EXHIBIT 4.1
--------------------------------------------------------------------------------
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 27, 2006
$325,987,479.60
Mortgage Pass-Through Certificates
Series 2006-17
--------------------------------------------------------------------------------
<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................................
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 11.03 Original Class A
Percentage.......................................
Section 11.04 Original Principal Balances of the Classes of Class
A
Certificates.....................................................
Section 11.05
Reserved..........................................................
Section 11.06 Original Aggregate Non-PO Principal
Balance.......................
Section 11.07 Original Class B Principal
Balance................................
Section 11.08 Original Principal Balances of the Classes of Class
B
Certificates.....................................................
Section 11.09 Original Class B-1 Fractional
Interest............................
Section 11.10 Original Class B-2 Fractional
Interest............................
Section 11.11 Original Class B-3 Fractional
Interest............................
Section 11.12 Original Class B-4 Fractional
Interest............................
Section 11.13 Original Class B-5 Fractional
Interest............................
Section 11.14 Original Class B-1
Percentage.....................................
Section 11.15 Original Class B-2
Percentage.....................................
Section 11.16 Original Class B-3
Percentage.....................................
Section 11.17 Original Class B-4
Percentage.....................................
Section 11.18 Original Class B-5
Percentage.....................................
Section 11.19 Original Class B-6
Percentage.....................................
Section 11.20 Closing
Date......................................................
Section 11.21 Right to
Purchase.................................................
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-1
-
Form of Face of Class A-1 Certificate
EXHIBIT A-2
-
Form of Face of Class A-2 Certificate
EXHIBIT A-3
-
Form of Face of Class A-3 Certificate
EXHIBIT A-4
-
Form of Face of Class A-4 Certificate
EXHIBIT A-PO
-
Form of Face of Class A-PO Certificate
EXHIBIT A-R
-
Form of Face of Class A-R Certificate
EXHIBIT B-1
-
Form of Face of Class B-1 Certificate
EXHIBIT B-2
-
Form of Face of Class B-2 Certificate
EXHIBIT B-3
-
Form of Face of Class B-3 Certificate
EXHIBIT B-4
-
Form of Face of Class B-4 Certificate
EXHIBIT B-5
-
Form of Face of Class B-5 Certificate
EXHIBIT B-6
-
Form of Face of Class B-6 Certificate
EXHIBIT C
-
Form of Reverse of Series 2006-17 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 [B-4] [B-5] [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
-
Reserved
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
EXHIBIT V
-
Additional Disclosure Notification
<PAGE>
This Pooling and Servicing Agreement, dated as of October 27,
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 Pool Amount: With respect to any Distribution Date,
the
Cut-Off Date Aggregate Principal Balance of the Mortgage Loans
minus the sum of
(i) all amounts in respect of principal received in respect of the
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 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 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.
Adjusted Pool Amount (Non-PO Portion): With respect to any
Distribution
Date, the difference between the Adjusted Pool Amount and the
Adjusted Pool
Amount (PO Portion).
Adjusted Pool Amount (PO Portion): With respect to any
Distribution
Date, the sum of the amounts, calculated as follows, with respect
to all
Outstanding Mortgage Loans: the product of (i) the PO Fraction for
each such
Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date
Principal Balance
of such Mortgage Loan minus (B) the sum of (x) all amounts in
respect of
principal received in respect of such Mortgage Loan (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, (y) the principal portion of any Liquidated Loan Losses
incurred on such
Mortgage Loans for which 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
(z) the principal portion of all Bankruptcy Losses (other than Debt
Service
Reductions) incurred on the 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.
Adjusted Principal Balance: As to any Distribution Date and any
Class
of Class B Certificates, the greater of (A) zero and (B) (i) the
Principal
Balance of such Class with respect to such Distribution Date minus
(ii) the
Adjustment Amount for such Distribution Date less the Principal
Balances for any
Classes of Class B Certificates with higher numerical
designations.
Adjustment Amount: For any Distribution Date, the difference
between
(A) the sum of the Class A Non-PO Principal Balance and the Class B
Principal
Balance as of the related Determination Date and (B) the sum of (i)
the sum of
the Class A Non-PO Principal Balance and the Class B Principal
Balance as of the
Determination Date succeeding such Distribution Date and (ii) the
aggregate
amount that would have been distributed to all Classes (other than
the Class
A-PO Certificates) as principal in accordance with Section 4.01(a)
for such
Distribution Date without regard to the provisos in the definitions
of Class B-1
Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class
B-3 Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5
Optimal
Principal Amount and Class B-6 Optimal Principal Amount.
Aggregate Class A Unpaid Interest Shortfall: As to any
Distribution
Date, an amount equal to the sum of the Class A Unpaid Interest
Shortfalls for
all the Classes of Class A Certificates.
Aggregate Non-PO Principal Balance: As of any Determination Date,
the
sum of the Class A Non-PO 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: With respect to any
Distribution Date, the sum of (a) the Master Servicing Fee for such
Distribution
Date, (b) interest earned through the business day preceding the
applicable
Distribution Date on any Prepayments in Full remitted to the Master
Servicer and
(c) the aggregate amount of Month End Interest 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 A-1 Certificates,
Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates,
Class A-PO
Certificates, Class B-1 Certificates, Class B-2 Certificates and
Class 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 A Certificate: Any of the Class A-1 Certificates, Class
A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class
A-PO
Certificates and Class A-R Certificate.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Distribution Amount: As to any Distribution Date and any
Class
of Class A Certificates (other than the Class A-PO Certificates),
the amount
distributable to such Class of Class A Certificates pursuant to
Paragraphs
first, second and third clause (1) of Section 4.01(a). As to any
Distribution
Date and the Class A-PO Certificates, the amount distributable to
the Class A-PO
Certificates pursuant to Paragraphs third clause (2) and fourth of
Section
4.01(a) on such Distribution Date.
Class A Interest Accrual Amount: As to any Distribution Date, the
sum
of the Interest Accrual Amounts for the Class A Certificates with
respect to
such Distribution Date.
Class A Interest Percentage: As to any Distribution Date and any
Class
of Class A Certificates, the percentage calculated by dividing the
Interest
Accrual Amount of such Class (determined without regard to clause
(ii) of the
definition thereof) by the Class A Interest Accrual Amount
(determined without
regard to clause (ii) of the definition of each Interest Accrual
Amount).
Class A Interest Shortfall Amount: As to any Distribution Date and
any
Class of Class 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 of Section 4.01(a).
Class A Interest Shortfall Percentage: As to any Distribution Date
and
any Class of Class A Certificates, the percentage calculated by
dividing the
Class A Unpaid Interest Shortfall for such Class by the Aggregate
Class A Unpaid
Interest Shortfall, in each case determined as of the day preceding
the
applicable Distribution Date.
Class A Loss Denominator: As to any Determination Date, an amount
equal
to the Class A Non-PO Principal Balance.
Class A Loss Percentage: As to any Determination Date and any Class
of
Class A Certificates (other than the Class A-PO Certificates), the
percentage
calculated by dividing the Principal Balance of such Class by the
Class A Loss
Denominator (determined without regard to any such Principal
Balance of any
Class of Class A Certificates not then outstanding), in each case
determined as
of the preceding Determination Date.
Class A Non-PO Certificate: Any of the Class A-1 Certificates,
Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates
and Class A-R
Certificate.
Class A Non-PO Optimal Amount: As to any Distribution Date, the sum
for
such Distribution Date of (i) the Class A Interest Accrual Amount,
(ii) the
Aggregate Class A Unpaid Interest Shortfall and (iii) the Class A
Non-PO Optimal
Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum, as to each Mortgage Loan
that is an
Outstanding Mortgage Loan, of the product of (x) the Non-PO
Fraction with
respect to such Mortgage Loan, and (y) the sum of:
(i) the Class 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 Class 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 Class 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 Class A Percentage of the Substitution Principal
Amount with respect to each Mortgage Loan for which a Mortgage Loan
was
substituted during the one month period ending on the day preceding
the
Determination Date for such Distribution Date, less the amount
allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such Mortgage Loan for which
a
Mortgage Loan was substituted; and
(II) the
Class A Prepayment Percentage of the Non-PO Recovery for such
Distribution Date.
Class A Non-PO Principal Balance: As of any date, an amount equal
to
the Class A Principal Balance less the Principal Balance of the
Class A-PO
Certificates.
Class A Non-PO Principal Distribution Amount: As to any
Distribution
Date, the aggregate amount distributed in respect of the Classes of
A
Certificates pursuant to Paragraph third clause (1) of Section
4.01(a).
Class A Pass-Through Rate: As to the Class A-1, Class A-2, Class
A-3,
Class A-4 and Class A-R Certificates, 5.500% per annum. The Class
A-PO
Certificates are not entitled to interest and have no Class A
Pass-Through Rate.
Class A Percentage: As to any Distribution Date occurring on or
prior
to the Subordination Depletion Date, the lesser of (i) 100% and
(ii) the
percentage obtained by dividing the Class A Non-PO Principal
Balance (determined
as of the Determination Date preceding such Distribution Date) by
the Pool
Balance (Non-PO Portion). As to any Distribution Date occurring
subsequent to
the Subordination Depletion Date, 100% or such lesser percentage
which will
cause the Class A Non-PO Principal Balance to decline to zero
following the
distribution made on such Distribution Date.
Class A Prepayment Percentage: As to any Distribution Date to
and
including the Distribution Date in October 2011, 100%. As to any
Distribution
Date subsequent to October 2011 to and including the Distribution
Date in
October 2012, the Class A Percentage as of such Distribution Date
plus 70% of
the Subordinated Percentage as of such Distribution Date. As to any
Distribution
Date subsequent to October 2012 to and including the Distribution
Date in
October 2013, the Class A Percentage as of such Distribution Date
plus 60% of
the Subordinated Percentage as of such Distribution Date. As to any
Distribution
Date subsequent to October 2013 to and including the Distribution
Date in
October 2014, the Class A Percentage as of such Distribution Date
plus 40% of
the 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 Class A Percentage as of such Distribution Date
plus 20% of
the Subordinated Percentage as of such Distribution Date. As to any
Distribution
Date subsequent to October 2015, the Class A Percentage as of such
Distribution
Date. The foregoing is subject to the following: (i) if the
aggregate
distribution to Holders of Class A Certificates on any Distribution
Date of the
Class A Prepayment Percentage provided above of Unscheduled
Principal Receipts
distributable on such Distribution Date would reduce the Class A
Non-PO
Principal Balance below zero, the Class A Prepayment Percentage for
such
Distribution Date shall be the percentage necessary to bring the
Class A Non-PO
Principal Balance to zero and thereafter the Class A Prepayment
Percentage shall
be zero and (ii) if the Class A Percentage as of any Distribution
Date is
greater than the Original Class A Percentage, the Class A
Prepayment Percentage
for such Distribution Date shall be 100%. Notwithstanding the
foregoing, with
respect to any Distribution Date on which the following criteria
are not met,
the reduction of the Class A Prepayment Percentage described in the
second
through sixth sentences of this definition of Class A Prepayment
Percentage
shall not be applicable with respect to such Distribution Date. In
such event,
the Class 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 above, which was actually used to determine the
Class 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 Class A Prepayment Percentage for the
current
Distribution Date, the current Class A Percentage and Subordinated
Percentage
shall be utilized).
No reduction in the Class A Prepayment Percentage referred to in
the
second through sixth sentences hereof shall be applicable, with
respect to any
Distribution Date if (a) the average outstanding principal balance
on such
Distribution Date and for the preceding five Distribution Dates on
the Mortgage
Loans that were delinquent 60 days or more (including for this
purpose any
payments due with respect to Mortgage Loans in foreclosure and REO
Mortgage
Loans) were greater than or equal to 50% of the Class B Principal
Balance or (b)
cumulative Realized Losses on the Mortgage Loans exceed (1) 30% of
the Original
Class B Principal Balance if such Distribution Date occurs between
and including
November 2011 and October 2012, (2) 35% of the Original Class B
Principal
Balance if such Distribution Date occurs between and including
November 2012 and
October 2013, (3) 40% of the Original Class B Principal Balance if
such
Distribution Date occurs between and including November 2013 and
October 2014,
(4) 45% of the Original Class B Principal Balance if such
Distribution Date
occurs between and including November 2014 and October 2015, and
(5) 50% of the
Original Class B Principal Balance if such Distribution Date occurs
during or
after November 2015. With respect to any Distribution Date on which
the Class A
Prepayment Percentage is reduced below the Class 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 the preceding sentence are
met.
Class A Principal Balance: As of any date, an amount equal to the
sum
of the Principal Balances for the Class A-1 Certificates, Class
A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class
A-PO
Certificates and Class A-R Certificate.
Class A Unpaid Interest Shortfall: As to any Distribution Date and
any
Class of Class A Certificates, the amount, if any, by which the
aggregate of the
Class A Interest Shortfall Amounts for such Class for prior
Distribution Dates
is in excess of the amounts distributed in respect of such Class on
prior
Distribution Dates pursuant to Paragraph second of Section
4.01(a).
