EXHIBIT 4.1
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WELLS FARGO ASSET SECURITIES CORPORATION
(Depositor)
and
WELLS FARGO BANK, N.A.
(Master Servicer)
and
HSBC BANK USA, NATIONAL ASSOCIATION
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of February 27, 2007
$1,511,338,885.00
Mortgage Pass-Through Certificates
Series 2007-2
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<PAGE>
TABLE OF CONTENTS
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
Reserved.....................................................
Section 4.06
Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer..............................
Section 4.07
Determination of LIBOR.......................................
Section 4.08 Reserve
Fund.................................................
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 Group I-A, Group II-A and Group III-A
Percentages.................................................
Section 11.04 Original Notional
Amount.....................................
Section 11.04(a) Original Class I-A-11 Notional
Amount.....................
Section 11.04(b) Original Class I-A-19 Notional
Amount.....................
Section 11.04(c) Original Class I-A-20 Notional
Amount.....................
Section 11.05 Original Principal Balances of the Classes of Class
A
Certificates................................................
Section 11.06 Original Aggregate Crossed Group and Group III
Non-PO
Principal
Balances..........................................
Section 11.07 Original Aggregate Crossed Group Class A
Percentage..........
Section 11.08 Original Class Cr-B and Class III-B Principal
Balances.......
Section 11.09 Original Principal Balances of the Classes of Class
B
Certificates................................................
Section 11.10 Original Class Cr-B-1 Fractional
Interest....................
Section 11.11 Original Class Cr-B-2 Fractional
Interest....................
Section 11.12 Original Class Cr-B-3 Fractional
Interest....................
Section 11.13 Original Class Cr-B-4 Fractional
Interest....................
Section 11.14 Original Class Cr-B-5 Fractional
Interest....................
Section 11.15 Original Class III-B-1 Fractional
Interest...................
Section 11.16 Original Class III-B-2 Fractional
Interest...................
Section 11.17 Original Class III-B-3 Fractional
Interest...................
Section 11.18 Original Class III-B-4 Fractional
Interest...................
Section 11.19 Original Class III-B-5 Fractional
Interest...................
Section 11.20 Original Class III-B-1
Percentage............................
Section 11.21 Original Class III-B-2
Percentage............................
Section 11.22 Original Class III-B-3
Percentage............................
Section 11.23 Original Class III-B-4
Percentage............................
Section 11.24 Original Class III-B-5
Percentage............................
Section 11.25 Original Class III-B-6
Percentage............................
Section 11.26 Closing
Date.................................................
Section 11.27 Right to
Purchase............................................
Section 11.28 Single
Certificate...........................................
Section 11.29 Servicing Fee
Rate...........................................
Section 11.30 Master Servicing Fee
Rate....................................
SCHEDULE I Applicable
Unscheduled Principal Receipt Period
<PAGE>
EXHIBITS
EXHIBIT A-I-A-1
-
Form of Face of Class I-A-1 Certificate
EXHIBIT A-I-A-2
-
Form of Face of Class I-A-2 Certificate
EXHIBIT A-I-A-3
-
Form of Face of Class I-A-3 Certificate
EXHIBIT A-I-A-4
-
Form of Face of Class I-A-4 Certificate
EXHIBIT A-I-A-5
-
Form of Face of Class I-A-5 Certificate
EXHIBIT A-I-A-6
-
Form of Face of Class I-A-6 Certificate
EXHIBIT A-I-A-7
-
Form of Face of Class I-A-7 Certificate
EXHIBIT A-I-A-8
-
Form of Face of Class I-A-8 Certificate
EXHIBIT A-I-A-9
-
Form of Face of Class I-A-9 Certificate
EXHIBIT A-I-A-10
-
Form of Face of Class I-A-10 Certificate
EXHIBIT A-I-A-11
-
Form of Face of Class I-A-11 Certificate
EXHIBIT A-I-A-12
-
Form of Face of Class I-A-12 Certificate
EXHIBIT A-I-A-13
-
Form of Face of Class I-A-13 Certificate
EXHIBIT A-I-A-14
-
Form of Face of Class I-A-14 Certificate
EXHIBIT A-I-A-15
-
Form
of Face of Class I-A-15 Certificate
EXHIBIT A-I-A-16
-
Form of Face of Class I-A-16 Certificate
EXHIBIT A-I-A-17
-
Form of Face of Class I-A-17 Certificate
EXHIBIT A-I-A-18
-
Form of Face of Class I-A-18 Certificate
EXHIBIT A-I-A-19
-
Form of Face of Class I-A-19 Certificate
EXHIBIT A-I-A-20
-
Form of Face of Class I-A-20 Certificate
EXHIBIT A-I-A-21
-
Form of Face of Class I-A-21 Certificate
EXHIBIT A-I-A-22
-
Form of Face of Class I-A-22 Certificate
EXHIBIT A-I-A-R
-
Form of Face of Class I-A-R Certificate
EXHIBIT A-II-A-1
-
Form of Face of Class II-A-1 Certificate
EXHIBIT A-II-A-2
-
Form of Face of Class II-A-2 Certificate
EXHIBIT A-III-A-1 -
Form
of Face of Class III-A-1 Certificate
EXHIBIT A-III-A-2 -
Form
of Face of Class III-A-2 Certificate
EXHIBIT A-III-A-3 -
Form
of Face of Class III-A-3 Certificate
EXHIBIT A-III-A-4 -
Form
of Face of Class III-A-4 Certificate
EXHIBIT A-III-A-5 -
Form
of Face of Class III-A-5 Certificate
EXHIBIT A-III-A-6 -
Form
of Face of Class III-A-6 Certificate
EXHIBIT A-III-A-PO -
Form
of Face of Class III-A-PO Certificate
EXHIBIT A-A-PO
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Form of Face of Class A-PO Certificate
EXHIBIT Cr-B-1
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Form of Face of Class Cr-B-1 Certificate
EXHIBIT Cr-B-2
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Form of Face of Class Cr-B-2 Certificate
EXHIBIT Cr-B-3
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Form of Face of Class Cr-B-3 Certificate
EXHIBIT Cr-B-4
-
Form of Face of Class Cr-B-4 Certificate
EXHIBIT Cr-B-5
-
Form of Face of Class Cr-B-5 Certificate
EXHIBIT Cr-B-6
-
Form of Face of Class Cr-B-6 Certificate
EXHIBIT III-B-1
-
Form of Face of Class III-B-1 Certificate
EXHIBIT III-B-2
-
Form of Face of Class III-B-2 Certificate
EXHIBIT III-B-3
-
Form of Face of Class III-B-3 Certificate
EXHIBIT III-B-4
-
Form of Face of Class III-B-4 Certificate
EXHIBIT III-B-5
-
Form of Face of Class III-B-5 Certificate
EXHIBIT III-B-6
-
Form of Face of Class III-B-6 Certificate
EXHIBIT C
-
Form of Reverse of Series 2007-2 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
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Letter from Transferor of Residual
Certificate
EXHIBIT J
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Transferee's Letter (Class [Cr-B-4]
[Cr-B-5] [Cr-B-6] [III-B-4] [III-B-5]
[III-B-6] Certificates)
EXHIBIT K
-
List of Recordation States
EXHIBIT L
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Servicing Agreements
EXHIBIT M
-
Form of Special Servicing Agreement
EXHIBIT N
-
Form of Initial Certification of the
Custodian
EXHIBIT O
-
Form of Final Certification of the
Custodian
EXHIBIT P
-
Form of Sarbanes Oxley Certification
EXHIBIT Q
-
Schedule of Pledged Asset Mortgage Loans
EXHIBIT R
-
Servicing Criteria to be Addressed in
Assessment of Compliance
EXHIBIT S
-
Additional Form 10-D Disclosure
EXHIBIT T
-
Additional Form 10-K Disclosure
EXHIBIT U
-
Form 8-K Disclosure Information
EXHIBIT V
-
Additional Disclosure Notification
EXHIBIT W
-
Yield Maintenance Agreement
EXHIBIT X
-
Form of Yield Maintenance Agreement Letter
<PAGE>
This Pooling and Servicing Agreement, dated as of February 27,
2007
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.
Accretion Termination Date: The earlier to occur of (i) the
Distribution Date following the Distribution Date on which the
Principal Balance
of the Class III-A-3 Certificates has been reduced to zero or (ii)
the
Subordination Depletion Date for Group III.
Accrual Certificates: The Class III-A-4 Certificates.
Accrual Distribution Amount: As to any Distribution Date prior
to
the Accretion Termination Date and the Accrual Certificates, an
amount equal to
the sum of (i) the Group III-A Interest Percentage of such
Certificates of the
Current Group III-A Interest Distribution Amount and (ii) the Group
III-A
Interest Shortfall Percentage of such Certificates of the amount
distributed in
respect of the Classes of Group III-A Certificates pursuant to
Paragraph second
clause (C) of Section 4.01(a)(i) on such Distribution Date. As to
any
Distribution Date and the Accrual Certificates on or after the
Accretion
Termination Date, zero.
Additional Form 10-D Disclosure: As defined in Section 3.12(a).
Additional Form 10-K Disclosure: As defined in Section 3.12(b).
Additional Master Servicer: As defined in Section 6.06 (b).
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater of (A) zero and (B) (i)
the Principal
Balance of such Class with respect to such Distribution Date minus
(ii) the
applicable Adjustment Amount for such Distribution Date less the
Principal
Balances for any Classes of Class Cr-B or Class III-B Certificates,
as
applicable, with higher numerical designations.
Adjustment Amount: (1) With respect to the Crossed Groups and
any
Distribution Date, the difference between (A) the sum of the
Aggregate Crossed
Group Non-PO Principal Balance and the Class Cr-B Principal Balance
as of the
related Determination Date and (B) the sum of (i) the sum of the
Aggregate
Crossed Group Non-PO Principal Balance and the Class Cr-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 of
the Crossed
Groups and the Class Cr-B Certificates as principal in accordance
with Section
4.01(a)(i) for such Distribution Date and (2) With respect to Group
III and any
Distribution Date, the difference between (A) the sum of the Group
III-A Non-PO
Principal Balance and the Class III-B Principal Balance as of the
related
Determination Date and (B) the sum of (i) the sum of the Group
III-A Non-PO
Principal Balance and the Class III-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 of such Group (other than the
Class
III-A-PO Certificates) as principal in accordance with Section
4.01(a)(i) for
such Distribution Date; in each case without regard to the provisos
in the
definitions of (x) Class Cr-B-1 Optimal Principal Amount, Class
Cr-B-2 Optimal
Principal Amount, Class Cr-B-3 Optimal Principal Amount, Class
Cr-B-4 Optimal
Principal Amount, Class Cr-B-5 Optimal Principal Amount and Class
Cr-B-6 Optimal
Principal Amount or (y) Class III-B-1 Optimal Principal Amount,
Class III-B-2
Optimal Principal Amount, Class III-B-3 Optimal Principal Amount,
Class III-B-4
Optimal Principal Amount, Class III-B-5 Optimal Principal Amount
and Class
III-B-6 Optimal Principal Amount.
Aggregate Crossed Group Adjusted Pool Amount: With respect to
any
Distribution Date, the sum of the Group I Adjusted Pool Amount and
Group II
Adjusted Pool Amount.
Aggregate Crossed Group Adjusted Pool Amount (Non-PO Portion):
With
respect to any Distribution Date, the sum of the Group I Adjusted
Pool Amount
(Non-PO Portion) and Group II Adjusted Pool Amount (Non-PO
Portion).
Aggregate Crossed Group Class A Percentage: As to any
Distribution
Date, the percentage obtained by dividing (i) the Aggregate Crossed
Group Class
A Non-PO Principal Balance by (ii) the Crossed Group Pool Balance
(Non-PO
Portion).
Aggregate Crossed Group Class A Non-PO Principal Balance: With
respect to any Determination Date, the sum of the Group I-A Non-PO
Principal
Balance and the Group II-A Non-PO Principal Balance.
Aggregate Crossed Group Class A Principal Balance: With respect
to
any Determination Date, the sum of the Group I-A Principal Balance
and Group
II-A Principal Balance.
Aggregate Crossed Group Non-PO Principal Balance: As of any
Determination Date, the sum of the Aggregate Crossed Group Class A
Non-PO
Principal Balance and the Class Cr-B Principal Balance as of such
date.
Aggregate Crossed Group Principal Balance: As of any
Determination
Date, the sum of the Aggregate Crossed Group Class A Principal
Balance and the
Class Cr-B Principal Balance as of such date.
Aggregate Group III Non-PO Principal Balance: As of any
Determination Date, the sum of the Group III-A Non-PO Principal
Balance and the
Class III-B Principal Balance as of such date.
Aggregate Group III Principal Balance: As of any Determination
Date,
the sum of the Group III-A Principal Balance and the Class III-B
Principal
Balance as of such date.
Aggregate Group I-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid
Interest
Shortfalls for the Group I-A Certificates.
Aggregate Group II-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid
Interest
Shortfalls for the Group II-A Certificates.
Aggregate Group III-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid
Interest
Shortfalls for the Group III-A Certificates.
Agreement: This Pooling and Servicing Agreement and all
amendments
and supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to
the
Mortgage Loans serviced by each Servicer and each of the Full
Unscheduled
Principal Receipts and Partial Unscheduled Principal Receipts, the
Unscheduled
Principal Receipt Period specified on Schedule I hereto, as amended
by the
Master Servicer pursuant to Section 10.01(b) hereof.
Apportioned Class Cr-B Principal Distribution Amount: As to any
Distribution Date and any Class of Class Cr-B Certificates, the
product of (i)
the applicable Class B Principal Distribution Amount less the
amount, if any,
that would have been distributable to such Class pursuant to
Section 4.01(a)(ii)
that is used to pay the Class A-PO Deferred Amounts as provided in
Paragraph
fourth of Section 4.01(a)(i) and (ii) the Apportionment Fraction
for such Class.
Apportionment Fraction: As to any Class of Class Cr-B
Certificates
and any Distribution Date occurring prior to the Subordination
Depletion Date
for the Crossed Groups and (i) on or after the Distribution Date on
which the
Group I-A Non-PO Principal Balance has been reduced to zero, a
fraction, the
numerator of which is the applicable Class Cr-B Loan Group I
Optimal Principal
Amount and the denominator of which is the applicable Class B
Optimal Principal
Amount without regard to the proviso thereto or (ii) on or after
the
Distribution Date on which the Group II-A Non-PO Principal Balance
has been
reduced to zero, a fraction, the numerator of which is the
applicable Class Cr-B
Loan Group II Optimal Principal Amount and the denominator of which
is the
applicable Class B Optimal Principal Amount without regard to the
proviso
thereto.
Authenticating Agent: Any authenticating agent appointed by the
Trustee pursuant to Section 8.11. Initially, the Master Servicer
shall be the
Authenticating Agent for the Certificates.
Available Master Servicer Compensation: 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.
Balloon Loan A Mortgage Loan that provides for the payment of
the
unamortized principal balance of such Mortgage Loan in a single
payment at the
maturity of such Mortgage Loan that is greater than the preceding
monthly
payment.
Balloon Payment A payment of the unamortized principal balance of
a
Mortgage Loan in a single payment at the maturity of such Mortgage
Loan that is
greater than the preceding Monthly Payment.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a
Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the
applicable
Servicer has notified the Master Servicer and the Trustee in
writing that such
Servicer is diligently pursuing any remedies that may exist in
connection with
the representations and warranties made regarding the related
Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard
to payments
due thereunder or (B) delinquent payments of principal and interest
under the
related Mortgage Loan and any premiums on any applicable primary
hazard
insurance policy and any related escrow payments in respect of such
Mortgage
Loan are being advanced on a current basis by such Servicer without
giving
effect to any Debt Service Reduction.
Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate,
as reflected
on the books of the Clearing Agency, or on the books of a Person
maintaining an
account with such Clearing Agency (directly or as an indirect
participant, in
accordance with the rules of such Clearing Agency), as the case may
be.
Book-Entry Certificate: Any one of the Class I-A-1
Certificates,
Class I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4
Certificates,
Class I-A-5 Certificates, Class I-A-6 Certificates, Class I-A-7
Certificates,
Class I-A-8 Certificates, Class I-A-9 Certificates, Class I-A-10
Certificates,
Class I-A-11 Certificates, Class I-A-12 Certificates, Class I-A-13
Certificates,
Class I-A-14 Certificates, Class I-A-15 Certificates, Class I-A-16
Certificates,
Class I-A-17 Certificates, Class I-A-18 Certificates, Class I-A-19
Certificates,
Class I-A-20 Certificates, Class I-A-21 Certificates, Class I-A-22
Certificates,
Class II-A-1 Certificates, Class II-A-2 Certificates, Class
III-A-1
Certificates, Class III-A-2 Certificates, Class III-A-3
Certificates, Class
III-A-4 Certificates, Class III-A-5 Certificates, Class III-A-6
Certificates,
Class III-A-PO Certificates, Class A-PO Certificates, Class Cr-B-1
Certificates,
Class Cr-B-2 Certificates, Class Cr-B-3 Certificates, Class Cr-B-4
Certificates,
Class Cr-B-5 Certificates, Class Cr-B-6 Certificates, Class
III-B-1
Certificates, Class III-B-2 Certificates, Class III-B-3
Certificates, Class
III-B-4 Certificates, Class III-B-5 Certificates and Class III-B-6
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 pursuant to Section 3.01 which
shall be
entitled "Certificate Account, Wells Fargo Bank, N.A. as Master
Servicer on
behalf of the Trustee, in trust for the Holders of the Certificates
of the Wells
Fargo Mortgage Backed Securities 2007-2 Trust." The Certificate
Account shall be
an Eligible Account.
Certificate Custodian: Initially, Wells Fargo Bank; thereafter
any
other Certificate Custodian acceptable to The Depository Trust
Company and
selected by the Trustee.
