person or entity otherwise affiliated with
the Depositor
authorized or able to make any such representation, warranty or
assumption of
liability relative to any Mortgaged Property. In addition, no
representations or
warranties are made by the Depositor with respect to the absence or
effect of
fraud in the origination of any Mortgage Loan.
It is understood and agreed that the representations and
warranties
set forth in this Section 2.03(b) shall survive delivery of the
respective Owner
Mortgage Loan Files (and Retained Mortgage Loan Files, if
applicable) to the
Custodian and shall inure to the benefit of the Trustee
notwithstanding any
restrictive or qualified endorsement or assignment.
(c) Upon discovery by any of the Depositor, the Master Servicer,
the
Trustee or the Custodian that any of the representations and
warranties made in
subsection (b) above is not accurate (referred to herein as a
"breach") and,
except for a breach of the representation and warranty set forth in
subsection
(b)(i), where such breach is a result of the Cut-Off Date Principal
Balance of a
Mortgage Loan being greater, by $1,000 or greater, than the Cut-Off
Date
Principal Balance of such Mortgage Loan indicated on the Mortgage
Loan Schedule,
that such breach materially and adversely affects the interests of
the
Certificateholders in the related Mortgage Loan, the party
discovering such
breach shall give prompt written notice (not to exceed two days
after discovery)
to the other parties to this Agreement and the Custodian (any
Custodian being so
obligated under a Custodial Agreement). Within 60 days of the
earlier of its
discovery or its receipt of notice of any such breach, the
Depositor shall cure
such breach in all material respects or shall either (i) repurchase
the Mortgage
Loan or any property acquired in respect thereof from the Trust
Estate at a
price equal to the Repurchase Price; provided that if the Depositor
elects to
repurchase a Mortgage Loan due to a breach of the representation
and warranty
set forth in subsection (b)(i), where such breach is a result of
the Cut-Off
Date Principal Balance of a Mortgage Loan being greater, by $1,000
or greater,
than the Cut-Off Date Principal Balance of such Mortgage Loan
indicated on the
Mortgage Loan Schedule, such repurchase is only permitted within 90
days of the
Closing Date or (ii) if within two years of the Startup Day, or
such other
period permitted by the REMIC Provisions, substitute for such
Mortgage Loan in
the manner described in Section 2.02. In addition to the foregoing,
if a breach
of the representation set forth in clause (b)(xiii) or (xxix) of
this Section
2.03 occurs as a result of a violation of an applicable predatory
or abusive
lending law, the Depositor shall reimburse the Trust for all costs
and damages
including, but not limited to, reasonable attorneys' fees and
costs, incurred by
the Trust as a result of the violation of such law (such amount,
the
"Reimbursement Amount"). The Repurchase Price, the Substitution
Principal
Amount, if any, plus accrued interest thereon and the other amounts
referred to
in Section 2.02, and any Reimbursement Amount shall be deposited in
the
Certificate Account. It is understood and agreed, except with
respect to the
second preceding sentence, that the obligation of the Depositor to
repurchase or
substitute for any Mortgage Loan or property as to which such a
breach has
occurred and is continuing shall constitute the sole remedy
respecting such
breach available to Certificateholders or the Trustee on behalf
of
Certificateholders, and such obligation shall survive until
termination of the
Trust Estate hereunder.
The Trustee shall be responsible for enforcing the Depositor's
obligations under this Section 2.03. If the Trustee receives
written notice from
the Master Servicer or the Custodian that such breach 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 2.03. In
connection with any substitution permitted by this Section 2.03,
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
2.03.
Section 2.04 Execution and Delivery of Certificates.
The Trustee acknowledges (i) the assignment to it of the
Mortgage
Loans, (ii) the issuance of and hereby declares that it holds the
Uncertificated
Lower-Tier Interests on behalf of the Middle-Tier REMIC and
Certificateholders
and (iii) the issuance of and hereby declares that it holds the
Uncertificated
Middle-Tier Interests on behalf of the Upper-Tier REMIC and
Certificateholders.
The Trustee acknowledges the delivery of the Owner Mortgage Loan
Files to the
Custodian, on behalf of the Trustee. The Paying Agent, concurrently
with such
delivery, has executed and delivered to or upon the order of the
Depositor, in
exchange for the Mortgage Loans and the Uncertificated Middle-Tier
Interests and
Uncertificated Lower-Tier Interests, together with all other assets
included in
the definition of "Trust Estate," receipt of which is hereby
acknowledged,
Certificates in authorized denominations which, together with the
Uncertificated
Lower-Tier Interests and the Uncertificated Middle-Tier Interests,
evidence
ownership of the entire Trust Estate.