Class 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-1 and Exhibit C hereto.
Class A-1 Certificateholder: The registered holder of a Class
A-1
Certificate.
Class 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-2 and Exhibit C hereto.
Class A-2 Certificateholder: The registered holder of a Class
A-2
Certificate.
Class A-3 Certificate: Any one of the Certificates executed by
the
Paying Agent and countersigned by the Authenticating Agent in
substantially the
form set forth in Exhibit A-3 and Exhibit C hereto.
Class A-3 Certificateholder: The registered holder of a Class
A-3
Certificate.
Class A-4 Certificate: Any one of the Certificates executed by
the
Paying Agent and countersigned by the Authenticating Agent in
substantially the
form set forth in Exhibit A-4 and Exhibit C hereto.
Class A-4 Certificateholder: The registered holder of a Class
A-4
Certificate.
Class A-PO 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-PO and Exhibit C hereto.
Class A-PO Certificateholder: The registered holder of a Class
A-PO
Certificate.
Class A-PO Deferred Amount: For any Distribution Date prior to
the
Subordination Depletion Date, the difference between (A) the sum of
(x) the
amount by which the sum of the Class A-PO Optimal Principal Amounts
for all
prior Distribution Dates exceeded the amounts distributed on the
Class A-PO
Certificates on such prior Distribution Dates pursuant to Paragraph
third clause
(2) of Section 4.01(a) and (y) the sum of the product for each
Discount Mortgage
Loan which became a Liquidated Loan at any time on or prior to the
last day of
the Applicable Unscheduled Principal Receipt Period for Full
Unscheduled
Principal Receipts for the current Distribution Date of (a) the PO
Fraction for
such Discount Mortgage Loan and (b) an amount equal to the
principal portion of
Realized Losses (other than Bankruptcy Losses due to Debt Service
Reductions)
incurred with respect to such Discount Mortgage Loan and (B) the
sum of (x) the
sum of the Class A-PO Recoveries for such Distribution Date and
prior
Distribution Dates and (y) amounts distributed on the Class A-PO
Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section
4.01(a). On and
after the Subordination Depletion Date, the Class A-PO Deferred
Amount will be
zero. No interest will accrue on any Class A-PO Deferred
Amount.
Class A-PO Optimal Principal Amount: As to any Distribution Date,
an
amount equal to the sum of (I) the sum, as to each Mortgage Loan
that is an
Outstanding Mortgage Loan, of the product of (x) the PO Fraction
with respect to
such Mortgage Loan and (y) the sum of:
(i) 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) 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 Scheduled Principal Balance of each 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 Substitution Principal Amount with respect to each
Mortgage
Loan for
which a Mortgage Loan was substituted during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, less
the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable
Servicer,
the Master
Servicer or the Trustee in respect of such Mortgage Loan for
which a
Mortgage Loan was substituted; and
(II) the
Class A-PO Recovery for such Distribution Date.
Class A-PO Recovery: As to any Distribution Date prior to the
Subordination Depletion Date, the lesser of (a) the Class A-PO
Deferred Amount
for such Distribution Date (calculated without regard to the Class
A-PO Recovery
for such Distribution Date) and (b) an amount equal to the sum as
to each
Mortgage Loan as to which there has been a Recovery during the
Applicable
Unscheduled Principal Receipt Period, of the product of (x) the PO
Fraction with
respect to such Mortgage Loan and (y) the amount of the Recovery
with respect to
such Mortgage Loan. As to any Distribution Date on or after the
Subordination
Depletion Date, the amount determined in accordance with clause (b)
above.
Class 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-R and Exhibit C hereto.
Class A-R Certificateholder: The registered holder of the Class
A-R
Certificate.
Class B Certificate: Any of the Class B-1 Certificates, Class
B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates, Class
B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2,
Class
B-3, Class B-4, Class B-5 and Class B-6 Distribution Amounts.
Class B Interest Accrual Amount: With respect to any Distribution
Date,
the sum of the Interest Accrual Amounts for the Classes of Class B
Certificates
with respect to such Distribution Date.
Class B Interest Percentage: With respect to any Distribution Date
and
any Class of Class B Certificates, the percentage calculated by
dividing the
Interest Accrual Amount of such Class (determined without regard to
clause (ii)
of the definition thereof) by the Class B Interest Accrual Amount
(determined
without regard to clause (ii) of the definition of each Interest
Accrual
Amount).
Class B Interest Shortfall Amount: Any of the Class B-1
Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3
Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5
Interest
Shortfall Amount or Class B-6 Interest Shortfall Amount.
Class B Loss Percentage: With respect to any Determination Date and
any
Class of Class B Certificates then outstanding, the percentage
calculated by
dividing the Principal Balance of such Class B Certificates by the
Class B
Principal Balance (determined without regard to any Principal
Balance of any
Class of Class B Certificates not then outstanding), in each case
determined as
of the preceding Determination Date.
Class B Optimal Principal Amount: Any of the Class B-1, Class
B-2,
Class B-3, Class B-4, Class B-5 or Class B-6 Optimal Principal
Amounts.
Class B Pass-Through Rate: As to any Distribution Date, a per
annum
rate equal to 5.500%.
Class B Percentage: Any one of the Class B-1 Percentage, Class
B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5
Percentage or
Class B-6 Percentage.
Class B Prepayment Percentage: Any of the Class B-1 Prepayment
Percentage, Class B-2 Prepayment Percentage, Class B-3 Prepayment
Percentage,
Class B-4 Prepayment Percentage, Class B-5 Prepayment Percentage or
Class B-6
Prepayment Percentage.
Class B Principal Balance: As of any date, an amount equal to the
sum
of the Class B-1 Principal Balance, Class B-2 Principal Balance,
Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal
Balance and
Class B-6 Principal Balance.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest
Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest
Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid
Interest
Shortfall or Class B-6 Unpaid Interest Shortfall.
Class 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-1 and Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class
B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any
amount
distributable to the Holders of the Class B-1 Certificates pursuant
to
Paragraphs fifth, sixth and seventh of Section 4.01(a).
Class B-1 Interest Shortfall Amount: As to any Distribution Date,
any
amount by which the Interest Accrual Amount of the Class B-1
Certificates with
respect to such Distribution Date exceeds the amount distributed in
respect of
the Class B-1 Certificates on such Distribution Date pursuant to
Paragraph fifth
of Section 4.01(a).
Class B-1 Optimal Principal Amount: As to any Distribution Date,
an
amount equal to the sum of (I) the sum, as to each Outstanding
Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such
Mortgage Loan and
(y) the sum of:
(i) the Class 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 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 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 B-1 Percentage of the Substitution Principal Amount
with
respect to
each Mortgage Loan for which a Mortgage Loan was substituted
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date, less the amount allocable to the
principal
portion of any unreimbursed Periodic Advances previously made
by
the
applicable Servicer, the Master Servicer or the Trustee in respect
of
such
Mortgage Loan for which a Mortgage Loan was substituted; and
(II) the
Class B-1 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class B-1 Optimal
Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount
calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying the Subordinated Percentage by either (i)
if any Class
B Certificates (other than the Class B-1 Certificates) are eligible
to receive
principal distributions for such Distribution Date in accordance
with Section
4.01(d), a fraction, the numerator of which is the Class B-1
Principal Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the sum of the Principal Balances of
the Classes of
Class B Certificates eligible to receive principal distributions
for such
Distribution Date in accordance with the provisions of Section
4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the
Class B
Certificates (other than the Class B-1 Certificates) are not
eligible to receive
distributions of principal in accordance with Section 4.01(d)(i),
one.
Class B-1 Prepayment Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the Subordinated Prepayment
Percentage by
either (i) if any Class B Certificates (other than the Class B-1
Certificates)
are eligible to receive principal distributions for such
Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which
is the Class
B-1 Principal Balance (determined as of the Determination Date
preceding such
Distribution Date) and the denominator of which is the sum of the
Principal
Balances of the Classes of Class B Certificates eligible to receive
principal
distributions for such Distribution Date in accordance with the
provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii),
in the event
that the Class B Certificates (other than the Class B-1
Certificates) are not
eligible to receive distributions of principal in accordance with
Section
4.01(d)(i), one.
Class B-1 Principal Balance: As to the first Determination Date,
the
Original Class B-1 Principal Balance. As of any subsequent
Determination Date,
the Original Class B-1 Principal Balance less the sum of all
amounts previously
distributed in respect of the Class B-1 Certificates on prior
Distribution Dates
(A) pursuant to Paragraph seventh of Section 4.01(a) (including any
principal
otherwise payable to the Class B-1 Certificates used to pay any
Class A-PO
Deferred Amounts) and (B) as a result of a Principal Adjustment;
provided,
however, if the Class B-1 Certificates are the most subordinate
Certificates
outstanding, the Class B-1 Principal Balance will equal the
difference, if any,
between the Adjusted Pool Amount (Non-PO Portion) as of the
preceding
Distribution Date less the Class A Non-PO Principal Balance as of
such
Determination Date..
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date,
the
amount, if any, by which the aggregate of the Class B-1 Interest
Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class B-1 Certificates on prior Distribution Dates
pursuant to
Paragraph sixth of Section 4.01(a).
Class 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-2 and Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class
B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any
amount
distributable to the Holders of the Class B-2 Certificates pursuant
to
Paragraphs eighth, ninth and tenth of Section 4.01(a).
Class B-2 Interest Shortfall Amount: As to any Distribution Date,
any
amount by which the Interest Accrual Amount of the Class B-2
Certificates with
respect to such Distribution Date exceeds the amount distributed in
respect of
the Class B-2 Certificates on such Distribution Date pursuant to
Paragraph
eighth of Section 4.01(a).
Class B-2 Optimal Principal Amount: As to any Distribution Date,
an
amount equal to the sum of (I) the sum, as to each Outstanding
Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such
Mortgage Loan and
(y) the sum of:
(i) the Class 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 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 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 B-2 Percentage of the Substitution Principal Amount
with
respect to
each Mortgage Loan for which a Mortgage Loan was substituted
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date, less the amount allocable to the
principal
portion of any unreimbursed Periodic Advances previously made
by
the
applicable Servicer, the Master Servicer or the Trustee in respect
of
such
Mortgage Loan for which a Mortgage Loan was substituted; and
(II) the
Class B-2 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class B-2 Optimal
Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount
calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as set
forth
in the next sentence, the percentage calculated by multiplying (i)
the
Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class
B-2 Principal Balance (determined as of the Determination Date
preceding such
Distribution Date) and the denominator of which is the sum of the
Principal
Balances of the Classes of Class B Certificates eligible to receive
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 B-2 Certificates are not eligible to receive
distributions of
principal in accordance with Section 4.01(d)(i), the Class B-2
Percentage for
such Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date,
except as
set forth in the next sentence, the percentage calculated by
multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of which is
the Class B-2 Principal Balance (determined as of the Determination
Date
preceding such Distribution Date) and the denominator of which is
the sum of the
Principal Balances of the Classes of Class B Certificates eligible
to receive
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 B-2 Certificates are not eligible to
receive
distributions of principal in accordance with Section 4.01(d)(i),
the Class B-2
Prepayment Percentage for such Distribution Date will be zero.
Class B-2 Principal Balance: As to the first Determination Date,
the
Original Class B-2 Principal Balance. As of any subsequent
Determination Date,
the Original Class B-2 Principal Balance less the sum of all
amounts previously
distributed in respect of the Class B-2 Certificates on prior
Distribution Dates
(A) pursuant to Paragraph tenth of Section 4.01(a) (including any
principal
otherwise payable to the Class B-2 Certificates used to pay any
Class A-PO
Deferred Amounts) and (B) as a result of a Principal Adjustment;
provided,
however, if the Class B-2 Certificates are the most subordinate
Certificates
outstanding, the Class B-2 Principal Balance will equal the
difference, if any,
between the Adjusted Pool Amount (Non-PO Portion) as of the
preceding
Distribution Date less the sum of the Class A Non-PO Principal
Balance and the
Class B-1 Principal Balance as of such Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date,
the
amount, if any, by which the aggregate of the Class B-2 Interest
Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class B-2 Certificates on prior Distribution Dates
pursuant to
Paragraph ninth of Section 4.01(a).
Class 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-3 and Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class
B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any
amount
distributable to the Holders of the Class B-3 Certificates pursuant
to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).
Class B-3 Interest Shortfall Amount: As to any Distribution Date,
any
amount by which the Interest Accrual Amount of the Class B-3
Certificates with
respect to such Distribution Date exceeds the amount distributed in
respect of
the Class B-3 Certificates on such Distribution Date pursuant to
Paragraph
eleventh of Section 4.01(a).