Certificate Register and Certificate Registrar: Respectively,
the
register maintained pursuant to and the registrar provided for in
Section 5.02.
Initially the Certificate Registrar shall be the Master
Servicer.
Certificateholder or Holder: The Person in whose name a
Certificate
is registered in the Certificate Register, except that, solely for
the purposes
of the taking of any action under Articles VII or VIII, any
Certificate
registered in the name of the Master Servicer, a Servicer or any
affiliate
thereof shall be deemed not to be outstanding and the Voting
Interest evidenced
thereby shall not be taken into account in determining whether the
requisite
percentage of Certificates necessary to effect any such action has
been
obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
Class I-A-1 Certificate: Any one of the Certificates executed by
the
Paying Agent and countersigned by the Authenticating Agent in
substantially the
form set forth in Exhibit A-I-A-1 and Exhibit C hereto.
Class I-A-1 Certificateholder: The registered holder of a Class
I-A-1 Certificate.
Class I-A-2 Certificate: Any one of the Certificates executed by
the
Paying Agent and countersigned by the Authenticating Agent in
substantially the
form set forth in Exhibit A-I-A-2 and Exhibit C hereto.
Class I-A-2 Certificateholder: The registered holder of a Class
I-A-2 Certificate.
Class I-A-3 Certificate: Any one of the Certificates executed by
the
Paying Agent and countersigned by the Authenticating Agent in
substantially the
form set forth in Exhibit A-I-A-3 and Exhibit C hereto.
Class I-A-3 Certificateholder: The registered holder of a Class
I-A-3 Certificate.
Class I-A-4 Certificate: Any one of the Certificates executed by
the
Paying Agent and countersigned by the Authenticating Agent in
substantially the
form set forth in Exhibit A-I-A-4 and Exhibit C hereto.
Class I-A-4 Certificateholder: The registered holder of a Class
I-A-4 Certificate.
Class I-A-5 Certificate: Any one of the Certificates executed by
the
Paying Agent and countersigned by the Authenticating Agent in
substantially the
form set forth in Exhibit A-I-A-5 and Exhibit C hereto.
Class I-A-5 Certificateholder: The registered holder of a Class
I-A-5 Certificate.
Class I-A-6 Certificate: Any one of the Certificates executed by
the
Paying Agent and countersigned by the Authenticating Agent in
substantially the
form set forth in Exhibit A-I-A-6 and Exhibit C hereto.
Class I-A-6 Certificateholder: The registered holder of a Class
I-A-6 Certificate.
Class I-A-7 Certificate: Any one of the Certificates executed by
the
Paying Agent and countersigned by the Authenticating Agent in
substantially the
form set forth in Exhibit A-I-A-7 and Exhibit C hereto.
Class I-A-7 Certificateholder: The registered holder of a Class
I-A-7 Certificate.
Class I-A-8 Certificate: Any one of the Certificates executed by
the
Paying Agent and countersigned by the Authenticating Agent in
substantially the
form set forth in Exhibit A-I-A-8 and Exhibit C hereto.
Class I-A-8 Certificateholder: The registered holder of a Class
I-A-8 Certificate.
Class I-A-9 Certificate: Any one of the Certificates executed by
the
Paying Agent and countersigned by the Authenticating Agent in
substantially the
form set forth in Exhibit A-I-A-9 and Exhibit C hereto.
Class I-A-9 Certificateholder: The registered holder of a Class
I-A-9 Certificate.
Class I-A-10 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-I-A-10 and Exhibit C hereto.
Class I-A-10 Certificateholder: The registered holder of a
Class
I-A-10 Certificate.
Class I-A-10 Loss Amount: With respect to any Determination
Date
after the applicable Subordination Depletion Date, the amount, if
any, by which
the Principal Balance of the Class I-A-10 Certificates would be
reduced as a
result of the application of the third sentence of the definition
of Principal
Balance.
Class I-A-10 Pass-Through Rate: With respect to the
Distribution
Date occurring in March 2007, 5.920% per annum. With respect to
each succeeding
Distribution Date, a per annum rate, determined by the Paying Agent
on the
applicable Rate Determination Date, equal to LIBOR plus 0.600%,
subject to a
minimum rate of 0.600% and a maximum rate of 6.000%.
Class I-A-11 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-I-A-11 and Exhibit C hereto.
Class I-A-11 Certificateholder: The registered holder of a
Class
I-A-11 Certificate.
Class I-A-11 Pass-Through Rate: With respect to the
Distribution
Date occurring in March 2007, 0.080% per annum. With respect to
each succeeding
Distribution Date, a per annum rate, determined by the Paying Agent
on the
applicable Rate Determination Date, equal to 5.400% minus LIBOR,
subject to a
minimum rate of 0.000% and a maximum rate of 5.400%.
Class I-A-11 Notional Amount: As to any Distribution Date, an
amount
equal to the Principal Balance of the Class I-A-10
Certificates.
Class I-A-12 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-I-A-12 and Exhibit C hereto.
Class I-A-12 Certificateholder: The registered holder of a
Class
I-A-12 Certificate.
Class I-A-13 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-I-A-13 and Exhibit C hereto.
Class I-A-13 Certificateholder: The registered holder of a
Class
I-A-13 Certificate.
Class I-A-13 Loss Amount: With respect to any Determination
Date
after the applicable Subordination Depletion Date, the amount, if
any, by which
the Principal Balance of the Class I-A-13 Certificates would be
reduced as a
result of the application of the third sentence of the definition
of Principal
Balance.
Class I-A-14 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-I-A-14 and Exhibit C hereto.
Class I-A-14 Certificateholder: The registered holder of a
Class
I-A-14 Certificate.
Class I-A-15 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-I-A-15 and Exhibit C hereto.
Class I-A-15 Certificateholder: The registered holder of a
Class
I-A-15 Certificate.
Class I-A-16 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-I-A-16 and Exhibit C hereto.
Class I-A-16 Certificateholder: The registered holder of a
Class
I-A-16 Certificate.
Class I-A-17 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-I-A-17 and Exhibit C hereto.
Class I-A-17 Certificateholder: The registered holder of a
Class
I-A-17 Certificate.
Class I-A-18 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-I-A-18 and Exhibit C hereto.
Class I-A-18 Certificateholder: The registered holder of a
Class
I-A-18 Certificate.
Class I-A-19 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-I-A-19 and Exhibit C hereto.
Class I-A-19 Certificateholder: The registered holder of a
Class
I-A-19 Certificate.
Class I-A-19 Notional Amount: As to any Distribution Date, an
amount
equal to the sum of the Principal Balances of the Class I-A-14,
Class I-A-15,
Class I-A-16, Class I-A-17 and Class I-A-18 Certificates divided by
24.
Class I-A-20 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-I-A-20 and Exhibit C hereto.
Class I-A-20 Certificateholder: The registered holder of a
Class
I-A-20 Certificate.
Class I-A-20 Notional Amount: As to any Distribution Date, an
amount
equal to the Principal Balance of the Class I-A-8 Certificates
divided by 24.
Class I-A-21 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-I-A-21 and Exhibit C hereto.
Class I-A-21 Certificateholder: The registered holder of a
Class
I-A-21 Certificate.
Class I-A-21 Loss Allocation Amount: With respect to any
Determination Date after the applicable Subordination Depletion
Date the lesser
of (a) the Principal Balance of the Class I-A-21 Certificates with
respect to
such Determination Date prior to any reduction for the Class I-A-21
Loss
Allocation Amount and (b) the Class I-A-10 Loss Amount.
Class I-A-22 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-I-A-22 and Exhibit C hereto.
Class I-A-22 Certificateholder: The registered holder of a
Class
I-A-22 Certificate.
Class I-A-22 Loss Allocation Amount: With respect to any
Determination Date after the applicable Subordination Depletion
Date the lesser
of (a) the Principal Balance of the Class I-A-22 Certificates with
respect to
such Determination Date prior to any reduction for the Class I-A-22
Loss
Allocation Amount and (b) the Class I-A-13 Loss Amount.
Class I-A-L1 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a) hereof.
Class I-A-L8 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a) hereof.
Class I-A-L10 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a) hereof.
Class I-A-L14 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a) hereof.
Class I-A-LPO Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a) hereof.
Class I-A-LR Interest: The residual interest in the Lower-Tier
REMIC, beneficial ownership of which is represented by the Class
I-A-R
Certificate.
Class I-A-LUR Interest: The regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a) hereof.
Class I-A-PO Component: One of the components of the Class A-PO
Certificates.
Class I-A-PO Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum, as to each Group I
Mortgage Loan that
is an Outstanding Mortgage Loan, of the product of (x) the PO
Fraction with
respect to such Group I 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 Group I Mortgage
Loan;
(ii) all Unscheduled Principal Receipts (other than Recoveries)
that
were
received by a Servicer with respect to such Group I 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 Group I 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 Group
I
Mortgage
Loan for which a Group I 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 Group I
Mortgage
Loan for which a Group I Mortgage Loan was substituted; and
(II) the
Class I-A-PO Recovery for such Distribution Date.
Class I-A-PO Recovery: As to any Distribution Date prior to the
applicable Subordination Depletion Date, the lesser of (a) the
Class A-PO
Deferred Amount for the Class I-A-PO Component for such
Distribution Date
(calculated without regard to the Class I-A-PO Recovery for such
Distribution
Date) and (b) an amount equal to the sum as to each Group I
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 Group
I Mortgage Loan and (y) the amount of the Recovery with respect to
such Group I
Mortgage Loan. As to any Distribution Date on or after the
applicable
Subordination Depletion Date, the amount determined in accordance
with clause
(b) above.
Class I-A-R Certificate: The Certificate executed by the Paying
Agent and countersigned by the Authenticating Agent in
substantially the form
set forth in Exhibit A-I-A-R and Exhibit C hereto.
Class I-A-R Certificateholder: The registered holder of the
Class
I-A-R Certificate.
Class I-A-R Interest: The residual interest in the Upper-Tier
REMIC,
beneficial ownership of which is evidenced by the Class I-A-R
Certificate.
Class II-A-1 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-II-A-1 and Exhibit C hereto.
Class II-A-1 Certificateholder: The registered holder of a
Class
II-A-1 Certificate.
Class II-A-1 Loss Amount: With respect to any Determination
Date
after the applicable Subordination Depletion Date, the amount, if
any, by which
the Principal Balance of the Class II-A-1 Certificates would be
reduced as a
result of the application of the third sentence of the definition
of Principal
Balance.
Class II-A-2 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-II-A-2 and Exhibit C hereto.
Class II-A-2 Certificateholder: The registered holder of a
Class
II-A-2 Certificate.
Class II-A-2 Loss Allocation Amount: With respect to any
Determination Date after the applicable Subordination Depletion
Date the lesser
of (a) the Principal Balance of the Class II-A-2 Certificates with
respect to
such Determination Date prior to any reduction for the Class II-A-2
Loss
Allocation Amount and (b) the Class II-A-1 Loss Amount.
Class II-A-L1 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a) hereof.
Class II-A-LPO Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a) hereof.
Class II-A-PO Component: One of the components of the Class
A-PO
Certificates.
Class II-A-PO Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum of, as to each Group II
Mortgage Loan
that is an Outstanding Mortgage Loan, of the product of (x) the PO
Fraction with
respect to such Group II 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 Group II
Mortgage
Loan;
(ii) all Unscheduled Principal Receipts (other than Recoveries)
that
were
received by a Servicer with respect to such Group II 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 Group II 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 Group
II
Mortgage
Loan for which a Group II 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
Group II
Mortgage Loan for which a Group II Mortgage Loan was
substituted;
and
(II) the
Class II-A-PO Recovery for such Distribution Date.
Class II-A-PO Recovery: As to any Distribution Date prior to
the
applicable Subordination Depletion Date, the lesser of (a) the
Class A-PO
Deferred Amount for the Class II-A-PO Component for such
Distribution Date
(calculated without regard to the Class II-A-PO Recovery for such
Distribution
Date) and (b) an amount equal to the sum as to each Group II
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 Group
II Mortgage Loan and (y) the amount of the Recovery with respect to
such Group
II Mortgage Loan. As to any Distribution Date on or after the
applicable
Subordination Depletion Date, the amount determined in accordance
with clause
(b) above.
Class III-A-1 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-III-A-1 and Exhibit C hereto.
Class III-A-1 Certificateholder: The registered holder of a
Class
III-A-1 Certificate.
Class III-A-2 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-III-A-2 and Exhibit C hereto.
Class III-A-2 Certificateholder: The registered holder of a
Class
III-A-2 Certificate.
Class III-A-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-III-A-3 and Exhibit C hereto.
Class III-A-3 Certificateholder: The registered holder of a
Class
III-A-3 Certificate.
Class III-A-3 Loss Amount: With respect to any Determination
Date
after the applicable Subordination Depletion Date, the amount, if
any, by which
the Principal Balance of the Class III-A-3 Certificates would be
reduced as a
result of the application of the third sentence of the definition
of Principal
Balance.
Class III-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-III-A-4 and Exhibit C hereto.
Class III-A-4 Certificateholder: The registered holder of a
Class
III-A-4 Certificate.
Class III-A-5 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-III-A-5 and Exhibit C hereto.
Class III-A-5 Certificateholder: The registered holder of a
Class
III-A-5 Certificate.
Class III-A-6 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit A-III-A-6 and Exhibit C hereto.
Class III-A-6 Certificateholder: The registered holder of a
Class
III-A-6 Certificate.
Class III-A-6 Loss Allocation Amount: With respect to any
Determination Date after the applicable Subordination Depletion
Date the lesser
of (a) the Principal Balance of the Class III-A-6 Certificates with
respect to
such Determination Date prior to any reduction for the Class
III-A-6 Loss
Allocation Amount and (b) the Class III-A-3 Loss Amount.
Class III-A-L1 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a) hereof.
Class III-A-LPO Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a) hereof.
Class III-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-III-A-PO and Exhibit C hereto.
Class III-A-PO Certificateholder: The registered holder of a
Class
III-A-PO Certificate.
Class III-A-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum of, as to each
Group III
Mortgage Loan that is an Outstanding Mortgage Loan, of the product
of (x) the PO
Fraction with respect to such Group III 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 Group III
Mortgage Loan;
(ii) all Unscheduled Principal Receipts (other than Recoveries)
that
were
received by a Servicer with respect to such Group III 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 Group III
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
Group
III
Mortgage Loan for which a Group III 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 Group
III Mortgage Loan for which a Group III Mortgage Loan was
substituted; and
(II) the
Class III-A-PO Recovery for such Distribution Date.
Class III-A-PO Recovery: As to any Distribution Date prior to
the
applicable Subordination Depletion Date, the lesser of (a) the
Class A-PO
Deferred Amount for the Class III-A-PO Certificates for such
Distribution Date
(calculated without regard to the Class III-A-PO Recovery for such
Distribution
Date) and (b) an amount equal to the sum as to each Group III
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 Group
III Mortgage Loan and (y) the amount of the Recovery with respect
to such Group
III Mortgage Loan. As to any Distribution Date on or after the
applicable
Subordination Depletion Date, the amount determined in accordance
with clause
(b) above.
Class III-B Certificate: Any of the Class III-B-1 Certificates,
Class III-B-2 Certificates, Class III-B-3 Certificates, Class
III-B-4
Certificates, Class III-B-5 Certificates, Class III-B-6
Certificates.
Class III-B Interest Accrual Amount: With respect to any
Distribution Date, the sum of the Interest Accrual Amounts for the
Classes of
Class III-B Certificates with respect to such Distribution
Date.
Class III-B Optimal Principal Amount: Any of the Class III-B-1
Optimal Principal Amount, Class III-B-2 Optimal Principal Amount,
Class III-B-3
Optimal Principal Amount, Class III-B-4 Optimal Principal Amount,
Class III-B-5
Optimal Principal Amount or Class III-B-6 Optimal Principal
Amount.
Class III-B Pass-Through Rate: With respect to any Distribution
Date, a per annum rate equal to 5.250%.
Class III-B Principal Balance: With respect to any Distribution
Date, an amount equal to the sum of the Class III-B-1 Principal
Balance, Class
III-B-2 Principal Balance, Class III-B-3 Principal Balance, Class
III-B-4
Principal Balance, Class III-B-5 Principal Balance and Class
III-B-6 Principal
Balance.
Class III-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 III-B-1 and Exhibit C hereto.
Class III-B-1 Certificateholder: The registered holder of a
Class
III-B-1 Certificate.
Class III-B-1 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class III-B-1
Certificates pursuant
to Paragraphs first, second and third of Section 4.01(a)(ii).
Class III-B-1 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest Accrual Amount of the Class
III-B-1
Certificates with respect to such Distribution Date exceeds the
amount
distributed in respect of the Class III-B-1 Certificates on such
Distribution
Date pursuant to Paragraph first of Section 4.01(a)(ii).
Class III-B-1 Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum, as to each Group III
Mortgage Loan
that is an Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction
with respect to such Group III Mortgage Loan and (y) the sum
of:
(i) the Class III-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 III-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 III-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 III-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 III-B-1 Prepayment Percentage of the Non-PO Recovery for
Loan Group
III for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class III-B-1 Optimal
Principal
Amount will equal the lesser of (A) the Class III-B-1 Optimal
Principal Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class III-B-1 Certificates.
Class III-B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group III Subordinated
Percentage by
either (i) if any Class III-B Certificates (other than the Class
III-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 III-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
III-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 III-B
Certificates
(other than the Class III-B-1 Certificates) are not eligible to
receive
distributions of principal in accordance with Section 4.01(d)(i),
one.
Class III-B-1 Prepayment Percentage: As to any Distribution
Date,
the percentage calculated by multiplying the Group III Subordinated
Prepayment
Percentage by either (i) if any Class III-B Certificates (other
than the Class
III-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 III-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
III-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 III-B
Certificates
(other than the Class III-B-1 Certificates) are not eligible to
receive
distributions of principal in accordance with Section 4.01(d)(i),
one.