Section 2.05 Designation of Certificates; Designation of Startup
Day
and Latest Possible Maturity Date.
The Depositor hereby designates the Classes of Class A
Certificates
(other than the Residual Certificate) and the Classes of Class B
Certificates as
classes of "regular interests" and the Class I-A-R Interest as the
single class
of "residual interest" in the Upper-Tier REMIC for the purposes of
Code Sections
860G(a)(1) and 860G(a)(2), respectively. The Depositor hereby
further designates
the Class I-A-M1 Interest, Class I-A-MUR Interest, Class II-A-M1
Interest, Class
I-B-M1 Interest, Class I-B-M2 Interest, Class I-B-M3 Interest,
Class I-B-M4
Interest, Class I-B-M5 Interest, Class I-B-M6 Interest, Class
II-B-M1 Interest,
Class II-B-M2 Interest, Class II-B-M3 Interest, Class II-B-M4
Interest, Class
II-B-M5 Interest and Class II-B-M6 Interest as classes of "regular
interests"
and the Class I-A-MR Interest as the single class of "residual
interest" in the
Middle-Tier REMIC for purposes of Code Sections 860G(a)(1) and
860G(a)(2),
respectively. The Depositor hereby further designates the Class I-L
Interest and
Class II-L Interest as classes of "regular interests" and the Class
I-A-LR
Interest as the single class of "residual interest" in the
Lower-Tier REMIC for
the purposes of Code Sections 860G(a)(1) and 860G(a)(2),
respectively. The
Closing Date is hereby designated as the "Startup Day" of each of
the Upper-Tier
REMIC, the Middle-Tier REMIC and the Lower-Tier REMIC within the
meaning of Code
Section 860G(a)(9). The "latest possible maturity date" of the
regular interests
in the Upper-Tier REMIC, the Middle-Tier REMIC and the Lower-Tier
REMIC is
November 25, 2036 for purposes of Code Section 860G(a)(1).
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account.
(a) The Master Servicer shall establish and maintain a
Certificate
Account for the deposit of funds received by the Master Servicer
with respect to
the Mortgage Loans serviced by each Servicer pursuant to each of
the Servicing
Agreements. Such account shall be maintained as an Eligible
Account. The Master
Servicer shall give notice to each Servicer and the Depositor of
the location of
the Certificate Account and of any change in the location
thereof.
(b) The Master Servicer shall deposit into the Certificate
Account
on the day of receipt thereof all amounts received by it from any
Servicer
pursuant to any of the Servicing Agreements and amounts received
from draws on
any Letters of Credit and shall, in addition, deposit into the
Certificate
Account the following amounts, in the case of amounts specified in
clauses (i)
and (iii), not later than the Business Day preceding the
Distribution Date on
which such amounts are required to be distributed to
Certificateholders and, in
the case of the amounts specified in clause (ii), not later than
the Business
Day next following the day of receipt and posting by the Master
Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the
Master
Servicer
or the Trustee, if any, and any amounts deemed received by the
Master
Servicer pursuant to Section 3.01(d);
(ii) in the case of any Mortgage Loan that is repurchased by
the
Depositor
pursuant to Section 2.02, 2.03, 3.08 or 9.01 or that is
auctioned
by the Master Servicer pursuant to Section 3.08, the purchase
price
therefor or, where applicable, any Substitution Principal Amount
and
any
amounts received in respect of the interest portion of
unreimbursed
Periodic
Advances; and
(iii) any Compensating Interest for such Distribution Date.
(c) The Master Servicer may cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible
Investments
will be sold or disposed of at a gain prior to maturity unless the
Master
Servicer has received an Opinion of Counsel or other evidence
satisfactory to it
that such sale or disposition will not cause the Trust Estate to be
subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to
tax, or cause
either of the Upper-Tier REMIC, the Middle-Tier REMIC or the
Lower-Tier REMIC to
fail to qualify as a REMIC while any Certificates are outstanding.
Any amounts
deposited in the Certificate Account prior to the Distribution Date
may be
invested for the account of the Master Servicer and any investment
income
thereon shall be additional compensation to the Master Servicer for
services
rendered under this Agreement. The amount of any losses incurred in
respect of
any such investments shall be deposited in the Certificate Account
by the Master
Servicer out of its own funds immediately as realized, without any
right of
reimbursement therefor from the Trust Estate.