Class B-3 Optimal Principal Amount: As to any Distribution Date,
an
amount equal to the sum of (I) the sum, as to each Outstanding
Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such
Mortgage Loan and
(y) the sum of:
(i) the Class 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 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 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 B-3 Percentage of the Substitution Principal Amount
with
respect to
each Mortgage Loan for which a Mortgage Loan was substituted
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date, less the amount allocable to the
principal
portion of any unreimbursed Periodic Advances previously made
by
the
applicable Servicer, the Master Servicer or the Trustee in respect
of
such
Mortgage Loan for which a Mortgage Loan was substituted; and
(II) the
Class B-3 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class B-3 Optimal
Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount
calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as set
forth
in the next sentence, the percentage calculated by multiplying (i)
the
Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class
B-3 Principal Balance (determined as of the Determination Date
preceding such
Distribution Date) and the denominator of which is the sum of the
Principal
Balances of the Classes of Class B Certificates eligible to receive
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 B-3 Certificates are not eligible to receive
distributions of
principal in accordance with Section 4.01(d)(i), the Class B-3
Percentage for
such Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date,
except as
set forth in the next sentence, the percentage calculated by
multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of which is
the Class B-3 Principal Balance (determined as of the Determination
Date
preceding such Distribution Date) and the denominator of which is
the sum of the
Principal Balances of the Classes of Class B Certificates eligible
to receive
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 B-3 Certificates are not eligible to
receive
distributions of principal in accordance with Section 4.01(d)(i),
the Class B-3
Prepayment Percentage for such Distribution Date will be zero.
Class B-3 Principal Balance: As to the first Determination Date,
the
Original Class B-3 Principal Balance. As of any subsequent
Determination Date,
the Original Class B-3 Principal Balance less the sum of all
amounts previously
distributed in respect of the Class B-3 Certificates on prior
Distribution Dates
(A) pursuant to Paragraph thirteenth of Section 4.01(a) (including
any principal
otherwise payable to the Class B-3 Certificates used to pay any
Class A-PO
Deferred Amounts) and (B) as a result of a Principal Adjustment;
provided,
however, if the Class B-3 Certificates are the most subordinate
Certificates
outstanding, the Class B-3 Principal Balance will equal the
difference, if any,
between the Adjusted Pool Amount (Non-PO Portion) as of the
preceding
Distribution Date less the sum of the Class A Non-PO Principal
Balance, the
Class B-1 Principal Balance and the Class B-2 Principal Balance as
of such
Determination Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date,
the
amount, if any, by which the aggregate of the Class B-3 Interest
Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class B-3 Certificates on prior Distribution Dates
pursuant to
Paragraph twelfth of Section 4.01(a).
Class 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-4 and Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class
B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any
amount
distributable to the Holders of the Class B-4 Certificates pursuant
to
Paragraphs fourteenth, fifteenth and sixteenth of Section
4.01(a).
Class B-4
Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-4
Certificates with
respect to such Distribution Date exceeds the amount distributed in
respect of
the Class B-4 Certificates on such Distribution Date pursuant to
Paragraph
fourteenth of Section 4.01(a).
Class B-4 Optimal Principal Amount: As to any Distribution Date,
an
amount equal to the sum of (I) the sum, as to each Outstanding
Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such
Mortgage Loan and
(y) the sum of:
(i) the Class 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 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 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 B-4 Percentage of the Substitution Principal Amount
with
respect to
each Mortgage Loan for which a Mortgage Loan was substituted
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date, less the amount allocable to the
principal
portion of any unreimbursed Periodic Advances previously made
by
the
applicable Servicer, the Master Servicer or the Trustee in respect
of
such
Mortgage Loan for which a Mortgage Loan was substituted; and
(II) the
Class B-4 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class B-4 Optimal
Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount
calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as set
forth
in the next sentence, the percentage calculated by multiplying (i)
the
Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class
B-4 Principal Balance (determined as of the Determination Date
preceding such
Distribution Date) and the denominator of which is the sum of the
Principal
Balances of the Classes of Class B Certificates eligible to receive
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 B-4 Certificates are not eligible to receive
distributions of
principal in accordance with Section 4.01(d)(i), the Class B-4
Percentage for
such Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date,
except as
set forth in the next sentence, the percentage calculated by
multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of which is
the Class B-4 Principal Balance (determined as of the Determination
Date
preceding such Distribution Date) and the denominator of which is
the sum of the
Principal Balances of the Classes of Class B Certificates eligible
to receive
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 B-4 Certificates are not eligible to
receive
distributions of principal in accordance with Section 4.01(d)(i),
the Class B-4
Prepayment Percentage for such Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date,
the
Original Class B-4 Principal Balance. As of any subsequent
Determination Date,
the Original Class B-4 Principal Balance less the sum of all
amounts previously
distributed in respect of the Class B-4 Certificates on prior
Distribution Dates
(A) pursuant to Paragraph sixteenth of Section 4.01(a) (including
any principal
otherwise payable to the Class B-4 Certificates used to pay any
Class A-PO
Deferred Amounts) and (B) as a result of a Principal Adjustment;
provided,
however, if the Class B-4 Certificates are the most subordinate
Certificates
outstanding, the Class B-4 Principal Balance will equal the
difference, if any,
between the Adjusted Pool Amount (Non-PO Portion) as of the
preceding
Distribution Date less the sum of the Class A Non-PO Principal
Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance and
the Class B-3
Principal Balance as of such Determination Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date,
the
amount, if any, by which the aggregate of the Class B-4 Interest
Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class B-4 Certificates on prior Distribution Dates
pursuant to
Paragraph fifteenth of Section 4.01(a).
Class 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-5 and Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class
B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any
amount
distributable to the Holders of the Class B-5 Certificates pursuant
to
Paragraphs seventeenth, eighteenth and nineteenth of Section
4.01(a).
Class B-5 Interest Shortfall Amount: As to any Distribution Date,
any
amount by which the Interest Accrual Amount of the Class B-5
Certificates with
respect to such Distribution Date exceeds the amount distributed in
respect of
the Class B-5 Certificates on such Distribution Date pursuant to
Paragraph
seventeenth of Section 4.01(a).
Class B-5 Optimal Principal Amount: As to any Distribution Date,
an
amount equal to the sum of (I) the sum, as to each Outstanding
Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such
Mortgage Loan and
(y) the sum of:
(i) the Class 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 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 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 B-5 Percentage of the Substitution Principal Amount
with
respect to
each Mortgage Loan for which a Mortgage Loan was substituted
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date, less the amount allocable to the
principal
portion of any unreimbursed Periodic Advances previously made
by
the
applicable Servicer, the Master Servicer or the Trustee in respect
of
such
Mortgage Loan for which a Mortgage Loan was substituted; and
(II) the
Class B-5 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class B-5 Optimal
Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount
calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as set
forth
in the next sentence, the percentage calculated by multiplying (i)
the
Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class
B-5 Principal Balance (determined as of the Determination Date
preceding such
Distribution Date) and the denominator of which is the sum of the
Principal
Balances of the Classes of Class B Certificates eligible to receive
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 B-5 Certificates are not eligible to receive
distributions of
principal in accordance with Section 4.01(d)(i), the Class B-5
Percentage for
such Distribution Date will be zero.
Class B-5 Prepayment Percentage: As to any Distribution Date,
except as
set forth in the next sentence, the percentage calculated by
multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of which is
the Class B-5 Principal Balance (determined as of the Determination
Date
preceding such Distribution Date) and the denominator of which is
the sum of the
Principal Balances of the Classes of Class B Certificates eligible
to receive
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 B-5 Certificates are not eligible to
receive
distributions of principal in accordance with Section 4.01(d)(i),
the Class B-5
Prepayment Percentage for such Distribution Date will be zero.
Class B-5 Principal Balance: As to the first Determination Date,
the
Original Class B-5 Principal Balance. As of any subsequent
Determination Date,
the Original Class B-5 Principal Balance less the sum of all
amounts previously
distributed in respect of the Class B-5 Certificates on prior
Distribution Dates
(A) pursuant to Paragraph nineteenth of Section 4.01(a) (including
any principal
otherwise payable to the Class B-5 Certificates used to pay any
Class A-PO
Deferred Amounts) and (B) as a result of a Principal Adjustment;
provided,
however, if the Class B-5 Certificates are the most subordinate
Certificates
outstanding, the Class B-5 Principal Balance will equal the
difference, if any,
between the Adjusted Pool Amount (Non-PO Portion) as of the
preceding
Distribution Date less the sum of the Class A Non-PO Principal
Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the
Class B-3
Principal Balance and the Class B-4 Principal Balance as of such
Determination
Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date,
the
amount, if any, by which the aggregate of the Class B-5 Interest
Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class B-5 Certificates on prior Distribution Dates
pursuant to
Paragraph eighteenth of Section 4.01(a).
Class 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-6 and Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class
B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any
amount
distributable to the Holders of the Class B-6 Certificates pursuant
to
Paragraphs twentieth, twenty-first and twenty-second of Section
4.01(a).
Class B-6 Interest Shortfall Amount: As to any Distribution Date,
any
amount by which the Interest Accrual Amount of the Class B-6
Certificates with
respect to such Distribution Date exceeds the amount distributed in
respect of
the Class B-6 Certificates on such Distribution Date pursuant to
Paragraph
twentieth of Section 4.01(a).
Class B-6 Optimal Principal Amount: As to any Distribution Date,
an
amount equal to the sum of (I) the sum, as to each Outstanding
Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such
Mortgage Loan and
(y) the sum of:
(i) the Class 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 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 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 B-6 Percentage of the Substitution Principal Amount
with
respect to
each Mortgage Loan for which a Mortgage Loan was substituted
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date, less the amount allocable to the
principal
portion of any unreimbursed Periodic Advances previously made
by
the
applicable Servicer, the Master Servicer or the Trustee in respect
of
such
Mortgage Loan for which a Mortgage Loan was substituted; and
(II) the
Class B-6 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class B-6 Optimal
Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount
calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class B-6 Certificates.
Class B-6 Percentage: As to any Distribution Date, except as set
forth
in the next sentence, the percentage calculated by multiplying (i)
the
Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class
B-6 Principal Balance (determined as of the Determination Date
preceding such
Distribution Date) and the denominator of which is the sum of the
Principal
Balances of the Classes of Class B Certificates eligible to receive
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 B-6 Certificates are not eligible to receive
distributions of
principal in accordance with Section 4.01(d)(i), the Class B-6
Percentage for
such Distribution Date will be zero.
Class B-6 Prepayment Percentage: As to any Distribution Date,
except as
set forth in the next sentence, the percentage calculated by
multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of which is
the Class B-6 Principal Balance (determined as of the Determination
Date
preceding such Distribution Date) and the denominator of which is
the sum of the
Principal Balances of the Classes of Class B Certificates eligible
to receive
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 B-6 Certificates are not eligible to
receive
distributions of principal in accordance with Section 4.01(d)(i),
the Class B-6
Prepayment Percentage for such Distribution Date will be zero.
Class B-6 Principal Balance: As to the first Determination Date,
the
Original Class B-6 Principal Balance. As of any subsequent
Determination Date,
for so long as the Class B-6 Certificates are outstanding, the
difference, if
any, between the Adjusted Pool Amount (Non-PO Portion) as of the
preceding
Distribution Date less the sum of the Class A Non-PO Principal
Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the
Class B-3
Principal Balance, the Class B-4 Principal Balance and the Class
B-5 Principal
Balance as of such Determination Date.
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date,
the
amount, if any, by which the aggregate of the Class B-6 Interest
Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class B-6 Certificates on prior Distribution Dates
pursuant to
Paragraph twenty-first of Section 4.01(a).
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, the
least
of (a) the aggregate Prepayment Interest Shortfall on the Mortgage
Loans for
such Distribution Date, (b) the product of (i) 1/12th of 0.20% and
(ii) the Pool
Scheduled Principal Balance for such Distribution Date and (c) the
Available
Master Servicing Compensation 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:
CTLA - Structured Finance, WFMBS 2006-17 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 2006-17, and for all other
purposes at
9062 Old Annapolis Road, Columbia, Maryland 21045 Attn: Corporate
Trust
Services--WFMBS 2006-17.
Current Class A Interest Distribution Amount: As to any
Distribution
Date, the amount distributed in respect of the Classes of Class A
Certificates
pursuant to Paragraph first of Section 4.01(a) on such Distribution
Date.
Current Class B Interest Distribution Amount: As to any
Distribution
Date, the amount distributed in respect of the Classes of Class B
Certificates
pursuant to Paragraphs fifth, eighth, eleventh, fourteenth,
seventeenth and
twentieth of Section 4.01(a) on such Distribution Date.
Current Class 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 B-2, Class B-3,
Class B-4, Class
B-5 and Class B-6 Certificates by the Aggregate Non-PO Principal
Balance. As to
the first Distribution Date, the Original Class B-1 Fractional
Interest.
Current Class 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 B-3, Class B-4,
Class B-5 and
Class B-6 Certificates by the Aggregate Non-PO Principal Balance.
As to the
first Distribution Date, the Original Class B-2 Fractional
Interest.