Class III-B-1 Principal Balance: As to the first Determination
Date,
the Original Class III-B-1 Principal Balance. As of any subsequent
Determination
Date, the Original Class III-B-1 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class III-B-1 Certificates
on prior
Distribution Dates (A) pursuant to Paragraph third of Section
4.01(a)(ii)
(including any principal otherwise payable to the Class III-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 III-B-1 Certificates
are the most
subordinate Class III-B Certificates outstanding, the Class III-B-1
Principal
Balance will equal the difference, if any, between the Group III
Adjusted Pool
Amount (Non-PO Portion) as of the preceding Distribution Date less
the Group
III-A Non-PO Principal Balance as of such Determination Date.
Class III-B-1 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class III-B-1
Certificates
pursuant to Paragraph third of Section 4.01(a)(ii).
Class III-B-1 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the aggregate of the Class
III-B-1 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class III-B-1 Certificates on prior
Distribution
Dates pursuant to Paragraph second of Section 4.01(a)(ii).
Class III-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 III-B-2 and Exhibit C hereto.
Class III-B-2 Certificateholder: The registered holder of a
Class
III-B-2 Certificate.
Class III-B-2 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class III-B-2
Certificates pursuant
to Paragraphs fourth, fifth and sixth of Section 4.01(a)(ii).
Class III-B-2 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest Accrual Amount of the Class
III-B-2
Certificates with respect to such Distribution Date exceeds the
amount
distributed in respect of the Class III-B-2 Certificates on such
Distribution
Date pursuant to Paragraph fourth of Section 4.01(a)(ii).
Class III-B-2 Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum, as to each Group III
Mortgage Loan
that is an Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction
with respect to such Group III Mortgage Loan and (y) the sum
of:
(i) the Class III-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 III-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 III-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 III-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 III-B-2 Prepayment Percentage of the Non-PO Recovery for
Loan Group
III for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class III-B-2 Optimal
Principal
Amount will equal the lesser of (A) the Class III-B-2 Optimal
Principal Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class III-B-2 Certificates.
Class III-B-2 Percentage: As to any Distribution Date, except as
set
forth in the next sentence, the percentage calculated by
multiplying (i) the
Group III Subordinated Percentage by (ii) a fraction, the numerator
of which is
the Class III-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 III-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 III-B-2 Certificates are not eligible
to receive
distributions of principal in accordance with Section 4.01(d)(i),
the Class
III-B-2 Percentage for such Distribution Date will be zero.
Class III-B-2 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage calculated
by
multiplying (i) the Group III Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class III-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 III-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
III-B-2
Certificates are not eligible to receive distributions of principal
in
accordance with Section 4.01(d)(i), the Class III-B-2 Prepayment
Percentage for
such Distribution Date will be zero.
Class III-B-2 Principal Balance: As to the first Determination
Date,
the Original Class III-B-2 Principal Balance. As of any subsequent
Determination
Date, the Original Class III-B-2 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class III-B-2 Certificates
on prior
Distribution Dates (A) pursuant to Paragraph sixth of Section
4.01(a)(ii)
(including any principal otherwise payable to the Class III-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 III-B-2 Certificates
are the most
subordinate Class III-B Certificates outstanding, the Class III-B-2
Principal
Balance will equal the difference, if any, between the Group III
Adjusted Pool
Amount (Non-PO Portion) as of the preceding Distribution Date less
the sum of
the Group III-A Non-PO Principal Balance and the Class III-B-1
Principal Balance
as of such Determination Date.
Class III-B-2 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class III-B-2
Certificates
pursuant to Paragraph sixth of Section 4.01(a)(ii).
Class III-B-2 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the aggregate of the Class
III-B-2 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class III-B-2 Certificates on prior
Distribution
Dates pursuant to Paragraph fifth of Section 4.01(a)(ii).
Class III-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 III-B-3 and Exhibit C hereto.
Class III-B-3 Certificateholder: The registered holder of a
Class
III-B-3 Certificate.
Class III-B-3 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class III-B-3
Certificates pursuant
to Paragraphs seventh, eighth and ninth of Section 4.01(a)(ii).
Class III-B-3 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest Accrual Amount of the Class
III-B-3
Certificates with respect to such Distribution Date exceeds the
amount
distributed in respect of the Class III-B-3 Certificates on such
Distribution
Date pursuant to Paragraph seventh of Section 4.01(a)(ii).
Class III-B-3 Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum, as to each Group III
Mortgage Loan
that is an Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction
with respect to such Group III Mortgage Loan and (y) the sum
of:
(i) the Class III-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 III-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 III-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 III-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 III-B-3 Prepayment Percentage of the Non-PO Recovery for
Loan Group
III for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class III-B-3 Optimal
Principal
Amount will equal the lesser of (A) the Class III-B-3 Optimal
Principal Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class III-B-3 Certificates.
Class III-B-3 Percentage: As to any Distribution Date, except as
set
forth in the next sentence, the percentage calculated by
multiplying (i) the
Group III Subordinated Percentage by (ii) a fraction, the numerator
of which is
the Class III-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 III-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 III-B-3 Certificates are not eligible
to receive
distributions of principal in accordance with Section 4.01(d)(i),
the Class
III-B-3 Percentage for such Distribution Date will be zero.
Class III-B-3 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage calculated
by
multiplying (i) the Group III Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class III-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 III-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
III-B-3
Certificates are not eligible to receive distributions of principal
in
accordance with Section 4.01(d)(i), the Class III-B-3 Prepayment
Percentage for
such Distribution Date will be zero.
Class III-B-3 Principal Balance: As to the first Determination
Date,
the Original Class III-B-3 Principal Balance. As of any subsequent
Determination
Date, the Original Class III-B-3 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class III-B-3 Certificates
on prior
Distribution Dates (A) pursuant to Paragraph ninth of Section
4.01(a)(ii)
(including any principal otherwise payable to the Class III-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 III-B-3 Certificates
are the most
subordinate Class III-B Certificates outstanding, the Class III-B-3
Principal
Balance will equal the difference, if any, between the Group III
Adjusted Pool
Amount (Non-PO Portion) as of the preceding Distribution Date less
the sum of
the Group III-A Non-PO Principal Balance, the Class III-B-1
Principal Balance
and the Class III-B-2 Principal Balance as of such Determination
Date.
Class III-B-3 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class III-B-3
Certificates
pursuant to Paragraph ninth of Section 4.01(a)(ii).
Class III-B-3 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the aggregate of the Class
III-B-3 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class III-B-3 Certificates on prior
Distribution
Dates pursuant to Paragraph eighth of Section 4.01(a)(ii).
Class III-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 III-B-4 and Exhibit C hereto.
Class III-B-4 Certificateholder: The registered holder of a
Class
III-B-4 Certificate.
Class III-B-4 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class III-B-4
Certificates pursuant
to Paragraphs tenth, eleventh, and twelfth of Section
4.01(a)(ii).
Class III-B-4 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest Accrual Amount of the Class
III-B-4
Certificates with respect to such Distribution Date exceeds the
amount
distributed in respect of the Class III-B-4 Certificates on such
Distribution
Date pursuant to Paragraph tenth of Section 4.01(a)(ii).
Class III-B-4 Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum, as to each Group III
Mortgage Loan
that is an Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction
with respect to such Mortgage Loan and (y) the sum of:
(i) the Class III-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 III-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 III-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 III-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 III-B-4 Prepayment Percentage of the Non-PO Recovery for
Loan Group
III for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class III-B-4 Optimal
Principal
Amount will equal the lesser of (A) the Class III-B-4 Optimal
Principal Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class III-B-4 Certificates.
Class III-B-4 Percentage: As to any Distribution Date, except as
set
forth in the next sentence, the percentage calculated by
multiplying (i) the
Group III Subordinated Percentage by (ii) a fraction, the numerator
of which is
the Class III-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 III-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 III-B-4 Certificates are not eligible
to receive
distributions of principal in accordance with Section 4.01(d)(i),
the Class
III-B-4 Percentage for such Distribution Date will be zero.
Class III-B-4 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage calculated
by
multiplying (i) the Group III Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class III-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
III-B-4
Certificates are not eligible to receive distributions of principal
in
accordance with Section 4.01(d)(i), the Class III-B-4 Prepayment
Percentage for
such Distribution Date will be zero.
Class III-B-4 Principal Balance: As to the first Determination
Date,
the Original Class III-B-4 Principal Balance. As of any subsequent
Determination
Date, the Original Class III-B-4 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class III-B-4 Certificates
on prior
Distribution Dates (A) pursuant to Paragraph twelfth of Section
4.01(a)(ii)
(including any principal otherwise payable to the Class III-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 III-B-4 Certificates
are the most
subordinate Class III-B Certificates outstanding, the Class III-B-4
Principal
Balance will equal the difference, if any, between the Group III
Adjusted Pool
Amount (Non-PO Portion) as of the preceding Distribution Date less
the sum of
the Group III-A Non-PO Principal Balance, the Class III-B-1
Principal Balance,
the Class III-B-2 Principal Balance and the Class III-B-3 Principal
Balance as
of such Determination Date.
Class III-B-4 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class III-B-4
Certificates
pursuant to Paragraph twelfth of Section 4.01(a)(ii).
Class III-B-4 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the aggregate of the Class
III-B-4 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class III-B-4 Certificates on prior
Distribution
Dates pursuant to Paragraph eleventh of Section 4.01(a)(ii).
Class III-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 III-B-5 and Exhibit C hereto.
Class III-B-5 Certificateholder: The registered holder of a
Class
III-B-5 Certificate.
Class III-B-5 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class III-B-5
Certificates pursuant
to Paragraphs thirteenth, fourteenth and fifteenth of Section
4.01(a)(ii).
Class III-B-5 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest Accrual Amount of the Class
III-B-5
Certificates with respect to such Distribution Date exceeds the
amount
distributed in respect of the Class III-B-5 Certificates on such
Distribution
Date pursuant to Paragraph thirteenth of Section 4.01(a)(ii).
Class III-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 Group III Class III-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 Group III Class III-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 Group III Class III-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 Group III Class III-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 III-B-5 Prepayment Percentage of the Non-PO Recovery for
Loan Group
III for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class III-B-5 Optimal
Principal
Amount will equal the lesser of (A) the Class III-B-5 Optimal
Principal Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class III-B-5 Certificates.
Class III-B-5 Percentage: As to any Distribution Date, except as
set
forth in the next sentence, the percentage calculated by
multiplying (i) the
Group III Subordinated Percentage by (ii) a fraction, the numerator
of which is
the Class III-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 III-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 III-B-5 Certificates are not eligible
to receive
distributions of principal in accordance with Section 4.01(d)(i),
the Class
III-B-5 Percentage for such Distribution Date will be zero.
Class III-B-5 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage calculated
by
multiplying (i) the Group III Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class III-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 III-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
III-B-5
Certificates are not eligible to receive distributions of principal
in
accordance with Section 4.01(d)(i), the Class III-B-5 Prepayment
Percentage for
such Distribution Date will be zero.
Class III-B-5 Principal Balance: As to the first Determination
Date,
the Original Class III-B-5 Principal Balance. As of any subsequent
Determination
Date, the Original Class III-B-5 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class III-B-5 Certificates
on prior
Distribution Dates (A) pursuant to Paragraph fifteenth of Section
4.01(a)(ii)
(including any principal otherwise payable to the Class III-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 III-B-5 Certificates
are the most
subordinate Class III-B Certificates outstanding, the Class III-B-5
Principal
Balance will equal the difference, if any, between the Group III
Adjusted Pool
Amount (Non-PO Portion) as of the preceding Distribution Date less
the sum of
the Group III-A Non-PO Principal Balance, the Class III-B-1
Principal Balance,
the Class III-B-2 Principal Balance, the Class III-B-3 Principal
Balance and the
Class III-B-4 Principal Balance as of such Determination Date.
Class III-B-5 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class III-B-5
Certificates
pursuant to Paragraph fifteenth of Section 4.01(a)(ii).
Class III-B-5 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the aggregate of the Class
III-B-5 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class III-B-5 Certificates on prior
Distribution
Dates pursuant to Paragraph fourteenth of Section 4.01(a)(ii).
Class III-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 III-B-6 and Exhibit C hereto.
Class III-B-6 Certificateholder: The registered holder of a
Class
III-B-6 Certificate.
Class III-B-6 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class III-B-6
Certificates pursuant
to Paragraphs sixteenth, seventeenth and eighteenth of Section
4.01(a)(ii).
Class III-B-6 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest Accrual Amount of the Class
III-B-6
Certificates with respect to such Distribution Date exceeds the
amount
distributed in respect of the Class III-B-6 Certificates on such
Distribution
Date pursuant to Paragraph sixteenth of Section 4.01(a)(ii).
Class III-B-6 Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum, as to each Group III
Mortgage Loan
that is an Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction
with respect to such Mortgage Loan and (y) the sum of:
(i) the Class III-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 III-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 III-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
III-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 III-B-6 Prepayment Percentage of the Non-PO Recovery for
Loan Group
III for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class III-B-6 Optimal
Principal
Amount will equal the lesser of (A) the Class III-B-6 Optimal
Principal Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class III-B-6 Certificates.
Class III-B-6 Percentage: As to any Distribution Date, except as
set
forth in the next sentence, the percentage calculated by
multiplying (i) the
Group III Subordinated Percentage by (ii) a fraction, the numerator
of which is
the Class III-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 III-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 III-B-6 Certificates are not eligible
to receive
distributions of principal in accordance with Section 4.01(d)(i),
the Class
III-B-6 Percentage for such Distribution Date will be zero.
Class III-B-6 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage calculated
by
multiplying (i) the Group III Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class III-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 III-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
III-B-6
Certificates are not eligible to receive distributions of principal
in
accordance with Section 4.01(d)(i), the Class III-B-6 Prepayment
Percentage for
such Distribution Date will be zero.
Class III-B-6 Principal Balance: As to the first Determination
Date,
the Original Class III-B-6 Principal Balance. As of any subsequent
Determination
Date, the Original Class III-B-6 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class III-B-6 Certificates
on prior
Distribution Dates pursuant to Paragraph eighteenth of Section
4.01(a)(ii)
(including any principal otherwise payable to the Class III-B-6
Certificates
used to pay any Class A-PO Deferred Amounts); provided, however, if
the Class
III-B-6 Certificates are outstanding, the Class III-B-6 Principal
Balance will
equal the difference, if any, between the Group III Adjusted Pool
Amount (Non-PO
Portion) as of the preceding Distribution Date less the sum of the
Group III-A
Non-PO Principal Balance, the Class III-B-1 Principal Balance, the
Class III-B-2
Principal Balance, the Class III-B-3 Principal Balance, the Class
III-B-4
Principal Balance and the Class III-B-5 Principal Balance as of
such
Determination Date.
Class III-B-6 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class III-B-6
Certificates
pursuant to Paragraph eighteenth of Section 4.01(a)(ii).
Class III-B-6 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the aggregate of the Class
III-B-6 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class III-B-6 Certificates on prior
Distribution
Dates pursuant to Paragraph seventeenth of Section 4.01(a)(ii).
Class III-B-L1 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a) hereof.
Class III-B-L2 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a) hereof.
Class III-B-L3 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a) hereof.
Class III-B-L4 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a) hereof.
Class III-B-L5 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a) hereof.
Class III-B-L6 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a) hereof.
Class A Certificate: Any of the Group I-A Certificates, Group
II-A
Certificates, Group III-A Certificates or the Class A-PO
Certificates.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Pass-Through Rate: As to the Class I-A-1, Class I-A-2,
Class
I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class
I-A-9, Class
I-A-12, Class I-A-13, Class I-A-19, Class I-A-20, Class I-A-21,
Class I-A-22 and
Class I-A-R Certificates, 6.000%. As to the Class I-A-8, Class
I-A-14, Class
I-A-15, Class I-A-16, Class I-A-17 and Class I-A-18 Certificates,
5.750%. As to
the Class II-A-1 and Class II-A-2 Certificates, 6.000%. As to the
Class III-A-1,
Class III-A-2, Class III-A-3, Class III-A-4, Class III-A-5 and
Class III-A-6
Certificates, 5.250%. As to the Class I-A-10 and Class I-A-11
Certificates, the
Class I-A-10 Pass-Through Rate and Class I-A-11 Pass-Through Rate,
respectively.
The Class A-PO and Class III-A-PO Certificates are not entitled to
interest and
have no Class A Pass-Through Rate.
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-A-PO and Exhibit C hereto.
Class A-PO Certificateholder: The registered holder of a Class
A-PO
Certificate.
Class A-PO Component: Either the Class I-A-PO Component or
Class
II-A-PO Component.
Class A-PO Deferred Amount: For any Distribution Date prior to
the
applicable Subordination Depletion Date and any Class A-PO
Component with
respect to a Crossed Group and the Class III-A-PO Certificates with
respect to
Group III, the difference between (A) the sum of (x) the amount by
which the sum
of the Class A-PO Optimal Principal Amount for the related Group
for all prior
Distribution Dates exceeded the amounts distributed on the Class
A-PO
Certificates with respect to the related Class A-PO Component or
the Class
III-A-PO Certificates on such prior Distribution Dates pursuant to
Paragraph
third clause (A), clause (B) or clause (C), as applicable, of
Section 4.01(a)(i)
and (y) the sum of the product for each Discount Mortgage Loan in
the related
Loan Group 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 such Class A-PO Component's PO Recoveries or the Class
III-A-PO
Recoveries for such Distribution Date and prior Distribution Dates
and (y)
amounts distributed on the Class A-PO Certificates with respect to
such Class
A-PO Component or the Class III-A-PO Certificates on prior
Distribution Dates
pursuant to Paragraph fourth clause (A), clause (B) or clause (C),
as
applicable, of Section 4.01(a)(i). On and after the applicable
Subordination
Depletion Date, the Class A-PO Deferred Amount for each Class A-PO
Component or
the Class III-A-PO Certificates will be zero. No interest will
accrue on any
Class A-PO Deferred Amount.