(d) For purposes of this Agreement, the Master Servicer will be
deemed to have received from a Servicer on the applicable
Remittance Date for
such funds all amounts deposited by such Servicer into the
Custodial P&I Account
maintained in accordance with the applicable Servicing Agreement,
if such
Custodial P&I Account is not an Eligible Account as defined in
this Agreement,
to the extent such amounts are not actually received by the Master
Servicer on
such Remittance Date as a result of the bankruptcy, insolvency,
receivership or
other financial distress of the depository institution in which
such Custodial
P&I Account is being held. To the extent that amounts so deemed
to have been
received by the Master Servicer are subsequently remitted to the
Master
Servicer, the Master Servicer shall be entitled to retain such
amounts.
Section 3.02 Permitted Withdrawals from the Certificate
Account.
(a) The Master Servicer may, from time to time, make
withdrawals
from the Certificate Account for the following purposes (limited,
in the case of
Servicer reimbursements, to cases where funds in the respective
Custodial P&I
Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trustee or any
Servicer
for
Periodic Advances made by the Master Servicer or the Trustee
pursuant
to Section
3.03(a) or any Servicer pursuant to any Servicing Agreement
with
respect to previous Distribution Dates, such right to
reimbursement
pursuant
to this subclause (i) being limited to amounts received on or
in
respect of
particular Mortgage Loans (including, for this purpose,
Liquidation Proceeds, REO Proceeds and proceeds from the purchase,
sale,
repurchase
or substitution of Mortgage Loans pursuant to Section 2.02,
2.03, 3.08
or 9.01) respecting which any such Periodic Advance was made;
(ii) to reimburse from funds relating to the applicable Loan
Group
any
Servicer, the Master Servicer or the Trustee for any Periodic
Advances
determined
in good faith to have become Nonrecoverable Advances;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts
expended by
the Master
Servicer or any Servicer pursuant hereto or to any Servicing
Agreement,
respectively, in good faith in connection with the restoration
of damaged
property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery
(including Net REO Proceeds) with respect to a particular
Mortgage
Loan, to pay the Master Servicing Fee with respect to such
Mortgage
Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the
Trustee
(or, in
certain cases, the Depositor) for expenses incurred by it
(including
taxes paid on behalf of the Trust Estate) and recoverable by or
reimbursable to it pursuant to Section 3.03(c), Section 6.03, the
second
or third
paragraphs of Section 8.06 or the third sentence of Section
8.13(a) or
pursuant to such Servicer's Servicing Agreement, provided such
expenses
are "unanticipated" within the meaning of the REMIC Provisions;
(vi) to pay to the Depositor or other purchaser with respect to
each
Mortgage
Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 2.02, 2.03, 3.08 or
9.01 or
auctioned
pursuant to Section 3.08, all amounts received thereon and not
required
to be distributed as of the date on which the related
repurchase
or
purchase price or Scheduled Principal Balance was determined;
(vii) to remit funds to the Paying Agent in the amounts and in
the
manner
provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment
income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any unpaid
Master
Servicing
Fee or Servicing Fee (as adjusted pursuant to the related
Servicing
Agreement) and any unpaid assumption fees, late payment charges
or other
Mortgagor charges on the related Mortgage Loan;
(x) to pay to the Master Servicer as additional master
servicing
compensation any Liquidation Profits which a Servicer is not
entitled to
pursuant
to the applicable Servicing Agreement;
(xi) to withdraw from the Certificate Account any amount
deposited
in the
Certificate Account that was not required to be deposited
therein;
and
(xii) to clear and terminate the Certificate Account pursuant
to
Section
9.01.
(b) The Master Servicer shall keep and maintain separate
accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any
payment to and withdrawal from the Certificate Account. The Master
Servicer
shall notify the Depositor and the Trustee of the amount, purpose
and party paid
pursuant to Section 3.02(a)(v).
Section 3.03 Advances by Master Servicer and Trustee.