Current Class 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 B-4, Class B-5 and
Class B-6
Certificates by the Aggregate Non-PO Principal Balance. As to the
first
Distribution Date, the Original Class B-3 Fractional Interest.
Current Class 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 B-5 and Class B-6
Certificates by
the Aggregate Non-PO Principal Balance. As to the first
Distribution Date, the
Original Class B-4 Fractional Interest.
Current Class 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 B-6 Certificates by the
Aggregate Non-PO
Principal Balance. As to the first Distribution Date, the Original
Class B-5
Fractional Interest.
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 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 applicable 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 such 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 applicable 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 such Servicer
through the last day of the month in which such Curtailment is
received.
Custodial Agreement: The Custodial Agreement, dated as of October
27,
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 aggregate of the
Cut-Off
Date Principal Balances of the Mortgage Loans as set forth in
Section 11.02.
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 representing the principal portion of the Cut-Off Date
Aggregate
Principal Balance evidenced by such Certificate.
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.
Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage
Interest
Rate of less than 5.500%.
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 a REMIC or result in the imposition of any
federal tax on
the 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 in respect of the Certificates is made pursuant to
Section 9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date
for
each Class of Class A Certificates and Class B Certificates is
November 25,
2021, which corresponds to the "latest possible maturity date" for
purposes of
Section 860G(a)(1) of the Internal Revenue Code of 1986, as
amended.
Fitch: Fitch Ratings, or its successor in interest.
Fixed Retained Yield: The fixed percentage of interest on each
Mortgage
Loan with a Mortgage Interest Rate greater than the sum of (a)
5.500%, (b) the
applicable Servicing Fee Rate and (c) the Master Servicing Fee
Rate, which will
be determined on a loan by loan basis and will equal the Mortgage
Interest Rate
on each Mortgage Loan minus the sum of the rates described in
clauses (a), (b)
and (c), which is not assigned to and not part of the Trust
Estate.
Fixed Retained Yield Rate: With respect to each Mortgage Loan, a
per
annum rate equal to the greater of (a) zero and (b) the Mortgage
Interest Rate
on such Mortgage Loan minus, the sum of (a) 5.500%, (b) the
applicable Servicing
Fee Rate and (c) the Master Servicing Fee Rate.
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.
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.
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 (other than the Class A-PO Certificates), (i)
the product
of (a) 1/12th of the Class A Pass-Through Rate for such Class and
(b) the
Principal Balance of such Class as of the Determination Date
immediately
preceding such Distribution Date minus (ii) the sum of (A) the
Class A Interest
Percentage of such Class of the interest portion of any Realized
Losses on the
Mortgage Loans on or after the Subordination Depletion Date
pursuant to Section
4.02(c) and (B) the Class A Interest Percentage of such Class of
any
Non-Supported Interest Shortfall or Relief Act Shortfall allocated
to the Class
A Certificates with respect to such Distribution Date. The Class
A-PO
Certificates have no Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates,
an
amount equal to (i) the product of 1/12th of the 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 with respect to such
Distribution Date.
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-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.
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.
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 27, 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 Fixed Retained Yield Rate, if applicable;
(xvi) 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; and
(xvii) the name of the Servicer.
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, (b) the Master Servicing Fee Rate,
as set forth
in Section 11.24 with respect to such Mortgage Loan and (c) the
Fixed Retained
Yield Rate, if any, 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 applicable Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Mortgage Loan, the lesser of
(i)
1.00 and (ii) the quotient obtained by dividing the Net Mortgage
Interest Rate
for such Mortgage Loan by 5.500%.
Non-PO Recovery: As to any Distribution Date, the amount of all
Recoveries received during the Applicable Unscheduled Principal
Receipt Periods
for such Distribution Date less the Class A-PO Recovery for such
Distribution
Date.
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 applicable Servicer, the Master
Servicer or the
Trustee, as the case may be, and which the applicable 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 applicable 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 such 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, the sum of (i) the excess, if any, of the aggregate
Prepayment Interest
Shortfall on the Mortgage Loans over the aggregate Compensating
Interest with
respect to such Distribution Date and (ii) Curtailment Interest
Shortfalls with
respect to such Distribution Date. With respect to each
Distribution Date
occurring on or after the Subordination Depletion Date, the
Non-Supported
Interest Shortfall determined pursuant to the preceding sentence
will be
increased by the amount of any Subordination Depletion Date
Interest Shortfall
for such Distribution Date. Any Non-Supported Interest Shortfall
will be
allocated to (a) the Class A Certificates (other than the Class
A-PO
Certificates) according to the percentage obtained by dividing the
Class A
Non-PO Principal Balance by the Aggregate Non-PO Principal Balance
and (b) the
Class B Certificates according to the percentage obtained by
dividing the Class
B Principal Balance by the Aggregate Non-PO Principal Balance.
Non-U.S. Person: As defined in Section 4.01(f).
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).
Opinion of Counsel: A written opinion of counsel, who may be
outside or
salaried counsel for the Depositor, a Servicer or the Master
Servicer, or any
affiliate of the Depositor, a Servicer or the Master Servicer,
acceptable to the
Trustee if such opinion is to be delivered to the Trustee;
provided, however,
that with respect to REMIC matters, matters relating to the
determination of
Eligible Accounts or matters relating to transfers of Certificates,
such counsel
shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event
will occur
with respect to such Class if: (i) the Principal Balance of such
Class on the
Determination Date succeeding such Distribution Date would have
been reduced to
zero (regardless of whether such Principal Balance was reduced to
zero as a
result of principal distribution or the allocation of Realized
Losses) and (ii)
(a) the Principal Balance of any Class of Class A Non-PO
Certificates 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 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 B-1 Principal Balance, Class B-2 Principal
Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5
Principal Balance
or Class B-6 Principal Balance.
Original Aggregate Non-PO Principal Balance: The Aggregate
Non-PO
Principal Balance as of the Cut-Off Date, as set forth in Section
11.06.
Original Class A Percentage: The Class A Percentage as of the
Cut-Off
Date as set forth in Section 11.03.
Original Class B Principal Balance: The sum of the Original Class
B-1
Principal Balance, the Original Class B-2 Principal Balance, the
Original Class
B-3 Principal Balance, the Original Class B-4 Principal Balance,
the Original
Class B-5 Principal Balance and the Original Class B-6 Principal
Balance, as set
forth in Section 11.07.
Original Class B-1 Fractional Interest: As to the first
Distribution
Date, the percentage obtained by dividing the sum of the Original
Class B-2
Principal Balance, the Original Class B-3 Principal Balance, the
Original Class
B-4 Principal Balance, the Original Class B-5 Principal Balance and
the Original
Class B-6 Principal Balance by the Original Aggregate Non-PO
Principal Balance.
The Original Class B-1 Fractional Interest is specified in Section
11.09.
Original Class B-2 Fractional Interest: As to the first
Distribution
Date, the percentage obtained by dividing the sum of the Original
Class B-3
Principal Balance, the Original Class B-4 Principal Balance, the
Original Class
B-5 Principal Balance and the Original Class B-6 Principal Balance
by the
Original Aggregate Non-PO Principal Balance. The Original Class B-2
Fractional
Interest is specified in Section 11.10.
Original Class B-3 Fractional Interest: As to the first
Distribution
Date, the percentage obtained by dividing the sum of the Original
Class B-4
Principal Balance, the Original Class B-5 Principal Balance and the
Original
Class B-6 Principal Balance by the Original Aggregate Non-PO
Principal Balance.
The Original Class B-3 Fractional Interest is specified in Section
11.11.
Original Class B-4 Fractional Interest: As to the first
Distribution
Date, the percentage obtained by dividing the sum of the Original
Class B-5
Principal Balance and the Original Class B-6 Principal Balance by
the Original
Aggregate Non-PO Principal Balance. The Original Class B-4
Fractional Interest
is specified in Section 11.12.
Original Class B-5 Fractional Interest: As to the first
Distribution
Date, the percentage obtained by dividing the Original Class B-6
Principal
Balance by the Original Aggregate Non-PO Principal Balance. The
Original Class
B-5 Fractional Interest is specified in Section 11.13.
Original Class B-1 Percentage: The Class B-1 Percentage as of
the
Cut-Off Date, as set forth in Section 11.14.
Original Class B-2 Percentage: The Class B-2 Percentage as of
the
Cut-Off Date, as set forth in Section 11.15.
Original Class B-3 Percentage: The Class B-3 Percentage as of
the
Cut-Off Date, as set forth in Section 11.16.
Original Class B-4 Percentage: The Class B-4 Percentage as of
the
Cut-Off Date, as set forth in Section 11.17.
Original Class B-5 Percentage: The Class B-5 Percentage as of
the
Cut-Off Date, as set forth in Section 11.18.
Original Class B-6 Percentage: The Class B-6 Percentage as of
the
Cut-Off Date, as set forth in Section 11.19.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance
as of the Cut-Off Date, as set forth in Section 11.08.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance
as of the Cut-Off Date, as set forth in Section 11.08.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance
as of the Cut-Off Date, as set forth in Section 11.08.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance
as of the Cut-Off Date, as set forth in Section 11.08.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance
as of the Cut-Off Date, as set forth in Section 11.08.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance
as of the Cut-Off Date, as set forth in Section 11.08.
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 B-1 Principal Balance, Original Class B-2 Principal Balance,
Original
Class B-3 Principal Balance, Original Class B-4 Principal Balance,
Original
Class B-5 Principal Balance or Original Class 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,
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 a Class B Certificate of a
Class, the
undivided percentage interest obtained by dividing the original
principal
balance of such Certificate by the Original Principal Balance of
such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made
by
a Servicer on any Remittance Date pursuant to its Servicing
Agreement or by the
Master Servicer or the Trustee hereunder on any Distribution Date,
the amount of
any such advances being equal to the total of all Monthly Payments
(adjusted, in
each case (i) in respect of interest, to the applicable Mortgage
Interest Rate
less the applicable Servicing Fee in the case of Periodic Advances
made by a
Servicer and to the applicable Net Mortgage Interest Rate in the
case of
Periodic Advances made by the Master Servicer or Trustee and (ii)
by the amount
of any related Debt Service Reductions or reductions in the amount
of interest
collectable from the Mortgagor pursuant to the Servicemembers Civil
Relief Act,
as it may be amended from time to time, or similar legislation or
regulations
then in effect) on the Mortgage Loans, that (x) were delinquent as
of the close
of business on the related Determination Date, (y) were not the
subject of a
previous Periodic Advance by such Servicer or of a Periodic Advance
by the
Master Servicer or the Trustee, as the case may be and (z) have not
been
determined by the Master Servicer, such Servicer or Trustee to be
Nonrecoverable
Advances.
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).
PMI Advance: As defined in the related Servicing Agreement, if
applicable.
PO Fraction: With respect to any Discount Mortgage Loan, the
difference
between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any
other Mortgage Loan, zero.
Pool Balance (Non-PO Portion): As of any Distribution Date, the sum
of
the amounts for each Mortgage Loan that is an Outstanding Mortgage
Loan of the
product of (i) the Non-PO Fraction for such Mortgage Loan and (ii)
the Scheduled
Principal Balance of such Mortgage Loan.
Pool Balance (PO Portion): As of any Distribution Date, the sum of
the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan
of the
product of (i) the PO Fraction for such Mortgage Loan and (ii) the
Scheduled
Principal Balance of such Mortgage Loan.
Pool Distribution Amount: As of any Distribution Date, the
funds
eligible for distribution to the Class A Certificates and Class 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 Mortgage Loans (including, without limitation,
the proceeds
of any repurchase of a 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 by a
Servicer pursuant to the related Servicing Agreement or Periodic
Advances made
by the Master Servicer or the Trustee pursuant to Section 3.03,
(iii) any
remaining Reimbursement Amount as provided in Section 4.01(a) and
(iv) all other
amounts (including any Insurance Proceeds and Compensating
Interest) required to
be placed in the Certificate Account by the Servicers 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 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 by the Master Servicer or the
Trustee;
(c) that portion of each payment of interest on a particular
Mortgage
Loan which represents (i) the Fixed Retained Yield, if any,
(ii)
the
applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal
and
interest
due after the Due Date occurring in the month in which such
Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers
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 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
Mortgage
Loans for which 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 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;
(j) Month End Interest;
(k) all amounts reimbursable to a Servicer for PMI Advances;
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.
Pool Scheduled Principal Balance: As to any Distribution Date,
the
aggregate Scheduled Principal Balance of all Mortgage Loans that
were
Outstanding Mortgage Loans on the Due Date in the month preceding
the month of
such Distribution Date.
Premium Mortgage Loan: A Mortgage Loan with a Net Mortgage
Interest
Rate equal to or greater than 5.500%.
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.
Prepayment Shift Percentage: As to any Distribution Date, the
percentage indicated below:
Prepayment
Distribution
Date Occurring In
Shift
Percentage
November 2006
through October 2011......................
0%
November 2011
through October 2012......................
30%
November 2012
through October 2013......................