Class A-PO Optimal Principal Amount: For Group I, the Class
I-A-PO
Optimal Principal Amount, for Group II, the Class II-A-PO Optimal
Principal
Amount and for Group III, the Class III-A-PO Optimal Principal
Amount.
Class A Unpaid Interest Shortfall: As to any Distribution Date
and
any Class of Class A Certificates of a Group, the amount, if any,
by which the
aggregate of the Group I-A Interest Shortfall Amounts, the Group
II-A Interest
Shortfall Amounts or the Group III-A Interest Shortfall Amounts, as
applicable,
for such Class (or in the case of the Accrual Certificates prior to
the
Accretion Termination Date, the amount included in the Accrual
Distribution
Amount pursuant to clause (ii) of the definition thereof) for prior
Distribution
Dates is in excess of the amounts distributed in respect of such
Class on prior
Distribution Dates pursuant to Paragraph second clause (A), (B) or
(C), as
applicable, of Section 4.01(a)(i).
Class B Certificate: Any of the Class Cr-B-1 Certificates,
Class
Cr-B-2 Certificates, Class Cr-B-3 Certificates, Class Cr-B-4
Certificates, Class
Cr-B-5 Certificates, Class Cr-B-6 Certificates, Class III-B-1
Certificates,
Class III-B-2 Certificates, Class III-B-3 Certificates, Class
III-B-4
Certificates, Class III-B-5 Certificates or Class III-B-6
Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class Cr-B-1
Distribution
Amount, Class Cr-B-2 Distribution Amount, Class Cr-B-3 Distribution
Amount,
Class Cr-B-4 Distribution Amount, Class Cr-B-5 Distribution Amount,
Class Cr-B-6
Distribution Amount, Class III-B-1 Distribution Amount, Class
III-B-2
Distribution Amount, Class III-B-3 Distribution Amount, Class
III-B-4
Distribution Amount, Class III-B-5 Distribution Amount or Class
III-B-6
Distribution Amount.
Class B Interest Percentage: With respect to any Distribution
Date
and any Class of Class B Certificates, the percentage calculated by
dividing the
Interest Accrual Amount of such Class (determined without regard to
clause (ii)
of the definition thereof) by the Class Cr-B Interest Accrual
Amount or the
Class III-B Interest Accrual Amount, as applicable (determined
without regard to
clause (ii) of the definition of each Interest Accrual Amount).
Class B Interest Shortfall Amount: Any of the Class Cr-B-1
Interest
Shortfall Amount, Class Cr-B-2 Interest Shortfall Amount, Class
Cr-B-3 Interest
Shortfall Amount, Class Cr-B-4 Interest Shortfall Amount, Class
Cr-B-5 Interest
Shortfall Amount, Class Cr-B-6 Interest Shortfall Amount, Class
III-B-1 Interest
Shortfall Amount, Class III-B-2 Interest Shortfall Amount, Class
III-B-3
Interest Shortfall Amount, Class III-B-4 Interest Shortfall Amount,
Class
III-B-5 Interest Shortfall Amount or Class III-B-6 Interest
Shortfall Amount.
Class B Optimal Principal Amount: Any of the Class Cr-B-1
Optimal
Principal Amount, Class Cr-B-2 Optimal Principal Amount, Class
Cr-B-3 Optimal
Principal Amount, Class Cr-B-4 Optimal Principal Amount, Class
Cr-B-5 Optimal
Principal Amount, Class Cr-B-6 Optimal Principal Amount, Class
III-B-1 Optimal
Principal Amount, Class III-B-2 Optimal Principal Amount, Class
III-B-3 Optimal
Principal Amount, Class III-B-4 Optimal Principal Amount, Class
III-B-5 Optimal
Principal Amount or Class III-B-6 Optimal Principal Amount.
Class B Pass-Through Rate: Either the Class Cr-B Pass-Through
Rate
or the Class III-B Pass-Through Rate.
Class B Principal Distribution Amount: Any of the Class Cr-B-1
Principal Distribution Amount, Class Cr-B-2 Principal Distribution
Amount, Class
Cr-B-3 Principal Distribution Amount, Class Cr-B-4 Principal
Distribution
Amount, Class Cr-B-5 Principal Distribution Amount, Class Cr-B-6
Principal
Distribution Amount, Class III-B-1 Principal Distribution Amount,
Class III-B-2
Principal Distribution Amount, Class III-B-3 Principal Distribution
Amount,
Class III-B-4 Principal Distribution Amount, Class III-B-5
Principal
Distribution Amount or Class III-B-6 Principal Distribution
Amount.
Class B Unpaid Interest Shortfall: Any of the Class Cr-B-1
Unpaid
Interest Shortfall, Class Cr-B-2 Unpaid Interest Shortfall, Class
Cr-B-3 Unpaid
Interest Shortfall, Class Cr-B-4 Unpaid Interest Shortfall, Class
Cr-B-5 Unpaid
Interest Shortfall, Class Cr-B-6 Unpaid Interest Shortfall, Class
III-B-1 Unpaid
Interest Shortfall, Class III-B-2 Unpaid Interest Shortfall, Class
III-B-3
Unpaid Interest Shortfall, Class III-B-4 Unpaid Interest Shortfall,
Class
III-B-5 Unpaid Interest Shortfall or Class III-B-6 Unpaid Interest
Shortfall.
Class Cr-B Certificate: Any of the Class Cr-B-1 Certificates,
Class
Cr-B-2 Certificates, Class Cr-B-3 Certificates, Class Cr-B-4
Certificates, Class
Cr-B-5 Certificates or Class Cr-B-6 Certificates.
Class Cr-B Interest Accrual Amount: With respect to any
Distribution
Date, the sum of the Interest Accrual Amounts for the Classes of
Class Cr-B
Certificates with respect to such Distribution Date.
Class Cr-B Loan Group Optimal Principal Amount: Either the
Class
Cr-B Loan Group I Optimal Principal Amount or Class Cr-B Loan Group
II Optimal
Principal Amount.
Class Cr-B Loan Group I Optimal Principal Amount: Any of the
Class
Cr-B-1 Loan Group I Optimal Principal Amount, Class Cr-B-2 Loan
Group I Optimal
Principal Amount, Class Cr-B-3 Loan Group I Optimal Principal
Amount, Class
Cr-B-4 Loan Group I Optimal Principal Amount, Class Cr-B-5 Loan
Group I Optimal
Principal Amount or Class Cr-B-6 Loan Group I Optimal Principal
Amount.
Class Cr-B Loan Group II Optimal Principal Amount: Any of the
Class
Cr-B-1 Loan Group II Optimal Principal Amount, Class Cr-B-2 Loan
Group II
Optimal Principal Amount, Class Cr-B-3 Loan Group II Optimal
Principal Amount,
Class Cr-B-4 Loan Group II Optimal Principal Amount, Class Cr-B-5
Loan Group II
Optimal Principal Amount or Class Cr-B-6 Loan Group II Optimal
Principal Amount.
Class Cr-B Pass-Through Rate: With respect to any Distribution
Date,
a per annum rate equal to 6.000%.
Class Cr-B Principal Balance: As of any date, an amount equal to
the
sum of the Class Cr-B-1 Principal Balance, Class Cr-B-2 Principal
Balance, Class
Cr-B-3 Principal Balance, Class Cr-B-4 Principal Balance, Class
Cr-B-5 Principal
Balance and Class Cr-B-6 Principal Balance.
Class Cr-B-1 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit Cr-B-1 and Exhibit C hereto.
Class Cr-B-1 Certificateholder: The registered holder of a
Class
Cr-B-1 Certificate.
Class Cr-B-1 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class Cr-B-1
Certificates pursuant to
Paragraphs first, second and third of Section 4.01(a)(ii).
Class Cr-B-1 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class Cr-B-1
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class Cr-B-1 Certificates on such Distribution Date pursuant
to Paragraph
first of Section 4.01(a)(ii).
Class Cr-B-1 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-1 Optimal Principal Amount
calculated only
with respect to Group I Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-1 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-1 Optimal Principal Amount
calculated only
with respect to Group II Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-1 Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum, as to each Crossed Group
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 Group I Class Cr-B-1 Percentage (with respect to each
such
Group I
Mortgage Loan) or Group II Class Cr-B-1 Percentage (with
respect
to each
such Group II Mortgage Loan) of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class Cr-B-1 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or Group II Class Cr-B-1 Prepayment
Percentage (with
respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were
received
by a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class Cr-B-1 Prepayment Percentage (with
respect
to each
such Group I Mortgage Loan) or Group II Class Cr-B-1 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan) of the
Scheduled
Principal Balance of such Mortgage Loan which, during the one
month
period ending on the day preceding the Determination Date for
such
Distribution Date, was
repurchased by the Depositor pursuant to Section
2.02, 2.03
or 3.08; and
(iv) the Group I Class Cr-B-1 Percentage (with respect to each
such
Group I
Mortgage Loan) or Group II Class Cr-B-1 Percentage (with
respect
to each
such Group II Mortgage Loan) of the Substitution Principal
Amount
with
respect to each Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding
the
Determination Date for such Distribution Date, less the amount
allocable
to the
principal portion of any unreimbursed Periodic Advances
previously
made by
the applicable Servicer, the Master Servicer or the Trustee in
respect of
such Mortgage Loan for which a Mortgage Loan was substituted;
and
(II) the
Group I Class Cr-B-1 Prepayment Percentage or Group II Class
Cr-B-1
Prepayment Percentage, as applicable, of the Non-PO Recovery
for
each Loan
Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class Cr-B-1 Optimal
Principal Amount
will equal the lesser of (A) the Class Cr-B-1 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class Cr-B-1 Certificates.
Class Cr-B-1 Principal Balance: As to the first Determination
Date,
the Original Class Cr-B-1 Principal Balance. As of any subsequent
Determination
Date, the Original Class Cr-B-1 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class Cr-B-1 Certificates
on prior
Distribution Dates (A) pursuant to Paragraph third of Section
4.01(a)(ii)
(including any principal otherwise payable to the Class Cr-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 Cr-B-1 Certificates are
the most
subordinate Certificates outstanding, the Class Cr-B-1 Principal
Balance will
equal the difference, if any, between the Aggregate Crossed Group
Adjusted Pool
Amount (Non-PO Portion) as of the preceding Distribution Date less
the Aggregate
Crossed Group Class A Non-PO Principal Balance as of such
Determination Date.
Class Cr-B-1 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class Cr-B-1
Certificates
pursuant to Paragraph third of Section 4.01(a)(ii).
Class Cr-B-1 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class Cr-B-1
Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class Cr-B-1 Certificates on prior
Distribution
Dates pursuant to Paragraph second of Section 4.01(a)(ii).
Class Cr-B-2 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit Cr-B-2 and Exhibit C hereto.
Class Cr-B-2 Certificateholder: The registered holder of a
Class
Cr-B-2 Certificate.
Class Cr-B-2 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class Cr-B-2
Certificates pursuant to
Paragraphs fourth, fifth and sixth of Section 4.01(a)(ii).
Class Cr-B-2 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class Cr-B-2
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class Cr-B-2 Certificates on such Distribution Date pursuant
to Paragraph
fourth of Section 4.01(a)(ii).
Class Cr-B-2 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-2 Optimal Principal Amount
calculated only
with respect to Group I Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-2 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-2 Optimal Principal Amount
calculated only
with respect to Group II Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-2 Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum, as to each Crossed Group
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 Group I Class Cr-B-2 Percentage (with respect to each
such
Group I
Mortgage Loan) or Group II Class Cr-B-2 Percentage (with
respect
to each
such Group II Mortgage Loan) of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution
Date on such Mortgage Loan;
(ii) the Group I Class Cr-B-2 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or Group II Class Cr-B-2 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were
received
by a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class Cr-B-2 Prepayment Percentage (with
respect
to each
such Group I Mortgage Loan) or Group II Class Cr-B-2 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan) of the
Scheduled
Principal Balance of such Mortgage Loan which, during the one
month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Depositor pursuant to
Section
2.02, 2.03
or 3.08; and
(iv) the Group I Class Cr-B-2 Percentage (with respect to each
such
Group I
Mortgage Loan) or Group II Class Cr-B-2 Percentage (with
respect
to each
such Group II Mortgage Loan) of the Substitution Principal
Amount
with
respect to each Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding
the
Determination Date for such Distribution Date, less the amount
allocable
to the
principal portion of any unreimbursed Periodic Advances
previously
made by
the applicable Servicer, the Master Servicer or the Trustee in
respect of
such Mortgage Loan for which a Mortgage Loan was substituted;
and
(II) the Group I
Class Cr-B-2 Prepayment Percentage or Group II Class
Cr-B-2
Prepayment Percentage, as applicable, of the Non-PO Recovery
for
each Loan
Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class Cr-B-2 Optimal
Principal Amount
will equal the lesser of (A) the Class Cr-B-2 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class Cr-B-2 Certificates.
Class Cr-B-2 Principal Balance: As to the first Determination
Date,
the Original Class Cr-B-2 Principal Balance. As of any subsequent
Determination
Date, the Original Class Cr-B-2 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class Cr-B-2 Certificates
on prior
Distribution Dates (A) pursuant to Paragraph sixth of Section
4.01(a)(ii)
(including any principal otherwise payable to the Class Cr-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 Cr-B-2 Certificates are
the most
subordinate Certificates outstanding, the Class Cr-B-2 Principal
Balance will
equal the difference, if any, between the Aggregate Crossed Group
Adjusted Pool
Amount (Non-PO Portion) as of the preceding Distribution Date less
the sum of
the Aggregate Crossed Group Class A Non-PO Principal Balance and
the Class
Cr-B-1 Principal Balance as of such Determination Date.
Class Cr-B-2 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class Cr-B-2
Certificates
pursuant to Paragraph sixth of Section 4.01(a)(ii).
Class Cr-B-2 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class Cr-B-2
Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class Cr-B-2 Certificates on prior
Distribution
Dates pursuant to Paragraph fifth of Section 4.01(a)(ii).
Class Cr-B-3 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit Cr-B-3 and Exhibit C hereto.
Class Cr-B-3 Certificateholder: The registered holder of a
Class
Cr-B-3 Certificate.
Class Cr-B-3 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class Cr-B-3
Certificates pursuant to
Paragraphs seventh, eighth and ninth of Section 4.01(a)(ii).
Class Cr-B-3 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class Cr-B-3
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class Cr-B-3 Certificates on such Distribution Date pursuant
to Paragraph
seventh of Section 4.01(a)(ii).
Class Cr-B-3 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-3 Optimal Principal Amount
calculated only
with respect to Group I Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-3 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-3 Optimal Principal Amount
calculated only
with respect to Group II Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-3 Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum, as to each Crossed Group
Mortgage
Loan 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 Group I Class Cr-B-3 Percentage (with respect to each
such
Group I
Mortgage Loan) or Group II Class Cr-B-3 Percentage (with
respect
to each
such Group II Mortgage Loan) of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class Cr-B-3 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or Group II Class Cr-B-3 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were
received
by a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each applicable
type of Unscheduled Principal Receipt;
(iii) the Group I Class Cr-B-3 Prepayment Percentage (with
respect
to each
such Group I Mortgage Loan) or Group II Class Cr-B-3 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan) of the
Scheduled
Principal Balance of such Mortgage Loan which, during the one
month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Depositor pursuant to
Section
2.02, 2.03
or 3.08; and
(iv) the Group I Class Cr-B-3 Percentage (with respect to each
such
Group I
Mortgage Loan) or Group II Class Cr-B-3 Percentage (with
respect
to each
such Group II Mortgage Loan) of the Substitution Principal
Amount
with
respect to each Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding
the
Determination Date for such Distribution Date, less the amount
allocable
to the
principal portion of any unreimbursed Periodic Advances
previously
made by
the applicable Servicer, the Master Servicer or the Trustee in
respect of
such Mortgage Loan for which a Mortgage Loan was substituted;
and
(II) the
Group I Class Cr-B-3 Prepayment Percentage or Group II Class
Cr-B-3
Prepayment Percentage, as applicable, of the Non-PO Recovery
for
each
Crossed Group Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class Cr-B-3 Optimal
Principal Amount
will equal the lesser of (A) the Class Cr-B-3 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class Cr-B-3 Certificates.
Class Cr-B-3 Principal Balance: As to the first Determination
Date,
the Original Class Cr-B-3 Principal Balance. As of any subsequent
Determination
Date, the Original Class Cr-B-3 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class Cr-B-3 Certificates
on prior
Distribution Dates (A) pursuant to Paragraph ninth of Section
4.01(a)(ii)
(including any principal otherwise payable to the Class Cr-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 Cr-B-3 Certificates are
the most
subordinate Certificates outstanding, the Class Cr-B-3 Principal
Balance will
equal the difference, if any, between the Aggregate Crossed Group
Adjusted Pool
Amount (Non-PO Portion) as of the preceding Distribution Date less
the sum of
the Aggregate Crossed Group Class A Non-PO Principal Balance, the
Class Cr-B-1
Principal Balance and the Class Cr-B-2 Principal Balance as of
such
Determination Date.
Class Cr-B-3 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class Cr-B-3
Certificates
pursuant to Paragraph ninth of Section 4.01(a)(ii).
Class Cr-B-3 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class Cr-B-3
Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class Cr-B-3 Certificates on prior
Distribution
Dates pursuant to Paragraph eighth of Section 4.01(a)(ii).
Class Cr-B-4 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit Cr-B-4 and Exhibit C hereto.
Class Cr-B-4 Certificateholder: The registered holder of a
Class
Cr-B-4 Certificate.
Class Cr-B-4 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class Cr-B-4
Certificates pursuant to
Paragraphs tenth, eleventh, and twelfth of Section 4.01(a)(ii).