(a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as
required by
the related Other Servicing Agreement prior to the Business Day
preceding the
Distribution Date occurring in the month during which such Periodic
Advance is
due, the Master Servicer shall make Periodic Advances to the extent
provided
hereby. In the event Wells Fargo Bank in its capacity as Servicer
fails to make
any required Periodic Advances of principal and interest on a
Mortgage Loan as
required by the Wells Fargo Bank Servicing Agreement prior to the
Business Day
preceding the Distribution Date occurring in the month during which
such
Periodic Advance is due, the Trustee shall, to the extent required
by Section
8.14, make such Periodic Advance to the extent provided hereby,
provided that
the Trustee has previously received the certificate of the Master
Servicer
described in the following sentence. The Master Servicer shall
certify to the
Trustee with respect to any such Distribution Date (i) the amount
of Periodic
Advances required of Wells Fargo Bank in its capacity as Servicer
or such Other
Servicer, as the case may be, (ii) the amount actually advanced by
Wells Fargo
Bank in its capacity as Servicer or such Other Servicer, (iii) the
amount that
the Trustee or Master Servicer is required to advance hereunder and
(iv) whether
the Master Servicer has determined that it reasonably believes that
such
Periodic Advance is a Nonrecoverable Advance. Amounts advanced by
the Trustee or
Master Servicer shall be deposited in the Certificate Account on
the Business
Day preceding the related Distribution Date. Notwithstanding the
foregoing,
neither the Master Servicer nor the Trustee will be obligated to
make a Periodic
Advance that it reasonably believes to be a Nonrecoverable Advance.
The Trustee
may conclusively rely for any determination to be made by it
hereunder upon the
determination of the Master Servicer as set forth in its
certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a
Mortgage Loan
required pursuant to the related Other Servicing Agreement, the
Master Servicer
shall, if the Master Servicer has actual knowledge of such failure
of the
Servicer, advance such funds and take such steps as are necessary
to pay such
taxes or insurance premiums. To the extent Wells Fargo Bank in its
capacity as
Servicer fails to make an advance on account of the taxes or
insurance premiums
with respect to a Mortgage Loan required pursuant to the Wells
Fargo Bank
Servicing Agreement, the Master Servicer shall, if the Master
Servicer knows of
such failure of Wells Fargo Bank in its capacity as Servicer,
certify to the
Trustee that such failure has occurred. Upon receipt of such
certification, the
Trustee shall advance such funds and take such steps as are
necessary to pay
such taxes or insurance premiums.
(c) The Master Servicer and the Trustee shall each be entitled to
be
reimbursed from the Certificate Account for any Periodic Advance
made by it
under Section 3.03(a) to the extent described in Section 3.02(a)(i)
and (a)
(ii). The Master Servicer and the Trustee shall be entitled to be
reimbursed
pursuant to Section 3.02(a)(v) for any advance by it pursuant to
Section
3.03(b). The Master Servicer shall diligently pursue restoration of
such amount
to the Certificate Account from the related Servicer. The Master
Servicer shall,
to the extent it has not already done so, upon the request of the
Trustee,
withdraw from the Certificate Account and remit to the Trustee any
amounts to
which the Trustee is entitled as reimbursement pursuant to Section
3.02 (a)(i),
(ii) and (v).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trustee shall be required to pay or advance
any amount
which any Servicer was required, but failed, to deposit in the
Certificate
Account.
Section 3.04 Custodian to Cooperate; Release of Owner Mortgage
Loan
Files and Retained Mortgage Loan Files.
In connection with the deposit by a Servicer into the
Certificate
Account of the proceeds from a Liquidated Loan or of a Prepayment
in Full, the
Master Servicer or applicable Servicer shall confirm that all
amounts required
to be remitted to the Certificate Account in connection with such
Mortgage Loan
have been so deposited, and the Master Servicer or applicable
Servicer shall
deliver two copies of any related Request for Release to the
Custodian. The
Custodian shall, within five Business Days of its receipt of such a
Request for
Release, release the related Owner Mortgage Loan File (and Retained
Mortgage
Loan File, if applicable) to the Master Servicer or such Servicer,
as requested
by the Master Servicer or such Servicer. No expenses incurred in
connection with
any instrument of satisfaction or deed of reconveyance shall be
chargeable to
the Certificate Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to,
collection under
any insurance policies, or to effect a partial release of any
Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan
shall deliver
to the Master Servicer or Custodian two copies of a Request for
Release. Upon
the Master Servicer's receipt of any such Request for Release, the
Master
Servicer shall promptly forward such request in hard copy or in
electronic
format acceptable to the Custodian. The Custodian shall, within
five Business
Days, release the related Owner Mortgage Loan File (and Retained
Mortgage Loan
File, if applicable) to the Master Servicer or such Servicer. Any
such Request
for Release shall obligate the Master Servicer or such Servicer, as
the case may
be, to return the Owner Mortgage Loan File (and Retained Mortgage
Loan File, if
applicable) to the Custodian by the sixtieth day following the
release thereof,
unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the
Certificate Account or
(ii) the Owner Mortgage Loan File (and Retained Mortgage Loan File,
if
applicable) or such document has been delivered to an attorney, or
to a public
trustee or other public official as required by law, for purposes
of initiating
or pursuing legal action or other proceedings for the foreclosure
of the
Mortgaged Property either judicially or non-judicially. Upon
receipt of two
copies of a Request for Release stating that such Mortgage Loan was
liquidated
and that all amounts received or to be received in connection with
such
liquidation which are required to be deposited into the Certificate
Account have
been so deposited, or that such Mortgage Loan has become an REO
Mortgage Loan,
the Custodian shall amend its records.