40%
November 2013
through October 2014......................
60%
November 2014
through October 2015......................
80%
November 2015
and thereafter............................
100%
Principal Adjustment: In the event that the Class B-1 Optimal
Principal
Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal
Principal Amount,
Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal
Amount or Class
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) 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, the Original Principal Balance of
such Class. As
of any subsequent Determination Date prior to the Subordination
Depletion Date
and as to any Class of Class A Certificates (other than the Class
A-PO
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 clause (1) of Section 4.01(a)
and (ii) as
a result of a Principal Adjustment. After the Subordination
Depletion Date, each
such Principal Balance of a Class of Class A Certificates (other
than the Class
A-PO Certificates) 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 Class A Loss
Percentage of such
Class and the difference, if any, between (a) the Class A Non-PO
Principal
Balance as of such Determination Date without regard to this
sentence and (b)
the Adjusted Pool Amount (Non-PO Portion) for the preceding
Distribution Date.
As of any subsequent Determination Date and as to the Class
A-PO
Certificates, the Original Principal Balance of such Class less the
sum of all
amounts previously distributed in respect of the Class A-PO
Certificates on
prior Distribution Dates pursuant to Paragraph third clause (2) of
Section
4.01(a). The Principal Balance of the Class A-PO Certificates will
also be
reduced (if clause (x) is greater than clause (y)) or increased (if
clause (x)
is less than clause (y)) on each Determination Date by the
difference, if any,
between (x) the Principal Balance of the Class A-PO Certificates as
of such
Determination Date without regard to this sentence and (y) the
Adjusted Pool
Amount (PO Portion) for the preceding Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance,
Class
B-2 Principal Balance, Class B-3 Principal Balance, Class B-4
Principal Balance,
Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.
Notwithstanding the foregoing, no Principal Balance of a Class will
be
increased on any Determination Date such that the Principal Balance
of such
Class exceeds its Original Principal Balance less all amounts
previously
distributed in respect of such Class on prior Distribution Dates
pursuant to
Paragraph third clause (1) of Section 4.01(a), Paragraph third
clause (2) of
Section 4.01(a), or Paragraphs seventh, tenth, thirteenth,
sixteenth, nineteenth
or twenty-second of Section 4.01(a).
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.
Priority Amount: For any Distribution Date means the sum of (a)
the
product of (i) the Priority Percentage, (ii) the Shift Percentage
and (iii) the
Scheduled Principal Amount and (b) the product of (i) the Priority
Percentage,
(ii) the Prepayment Shift Percentage and (iii) the Unscheduled
Principal Amount.
Priority Percentage: The Principal Balance of the Class A-4
Certificates divided by the sum of the Principal Balances of the
Class A-1,
Class A-2, Class A-3 and Class A-4 Certificates.
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 24, 2006, relating to the
Class A, Class
B-1, Class B-2 and Class B-3 Certificates.
Prudent
Servicing Practices: The standard of care set forth in each
Servicing Agreement.
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 A-R Certificate) are Fitch and Moody's. The Rating Agency for
the Class
A-R, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5
Certificates is
Fitch. If any such agency or a successor is no longer in existence,
"Rating
Agency" shall be such statistical credit rating agency, or other
comparable
Person, designated by the Depositor, notice of which designation
shall be given
to the Trustee and the Master Servicer. References herein to the
highest
short-term rating category of a Rating Agency shall mean F-1+ in
the case of
Fitch, P-1 in the case of Moody's, and in the case of any other
Rating Agency
shall mean its equivalent of such ratings. References herein to the
highest
long-term rating categories of a Rating Agency shall mean AAA in
the case of
Fitch and Aaa in the case of Moody's, and in the case of any other
Rating Agency
shall mean its equivalent of such ratings without any plus or
minus.
Realized Losses: With respect to any Distribution Date, (i)
Liquidated
Loan Losses incurred on Liquidated Loans for which the Liquidation
Proceeds were
received during the Applicable Unscheduled Principal Receipt Period
with respect
to Full Unscheduled Principal Receipts with respect to such
Distribution Date
and (ii) Bankruptcy Losses incurred during the period corresponding
to the
Applicable Unscheduled Principal Receipt Period with respect to
Full Unscheduled
Principal Receipts for such Distribution Date.
Record Date: The last Business Day of the month preceding the month
of
the related Distribution Date.
Recovery: Any amount received (net of any reimbursable expenses) on
a
Mortgage Loan subsequent to 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: Any interest shortfalls arising as a result
of
the reduction in the amount of monthly interest payments on any
Mortgage Loans
as a result of the application of the Servicemembers Civil Relief
Act, as it may
be amended from time to time, or comparable state legislation. Any
Relief Act
Shortfall will be allocated to (a) the Class A Certificates (other
than the
Class A-PO Certificates) according to the percentage obtained by
dividing the
Class A Non-PO Principal Balance by the Aggregate Non-PO Principal
Balance and
(b) the Class B Certificates according to the percentage obtained
by dividing
the Class B Principal Balance by the Aggregate Non-PO Principal
Balance.
REMIC: A "real estate mortgage investment conduit" as defined in
Code
Section 860D. "The REMIC" means the REMIC constituted by the Trust
Estate.
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 less any Fixed Retained Yield, 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 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 Amount: The sum for each outstanding Mortgage
Loan
(including each defaulted Mortgage Loan with respect to which the
related
Mortgaged Property has been acquired by the Trust Estate) of the
product of (A)
the Non-PO Fraction for such Mortgage Loan and (B) the sum of the
amounts
described in clauses Iy(i) and Iy(iv) of the definition of Class A
Non-PO
Optimal Principal Amount.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution
Date, the principal balance of such Mortgage Loan as of the Due
Date in the
month preceding the month of such Distribution Date as specified in
the
amortization schedule at the time relating thereto (before any
adjustment to
such amortization schedule by reason of any bankruptcy (other than
Deficient
Valuations) or similar proceeding or any moratorium or similar
waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts
received or
applied by the applicable Servicer during the related Unscheduled
Principal
Receipt Period for each applicable type of Unscheduled Principal
Receipt related
to the Distribution Date occurring in the month preceding such
Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and
(C) the
payment of principal due on such Due Date and irrespective of any
delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled
Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time
through the last
day of such related Unscheduled Principal Receipt Period shall be
zero.
Servicer Mortgage Loan File: As defined in each of the
Servicing
Agreements.
Servicers: Each of Wells Fargo Bank and Arvest Mortgage Company, 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.
Shift Percentage: As to any Distribution Date, the percentage
indicated
below:
Distribution
Date Occurring In
Shift
Percentage
November 2006
through October 2011...........................
0%
November 2011
and thereafter.................................
100%
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.
Subordinated Percentage: As to any Distribution Date, the
percentage
which is the difference between 100% and the Class A Percentage for
such date.
Subordinated Prepayment Percentage: As to any Distribution Date,
the
percentage which is the difference between 100% and the Class A
Prepayment
Percentage for such date.
Subordination Depletion Date: The Distribution Date preceding the
first
Distribution Date on which the Class A Percentage (determined
pursuant to clause
(ii) of the definition thereof) equals or exceeds 100%.
Subordination Depletion Date Interest Shortfall: With respect to
any
Distribution Date that occurs on or after the Subordination
Depletion Date with
respect to any Unscheduled Principal Receipt (other than a
Prepayment in Full or
Curtailment):
(A) in the
case where the Applicable Unscheduled Principal Receipt
Period is
the Mid-Month Receipt Period and such Unscheduled
Principal Receipt is received by the applicable 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 such 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 applicable 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 such 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
applicable 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
(other than any Fixed Retained Yield), such amounts as may be held
from time to
time in the Certificate Account (other than any Fixed Retained
Yield), 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.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2
Unpaid
Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the
Class B-4
Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall
and the Class
B-6 Unpaid Interest Shortfall.
Unscheduled Principal Amount: The sum for each outstanding
Mortgage
Loan (including each defaulted Mortgage Loan with respect to which
the related
Mortgaged Property has been acquired by the Trust Estate) of the
product of (A)
the Non-PO Fraction for such Mortgage Loan and (B) the sum of the
amounts
described in clauses Iy(ii) and Iy(iii) of the definition of Class
A Non-PO
Optimal Principal Amount.
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.
U.S. Person: As defined in Section 4.01(f).
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
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
Class A
Principal Balance and the Class B 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.
<PAGE>
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
(other than the portion, if any, representing the Fixed Retained
Yield) 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 and (e)
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).
(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 defects, 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 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.
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
applicable 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 the assignment to it of the Mortgage Loans
and
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, together with all other assets included in the
definition of
"Trust Estate," receipt of which is hereby acknowledged,
Certificates in
authorized denominations which 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 A-R Certificate as the
single class
of "residual interest" in the 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 the REMIC within the meaning of Code Section
860G(a)(9). The
"latest possible maturity date" of the regular interests in the
REMIC is
November 25, 2021 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 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 the Trust
Estate 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 any Servicer, the Master Servicer or the Trustee
for
any
Periodic Advances determined in good faith to have become
Nonrecoverable Advances; provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall
be
reimbursable only from amounts constituting Fixed Retained Yield
and not
from assets of the
Trust Estate;
(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;
(xii) to clear and terminate the Certificate Account pursuant
to
Section
9.01; and
(xiii) to pay to Wells Fargo Bank from any Mortgagor payment on
account
of
interest or other recovery (including Net REO Proceeds) with
respect to
a
particular Mortgage Loan, the Fixed Retained Yield, if any, with
respect
to such
Mortgage Loan; provided, however, that with respect to any
payment
of
interest received by the Master Servicer in respect of a Mortgage
Loan
(whether
paid by the Mortgagor or received as Liquidation Proceeds,
Insurance
Proceeds or otherwise) which is less than the full amount of
interest
then due with respect to such Mortgage Loan, only that portion
of
such
payment of interest that bears the same relationship to the
total
amount of
such payment of interest as the Fixed Retained Yield Rate, if
any, in
respect of such Mortgage Loan bears to the Mortgage Interest
Rate
shall be
allocated to the Fixed Retained Yield with respect thereto.
(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 applicable
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 necessary to vest in the auction purchaser
title to the
REO Mortgage Loan and the Custodian shall have no further
responsibility with
regard to such Owner Mortgage Loan File, Retained Mortgage Loan
File, if
applicable, or Servicer Mortgage Loan File. Neither the Trustee,
the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate,
shall provide
financing from the Trust Estate to any purchaser of an REO Mortgage
Loan.
Section 3.07 Amendments to Servicing Agreements, Modification
of
Standard Provisions.
(a) Subject to the prior written consent of the Trustee pursuant
to
Section 3.07(b) and the prior written consent of the Depositor, the
Master
Servicer may, from time to time, to the extent permitted by the
applicable
Servicing Agreement, make such modifications and amendments to such
Servicing
Agreement as the Master Servicer deems necessary or appropriate to
confirm or
carry out more fully the intent and purpose of such Servicing
Agreement and the
duties, responsibilities and obligations to be performed by the
applicable
Servicer thereunder. Such modifications may only be made if they
are consistent
with the REMIC Provisions, as evidenced by an Opinion of Counsel.
Prior to the
issuance of any modification or amendment, the Master Servicer
shall deliver to
the Trustee and the Depositor such Opinion of Counsel and an
Officer's
Certificate setting forth (i) the provision that is to be modified
or amended,
(ii) the modification or amendment that the Master Servicer desires
to issue and
(iii) the reason or reasons for such proposed amendment or
modification.
(b) The Trustee shall consent to any amendment or supplement to
a
Servicing Agreement proposed by the Master Servicer pursuant to
Section 3.07(a),
which consent and amendment shall not require the consent of
any
Certificateholder if it is (i) for the purpose of curing any
mistake or
ambiguity, to further effect or protect the rights of the
Certificateholders or
(ii) for any other purpose, provided such amendment or supplement
for such other
purpose cannot reasonably be expected to adversely affect
Certificateholders.
The lack of reasonable expectation of an adverse effect on
Certificateholders
may be established through the delivery to the Trustee of (i) an
Opinion of
Counsel to such effect or (ii) written notification from each
Rating Agency to
the effect that such amendment or supplement will not result in
reduction of the
current rating assigned by that Rating Agency to the
Certificates.
Notwithstanding the two immediately preceding sentences, the
Trustee may, in its
discretion, decline to enter into or consent to any such supplement
or amendment
if its own rights, duties or immunities shall be adversely
affected.
(c)(i) Notwithstanding anything to the contrary in this Section
3.07,
the Master Servicer from time to time may, without the consent of
any
Certificateholder or the Trustee, enter into an amendment (A) to an
Other
Servicing Agreement for the purpose of (i) eliminating or reducing
Month End
Interest and (ii) providing for the remittance of Full Unscheduled
Principal
Receipts by the applicable Servicer to the Master Servicer not
later than the
24th day of each month (or if such day is not a Business Day, on
the previous
Business Day), (B) to the Wells Fargo Bank Servicing Agreement for
the purpose
of changing the applicable Remittance Date to the 18th day of each
month (or if
such day is not a Business Day, on the previous Business Day) or
(C) to a
Servicing Agreement for the purpose of effecting or facilitating
compliance by
the applicable Servicer with Regulation AB or to conform a
Servicing Agreement
to industry practices relating to Regulation AB.