Class Cr-B-4 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class Cr-B-4
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class Cr-B-4 Certificates on such Distribution Date pursuant
to Paragraph
tenth of Section 4.01(a)(ii).
Class Cr-B-4 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-4 Optimal Principal Amount
calculated only
with respect to Group I Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-4 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-4 Optimal Principal Amount
calculated only
with respect to Group II Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-4 Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum, as to each Crossed Group
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 Group I Class Cr-B-4 Percentage (with respect to each
such
Group I
Mortgage Loan) or Group II Class Cr-B-4 Percentage (with
respect
to each
such Group II Mortgage Loan) of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class Cr-B-4 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or Group II Class Cr-B-4 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were
received
by a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class Cr-B-4 Prepayment Percentage (with
respect
to each
such Group I Mortgage Loan) or Group II Class Cr-B-4 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan) of the
Scheduled
Principal Balance of such Mortgage Loan which, during the one
month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Depositor pursuant to
Section
2.02, 2.03
or 3.08; and
(iv) the Group I Class Cr-B-4 Percentage (with respect to each
such
Group I
Mortgage Loan) or Group II Class Cr-B-4 Percentage (with
respect
to each
such Group II Mortgage Loan) of the Substitution Principal
Amount
with
respect to each Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding
the
Determination Date for such Distribution Date, less the amount
allocable
to the
principal portion of any unreimbursed Periodic Advances
previously
made by
the applicable Servicer, the Master Servicer or the Trustee in
respect of
such Mortgage Loan for which a Mortgage Loan was substituted;
and
(II) the
Group I Class Cr-B-4 Prepayment Percentage or Group II Class
Cr-B-4
Prepayment Percentage, as applicable, of the Non-PO Recovery
for
each
Crossed Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class Cr-B-4 Optimal
Principal Amount
will equal the lesser of (A) the Class Cr-B-4 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class Cr-B-4 Certificates.
Class Cr-B-4 Principal Balance: As to the first Determination
Date,
the Original Class Cr-B-4 Principal Balance. As of any subsequent
Determination
Date, the Original Class Cr-B-4 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class Cr-B-4 Certificates
on prior
Distribution Dates (A) pursuant to Paragraph twelfth of Section
4.01(a)(ii)
(including any principal otherwise payable to the Class Cr-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 Cr-B-4 Principal
Balance will
equal the difference, if any, between the Aggregate Crossed Group
Adjusted Pool
Amount (Non-PO Portion) as of the preceding Distribution Date less
the sum of
the Aggregate Crossed Group Class A Non-PO Principal Balance, the
Class Cr-B-1
Principal Balance, the Class Cr-B-2 Principal Balance and the Class
Cr-B-3
Principal Balance as of such Determination Date.
Class Cr-B-4 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class Cr-B-4
Certificates
pursuant to Paragraph twelfth of Section 4.01(a)(ii).
Class Cr-B-4 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class Cr-B-4
Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class Cr-B-4 Certificates on prior
Distribution
Dates pursuant to Paragraph eleventh of Section 4.01(a)(ii).
Class Cr-B-5 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit Cr-B-5 and Exhibit C hereto.
Class Cr-B-5 Certificateholder: The registered holder of a
Class
Cr-B-5 Certificate.
Class Cr-B-5 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class Cr-B-5
Certificates pursuant to
Paragraphs thirteenth, fourteenth and fifteenth of Section
4.01(a)(ii).
Class Cr-B-5 Interest
Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class Cr-B-5
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class Cr-B-5 Certificates on such Distribution Date pursuant
to Paragraph
thirteenth of Section 4.01(a)(ii).
Class Cr-B-5 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-5 Optimal Principal Amount
calculated only
with respect to Group I Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-5 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-5 Optimal Principal Amount
calculated only
with respect to Group II Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-5 Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum, as to each Crossed Group
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 Group I Class Cr-B-5 Percentage (with respect to each
such
Group I
Mortgage Loan) or Group II Class Cr-B-5 Percentage (with
respect
to each such Group II
Mortgage Loan) of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class Cr-B-5 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or Group II Class Cr-B-5 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were
received
by a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class Cr-B-5 Prepayment Percentage (with
respect
to each
such Group I Mortgage Loan) or Group II Class Cr-B-5 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan) of the
Scheduled
Principal Balance of such Mortgage Loan which, during the one
month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Depositor pursuant to
Section
2.02, 2.03
or 3.08; and
(iv) the Group I Class Cr-B-5 Percentage (with respect to each
such
Group I
Mortgage Loan) or Group II Class Cr-B-5 Percentage (with
respect
to each
such Group II Mortgage Loan) of the Substitution Principal
Amount
with
respect to each Mortgage Loan for which a Mortgage Loan was
substituted during the
one month period ending on the day preceding the
Determination Date for such Distribution Date, less the amount
allocable
to the
principal portion of any unreimbursed Periodic Advances
previously
made by
the applicable Servicer, the Master Servicer or the Trustee in
respect of
such Mortgage Loan for which a Mortgage Loan was substituted;
and
(II) the
Group I Class Cr-B-5 Prepayment Percentage or Group II Class
Cr-B-5
Prepayment Percentage, as applicable, of the Non-PO Recovery
for
each
Crossed Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class Cr-B-5 Optimal
Principal Amount
will equal the lesser of (A) the Class Cr-B-5 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class Cr-B-5 Certificates.
Class Cr-B-5 Principal Balance: As to the first Determination
Date,
the Original Class Cr-B-5 Principal Balance. As of any subsequent
Determination
Date, the Original Class Cr-B-5 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class Cr-B-5 Certificates
on prior
Distribution Dates (A) pursuant to Paragraph fifteenth of Section
4.01(a)(ii)
(including any principal otherwise payable to the Class Cr-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 Cr-B-5 Certificates are
the most
subordinate Certificates outstanding, the Class Cr-B-5 Principal
Balance will
equal the difference, if any, between the Aggregate Crossed Group
Adjusted Pool
Amount (Non-PO Portion) as of the preceding Distribution Date less
the sum of
the Aggregate Crossed Group Class A Non-PO Principal Balance, the
Class Cr-B-1
Principal Balance, the Class Cr-B-2 Principal Balance, the Class
Cr-B-3
Principal Balance and the Class Cr-B-4 Principal Balance as of
such
Determination Date.
Class Cr-B-5 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class Cr-B-5
Certificates
pursuant to Paragraph fifteenth of Section 4.01(a)(ii).
Class Cr-B-5 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class Cr-B-5
Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class Cr-B-5 Certificates on prior
Distribution
Dates pursuant to Paragraph fourteenth of Section 4.01(a)(ii).
Class Cr-B-6 Certificate: Any one of the Certificates executed
by
the Paying Agent and countersigned by the Authenticating Agent in
substantially
the form set forth in Exhibit Cr-B-6 and Exhibit C hereto.
Class Cr-B-6 Certificateholder: The registered holder of a
Class
Cr-B-6 Certificate.
Class Cr-B-6 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class Cr-B-6
Certificates pursuant to
Paragraphs sixteenth, seventeenth and eighteenth of Section
4.01(a)(ii).
Class Cr-B-6 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class Cr-B-6
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class Cr-B-6 Certificates on such Distribution Date pursuant
to Paragraph
sixteenth of Section 4.01(a)(ii).
Class Cr-B-6 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-6 Optimal Principal Amount
calculated only
with respect to Group I Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-6 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-6 Optimal Principal Amount
calculated only
with respect to Group II Mortgage Loans and without regard to the
proviso
thereto.
Class Cr-B-6 Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum, as to each Crossed Group
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 Group I Class Cr-B-6 Percentage (with respect to each
such
Group I
Mortgage Loan) or Group II Class Cr-B-6 Percentage (with
respect
to each
such Group II Mortgage Loan) of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class Cr-B-6 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or Group II Class Cr-B-6 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were
received
by a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class Cr-B-6 Prepayment Percentage (with
respect
to each
such Group I Mortgage Loan) or Group II Class Cr-B-6 Prepayment
Percentage (with
respect to each such Group II Mortgage Loan) of the
Scheduled
Principal Balance of such Mortgage Loan which, during the one
month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Depositor pursuant to
Section
2.02, 2.03
or 3.08; and
(iv) the Group I Class Cr-B-6 Percentage (with respect to each
such
Group I
Mortgage Loan) or Group II Class Cr-B-6 Percentage (with
respect
to each
such Group II Mortgage Loan) of the Substitution Principal
Amount
with
respect to each Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding
the
Determination Date for such Distribution Date, less the amount
allocable
to the
principal portion of any unreimbursed Periodic Advances
previously
made by
the applicable Servicer, the Master Servicer or the Trustee in
respect of
such Mortgage Loan for which a Mortgage Loan was substituted;
and
(II) the
Group I Class Cr-B-6 Prepayment Percentage or Group II Class
Cr-B-6
Prepayment Percentage, as applicable, of the Non-PO Recovery
for
each
Crossed Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class Cr-B-6 Optimal
Principal Amount
will equal the lesser of (A) the Class Cr-B-6 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class Cr-B-6 Certificates.
Class Cr-B-6 Principal Balance: As to the first Determination
Date,
the Original Class Cr-B-6 Principal Balance. As of any subsequent
Determination
Date, the Original Class Cr-B-6 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class Cr-B-6 Certificates
on prior
Distribution Dates pursuant to Paragraph eighteenth of Section
4.01(a)(ii)
(including any principal otherwise payable to the Class Cr-B-6
Certificates used
to pay any Class A-PO Deferred Amounts); provided, however, if the
Class Cr-B-6
Certificates are outstanding, the Class Cr-B-6 Principal Balance
will equal the
difference, if any, between the Aggregate Crossed Group Adjusted
Pool Amount
(Non-PO Portion) as of the preceding Distribution Date less the sum
of the
Aggregate Crossed Group Class A Non-PO Principal Balance, the Class
Cr-B-1
Principal Balance, the Class Cr-B-2 Principal Balance, the Class
Cr-B-3
Principal Balance, the Class Cr-B-4 Principal Balance and the Class
Cr-B-5
Principal Balance as of such Determination Date.
Class Cr-B-6 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class Cr-B-6
Certificates
pursuant to Paragraph eighteenth of Section 4.01(a)(ii).
Class Cr-B-6 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class Cr-B-6
Interest
Shortfall Amounts for prior Distribution Dates is in excess of the
amounts
distributed in respect of the Class Cr-B-6 Certificates on prior
Distribution
Dates pursuant to Paragraph seventeenth of Section 4.01(a)(ii).
Class Cr-B-L1 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a) hereof.
Class Cr-B-L2 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a) hereof.
Class Cr-B-L3 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a) hereof.
Class Cr-B-L4 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a) hereof.
Class Cr-B-L5 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a) hereof.
Class Cr-B-L6 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled
to monthly
distributions as provided in Section 4.01(a) hereof.
Clearing Agency: An organization registered as a "clearing
agency"
pursuant to Section 17A of the Exchange Act. The initial Clearing
Agency shall
be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects
book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates,
as
set forth in Section 11.26.
Code: The Internal Revenue Code of 1986, as it may be amended
from
time to time, any successor statutes thereto, and applicable U.S.
Department of
the Treasury temporary or final regulations promulgated
thereunder.
Commission: The United States Securities and Exchange
Commission.
Compensating Interest: With respect to any Distribution Date,
the
least of (a) the aggregate Prepayment Interest Shortfall on the
Crossed Group
Mortgage Loans or Group III Mortgage Loans, as applicable, for such
Distribution
Date, (b) the product of (i) 1/12th of 0.20% and (ii) the Crossed
Group Pool
Scheduled Principal Balance or Group III Pool Scheduled Principal
Balance, as
applicable, for such Distribution Date and (c) the Available Master
Servicing
Compensation for the Crossed Loan Groups or Loan Group III, as
applicable, for
such Distribution Date.
Component: The Class I-A-PO Component or Class II-A-PO
Component.
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 2007-2 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 2007-2, and for all other
purposes at 9062
Old Annapolis Road, Columbia, Maryland 21045 Attn: Corporate
Trust
Services--WFMBS 2007-2.
Corresponding Upper-Tier Class, Classes or Component: As to each
of
the following Uncertificated Lower-Tier Interests, the
Corresponding Upper-Tier
Class, Classes or Component as follows:
Uncertificated Lower-Tier Interest
Corresponding Upper-Tier Class,
Classes or Component
Class I-A-L1 Interest
Class I-A-1, Class I-A-2, Class I-A-3,
Class I-A-4, Class I-A-5, Class I-A-6,
Class I-A-7, Class I-A-9, Class I-A-12,
Class I-A-13, Class I-A-21 and Class
I-A-22 Certificates
Class I-A-L8 Interest
Class I-A-8 and Class I-A-20
Certificates
Class I-A-L10 Interest
Class I-A-10 and Class I-A-11
Certificates
Class I-A-L14 Interest
Class I-A-14, Class I-A-15, Class
I-A-16, Class I-A-17, Class I-A-18 and
Class I-A-19 Certificates
Class I-A-LPO Interest
Class I-A-PO Component
Class I-A-LUR Interest
Class I-A-R Certificate
Class II-A-L1 Interest
Class II-A-1 and Class II-A-2
Certificates
Class II-A-LPO Interest
Class II-A-PO Component
Class III-A-L1 Interest
Class III-A-1, Class III-A-2, Class
III-A-3, Class III-A-4, Class III-A-5
and Class III-A-6 Certificates
Class III-A-LPO Interest
Class III-A-PO Certificates
Class Cr-B-L1 Interest
Class Cr-B-1 Certificates
Class Cr-B-L2 Interest
Class Cr-B-2 Certificates
Class Cr-B-L3 Interest
Class Cr-B-3 Certificates
Class Cr-B-L4 Interest
Class Cr-B-4 Certificates
Class Cr-B-L5 Interest
Class Cr-B-5 Certificates
Class Cr-B-L6 Interest
Class Cr-B-6 Certificates
Class III-B-L1 Interest
Class III-B-1 Certificates
Class III-B-L2 Interest
Class III-B-2 Certificates
Class III-B-L3 Interest
Class III-B-3 Certificates
Class III-B-L4 Interest
Class III-B-4 Certificates
Class III-B-L5 Interest
Class III-B-5 Certificates
Class III-B-L6 Interest
Class III-B-6 Certificates
Counterparty: Bear Stearns Financial Products Inc.
Crossed Group: Either Group I or Group II.
Crossed Group Aggregate Subordinate Percentage: The sum of the
Principal Balances of the Class Cr-B Certificates divided by the
Crossed Group
Pool Balance (Non-PO Portion).
Crossed Group Class A Certificate: Any of the Group I-A
Certificates
or Group II-A Certificates.
Crossed Group Class A Interest Percentage: As to any
Distribution
Date and any Class of Crossed Group Class A Certificates, the
percentage
calculated by dividing the Interest Accrual Amount of such Class
(determined
without regard to clause (ii) of the definition thereof) by the sum
of (i) the
Group I-A Interest Accrual Amount and (ii) the Group II-A Interest
Accrual
Amount (determined, in each case, without regard to clause (ii) of
the
definition of Interest Accrual Amount, as applicable).
Crossed Group Class B Percentage: Any of the Group I Class
Cr-B-1
Percentage, Group I Class Cr-B-2 Percentage, Group I Class Cr-B-3
Percentage,
Group I Class Cr-B-4 Percentage, Group I Class Cr-B-5 Percentage,
Group I Class
Cr-B-6 Percentage, Group II Class Cr-B-1 Percentage, Group II Class
Cr-B-2
Percentage, Group II Class Cr-B-3 Percentage, Group II Class Cr-B-4
Percentage,
Group II Class Cr-B-5 Percentage or Group II Class Cr-B-6
Percentage.
Crossed Group Class B Prepayment Percentage: Any of the Group I
Class Cr-B-1 Prepayment Percentage, Group I Class Cr-B-2 Prepayment
Percentage,
Group I Class Cr-B-3 Prepayment Percentage, Group I Class Cr-B-4
Prepayment
Percentage, Group I Class Cr-B-5 Prepayment Percentage, Group I
Class Cr-B-6
Prepayment Percentage, the Group II Class Cr-Cr-B-1 Prepayment
Percentage, Group
II Class Cr-B-2 Prepayment Percentage, Group II Class Cr-B-3
Prepayment
Percentage, Group II Class Cr-B-4 Prepayment Percentage, Group II
Class Cr-B-5
Prepayment Percentage or Group II Class Cr-B-6 Prepayment
Percentage.
Crossed Group Mortgage Loans: Any of the Group I Mortgage Loans
or
Group II Mortgage Loans.
Crossed Group Pool Balance (Non-PO Portion): The sum of the Group
I
Pool Balance (Non-PO Portion) and the Group II Pool Balance (Non-PO
Portion).
Crossed Group Pool Balance (PO Portion): The sum of the Group I
Pool
Balance (PO Portion) and the Group II Pool Balance (PO
Portion).
Crossed Group Pool Scheduled Principal Balance: As to any
Distribution Date, the sum of the Group I Pool Scheduled Principal
Balance and
the Group II Pool Scheduled Principal Balance.
Crossed Loan Group: Either Loan Group I or Loan Group II.
Current Class III-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 III-B-2,
Class III-B-3,
Class III-B-4, Class III-B-5 and Class III-B-6 Certificates by the
Aggregate
Group III Non-PO Principal Balance. As to the first Distribution
Date, the
Original Class III-B-1 Fractional Interest.
Current Class III-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 III-B-3,
Class III-B-4,
Class III-B-5 and Class III-B-6 Certificates by the Aggregate Group
III Non-PO
Principal Balance. As to the first Distribution Date, the Original
Class III-B-2
Fractional Interest.
Current Class III-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 III-B-4,
Class III-B-5
and Class III-B-6 Certificates by the Aggregate Group III Non-PO
Principal
Balance. As to the first Distribution Date, the Original Class
III-B-3
Fractional Interest.