Upon the occurrence of the event specified in clause (ii) of
the
preceding paragraph, the Trustee shall execute and deliver to the
Master
Servicer or such Servicer, as directed by the Master Servicer,
court pleadings,
requests for trustee's sale or other documents necessary to the
foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal
action brought
to obtain judgment against any Mortgagor on the Mortgage Note or
Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or
rights
provided by the Mortgage Note or Mortgage or otherwise available at
law or in
equity. Each such certification shall include a request that such
pleadings or
documents be executed by the Trustee and a statement as to the
reason such
documents or pleadings are required and that the execution and
delivery thereof
by the Trustee will not invalidate or otherwise affect the lien of
the Mortgage,
except for the termination of such a lien upon completion of the
foreclosure
proceeding or trustee's sale.
Section 3.05 Annual Compliance Statements.
The Master Servicer shall deliver in electronic form, or
otherwise
make available to the Depositor and the Trustee, and the Master
Servicer shall
cause each Additional Master Servicer engaged by it and each
Servicer to
deliver, in electronic form, or otherwise make available, to the
Master
Servicer, the Trustee and each Rating Agency on or before March 5
of each year
or if such day is not a Business Day, the next Business Day (with a
10 calendar
day cure period, but in no event later than March 15), commencing
in March 2007,
a copy of a certificate (followed by a hard copy to the party or
parties
receiving such certificate within 10 calendar days) in the form
required by Item
1123 of Regulation AB, to the effect that (i) an authorized officer
of the
Master Servicer, the Additional Master Servicer or the Servicer, as
the case may
be, has reviewed (or a review has been made under his or her
supervision of)
such party's activities under this Agreement or the applicable
Servicing
Agreement, in the case of a Servicer, or such other applicable
agreement in the
case of an Additional Master Servicer, during the prior calendar
year or portion
thereof and (ii) to the best of such officer's knowledge, based on
such review,
such party has fulfilled all of its obligations under this
Agreement or the
applicable Servicing Agreement, in the case of a Servicer, or such
other
applicable agreement in the case of an Additional Master Servicer,
in all
material respects throughout the prior calendar year or portion
thereof or, if
there has been a failure to fulfill any such obligation in any
material respect,
specifying each such failure known to such officer and the nature
and status
thereof. If any of the certificates delivered pursuant to this
Section 3.05
disclose that there has been a failure to fulfill any obligation in
any material
respect then the Master Servicer shall promptly notify the
Depositor and forward
a copy of such certificate to the Depositor, and the Depositor
shall review such
certificate and, if applicable, consult with the Master Servicer as
to the
nature of any failure to fulfill any obligation under this
Agreement or the
applicable Servicing Agreement, in the case of a Servicer, or such
other
applicable agreement in the case of an Additional Master Servicer,
in any
material respect.
Section 3.06 Title, Management and Disposition of Any REO
Mortgage
Loan.
The Master Servicer shall enforce the obligations of the
applicable
Servicer to administer each REO Mortgage Loan at all times so that
each REO
Mortgage Loan qualifies as "foreclosure property" under the REMIC
Provisions and
that it does not earn any "net income from foreclosure property"
which is
subject to tax under the REMIC Provisions. In the event that a
Servicer is
unable to dispose of any REO Mortgage Loan within the period
mandated by each of
the Servicing Agreements, the Master Servicer shall monitor such
Servicer to
verify that such REO Mortgage Loan is auctioned to the highest
bidder within the
period so specified. In the event of any such sale of a REO
Mortgage Loan, the
Custodian shall, at the written request of the Master Servicer and
upon being
supported with appropriate forms therefor, within five Business
Days of the
deposit by the Master Servicer of the proceeds of such sale or
auction into the
Certificate Account, release or cause to be released to the entity
identified by
the Master Servicer the related Owner Mortgage Loan File, Retained
Mortgage Loan
File, if applicable, and Servicer Mortgage Loan File and shall
execute and
deliver such instruments of transfer or assignment, in each case
without
recourse, as shall be necess