(ii) The Master Servicer may direct Wells Fargo Bank in its
capacity as
Servicer to enter into an amendment to the Wells Fargo Bank
Servicing Agreement
for the purposes described in Section 3.07(c)(i)(B) or (C).
Section 3.08 Oversight of Servicing.
The Master Servicer shall supervise, monitor and oversee the
servicing
of the Mortgage Loans by each Servicer and the performance by each
Servicer of
all services, duties, responsibilities and obligations (including
the obligation
to maintain an Errors and Omissions Policy and Fidelity Bond) that
are to be
observed or performed by the Servicer under its respective
Servicing Agreement.
In performing its obligations hereunder, the Master Servicer shall
act in a
manner consistent with Accepted Master Servicing Practices and in a
manner
consistent with the terms and provisions of any insurance policy
required to be
maintained by the Master Servicer or any Servicer pursuant to this
Agreement or
any Servicing Agreement. The Master Servicer acknowledges that
prior to taking
certain actions required to service the Mortgage Loans, each
Servicing Agreement
provides that the Servicer thereunder must notify, consult with,
obtain the
consent of, waiver from, or otherwise follow the instructions of
the Master
Servicer. In the case of any request for waiver from a Servicer,
the Master
Servicer shall promptly instruct such Servicer or otherwise respond
to such
Servicer's request. The Master Servicer shall not waive compliance
by a Servicer
with those provisions of its Servicing Agreement which are required
to enable
the Depositor and the Master Servicer to satisfy the Trust's
ongoing reporting
obligations under the Exchange Act. In addition, in no event will
the Master
Servicer instruct such Servicer to take any action, give any
consent to action
by such Servicer or waive compliance by such Servicer with any
provision of such
Servicer's Servicing Agreement if any resulting action or failure
to act would
be inconsistent with the requirements of the Rating Agencies that
rated the
Certificates, would be inconsistent with the requirements of
Regulation AB or
would otherwise have an adverse effect on the Certificateholders.
Any such
action or failure to act shall be deemed to have an adverse effect
on the
Certificateholders if such action or failure to act either results
in (i) the
downgrading of the rating assigned by either Rating Agency to the
Certificates,
(ii) the loss by the Trust Estate of REMIC status for federal
income tax
purposes or (iii) the imposition of any Prohibited Transaction Tax
or any
federal taxes on either the REMIC or the Trust Estate. The Master
Servicer shall
have full power and authority in its sole discretion to take any
action with
respect to the Trust Estate as may be necessary or advisable to
avoid the
circumstances specified including clause (ii) or (iii) of the
preceding
sentence.
For the purposes of determining whether any modification of a
Mortgage
Loan shall be permitted by the Master Servicer, such modification
shall be
construed as a substitution of the modified Mortgage Loan for the
Mortgage Loan
originally deposited in the Trust Estate if it would be a
"significant
modification" within the meaning of Section 1.860G-2(b) of the
regulations of
the U.S. Department of the Treasury. No modification shall be
approved unless
(i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under
Section 2.02 and (ii) with respect to any modification that occurs
more than
three months after the Closing Date and is not the result of a
default or a
reasonably foreseeable default under the Mortgage Loan, there is
delivered to
the Trustee an Opinion of Counsel (at the expense of the party
seeking to modify
the Mortgage Loan) to the effect that such modification would not
be treated as
giving rise to a new debt instrument for federal income tax
purposes as
described in the preceding sentence; provided, however, that no
such Opinion of
Counsel need be delivered if the sole purpose of the modification
is to reduce
the Monthly Payment on a Mortgage Loan as a result of a Curtailment
such that
the Mortgage Loan is fully amortized by its original maturity
date.
During the term of this Agreement, the Master Servicer shall
consult
fully with each Servicer as may be necessary from time to time to
perform and
carry out the Master Servicer's obligations hereunder and otherwise
exercise
reasonable efforts to cause such Servicer to perform and observe
the covenants,
obligations and conditions to be performed or observed by it under
its Servicing
Agreement.
The relationship of the Master Servicer to the Trustee under
this
Agreement is intended by the parties to be that of an independent
contractor and
not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of
the
Trustee and shall have full power and authority, acting alone or
(subject to the
requirements of Section 6.06) through one or more Subcontractors,
to do any and
all things in connection with such administration which it may deem
necessary or
desirable. Upon the execution and delivery of this Agreement, and
from time to
time as may be required thereafter, the Trustee shall furnish the
Master
Servicer or its Subcontractors with any powers of attorney and such
other
documents as may be necessary or appropriate to enable the Master
Servicer to
carry out its administrative duties hereunder.
The Depositor shall have a limited option to repurchase any
defaulted
Mortgage Loan or REO Mortgage Loan during the following time
periods: (i)
beginning on the first day of the second month following the month
in which the
Master Servicer has reported that a Servicer has initiated
foreclosure
proceedings with respect to such a defaulted Mortgage Loan, with
such repurchase
option expiring on the last day of such second following month;
(ii) beginning
on the first day of the second month following the month in which
the Master
Servicer has reported that such defaulted Mortgage Loan has become
an REO
Mortgage Loan, with such repurchase option expiring on the last day
of such
second following month; and (iii) beginning on the day on which a
Servicer
accepts a contractual commitment by a third party to purchase the
Mortgaged
Property related to the defaulted Mortgage Loan or REO Mortgage
Loan, with such
repurchase option expiring on the earlier of the last day of the
month in which
such contractual commitment was accepted by the Servicer or the day
immediately
prior to the day on which the closing occurs with respect to such
third party
purchase of the Mortgaged Property related to the defaulted
Mortgage Loan or REO
Mortgage Loan. The Depositor shall be entitled to repurchase at its
option any
Mortgage Loan in the Trust Estate which, pursuant to paragraph 5(b)
of the
Mortgage Loan Purchase Agreement, Wells Fargo Bank requests the
Depositor to
repurchase and to sell to Wells Fargo Bank to facilitate the
exercise of Wells
Fargo Bank's rights against the originator or a prior holder of
such Mortgage
Loan. The purchase price for any Mortgage Loan repurchased pursuant
to this
paragraph shall be the Repurchase Price. Upon the receipt of such
Repurchase
Price, the Master Servicer shall provide to the Trustee the
certification
required by Section 3.04 and the Trustee and the Custodian, if any,
shall
promptly release to the Depositor the Owner Mortgage Loan File and
Retained
Mortgage Loan File, if applicable, relating to the Mortgage Loan
being
repurchased.
In the event that (i) the Master Servicer determines at any time
that,
notwithstanding the representations and warranties set forth in
Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning
of Section
860G of the Code and (ii) the Trustee is unable to enforce the
obligation of the
Depositor to purchase such Mortgage Loan pursuant to Section 2.02
within two
months of such determination, the Master Servicer shall cause such
Mortgage Loan
to be auctioned to the highest bidder and sold out of the Trust
Estate no later
than the date 90 days after such determination. In the event of any
such sale of
a 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
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 necessary to vest in the auction
purchaser
title to the Mortgage Loan and the Custodian shall have no
further
responsibility with regard to such Owner Mortgage Loan File,
Retained Mortgage
Loan File, if applicable, or Servicer Mortgage Loan File. None of
the Trustee,
the Custodian, the Master Servicer or any Servicer, acting on
behalf of the
Trustee, shall provide financing from the Trust Estate to any
purchaser of a
Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant to
the
Servicing Agreements, object to the foreclosure upon, or other
related
conversion of the ownership of, any Mortgaged Property by the
related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be
contaminated
with or affected by hazardous wastes or hazardous substances or
(ii) such
Servicer does not agree to administer such Mortgaged Property, once
the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would
not result
in a federal tax being imposed upon the Trust Estate or the
REMIC.
At the direction of the Depositor, the Master Servicer may enter
into a
special servicing agreement with an unaffiliated holder of 100%
Percentage
Interest of a Class of Class B Certificates or a holder of a class
of securities
representing interests in the Class B Certificates and/or other
subordinated
mortgage pass-through certificates (such entity, a "Special
Servicer"), such
agreement (a "Special Servicing Agreement") to be substantially in
the form of
Exhibit M hereto or subject to each Rating Agency's acknowledgment
that the
ratings of the Certificates in effect immediately prior to the
entering into of
such agreement would not be qualified, downgraded or withdrawn and
the
Certificates would not be placed on credit review status (except
for possible
upgrading) as a result of such agreement. Any such agreement may
contain
provisions whereby such holder may (a) purchase any Mortgage Loans
that are more
than 180 days delinquent and (b) instruct the Master Servicer to
instruct a
Servicer to the extent provided in the applicable Servicing
Agreement to
commence or delay foreclosure proceedings with respect to
delinquent Mortgage
Loans and will contain provisions for the deposit of cash by the
holder that
would be available for distribution to Certificateholders if
Liquidation
Proceeds are less than they otherwise may have been had the
Servicer acted in
accordance with its normal procedures.
The Master Servicer shall monitor the rating of Wells Fargo &
Company
and upon the occurrence of a Document Transfer Event relating to
such rating,
shall promptly notify the Depositor, Trustee and Custodian of the
occurrence of
such Document Transfer Event.
Section 3.09 Termination and Substitution of Servicing
Agreements.
Upon the occurrence of any event for which a Servicer may be
terminated
pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver
to the Depositor and the Trustee an Officer's Certificate
certifying that an
event has occurred which may justify termination of such Servicing
Agreement,
describing the circumstances surrounding such event and
recommending what action
should be taken by the Trustee with respect to such Servicer. If
the Master
Servicer recommends that such Servicing Agreement be terminated,
the Master
Servicer's certification must state that the breach is material and
not merely
technical in nature. Based upon such certification, the Master
Servicer, or if
provided by the applicable Other Servicing Agreement and upon
written direction
of the Master Servicer, the Trustee, shall promptly terminate such
Other
Servicing Agreement. The Trustee shall terminate the Wells Fargo
Bank Servicing
Agreement in accordance with the provisions of Article 19 thereof.
The Master
Servicer shall indemnify the Trustee and hold it harmless from and
against any
and all claims, liabilities, costs and expenses (including, without
limitation,
reasonable attorneys' fees) arising out of, or assessed against the
Trustee in
connection with termination of a Servicing Agreement at the
direction of the
Master Servicer except to the extent that such claims, liabilities,
costs and
expenses are incurred as a result of the bad faith, willful
misfeasance or gross
negligence of the Trustee in the performance of its obligations
hereunder. To
the extent that the costs and expenses (including any amounts paid
by the Master
Servicer pursuant to the immediately preceding sentence) of the
Master Servicer
related to any termination of an Other Servicer, appointment of a
successor
servicer to an Other Servicer or the transfer and assumption of
servicing by the
Master Servicer with respect to any Other Servicing Agreement
(including,
without limitation, (i) all legal costs and expenses and all due
diligence costs
and expenses associated with an evaluation of the potential
termination of an
Other Servicer as a result of an event of default by such Other
Servicer, (ii)
all costs and expenses associated with the complete transfer of
servicing,
including all servicing files and all servicing data and the
completion,
correction or manipulation of such servicing data as may be
required by the
successor servicer to correct any errors or insufficiencies in the
servicing
data or otherwise to enable the successor servicer to service the
Mortgage Loans
in accordance with the related Other Servicing Agreement and (iii)
any costs
incurred by the Trustee in connection with a servicing transfer)
are not fully
and timely reimbursed by the terminated Other Servicer, the Master
Servicer
shall be entitled to reimbursement of such costs and expenses from
the
Certificate Account. To the extent that the costs and expenses of
the Trustee
related to any termination of Wells Fargo Bank, as a Servicer under
the Wells
Fargo Bank Servicing Agreement, appointment of a successor to Wells
Fargo Bank
as a Servicer or the transfer and assumption of servicing by the
Trustee with
respect to the Wells Fargo Bank Servicing Agreement (including,
without
limitation, (i) all legal costs and expenses and all due diligence
costs and
expenses associated with an evaluation of the potential termination
of Wells
Fargo Bank as a Servicer as a result of an event of default by
Wells Fargo Bank
as Servicer and (ii) all costs and expenses associated with the
complete
transfer of servicing, including all servicing files and all
servicing data and
the completion, correction or manipulation of such servicing data
as may be
required by the successor servicer to correct any errors or
insufficiencies in
the servicing data or otherwise to enable the successor servicer to
service the
Mortgage Loans in accordance with the Wells Fargo Bank Servicing
Agreement) are
not fully and timely reimbursed by Wells Fargo Bank as a Servicer,
the Trustee
shall be entitled to reimbursement of such costs and expenses from
the
Certificate Account. If the Master Servicer or Trustee terminates
an Other
Servicing Agreement, the Trustee may enter into a substitute
Servicing Agreement
with the Master Servicer or, at the Master Servicer's nomination,
with another
mortgage loan service company acceptable to the Trustee, the Master
Servicer and
each Rating Agency under which the Master Servicer or such
substitute servicer,
as the case may be, shall assume, satisfy, perform and carry out
all
liabilities, duties, responsibilities and obligations that are to
be, or
otherwise were to have been, satisfied, performed and carried out
by such
Servicer under such terminated Servicing Agreement. If the Trustee
terminates
the Wells Fargo Bank Servicing Agreement, the Trustee shall enter
into a
substitute Servicing Agreement with another mortgage loan service
company
acceptable to the Trustee and each Rating Agency under which such
substitute
servicer shall assume, satisfy, perform and carry out all
liabilities, duties,
responsibilities and obligations that are to be, or otherwise were
to have been,
satisfied, performed and carried out by Wells Fargo Bank, in its
capacity as
Servicer, under such terminated Servicing Agreement. It is
understood and
acknowledged by the parties hereto that there will be a period of
transition not
to exceed ninety (90) days before the servicing functions can be
transferred to
such substitute servicer. Until such time as the Trustee enters
into a
substitute servicing agreement with respect to the Mortgage Loans
previously
serviced by an Other Servicer and the transition period relating to
the transfer
of such servicing expires, the Master Servicer shall assume,
satisfy, perform
and carry out all obligations which otherwise were to have been
satisfied,
performed and carried out by an Other Servicer under its terminated
Servicing
Agreement. However, in no event shall the Master Servicer be deemed
to have
assumed the obligations of a Servicer to advance payments of
principal and
interest on a delinquent Mortgage Loan in excess of the Master
Servicer's
independent Periodic Advance obligation under Section 3.03 of this
Agreement. As
compensation for the Master Servicer of any servicing obligations
fulfilled or
assumed by the Master Servicer, the Master Servicer shall be
entitled to any
servicing compensation to which a Servicer would have been entitled
if the
Servicing Agreement with such Servicer had not been terminated.