Current Class III-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 III-B-5 and
Class
III-B-6 Certificates by the Aggregate Group III Non-PO Principal
Balance. As to
the first Distribution Date, the Original Class III-B-4 Fractional
Interest.
Current Class III-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 III-B-6 Certificates by
the
Aggregate Group III Non-PO Principal Balance. As to the first
Distribution Date,
the Original Class III-B-5 Fractional Interest.
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 first, fourth, seventh, tenth, thirteenth
and sixteenth
of Section 4.01(a)(ii) on such Distribution Date.
Current Class Cr-B-1 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution Date, the percentage
obtained by
dividing the sum of the Principal Balances of the Class Cr-B-2,
Class Cr-B-3,
Class Cr-B-4, Class Cr-B-5 and Class Cr-B-6 Certificates by the
Aggregate
Crossed Group Non-PO Principal Balance. As to the first
Distribution Date, the
Original Class Cr-B-1 Fractional Interest.
Current Class Cr-B-2 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution Date, the percentage
obtained by
dividing the sum of the Principal Balances of the Class Cr-B-3,
Class Cr-B-4,
Class Cr-B-5 and Class Cr-B-6 Certificates by the Aggregate Crossed
Group Non-PO
Principal Balance. As to the first Distribution Date, the Original
Class Cr-B-2
Fractional Interest.
Current Class Cr-B-3 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution Date, the percentage
obtained by
dividing the sum of the Principal Balances of the Class Cr-B-4,
Class Cr-B-5 and
Class Cr-B-6 Certificates by the Aggregate Crossed Group Non-PO
Principal
Balance. As to the first Distribution Date, the Original Class
Cr-B-3 Fractional
Interest.
Current Class Cr-B-4 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution Date, the percentage
obtained by
dividing the sum of the Principal Balances of the Class Cr-B-5 and
Class Cr-B-6
Certificates by the Aggregate Crossed Group Non-PO Principal
Balance. As to the
first Distribution Date, the Original Class Cr-B-4 Fractional
Interest.
Current Class Cr-B-5 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution Date, the percentage
obtained by
dividing the Principal Balance of the Class Cr-B-6 Certificates by
the Aggregate
Crossed Group Non-PO Principal Balance. As to the first
Distribution Date, the
Original Class Cr-B-5 Fractional Interest.
Current Group I-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes
of Group I-A
Certificates pursuant to Paragraph first clause (A) of Section
4.01(a)(i) on
such Distribution Date.
Current Group II-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes
of Group
II-A Certificates pursuant to Paragraph first clause (B) of Section
4.01(a)(i)
on such Distribution Date.
Current Group III-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes
of Group
III-A Certificates pursuant to Paragraph first clause (C) of
Section 4.01(a)(i)
on such Distribution Date.
Curtailment: Any Principal Prepayment made by a Mortgagor which
is
not a Prepayment in Full.
Curtailment Interest Shortfall: On any Distribution Date with
respect to a Crossed Group or Group III 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
February
27, 2007, 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 Crossed Group Aggregate Principal Balance: The
aggregate of the Cut-Off Date Principal Balances of the Crossed
Group Mortgage
Loans as set forth in Section 11.02(a).
Cut-Off Date Group III Aggregate Principal Balance: The aggregate
of
the Cut-Off Date Principal Balances of the Group III Mortgage Loans
as set forth
in Section 11.02(b).
Cut-Off Date Principal Balance: As to each Mortgage Loan, its
unpaid
principal balance as of the close of business on the Cut-Off Date
(but without
giving effect to any Unscheduled Principal Receipts received or
applied on the
Cut-Off Date), reduced by all payments of principal due on or
before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of
principal due
after the Cut-Off Date but received by the related Servicer on or
before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan
by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code,
except such a
reduction constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation
by a court of competent jurisdiction of the Mortgaged Property in
an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or
any reduction
in the amount of principal to be paid in connection with any
scheduled Monthly
Payment that results in a permanent forgiveness of principal, which
valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate (other than the Interest Only Certificates)
representing the
principal portion of the Cut-Off Date Aggregate Principal Balance
evidenced by
such Certificate. As to each Class of Interest Only Certificates,
the amount
specified on the face of each Certificate of such Class
representing the portion
of the Original Notional Amount of such Class.
Depositor: Wells Fargo Asset Securities Corporation, or its
successor in interest.
Determination Date: The 17th day of the month in which the
related
Distribution Date occurs, or if such 17th day is not a Business
Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Group I Discount Mortgage Loan, Group
II
Discount Mortgage Loan or Group III Discount Mortgage Loan.
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 two separate REMICs or result in the
imposition of any
federal tax on either of the Upper-Tier REMIC or the Lower-Tier
REMIC.
Eligible Investments: At any time, any one or more of the
following
obligations and securities which shall mature not later than the
Business Day
preceding the Distribution Date next succeeding the date of such
investment,
provided that such investments continue to qualify as "cash flow
investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof,
provided such obligations are backed by the full faith and
credit
of the
United States of America;
(ii) general obligations of or obligations guaranteed by any
state
of the
United States of America or the District of Columbia receiving
the
highest
short-term or highest long-term rating of each Rating Agency,
or
such lower
rating as would not result in the downgrading or withdrawal of
the rating
then assigned to any of the Certificates by any Rating Agency
or result
in any of such rated Certificates being placed on credit review
status
(other than for possible upgrading) by any 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 any Rating Agency or result in any of such
rated
Certificates being placed on credit review status (other than for
possible
upgrading)
by any 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 any Rating Agency
or
result in
any of such rated Certificates being placed on credit review
status
(other than for possible upgrading) by any 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 any
Rating
Agency or result in any of such rated Certificates being placed
on
credit
review status (other than for possible upgrading) by any 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 any Rating Agency or result in any of such
rated
Certificates being placed on credit review status (other than for
possible
upgrading)
by any 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
rating such fund.
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 Certificates is March 25, 2037 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: (i) With respect to the Crossed Mortgage
Loans, the fixed percentage of interest on each Crossed Group
Mortgage Loan with
a Mortgage Interest Rate greater than the sum of (a) 6.000%, (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 Crossed Group 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 and
(ii) with respect to the Group III Mortgage Loans, the fixed
percentage of
interest on each Group III Mortgage Loan with a Mortgage Interest
Rate greater
than the sum of (a) 5.250%, (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 Group III 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: (i) With respect to each Crossed
Group
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)
6.000%, (b)
the applicable Servicing Fee Rate and (c) the Master Servicing Fee
Rate, and
(ii) With respect to each Group III 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) 5.250%, (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.
Grantor Trust: That portion of the Trust exclusive of the
REMICs
consisting of (a) the right of the Class I-A-10 Certificates to
receive amounts
from the Reserve Fund and (b) the Yield Maintenance Agreement and
the Reserve
Fund.
Group: Any of Group I, Group II or Group III.
Group I: The Group I-A Certificates and the Class I-A-PO
Component.
Group I Adjusted Pool Amount: With respect to any Distribution
Date,
the aggregate of the Cut-Off Date Principal Balances of the Group I
Mortgage
Loans minus the sum of (i) all amounts in respect of principal
received in
respect of the Group I Mortgage Loans (including, without
limitation, amounts
received as Monthly Payments, Periodic Advances, Unscheduled
Principal Receipts
and Substitution Principal Amounts) and distributed to Holders of
the
Certificates on such Distribution Date and all prior Distribution
Dates, (ii)
the principal portion of all Liquidated Loan Losses incurred on
such Group I
Mortgage Loans for which the Liquidation Proceeds were received
from the Cut-Off
Date through the end of the Applicable Unscheduled Principal
Receipt Period with
respect to Full Unscheduled Principal Receipts for such
Distribution Date and
(iii) the principal portion of all Bankruptcy Losses (other than
Debt Service
Reductions) incurred on the Group I Mortgage Loans from the Cut-Off
Date through
the end of the period corresponding to the Applicable Unscheduled
Principal
Receipt Period with respect to Full Unscheduled Principal Receipts
for such
Distribution Date.
Group I Adjusted Pool Amount (Non-PO Portion): With respect to
any
Distribution Date, the difference between the Group I Adjusted Pool
Amount and
the Group I Adjusted Pool Amount (PO Portion).
Group I 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 that are Group I Mortgage Loans:
the product
of (i) the PO Fraction for each such Group I 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 Group I 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 Group I
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 Group I Mortgage Loans from the Cut-Off Date through the end
of the
period corresponding to the Applicable Unscheduled Principal
Receipt Period with
respect to Full Unscheduled Principal Receipts for such
Distribution Date.
Group I Class B Percentage: Any of the Group I Class Cr-B-1
Percentage, Group I Class Cr-B-2 Percentage, Group I Class Cr-B-3
Percentage,
Group I Class Cr-B-4 Percentage, Group I Class Cr-B-5 Percentage or
Group I
Class Cr-B-6 Percentage.
Group I Class B Prepayment Percentage: Any of the Group I Class
Cr-B-1 Prepayment Percentage, Group I Class Cr-B-2 Prepayment
Percentage, Group
I Class Cr-B-3 Prepayment Percentage, Group I Class Cr-B-4
Prepayment
Percentage, Group I Class Cr-B-5 Prepayment Percentage or Group I
Class Cr-B-6
Prepayment Percentage.
Group I Class Cr-B-1 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the Group I Subordinated
Percentage by
either (i) if any Class Cr-B Certificates (other than the Class
Cr-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 Cr-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
Cr-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 Cr-B
Certificates
(other than the Class Cr-B-1 Certificates) are not eligible to
receive
distributions of principal in accordance with Section 4.01(d)(i),
one.
Group I Class Cr-B-1 Prepayment Percentage: As to any
Distribution
Date, the percentage calculated by multiplying the Group I
Subordinated
Prepayment Percentage by either (i) if any Class Cr-B Certificates
(other than
the Class Cr-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 Cr-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
Cr-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 Cr-B
Certificates
(other than the Class Cr-B-1 Certificates) are not eligible to
receive
distributions of principal in accordance with Section 4.01(d)(i),
one.
Group I Class Cr-B-2 Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the percentage calculated by
multiplying (i)
the Group I Subordinated Percentage by (ii) a fraction, the
numerator of which
is the Class Cr-B-2 Principal Balance (determined as of the
Determination Date
preceding such Distribution Date) and the denominator of which is
the sum of the
Principal Balances of the Classes of Class Cr-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 Cr-B-2 Certificates are not eligible to
receive
distributions of principal in accordance with Section 4.01(d)(i),
the Group I
Class Cr-B-2 Percentage for such Distribution Date will be
zero.
Group I Class Cr-B-2 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class Cr-B-2 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the sum of the Principal Balances of
the Classes of
Class Cr-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
Cr-B-2
Certificates are not eligible to receive distributions of principal
in
accordance with Section 4.01(d)(i), the Group I Class Cr-B-2
Prepayment
Percentage for such Distribution Date will be zero.
Group I Class Cr-B-3 Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the percentage calculated by
multiplying (i)
the Group I Subordinated Percentage by (ii) a fraction, the
numerator of which
is the Class Cr-B-3 Principal Balance (determined as of the
Determination Date
preceding such Distribution Date) and the denominator of which is
the sum of the
Principal Balances of the Classes of Class Cr-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 Cr-B-3 Certificates are not eligible to
receive
distributions of principal in accordance with Section 4.01(d)(i),
the Group I
Class Cr-B-3 Percentage for such Distribution Date will be
zero.
Group I Class Cr-B-3
Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class Cr-B-3 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the sum of the Principal Balances of
the Classes of
Class Cr-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
Cr-B-3
Certificates are not eligible to receive distributions of principal
in
accordance with Section 4.01(d)(i), the Group I Class Cr-B-3
Prepayment
Percentage for such Distribution Date will be zero.
Group I Class Cr-B-4 Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the percentage calculated by
multiplying (i)
the Group I Subordinated Percentage by (ii) a fraction, the
numerator of which
is the Class Cr-B-4 Principal Balance (determined as of the
Determination Date
preceding such Distribution Date) and the denominator of which is
the sum of the
Principal Balances of the Classes of Class Cr-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 Cr-B-4 Certificates are not eligible to
receive
distributions of principal in accordance with Section 4.01(d)(i),
the Group I
Class Cr-B-4 Percentage for such Distribution Date will be
zero.
Group I Class Cr-B-4 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class Cr-B-4 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the sum of the Principal Balances of
the Classes of
Class Cr-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
Cr-B-4
Certificates are not eligible to receive distributions of principal
in
accordance with Section 4.01(d)(i), the Group I Class Cr-B-4
Prepayment
Percentage for such Distribution Date will be zero.
Group I Class Cr-B-5 Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the percentage calculated by
multiplying (i)
the Group I Subordinated Percentage by (ii) a fraction, the
numerator of which
is the Class Cr-B-5 Principal Balance (determined as of the
Determination Date
preceding such Distribution Date) and the denominator of which is
the sum of the
Principal Balances of the Classes of Class Cr-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 Cr-B-5 Certificates are not eligible to
receive
distributions of principal in accordance with Section 4.01(d)(i),
the Group I
Class Cr-B-5 Percentage for such Distribution Date will be
zero.
Group I Class Cr-B-5 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class Cr-B-5 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the sum of the Principal Balances of
the Classes of
Class Cr-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
Cr-B-5
Certificates are not eligible to receive distributions of principal
in
accordance with Section 4.01(d)(i), the Group I Class Cr-B-5
Prepayment
Percentage for such Distribution Date will be zero.
Group I Class Cr-B-6 Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the percentage calculated by
multiplying (i)
the Group I Subordinated Percentage by (ii) a fraction, the
numerator of which
is the Class Cr-B-6 Principal Balance (determined as of the
Determination Date
preceding such Distribution Date) and the denominator of which is
the sum of the
Principal Balances of the Classes of Class Cr-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 Cr-B-6 Certificates are not eligible to
receive
distributions of principal in accordance with Section 4.01(d)(i),
the Group I
Class Cr-B-6 Percentage for such Distribution Date will be
zero.
Group I Class Cr-B-6 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class Cr-B-6 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the sum of the Principal Balances of
the Classes of
Class Cr-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
Cr-B-6
Certificates are not eligible to receive distributions of principal
in
accordance with Section 4.01(d)(i), the Group I Class Cr-B-6
Prepayment
Percentage for such Distribution Date will be zero.
Group I Discount Mortgage Loan: A Group I Mortgage Loan with a
Net
Mortgage Interest Rate of less than 6.000%.
Group I Mortgage Loans: Those Mortgage Loans identified in the
Mortgage Loan Schedule as Group I Mortgage Loans.
Group I Pool Balance (Non-PO Portion): As of any Distribution
Date,
the sum of the amounts for each Group I 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.
Group I Pool Balance (PO Portion): As of any Distribution Date,
the
sum of the amounts for each Group I 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.
Group I Pool Distribution Amount: As of any Distribution Date,
the
funds eligible for distribution to the Group I-A Certificates,
Class I-A-PO
Component and Class Cr-B Certificates on such Distribution Date,
which shall be
the sum of (i) all previously undistributed payments or other
receipts on
account of principal and interest on or in respect of the Group I
Mortgage Loans
(including, without limitation, the proceeds of any repurchase of a
Group I
Mortgage Loan by the Depositor and any Substitution Principal
Amount) received
by the Master Servicer with respect to the applicable Remittance
Date in the
month of such Distribution Date and any Unscheduled Principal
Receipts received
by the Master Servicer on or prior to the Business Day preceding
such
Distribution Date, (ii) all Periodic Advances made with respect to
Group I
Mortgage Loans by a Servicer pursuant to the related Servicing
Agreement or
Periodic Advances with respect to Group I Mortgage Loans made by
the Master
Servicer or the Trustee pursuant to Section 3.03, (iii) any
remaining
Reimbursement Amount with respect to a Group I Mortgage Loan as
provided in
Section 4.01(a)(ii) and (iii) all other amounts (including any
Insurance
Proceeds and Compensating Interest) with respect to a Group I
Mortgage Loan
required to be placed in the Certificate Account by the Servicer on
or before
the applicable Remittance Date or by the Master Servicer or the
Trustee on or
prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest
with
respect to a Group I Mortgage Loan and respecting which the
Master
Servicer
or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group I Mortgage
Loan by
the Master
Servicer or the Trustee;
(c) that portion of each payment of interest on a particular
Group I Mortgage
Loan which represents (i) the 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 on Group I Mortgage Loans due after the Due Date occurring
in
the month
in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers
with respect to Group I Mortgage Loans after the Applicable
Unscheduled Principal Receipt Period relating to the Distribution
Date for
the
applicable type of Unscheduled Principal Receipt, and all
related
payments
of interest on such amounts;
(f) all repurchase proceeds with respect to Group I Mortgage
Loans
repurchased by the Depositor pursuant to Section 2.02, 2.03 or
3.08
on or
following the Determination Date in the month in which such
Distribution Date occurs and the Substitution Principal Amounts
with
respect to
any Group I Mortgage Loans for which Group I Mortgage Loans
were
substituted on or following the Determination Date in the month
in
which such
Distribution Date occurs;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to
any Group I Mortgage Loan which represents (i) the Fixed
Retained
Yield, if any, (ii) the applicable Servicing Fee and (iii) the
Master
Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group I Mortgage Loans;
(j) Month End Interest in respect of Group I Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in
respect of
Group I Mortgage Loans; and
(l) all other amounts permitted to be withdrawn from the
Certificate Account in respect of the Group I Mortgage Loans, to
the
extent not
covered by clauses (a) through (k) above, or not required to be
deposited
in the Certificate Account under this Agreement.
Group I Pool Scheduled Principal Balance: As to any
Distribution
Date, the aggregate Scheduled Principal Balance of all Group I
Mortgage Loans
that were Outstanding Mortgage Loans on the Due Date in the month
preceding the
month of such Distribution Date.
Group I Scheduled Principal Amount: The sum for each
outstanding
Group I Mortgage Loan (including each defaulted Group I 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 I(y)(i) and I(y)(iv) of
the
definition of Group I-A Non-PO Optimal Principal Amount, but
without such
amounts being multiplied by the Group I-A Percentage.
Group I Subordinated Percentage: As to any Distribution Date,
the
percentage which is the difference between 100% and the Group I-A
Percentage for
such date.
Group I Subordinated Prepayment Percentage: As to any
Distribution
Date, the percentage which is the difference between 100% and the
Group I-A
Prepayment Percentage for such date.
Group I Unscheduled Principal Amount: The sum for each
outstanding
Group I Mortgage Loan (including each defaulted Group I 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 I(y)(ii) and I(y)(iii)
of the
definition of Group I-A Non-PO Optimal Principal Amount, but
without such
amounts being multiplied by the Group I-A Prepayment
Percentage.
Group II: The Group II-A Certificates and the Class II-A-PO
Component.
Group II Adjusted Pool Amount: With respect to any Distribution
Date, the aggregate of the Cut-Off Date Principal Balances of the
Group II
Mortgage Loans minus the sum of (i) all amounts in respect of
principal received
in respect of the Group II Mortgage Loans (including, without
limitation,
amounts received as Monthly Payments, Periodic Advances,
Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to
Holders of the
Certificates on such Distribution Date and all prior Distribution
Dates, (ii)
the principal portion of all Liquidated Loan Losses incurred on
such Group II
Mortgage Loans for which the Liquidation Proceeds were received
from the Cut-Off
Date through the end of Applicable Unscheduled Principal Receipt
Period with
respect to Full Unscheduled Principal Receipts for such
Distribution Date and
(iii) the principal portion of all Bankruptcy Losses (other than
Debt Service
Reductions) incurred on the Group II Mortgage Loans from the
Cut-Off Date
through the end of the period corresponding to the Applicable
Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal
Receipts for
such Distribution Date.
Group II Adjusted Pool Amount (Non-PO Portion): With respect to
any
Distribution Date, the difference between the Group II Adjusted
Pool Amount and
the Group II Adjusted Pool Amount (PO Portion).
Group II 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 that are Group II Mortgage Loans:
the product
of (i) the PO Fraction for each such Group II 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 Group II 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 Group II
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 Group II Mortgage Loans from the Cut-Off Date through the
end of the
period corresponding to the Applicable Unscheduled Principal
Receipt Period with
respect to Full Unscheduled Principal Receipts for such
Distribution Date.
Group II Class B Percentage: Any one of the Group II Class
Cr-B-1
Percentage, Group II Class Cr-B-2 Percentage, Group II Class Cr-B-3
Percentage,
Group II Class Cr-B-4 Percentage, Group II Class Cr-B-5 Percentage
or Group II
Class Cr-B-6 Percentage.
Group II Class B Prepayment Percentage: Any of the Group II
Class
Cr-B-1 Prepayment Percentage, Group II Class Cr-B-2 Prepayment
Percentage, Group
II Class Cr-B-3 Prepayment Percentage, Group II Class Cr-B-4
Prepayment
Percentage, Group II Class Cr-B-5 Prepayment Percentage or Group II
Class Cr-B-6
Prepayment Percentage.
Group II Class Cr-B-1 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the Group II Subordinated
Percentage by
either (i) if any Class Cr-B Certificates (other than the Class
Cr-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 Cr-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
Cr-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 Cr-B
Certificates
(other than the Class Cr-B-1 Certificates) are not eligible to
receive
distributions of principal in accordance with Section 4.01(d)(i),
one.
Group II Class Cr-B-1 Prepayment Percentage: As to any
Distribution
Date, the percentage calculated by multiplying the Group II
Subordinated
Prepayment Percentage by either (i) if any Class Cr-B Certificates
(other than
the Class Cr-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 Cr-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
Cr-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 Cr-B
Certificates
(other than the Class Cr-B-1 Certificates) are not eligible to
receive
distributions of principal in accordance with Section 4.01(d)(i),
one.
Group II Class Cr-B-2 Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated
by
multiplying (i) the Group II Subordinated Percentage by (ii) a
fraction, the
numerator of which is the Class Cr-B-2 Principal Balance
(determined as of the
Determination Date preceding such Distribution Date) and the
denominator of
which is the sum of the Principal Balances of the Classes of Class
Cr-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 Cr-B-2
Certificates are not
eligible to receive distributions of principal in accordance with
Section
4.01(d)(i), the Group II Class Cr-B-2 Percentage for such
Distribution Date will
be zero.
Group II Class Cr-B-2 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class Cr-B-2 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the sum of the Principal Balances of
the Classes of
Class Cr-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
Cr-B-2
Certificates are not eligible to receive distributions of principal
in
accordance with Section 4.01(d)(i), the Group II Class Cr-B-2
Prepayment
Percentage for such Distribution Date will be zero.
Group II Class Cr-B-3 Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated
by
multiplying (i) the Group II Subordinated Percentage by (ii) a
fraction, the
numerator of which is the Class Cr-B-3 Principal Balance
(determined as of the
Determination Date preceding such Distribution Date) and the
denominator of
which is the sum of the Principal Balances of the Classes of Class
Cr-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 Cr-B-3
Certificates are not
eligible to receive distributions of principal in accordance with
Section
4.01(d)(i), the Group II Class Cr-B-3 Percentage for such
Distribution Date will
be zero.
Group II Class Cr-B-3 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class Cr-B-3 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the sum of the Principal Balances of
the Classes of
Class Cr-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
Cr-B-3
Certificates are not eligible to receive distributions of principal
in
accordance with Section 4.01(d)(i), the Group II Class Cr-B-3
Prepayment
Percentage for such Distribution Date will be zero.
Group II Class Cr-B-4 Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated
by
multiplying (i) the Group II Subordinated Percentage by (ii) a
fraction, the
numerator of which is the Class Cr-B-4 Principal Balance
(determined as of the
Determination Date preceding such Distribution Date) and the
denominator of
which is the sum of the Principal Balances of the Classes of Class
Cr-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 Cr-B-4
Certificates are not
eligible to receive distributions of principal in accordance with
Section
4.01(d)(i), the Group II Class Cr-B-4 Percentage for such
Distribution Date will
be zero.
Group II Class Cr-B-4 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class Cr-B-4 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the sum of the Principal Balances of
the Classes of
Class Cr-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
Cr-B-4
Certificates are not eligible to receive distributions of principal
in
accordance with Section 4.01(d)(i), the Group II Class Cr-B-4
Prepayment
Percentage for such Distribution Date will be zero.
Group II Class Cr-B-5 Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated
by
multiplying (i) the Group II Subordinated Percentage by (ii) a
fraction, the
numerator of which is the Class Cr-B-5 Principal Balance
(determined as of the
Determination Date preceding such Distribution Date) and the
denominator of
which is the sum of the Principal Balances of the Classes of Class
Cr-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 Cr-B-5
Certificates are not
eligible to receive distributions of principal in accordance with
Section
4.01(d)(i), the Group II Class Cr-B-5 Percentage for such
Distribution Date will
be zero.
Group II Class Cr-B-5 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class Cr-B-5 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the sum of the Principal Balances of
the Classes of
Class Cr-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
Cr-B-5
Certificates are not eligible to receive distributions of principal
in
accordance with Section 4.01(d)(i), the Group II Class Cr-B-5
Prepayment
Percentage for such Distribution Date will be zero.
Group II Class Cr-B-6 Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated
by
multiplying (i) the Group II Subordinated Percentage by (ii) a
fraction, the
numerator of which is the Class Cr-B-6 Principal Balance
(determined as of the
Determination Date preceding such Distribution Date) and the
denominator of
which is the sum of the Principal Balances of the Classes of Class
Cr-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 Cr-B-6
Certificates are not
eligible to receive distributions of principal in accordance with
Section
4.01(d)(i), the Group II Class Cr-B-6 Percentage for such
Distribution Date will
be zero.
Group II Class Cr-B-6 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by
(ii) a
fraction, the numerator of which is the Class Cr-B-6 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the sum of the Principal Balances of
the Classes of
Class Cr-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
Cr-B-6
Certificates are not eligible to receive distributions of principal
in
accordance with Section 4.01(d)(i), the Group II Class Cr-B-6
Prepayment
Percentage for such Distribution Date will be zero.
Group II Discount Mortgage Loan: A Group II Mortgage Loan with a
Net
Mortgage Interest Rate of less than 6.000%.
Group II Mortgage Loans: Those Mortgage Loans identified in the
Mortgage Loan Schedule as Group II Mortgage Loans.
Group II Pool Balance (Non-PO Portion): As of any Distribution
Date,
the sum of the amounts for each Group II 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.
Group II Pool Balance (PO Portion): As of any Distribution Date,
the
sum of the amounts for each Group II 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.
Group II Pool Distribution Amount: As of any Distribution Date,
the
funds eligible for distribution to the Group II-A Certificates,
Class II-A-PO
Component and Class Cr-B Certificates on such Distribution Date,
which shall be
the sum of (i) all previously undistributed payments or other
receipts on
account of principal and interest on or in respect of the Group II
Mortgage
Loans (including, without limitation, the proceeds of any
repurchase of a Group
II Mortgage Loan by the Depositor and any Substitution Principal
Amount)
received by the Master Servicer with respect to the applicable
Remittance Date
in the month of such Distribution Date and any Unscheduled
Principal Receipts
received by the Master Servicer on or prior to the Business Day
preceding such
Distribution Date, (ii) all Periodic Advances made with respect to
Group II
Mortgage Loans by a Servicer pursuant to the related Servicing
Agreement or
Periodic Advances with respect to Group II Mortgage Loans made by
the Master
Servicer or the Trustee pursuant to Section 3.03, (iii) any
remaining
Reimbursement Amount with respect to a Group II Mortgage Loan as
provided in
Section 4.01(a)(ii) and (iii) all other amounts (including any
Insurance
Proceeds and Compensating Interest) with respect to a Group II
Mortgage Loan
required to be placed in the Certificate Account by the Servicer on
or before
the applicable Remittance Date or by the Master Servicer or the
Trustee on or
prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest
with
respect to a Group II Mortgage Loan and respecting which the
Master
Servicer
or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group II Mortgage
Loan by
the Master
Servicer or the Trustee;
(c) that portion of each payment of interest on a particular
Group II
Mortgage Loan which represents (i) the 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 on Group II Mortgage Loans due after the Due Date
occurring
in the
month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers
with respect to Group II Mortgage Loans after the Applicable
Unscheduled Principal Receipt Period relating to the Distribution
Date for
the
applicable type of Unscheduled Principal Receipt, and all
related
payments
of interest on such amounts;
(f) all repurchase proceeds with respect to Group II Mortgage
Loans
repurchased by the Depositor pursuant to Section 2.02, 2.03 or
3.08
on or
following the Determination Date in the month in which such
Distribution Date occurs and the Substitution Principal Amounts
with
respect to
any Group II Mortgage Loans for which Group II Mortgage Loans
were
substituted on or following the Determination Date in the month
in
which such
Distribution Date occurs;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to
any Group II Mortgage Loan which represents (i) the Fixed
Retained
Yield, if any, (ii) the applicable Servicing Fee and (iii) the
Master
Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group II Mortgage Loans;
(j) Month End Interest in respect of Group II Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in
respect of
Group II Mortgage Loans; and
(l) all other amounts permitted to be withdrawn from the
Certificate Account in respect of the Group II Mortgage Loans, to
the
extent not
covered by clauses (a) through (k) above, or not required to be
deposited
in the Certificate Account under this Agreement.
Group II Pool Scheduled Principal Balance: As to any
Distribution
Date, the aggregate Scheduled Principal Balance of all Group II
Mortgage Loans
that were Outstanding Mortgage Loans on the Due Date in the month
preceding the
month of such Distribution Date.
Group II Subordinated Percentage: As to any Distribution Date,
the
percentage which is the difference between 100% and the Group II-A
Percentage
for such date.
Group II Subordinated Prepayment Percentage: As to any
Distribution
Date, the percentage which is the difference between 100% and the
Group II-A
Prepayment Percentage for such date.
Group III: The Group III-A Certificates and the Class III-B
Certificates.
Group III Adjusted Pool Amount: With respect to any
Distribution
Date, the aggregate of the Cut-Off Date Principal Balances of the
Group III
Mortgage Loans minus the sum of (i) all amounts in respect of
principal received
in respect of the Group III Mortgage Loans (including, without
limitation,
amounts received as Monthly Payments, Periodic Advances,
Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to
Holders of the
Certificates on such Distribution Date and all prior Distribution
Dates, (ii)
the principal portion of all Liquidated Loan Losses incurred on
such Group III
Mortgage Loans for which the Liquidation Proceeds were received
from the Cut-Off
Date through the end of the Applicable Unscheduled Principal
Receipt Period with
respect to Full Unscheduled Principal Receipts for such
Distribution Date and
(iii) the principal portion of all Bankruptcy Losses (other than
Debt Service
Reductions) incurred on the Group III Mortgage Loans from the
Cut-Off Date
through the end of the period corresponding to the Applicable
Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal
Receipts for
such Distribution Date.
Group III Adjusted Pool Amount (Non-PO Portion): With respect to
any
Distribution Date, the difference between the Group III Adjusted
Pool Amount and
the Group III Adjusted Pool Amount (PO Portion).
Group III 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 that are Group III Mortgage
Loans: the product
of (i) the PO Fraction for each such Group III 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 Group III 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 Group III
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 Group III Mortgage Loans from the Cut-Off Date through the
end of the
period corresponding to the Applicable Unscheduled Principal
Receipt Period with
respect to Full Unscheduled Principal Receipts for such
Distribution Date.
Group III Class B Percentage: Any of the Class III-B-1
Percentage,
Class III-B-2 Percentage, Class III-B-3 Percentage, Class III-B-4
Percentage,
Class III-B-5 Percentage or Class III-B-6 Percentage.
Group III Class B Prepayment Percentage: Any of the Class
III-B-1
Prepayment Percentage, Class III-B-2 Prepayment Percentage, Class
III-B-3
Prepayment Percentage, Class III-B-4 Prepayment Percentage, Class
III-B-5
Prepayment Percentage or Class III-B-6 Prepayment Percentage.
Group III Discount Mortgage Loan: A Group III Mortgage Loan with
a
Net Mortgage Interest Rate of less than 5.250%.
Group III Mortgage Loans: Those Mortgage Loans identified in
the
Mortgage Loan Schedule as Group III Mortgage Loans.
Group III Pool Balance (Non-PO Portion): As of any Distribution
Date, the sum of the amounts for each Group III 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.
Group III Pool Balance (PO Portion): As of any Distribution
Date,
the sum of the amounts for each Group III 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.
Group III Pool Distribution Amount: As of any Distribution Date,
the
funds eligible for distribution to the Group III-A Certificates and
Class III-B
Certificates on such Distribution Date, which shall be the sum of
(i) all
previously undistributed payments or other receipts on account of
principal and
interest on or in respect of the Group III Mortgage Loans
(including, without
limitation, the proceeds of any repurchase of a Group III Mortgage
Loan by the
Depositor and any Substitution Principal Amount) received by the
Master Servicer
with respect to the applicable Remittance Date in the month of such
Distribution
Date and any Unscheduled Principal Receipts received by the Master
Servicer on
or prior to the Business Day preceding such Distribution Date, (ii)
all Periodic
Advances made with respect to Group III Mortgage Loans by a
Servicer pursuant to
the related Servicing Agreement or Periodic Advances with respect
to Group III
Mortgage Loans made by the Master Servicer or the Trustee pursuant
to Section
3.03, (iii) any remaining Reimbursement Amount with respect to a
Group III
Mortgage Loan as provided in Section 4.01(a)(ii) and (iii) all
other amounts
(including any Insurance Proceeds and Compensating Interest) with
respect to a
Group III Mortgage Loan required to be placed in the Certificate
Account by the
Servicer on or before the applicable Remittance Date or by the
Master Servicer
or the Trustee on or prior to the Distribution Date, but excluding
the
following:
(a) amounts received as late payments of principal or interest
with
respect to a Group III Mortgage Loan and respecting which the
Master
Servicer
or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group III Mortgage
Loan
by the
Master Servicer or the Trustee;
(c) that portion of each payment of interest on a particular
Group III
Mortgage Loan which represents (i) the 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 on Group III Mortgage Loans due after the Due Date
occurring
in the
month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers
with respect to Group III Mortgage Loans after the Applicable
Unscheduled Principal Receipt Period relating to the Distribution
Date for
the
applicable type of Unscheduled Principal Receipt, and all
related
payments
of interest on such amounts;
(f) all repurchase proceeds with respect to Group III Mortgage
Loans
repurchased by the Depositor pursuant to Section 2.02, 2.03 or
3.08
on or
following the Determination Date in the month in which such
Distribution Date occurs and the Substitution Principal Amounts
with
respect to
any Group III Mortgage Loans for which Group III Mortgage Loans
were
substituted on or following the Determination Date in the month
in
which such
Distribution Date occurs;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to
any Group III Mortgage Loan which represents (i) the Fixed
Retained
Yield, if any, (ii) the applicable Servicing Fee and (iii) the
Master
Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group III Mortgage
Loans;
(j) Month End Interest in respect of Group III Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in
respect of
Group III Mortgage Loans; and
(l) all other amounts permitted to be withdrawn from the
Certificate Account in respect of the Group III Mortgage Loans, to
the
extent not
covered by clauses (a) through (k) above, or not required to be
deposited
in the Certificate Account under this Agreement.
Group III Pool Scheduled Principal Balance: As to any
Distribution
Date, the aggregate Scheduled Principal Balance of all Group III
Mortgage Loans
that were Outstanding Mortgage Loans on the Due Date in the month
preceding the
month of such Distribution Date.
Group III Scheduled Principal Amount: The sum for each
outstanding
Group III Mortgage Loan (including each defaulted Group III
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 I(y)(i) and I(y)(iv) of
the
definition of Group III-A Non-PO Optimal Principal Amount, but
without such
amounts being multiplied by the Group III-A Percentage.