Section 3.10 Application of Net Liquidation Proceeds.
For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and
unpaid interest
on the related Mortgage Loan and then to the unpaid principal
balance thereof.
Section 3.11 Assessment of Servicing Compliance; Registered
Public
Accounting Firm Attestation Reports.
(a) The Master Servicer, at its own expense, shall furnish to
the
Depositor, and the Trustee, any Special Servicer (if applicable)
and the
Custodian, at their own expense, shall furnish, or otherwise make
available, and
shall cause any Servicing Function Participant engaged by any such
party to
furnish, and the Master Servicer shall use reasonable effort to
cause each
Servicer to furnish with respect to such Servicer and each
Servicing Function
Participant engaged by such Servicer and identified to the Master
Servicer, at
such party's expense, to the Master Servicer, not later than March
5 of each
year, or if such day is not a Business Day, the next Business Day
(with a 10 day
cure period, but in no event later than March 15), commencing in
March 2007, a
copy of a report, followed by a hard copy to the Master Servicer
within 10
calendar days, signed by an authorized officer of the Master
Servicer, the
Trustee, the Custodian, the Servicing Function Participant, the
Special Servicer
(if applicable) or the applicable Servicer, as applicable, on
assessment of
compliance with, at a minimum, the Relevant Servicing Criteria that
contains:
(i) a statement by such party of its responsibility for
assessing
compliance
with the Servicing Criteria applicable to it;
(ii) a statement that such party used the Servicing Criteria
applicable
to it to
assess compliance with the Servicing Criteria;
(iii) such party's assessment of compliance with the Servicing
Criteria
applicable
to it as of and for the preceding fiscal year, including, if
there had
been any material instance of noncompliance with the Servicing
Criteria
applicable to it, identifying each such failure and the nature
and status thereof;
and
(iv) a statement that a registered public accounting firm has
issued an
attestation report on such party's assessment of compliance with
the
Servicing
Criteria applicable to it as of and for the preceding fiscal
year.
No later than 30 days following the end of each fiscal year, the
Master
Servicer shall forward to the Depositor the name of each Servicing
Function
Participant engaged by it and what Relevant Servicing Criteria will
be addressed
in the report on assessment of compliance prepared by such
Servicing Function
Participant. When the Master Servicer submits its assessments to
the Depositor,
it will also at such time include the assessment (and attestation
pursuant to
Section 3.11(b)) of each Servicing Function Participant engaged by
it.
No later than 30 days following the end of each fiscal year, each
of
the Trustee, any Special Servicer (if applicable) and the Custodian
(so long as
the Custodian is not the Master Servicer) shall forward to the
Master Servicer
the name of each Servicing Function Participant engaged by it and
what Relevant
Servicing Criteria will be addressed in the report on assessment of
compliance
prepared by such Servicing Function Participant. When the Trustee,
any Special
Servicer (if applicable) and the Custodian (so long as the
Custodian is not the
Master Servicer) submit their assessments to the Master Servicer,
each such
party will also at such time include the assessment (and
attestation pursuant to
Section 3.11(b)) of each Servicing Function Participant engaged by
it.
The Master Servicer shall confirm that the assessments address
the
Relevant Servicing Criteria for each party as set forth on Exhibit
R or in the
applicable Servicing Agreement or the applicable Special Servicing
Agreement and
shall notify the Depositor of any exceptions and deliver the
assessment of
compliance containing such exceptions. Promptly after receipt of
each such
report on assessment of compliance, the Depositor shall review each
such report
and, if applicable, consult with the Master Servicer, the Trustee,
the
Custodian, any Special Servicer (if applicable) and any Servicing
Function
Participant as to the nature of any material instance of
noncompliance with the
Relevant Servicing Criteria by the Master Servicer, the Trustee,
the Custodian,
any Servicer, any Special Servicer (if applicable), or any
Servicing Function
Participant engaged by such parties.
(b) The Master Servicer, at its own expense, shall cause a
registered
public accounting firm which is a member of the Institute of
Certified Public
Accountants to furnish to the Depositor, and each of the Trustee,
the Custodian
and any Special Servicer (if applicable) at their own expense,
shall cause, and
shall cause any Servicing Function Participant engaged by any such
party, at
such party's expense, to cause, and the Master Servicer shall use
reasonable
efforts to cause each Servicer, at such Servicer's expense, with
respect to such
Servicer and each Servicing Function Participant engaged by such
Servicer and
identified to the Master Servicer, to cause a registered public
accounting firm
which is a member of the Institute of Certified Public Accountants
to furnish to
the Master Servicer, not later than 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, an
electronic report
(with a hard copy to follow within 10 calendar days) to the effect
that (i) it
has obtained a representation regarding certain matters from the
management of
such party, which includes an assertion that such party has
complied with the
Relevant Servicing Criteria, and (ii) on the basis of an
examination conducted
by such firm in accordance with standards for attestation
engagements issued or
adopted by the Public Company Accounting Oversight Board, it is
expressing an
opinion as to whether such party's assessment of compliance with
the Relevant
Servicing Criteria was fairly stated in all material respects, or
it cannot
express an overall opinion regarding such party's assessment of
compliance with
the Relevant Servicing Criteria. In the event that an overall
opinion cannot be
expressed, such registered public accounting firm shall state in
such report why
it was unable to express such an opinion. Such report must be
available for
general use and not contain restricted use language. If requested
by the Master
Servicer or the Depositor, such report shall contain or be
accompanied by a
consent of such accounting firm to inclusion or incorporation of
such report in
the Depositor's Registration Statement on Form S-3 relating to the
Certificates
and the Trust's Form 10-K.
Promptly after receipt of such report from the Master Servicer,
the
Depositor shall review the report and, if applicable, consult with
the Master
Servicer if any such report (i) states that the party's assessment
of compliance
was not fairly stated in a material respect or (ii) is unable to
state an
overall opinion.
Promptly after receipt of such report from the Trustee, the
Custodian,
the applicable Servicer, the Special Servicer (if applicable), or
any Servicing
Function Participant engaged by such parties, the Master Servicer
shall review
the report and shall promptly notify the Depositor if any such
report (i) states
that the party's assessment of compliance was not fairly stated in
a material
respect or (ii) is unable to state an overall opinion and the
Depositor shall
promptly review each such report and the Depositor and the Master
Servicer shall
consult with the parties to which such report relates.
The Master Servicer shall make available any report from the
Master
Servicer, the Trustee, the Custodian, the applicable Servicer, the
Special
Servicer (if applicable), or any Servicing Function Participant
furnished
pursuant to Section 3.05 and this Section 3.11, as well as any
documents
incorporated by reference into the Prospectus (to the extent such
documents are
either in its possession or have been filed with the Commission),
to any
Certificateholder requesting such information.
Section 3.12 Exchange Act Reports.
(a) Within 15 days after each Distribution Date, the Master
Servicer
shall prepare, an authorized officer of the Master Servicer shall
sign, and the
Master Servicer shall file with the Commission, on behalf of the
Trust, any Form
10-D required by the Exchange Act, in form and substance as
required by the
Exchange Act. The Master Servicer shall file each Form 10-D with a
copy of the
related Distribution Date Statement attached thereto. Any
disclosure in addition
to the Distribution Date Statement that is required to be included
on Form 10-D
("Additional Form 10-D Disclosure") shall be reported by the
parties set forth
on Exhibit S and directed and approved by the Depositor, and the
Master Servicer
will have no duty or liability for any failure hereunder to
determine or prepare
any Additional Form 10-D Disclosure (other than with respect to
itself) absent
such reporting, direction and approval. If a Form 10-D cannot be
filed on time
or if a previously filed Form 10-D needs to be amended, the Master
Servicer will
follow the procedures set forth in Section 3.12(d). Promptly (but
no later than
1 Business Day) after filing with the Commission, the Master
Servicer will make
available on its internet website a final executed copy of each
Form 10-D.
For so long as the Trust is subject to the Exchange Act
reporting
requirements, within five (5) calendar days (or, solely in the case
of Item 7 of
Exhibit S, the greater of five (5) calendar days or three (3)
Business Days)
after the related Distribution Date, the parties identified on
Exhibit S shall
(i) provide to the Master Servicer and the Depositor, to the extent
known by a
Responsible Officer, in EDGAR-compatible format, or in such other
format as
otherwise agreed upon by the Master Servicer and such party, the
form and
substance of any Additional Form 10-D Disclosure, if applicable and
(ii) include
with such Additional Form 10-D Disclosure, an Additional Disclosure
Notification
in the form attached hereto as Exhibit V, and the Depositor will
approve, as to
form and substance, or disapprove, as the case may be, the
inclusion of the
Additional Form 10-D Disclosure on Form 10-D. The Master Servicer
has no duty
under this Agreement to monitor or enforce the performance by the
parties listed
on Exhibit S of their duties under this paragraph or proactively
solicit or
procure from such parties any Additional Form 10-D Disclosure;
except that the
Master Servicer shall enforce the obligations of the Servicers
under the
Servicing Agreements. After preparing the Form 10-D, if the Form
10-D contains
any Additional Form 10-D Disclosure, the Master Servicer shall
forward
electronically a draft copy of the Form 10-D to the Depositor for
review. Each
party to this Agreement acknowledges that the performance by the
Master Servicer
of its duties under this Section 3.12(a) relating to the timely
preparation and
filing of Form 10-D is contingent upon such parties strictly
observing all
applicable deadlines in the performance of their duties under this
Section
3.12(a). The Master Servicer shall have no liability for any loss,
expense,
damage, claim arising out of or with respect to any failure to
properly prepare
and/or timely file such Form 10-D, where such failure results from
the Master
Servicer's inability or failure to receive, on a timely basis, any
information
from any other party hereto, any Servicer, the Custodian or any
Special Servicer
(if applicable) needed to prepare, arrange for execution or file
such Form 10-D,
not resulting from its own negligence, bad faith or willful
misconduct. The
Depositor will be responsible for any reasonable fees assessed and
expenses
incurred by the Master Servicer in connection with including any
Additional Form
10-D Disclosure on Form 10-D pursuant to this paragraph.
(b) Within 90 days after the end of each fiscal year of the Trust
or
such earlier date as may be required by the Exchange Act (it being
understood
that the fiscal year for the Trust ends on December 31st of each
year),
commencing in March 2007, the Master Servicer shall prepare, a
senior officer of
the Master Servicer in charge of the master servicing function
shall sign, and
the Master Servicer shall file with the Commission, on behalf of
the Trust, a
Form 10-K, in form and substance as required by the Exchange Act.
Each such Form
10-K shall include the following items, in each case to the extent
they have
been delivered to the Master Servicer within the applicable
timeframes set forth
in this Agreement, the related Servicing Agreements, the Custodial
Agreement or,
if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any
Additional
Master Servicer and each Servicer, as described under Section
3.05;
(ii) (A) the annual reports on assessment of compliance with
servicing
criteria
for the Master Servicer, the Trustee, each Servicer, the
Custodian,
any Special Servicer (if applicable), and each Servicing
Function
Participant, as described under Section 3.11(a), and (B) if any
party's
report on assessment of compliance with Servicing Criteria
described
under Section 3.11(a) identifies any material instance of
noncompliance, disclosure identifying such instance of
noncompliance, or
if any
party's report on assessment of compliance with servicing
criteria
described
under Section 3.11(a) is not included as an exhibit to such
Form
10-K,
disclosure that such report is not included and an explanation
of
why such
report is not included;
(iii) (A) the registered public accounting firm attestation report
for
each of
the Master Servicer, the Trustee, each Servicer, the Custodian,
any
Special Servicer (if applicable), and each Servicing Function
Participant, as described under Section 3.11(b), and (B) if any
registered
public
accounting firm attestation report described under Section
3.11(b)
identifies
any material instance of noncompliance, disclosure identifying
such
instance of noncompliance, or if any such registered public
accounting
firm attestation report is not included as an exhibit to such
Form 10-K,
disclosure that such report is not included and an explanation
of why
such report is not included; and
(iv) a certification, signed by a senior officer of the Master
Servicer
in charge
of the master servicing function, in the form attached hereto
as
Exhibit P
or in such other form as may be required by Rules 13a-14 and
15d-14
under the Exchange Act, as applicable, and any directives or
interpretations thereof by the Commission (the "Sarbanes-Oxley
Certification").
Any disclosure or information in addition to (i) through (iv)
above
that is required to be included on Form 10-K ("Additional Form 10-K
Disclosure")
shall, pursuant to the paragraph immediately below, be reported by
the parties
set forth on Exhibit T and directed and approved by the Depositor,
and the
Master Servicer will have no duty or liability for any failure
hereunder to
determine or prepare any Additional Form 10-K Disclosure (other
than with
respect to itself) absent such reporting, direction and approval.
If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to
be amended,
the Master Servicer will follow the procedures set forth in Section
3.12(d).
Promptly (but no later than 1 Business Day) after filing with the
Commission,
the Master Servicer will make available on its internet website a
final executed
copy of each Form 10-K.
No later than March 5 (with a 10 calendar day cure period, but in
no
event later than March 15) of each year that the Trust is subject
to the
Exchange Act reporting requirements, commencing in March 2007, (i)
the parties
identified on Exhibit T shall provide to the Master Servicer and
the Depositor,
to the extent known by a Responsible Officer, in EDGAR-compatible
format, or in
such other format as otherwise agreed upon by the Master Servicer
and such
party, the form and substance of any Additional Form 10-K
Disclosure, if
applicable, and (ii) the parties identified on Exhibit T shall
include with such
Additional Form 10-K Disclosure, an Additional Disclosure
Notification in the
form attached hereto as Exhibit V, and the Depositor will approve,
as to form
and substance, or disapprove, as the case may be, the inclusion of
the
Additional Form 10-K Disclosure on Form 10-K. The Master Servicer
has no duty
under this Agreement to monitor or enforce the performance by the
parties listed
on Exhibit T of their duties under this paragraph or proactively
solicit or
procure from such parties any Additional Form 10-K Disclosure
information;
except that the Master Servicer shall enforce the obligations of
the Servicers
under the Servicing Agreements. The Depositor will be responsible
for any
reasonable fees and expenses assessed or incurred by the Master
Servicer in
connection with including any Additional Form 10-K Disclosure on
Form 10-K
pursuant to this paragraph.
After preparing the Form 10-K, if the Form 10-K contains any
Additional
Form 10-K Disclosure, the Master Servicer shall forward
electronically a draft
copy of the Form 10-K to the Depositor for review. Each party to
this Agreement
acknowledges that the performance by the Master Servicer of its
duties under
this Section 3.12(b) relating to the timely preparation and filing
of Form 10-K
is contingent upon such parties strictly observing all applicable
timeframes in
the performance of their duties under Sections 3.05, 3.11 or this
Section
3.12(b). The Master Servicer shall have no liability for any loss,
expense,
damage, claim arising out of or with respect to any failure to
properly prepare
and/or timely file such Form 10-K, where such failure results from
the Master
Servicer's inability or failure to obtain or receive, on a timely
basis, any
information from any other party hereto, any Servicer, any Special
Servicer (if
applicable) or the Custodian needed to prepare, arrange for
execution or file
such Form 10-K, not resulting from its own negligence, bad faith or
willful
misconduct.
(c) Within four (4) Business Days after the occurrence of an
event
requiring disclosure on Form 8-K (each such event, a "Reportable
Event"), and if
directed by the Depositor, the Master Servicer shall prepare, an
authorized
officer of the Master Servicer shall sign, and the Master Servicer
shall file
with the Commission, on behalf of the Trust, any Form 8-K, as
required by the
Exchange Act, provided that the Depositor shall prepare and file
the initial
Form 8-K in connection with the issuance of the Certificates. Any
disclosure or
information related to a Reportable Event or that is otherwise
required to be
included on Form 8-K ("Form 8-K Disclosure Information") shall,
pursuant to the
paragraph immediately below, be reported by the parties set forth
on Exhibit U
and directed and approved by the Depositor, and the Master Servicer
will have no
duty or liability for any failure hereunder to determine or prepare
any Form 8-K
Disclosure Information (other than with respect to itself) absent
such
reporting, direction and approval. If a Form 8-K cannot be filed on
time or if a
previously filed Form 8-K needs to be amended, the Master Servicer
will follow
the procedures set forth in Section 3.12(d). Promptly (but no later
than 1
Business Day) after filing with the Commission, the Master Servicer
will, make
available on its internet website a final executed copy of each
Form 8-K.
For so long as the Trust is subject to the Exchange Act
reporting
requirements, no later than the end of business on the second
Business Day after
the occurrence of a Reportable Event (i) the parties identified on
Exhibit U
shall provide to the Master Servicer and the Depositor, to the
extent known by a
Responsible Officer, in EDGAR-compatible form, or in such other
form as
otherwise agreed upon by the Master Servicer and such party, the
form and
substance of any Form 8-K Disclosure Information, if applicable,
and (ii) the
parties identified on Exhibit U shall include with such Additional
Form 8-K
Disclosure, an Additional Disclosure Notification in the form
attached hereto as
Exhibit V and the Depositor will approve, as to form and substance,
or
disapprove, as the case may be, the inclusion of the Form 8-K
Disclosure
Information on Form 8-K. The Master Servicer has no duty under this
Agreement to
monitor or enforce the performance by the parties listed on Exhibit
U of their
duties under this paragraph or proactively solicit or procure from
such parties
any Form 8-K Disclosure Information; except that the Master
Servicer shall
enforce the obligations of the Servicers under the Servicing
Agreements. The
Depositor will be responsible for any reasonable fees and expenses
assessed or
incurred by the Master Servicer in connection with including any
Form 8-K
Disclosure Information on Form 8-K pursuant to this paragraph.
After preparing the Form 8-K, the Master Servicer shall forward
electronically a draft copy of the Form 8-K to the Depositor for
review. Each
party to this Agreement acknowledges that the performance by the
Master Servicer
of its duties under this Section 3.12(c) relating to the timely
preparation and
filing of Form 8-K is contingent upon such party strictly observing
all
applicable timeframes in the performance of its duties under this
Section
3.12(c). The Master Servicer shall have no liability for any loss,
expense,
damage, claim arising out of or with respect to any failure to
properly prepare
and/or timely file such Form 8-K, where such failure results from
the Master
Servicer's inability or failure to obtain or receive, on a timely
basis, any
information from any other party hereto, any Servicer, the
Custodian or any
Special Servicer (if applicable) needed to prepare, arrange for
execution or
file such Form 8-K, not resulting from its own negligence, bad
faith or willful
misconduct.
(d) In the event that the Master Servicer is unable to timely file
with
the Commission all or any required portion of any Form 8-K, 10-D or
10-K
required to be filed by this Agreement because required disclosure
information
was either not delivered to it or delivered to it after the
delivery deadlines
set forth in this Agreement or for any other reason, the Master
Servicer will
promptly notify the Depositor and, in the case of Form 10-D or
10-K, the Master
Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule
12b-25 of
the Exchange Act not later than the Business Day following the due
date of the
applicable report. Within five days following the due date of any
Form 10-D as
to which it has filed a Form 12b-25, the Master Servicer shall
prepare, sign and
file the related Form 10-D. Within 15 days following the due date
of any Form
10-K as to which it has filed a Form 12b-25, the Master Servicer
shall prepare,
sign and file the related Form 10-K. In the case of Form 8-K, the
Master
Servicer will, upon receipt of all required Form 8-K Disclosure
Information and
at the direction of the Depositor, include such disclosure
information on the
next Form 10-D. In the event that any previously filed Form 8-K,
10-D or 10-K
needs to be amended, the Master Servicer will notify the Depositor
and each
party whose cooperation is required in connection with the
preparation of such
amendment; provided however that such notice shall not be required
in connection
with an amendment to Form 10-D due to a revision made to any
Distribution Date
Statement. The parties to this Agreement acknowledge that the
performance by the
Master Servicer of its duties under this Section 3.12(d) related to
the timely
preparation and filing of a Form 12b-25 or any amendment to Form
8-K, 10-D or
10-K is contingent upon each such party performing its duties under
this
Section. The Master Servicer shall have no liability for any loss,
expense,
damage, claim arising out of or with respect to any failure to
properly prepare
and/or timely file any such Form 12b-25 or any amendments to Forms
8-K, 10-D or
10-K, where such failure results from the Master Servicer's
inability or failure
to obtain or receive, on a timely basis, any information from any
other party
hereto, any Servicer, the Custodian or any Special Servicer (if
applicable)
needed to prepare, arrange for execution or file such Form 12b-25
or any
amendments to Forms 8-K, 10-D or 10-K, not resulting from its own
negligence,
bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the
Master
Servicer is able to do so under applicable law, the Master Servicer
shall
prepare, an authorized officer of the Master Servicer shall sign,
and the Master
Servicer shall file with the Commission, on behalf of the Trust, a
Form 15
relating to the automatic suspension of reporting in respect of the
Trust under
the Exchange Act. At the beginning of any year after the filing of
a Form 15, if
the number of Certificateholders of record exceeds the number set
forth in
Section 15(d) of the Exchange Act or the regulations promulgated
pursuant
thereto which would cause the Trust to again become subject to the
reporting
requirements of the Exchange Act, the Master Servicer shall
recommence preparing
and filing reports on Form 10-D, 10-K and 8-K as required pursuant
to this
Section.
(f) To the extent the Master Servicer is obligated to give any
notice
to the Depositor pursuant to this Section 3.12, such notice may,
notwithstanding
the provisions of Section 10.05 in this Agreement, be delivered via
facsimile to
301-816-8152 or via electronic mail to
Structuredfinance-frederick@wellsfargo.com.
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions.
(a) On each Distribution Date, the Pool Distribution Amount will
be
applied in the following amounts, to the extent the Pool
Distribution Amount is
sufficient therefor, in the manner and in the order of priority as
follows:
first, to the Classes of Class A Certificates, pro rata, based
upon
their respective Interest Accrual Amounts, in an aggregate amount
up to the
Class A Interest Accrual Amount with respect to such Distribution
Date;
second, to the Classes of Class A Certificates, pro rata, based
upon
their respective Class A Unpaid Interest Shortfalls in an aggregate
amount up to
the Aggregate Class A Unpaid Interest Shortfall;
third, concurrently, to the Class A Certificates (other than the
Class
A-PO Certificates) and the Class A-PO Certificates, pro rata, based
on their
respective Class A Non-PO Optimal Principal Amount and Class A-PO
Optimal
Principal Amount, (1) to the Classes of Class A Certificates (other
than the
Class A-PO Certificates), in an aggregate amount up to the Class A
Non-PO
Optimal Principal Amount, such distribution to be allocated among
such Classes
in accordance with Section 4.01(b) or Section 4.01(c), as
applicable, and (2) to
the Class A-PO Certificates in an amount up to the Class A-PO
Optimal Principal
Amount;
fourth, to the Class A-PO Certificates in an amount up to the
Class
A-PO Deferred Amount from amounts otherwise distributable (without
regard to
this Paragraph fourth) first to the Class B-6 Certificates pursuant
to Paragraph
twenty-second, below, second to the Class B-5 Certificates pursuant
to Paragraph
nineteenth, below, third to the Class B-4 Certificates pursuant to
Paragraph
sixteenth, below, fourth to the Class B-3 Certificates pursuant to
Paragraph
thirteenth, below, fifth to the Class B-2 Certificates pursuant to
Paragraph
tenth below, and sixth to the Class B-1 Certificates pursuant to
Paragraph
seventh below;
fifth, to the Class B-1 Certificates in an amount up to the
Interest
Accrual Amount for the Class B-1 Certificates with respect to such
Distribution
Date