Group III Subordinated Percentage: As to any Distribution Date,
the
percentage which is the difference between 100% and the Group III-A
Percentage
for such date.
Group III Subordinated Prepayment Percentage: As to any
Distribution
Date, the percentage which is the difference between 100% and the
Group III-A
Prepayment Percentage for such date.
Group III Unscheduled Principal Amount: The sum for each
outstanding
Group III Mortgage Loan (including each defaulted Group III
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 I(y)(ii) and I(y)(iii)
of the
definition of Group III-A Non-PO Optimal Principal Amount, but
without such
amounts being multiplied by the Group III-A Prepayment
Percentage.
Group I-A Certificate: Any Class I-A-1, Class I-A-2, Class
I-A-3,
Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8,
Class I-A-9,
Class I-A-10, Class I-A-11, Class I-A-12, Class I-A-13, Class
I-A-14, Class
I-A-15, Class I-A-16, Class I-A-17, Class I-A-18, Class I-A-19,
Class I-A-20,
Class I-A-21, Class I-A-22 or Class I-A-R Certificate.
Group I-A Distribution Amount: As to any Distribution Date and
any
Class of Group I-A Certificates, the amount distributable to such
Class of Group
I-A Certificates pursuant to Paragraphs first clause (A), second
clause (A) and
third clause (A)(1) of Section 4.01(a)(i). As to any Distribution
Date and the
Class I-A-PO Component, the amount distributable to the Class A-PO
Certificates
with respect to the Class I-A-PO Component pursuant to Paragraphs
third clause
(A)(2) and fourth clause (A) of Section 4.01(a)(i) on such
Distribution Date.
Group I-A Interest Accrual Amount: As to any Distribution Date,
the
sum of the Interest Accrual Amounts for the Group I-A Certificates
with respect
to such Distribution Date.
Group I-A Interest Percentage: As to any Distribution Date and
any
Class of Group I-A Certificates, the percentage calculated by
dividing the
Interest Accrual Amount of such Class (determined without regard to
clause (ii)
of the definition thereof) by the Group I-A Interest Accrual Amount
(determined
without regard to clause (ii) of the definition of each Interest
Accrual
Amount).
Group I-A Interest Shortfall Amount: As to any Distribution Date
and
any Class of Group I-A Certificates, any amount by which the
Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds
the amount
distributed in respect of such Class on such Distribution Date
pursuant to
Paragraph first clause (A) of Section 4.01(a)(i).
Group I-A Interest Shortfall Percentage: As to any Distribution
Date
and any Class of Group I-A Certificates, the percentage calculated
by dividing
the Class A Unpaid Interest Shortfall for such Class by the
Aggregate Group I-A
Unpaid Interest Shortfall, in each case determined as of the day
preceding the
applicable Distribution Date.
Group I-A Loss Denominator: As to any Determination Date, an
amount
equal to the Group I-A Non-PO Principal Balance.
Group I-A Loss Percentage: As to any Determination Date and any
Class of Group I-A Certificates, the percentage calculated by
dividing the
Principal Balance of such Class by the Group I-A Loss Denominator
(determined
without regard to any such Principal Balance of any Class of Group
I-A
Certificates not then outstanding), in each case determined as of
the preceding
Determination Date.
Group I-A Non-PO Optimal Amount: As to any Distribution Date,
the
sum for such Distribution Date of (i) the Group I-A Interest
Accrual Amount,
(ii) the Aggregate Group I-A Unpaid Interest Shortfall and (iii)
the Group I-A
Non-PO Optimal Principal Amount.
Group I-A Non-PO Optimal Principal Amount: As to any
Distribution
Date, an amount equal to the sum of (I) the sum, as to each Group I
Mortgage
Loan that is an Outstanding Mortgage Loan, of the product of (x)
the Non-PO
Fraction with respect to such Mortgage Loan, and (y) the sum
of:
(i) the Group I-A Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I-A Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I-A Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on the day
preceding the Determination Date for such Distribution
Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group I-A Percentage of the Substitution Principal
Amount
with respect to each Mortgage Loan for which a Mortgage Loan
was
substituted during the one month period ending on the day preceding
the
Determination Date for such Distribution Date, less the amount
allocable
to the
principal portion of any unreimbursed Periodic Advances
previously
made by
the applicable Servicer, the Master Servicer or the Trustee in
respect of
such Mortgage Loan for which a Mortgage Loan was substituted;
and
(II) the
Group I-A Prepayment Percentage of the Non-PO Recovery for Loan
Group I
for such Distribution Date.
Group I-A Non-PO Principal Balance: As of any date, an amount
equal
to the Group I-A Principal Balance less the Principal Balance of
the Class
I-A-PO Component.
Group I-A Non-PO Principal Distribution Amount: As to any
Distribution Date, the aggregate amount distributed in respect of
the Classes of
Group I-A Certificates pursuant to Paragraph third clause (A)(1) of
Section
4.01(a)(i).
Group I-A Percentage: As to any Distribution Date occurring on
or
prior to the applicable Subordination Depletion Date, the lesser of
(i) 100% and
(ii) the percentage obtained by dividing the Group I-A Non-PO
Principal Balance
(determined as of the Determination Date preceding such
Distribution Date) by
the Group I Pool Balance (Non-PO Portion). As to any Distribution
Date occurring
subsequent to the applicable Subordination Depletion Date, 100% or
such lesser
percentage which will cause the Group I-A Non-PO Principal Balance
to decline to
zero following the distribution made on such Distribution Date.
Group I-A Prepayment Percentage: As to any Distribution Date to
and
including the Distribution Date in February 2012, 100%. As to any
Distribution
Date subsequent to February 2012 to and including the Distribution
Date in
February 2013, the Group I-A Percentage as of such Distribution
Date plus 70% of
the Group I Subordinated Percentage as of such Distribution Date.
As to any
Distribution Date subsequent to February 2013 to and including the
Distribution
Date in February 2014, the Group I-A Percentage as of such
Distribution Date
plus 60% of the Group I Subordinated Percentage as of such
Distribution Date. As
to any Distribution Date subsequent to February 2014 to and
including the
Distribution Date in February 2015, the Group I-A Percentage as of
such
Distribution Date plus 40% of the Group I Subordinated Percentage
as of such
Distribution Date. As to any Distribution Date subsequent to
February 2015 to
and including the Distribution Date in February 2016, the Group I-A
Percentage
as of such Distribution Date plus 20% of the Group I Subordinated
Percentage as
of such Distribution Date. As to any Distribution Date subsequent
to February
2016, the Group I-A Percentage as of such Distribution Date. The
foregoing is
subject to the following: (i) if the aggregate distribution to
Holders of Group
I-A Certificates on any Distribution Date of the Group I-A
Prepayment Percentage
provided above of Unscheduled Principal Receipts distributable on
such
Distribution Date would reduce the Group I-A Non-PO Principal
Balance below
zero, the Group I-A Prepayment Percentage for such Distribution
Date shall be
the percentage necessary to bring the Group I-A Non-PO Principal
Balance to zero
and thereafter the Group I-A Prepayment Percentage shall be zero
and (ii) if the
Aggregate Crossed Group Class A Percentage as of any Distribution
Date is
greater than the Original Aggregate Crossed Group Class A
Percentage, the Group
I-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 Group I-A
Prepayment
Percentage described in the second through sixth sentences of this
definition of
Group I-A Prepayment Percentage shall not be applicable with
respect to such
Distribution Date. In such event, the Group I-A Prepayment
Percentage for such
Distribution Date will be determined in accordance with the
applicable
provision, as set forth in the first through fifth sentences above,
which was
actually used to determine the Group I-A Prepayment Percentage for
the
Distribution Date occurring in the February preceding such
Distribution Date (it
being understood that for the purposes of the determination of the
Group I-A
Prepayment Percentage for the current Distribution Date, the
current Group I-A
Percentage and Group I Subordinated Percentage shall be
utilized).
No reduction in the Group I-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 Crossed
Group Mortgage Loans that were delinquent 60 days or more
(including for this
purpose any payments due with respect to Crossed Group Mortgage
Loans in
foreclosure and REO Mortgage Loans) were greater than or equal to
50% of the
Class Cr-B Principal Balance or (b) cumulative Realized Losses on
the Crossed
Group Mortgage Loans exceed (1) 30% of the Original Class Cr-B
Principal Balance
if such Distribution Date occurs between and including March 2012
and February
2013, (2) 35% of the Original Class Cr-B Principal Balance if such
Distribution
Date occurs between and including March 2013 and February 2014, (3)
40% of the
Original Class Cr-B Principal Balance if such Distribution Date
occurs between
and including March 2014 and February 2015, (4) 45% of the Original
Class Cr-B
Principal Balance if such Distribution Date occurs between and
including March
2015 and February 2016, and (5) 50% of the Original Class Cr-B
Principal Balance
if such Distribution Date occurs during or after March 2016. With
respect to any
Distribution Date on which the Group I-A Prepayment Percentage is
reduced below
the Group I-A Prepayment Percentage for the prior Distribution
Date, the Master
Servicer shall certify to the Trustee, based upon information
provided by each
Servicer as to the Mortgage Loans serviced by it that the criteria
set forth in
the preceding sentence are met.
Group I-A Principal Balance: As of any date, an amount equal to
the
sum of the Principal Balances for the Group I-A Certificates and
the Class
I-A-PO Component.
Group II-A Certificate: Any Class II-A-1 or Class II-A-2
Certificate.
Group II-A Distribution Amount: As to any Distribution Date and
any
Class of Group II-A Certificates, the amount distributable to such
Class of
Group II-A Certificates pursuant to Paragraphs first clause (B),
second clause
(B) and third clause (B)(1) of Section 4.01(a)(i). As to any
Distribution Date
and the Class II-A-PO Component, the amount distributable to the
Class A-PO
Certificates with respect to the Class II-A-PO Component pursuant
to Paragraphs
third clause (B)(2) and fourth clause (B) of Section 4.01(a)(i) on
such
Distribution Date.
Group II-A Interest Accrual Amount: As to any Distribution Date,
the
sum of the Interest Accrual Amounts for the Group II-A Certificates
with respect
to such Distribution Date.
Group II-A Interest Percentage: As to any Distribution Date and
any
Class of Group II-A Certificates, the percentage calculated by
dividing the
Interest Accrual Amount of such Class (determined without regard to
clause (ii)
of the definition thereof) by the Group II-A Interest Accrual
Amount (determined
without regard to clause (ii) of the definition of each Interest
Accrual
Amount).
Group II-A Interest Shortfall Amount: As to any Distribution
Date
and any Class of Group II-A Certificates, any amount by which the
Interest
Accrual Amount of such Class with respect to such Distribution Date
exceeds the
amount distributed in respect of such Class on such Distribution
Date pursuant
to Paragraph first clause (B) of Section 4.01(a)(i).
Group II-A Interest Shortfall Percentage: As to any
Distribution
Date and any Class of Group II-A Certificates, the percentage
calculated by
dividing the Class A Unpaid Interest Shortfall for such Class by
the Aggregate
Group II-A Unpaid Interest Shortfall, in each case determined as of
the day
preceding the applicable Distribution Date.
Group II-A Loss Denominator: As to any Determination Date, an
amount
equal to the Group II-A Non-PO Principal Balance.
Group II-A Loss Percentage: As to any Determination Date and
any
Class of Group II-A Certificates, the percentage calculated by
dividing the
Principal Balance of such Class by the Group II-A Loss Denominator
(determined
without regard to any such Principal Balance of any Class of Group
II-A
Certificates not then outstanding), in each case determined as of
the preceding
Determination Date.
Group II-A Non-PO Optimal Amount: As to any Distribution Date,
the
sum for such Distribution Date of (i) the Group II-A Interest
Accrual Amount,
(ii) the Aggregate Group II-A Unpaid Interest Shortfall and (iii)
the Group II-A
Non-PO Optimal Principal Amount.
Group II-A Non-PO Optimal Principal Amount: As to any
Distribution
Date, an amount equal to the sum of (I) the sum, as to each Group
II Mortgage
Loan that is an Outstanding Mortgage Loan, of the product of (x)
the Non-PO
Fraction with respect to such Mortgage Loan, and (y) the sum
of:
(i) the Group II-A Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group II-A Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group II-A Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group II-A Percentage of the Substitution Principal
Amount
with respect to each Mortgage Loan for which a Mortgage Loan
was
substituted during the one month period ending on the day preceding
the
Determination Date for such Distribution Date, less the amount
allocable
to the
principal portion of any unreimbursed Periodic Advances
previously
made by
the applicable Servicer, the Master Servicer or the Trustee in
respect of
such Mortgage Loan for which a Mortgage Loan was substituted;
and
(II) the
Group II-A Prepayment Percentage of the Non-PO Recovery for
Loan
Group II
for such Distribution Date.
Group II-A Non-PO Principal Balance: As of any date, an amount
equal
to the Group II-A Principal Balance less the Principal Balance of
the Class
II-A-PO Component.
Group II-A Non-PO Principal Distribution Amount: As to any
Distribution Date, the aggregate amount distributed in respect of
the Classes of
Group II-A Certificates pursuant to Paragraph third clause (B)(1)
of Section
4.01(a)(i).
Group II-A Percentage: As to any Distribution Date occurring on
or
prior to the applicable Subordination Depletion Date, the lesser of
(i) 100% and
(ii) the percentage obtained by dividing the Group II-A Non-PO
Principal Balance
(determined as of the Determination Date preceding such
Distribution Date) by
the Group II Pool Balance (Non-PO Portion). As to any Distribution
Date
occurring subsequent to the applicable Subordination Depletion
Date, 100% or
such lesser percentage which will cause the Group II-A Non-PO
Principal Balance
to decline to zero following the distribution made on such
Distribution Date.
Group II-A Prepayment Percentage: As to any Distribution Date to
and
including the Distribution Date in February 2012, 100%. As to any
Distribution
Date subsequent to February 2012 to and including the Distribution
Date in
February 2013, the Group II-A Percentage as of such Distribution
Date plus 70%
of the Group II Subordinated Percentage as of such Distribution
Date. As to any
Distribution Date subsequent to February 2013 to and including the
Distribution
Date in February 2014, the Group II-A Percentage as of such
Distribution Date
plus 60% of the Group II Subordinated Percentage as of such
Distribution Date.
As to any Distribution Date subsequent to February 2014 to and
including the
Distribution Date in February 2015, the Group II-A Percentage as of
such
Distribution Date plus 40% of the Group II Subordinated Percentage
as of such
Distribution Date. As to any Distribution Date subsequent to
February 2015 to
and including the Distribution Date in February 2016, the Group
II-A Percentage
as of such Distribution Date plus 20% of the Group II Subordinated
Percentage as
of such Distribution Date. As to any Distribution Date subsequent
to February
2016, the Group II-A Percentage as of such Distribution Date. The
foregoing is
subject to the following: (i) if the aggregate distribution to
Holders of Group
II-A Certificates on any Distribution Date of the Group II-A
Prepayment
Percentage provided above of Unscheduled Principal Receipts
distributable on
such Distribution Date would reduce the Group II-A Non-PO Principal
Balance
below zero, the Group II-A Prepayment Percentage for such
Distribution Date
shall be the percentage necessary to bring the Group II-A Non-PO
Principal
Balance to zero and thereafter the Group II-A Prepayment Percentage
shall be
zero and (ii) if the Aggregate Crossed Group Class A Percentage as
of any
Distribution Date is greater than the Original Aggregate Crossed
Group Class A
Percentage, the Group II-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 Group
II-A Prepayment Percentage described in the second through sixth
sentences of
this definition of Group II-A Prepayment Percentage shall not be
applicable with
respect to such Distribution Date. In such event, the Group II-A
Prepayment
Percentage for such Distribution Date will be determined in
accordance with the
applicable provision, as set forth in the first through fifth
sentences above,
which was actually used to determine the Group II-A Prepayment
Percentage for
the Distribution Date occurring in the February preceding such
Distribution Date
(it being understood that for the purposes of the determination of
the Group
II-A Prepayment Percentage for the current Distribution Date, the
current Group
II-A Percentage and Group II Subordinated Percentage shall be
utilized).
No reduction in the Group II-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 Crossed
Group Mortgage Loans that were delinquent 60 days or more
(including for this
purpose any payments due with respect to Crossed Group Mortgage
Loans in
foreclosure and REO Mortgage Loans) were greater than or equal to
50% of the
Class Cr-B Principal Balance or (b) cumulative Realized Losses on
the Crossed
Group Mortgage Loans exceed (1) 30% of the Original Class Cr-B
Principal Balance
if such Distribution Date occurs between and including March 2012
and February
2013, (2) 35% of the Original Class Cr-B Principal Balance if such
Distribution
Date occurs between and including March 2013 and February 2014, (3)
40% of the
Original Class Cr-B Principal Balance if such Distribution Date
occurs between
and including March 2014 and February 2015, (4) 45% of the Original
Class Cr-B
Principal Balance if such Distribution Date occurs between and
including March
2015 and February 2016, and (5) 50% of the Original Class Cr-B
Principal Balance
if such Distribution Date occurs during or after March 2016. With
respect to any
Distribution Date on which the Group II-A Prepayment Percentage is
reduced below
the Group II-A Prepayment Percentage for the prior Distribution
Date, the Master
Servicer shall certify to the Trustee, based upon information
provided by each
Servicer as to the Mortgage Loans serviced by it that the criteria
set forth in
the preceding sentence are met.
Group II-A Principal Balance: As of any date, an amount equal to
the
sum of the Principal Balances for the Group II-A Certificates and
the Class
II-A-PO Component.
Group III-A Certificate: Any Class III-A-1, Class III-A-2,
Class
III-A-3, Class III-A-4, Class III-A-5, Class III-A-6 or Class
III-A-PO
Certificate.
Group III-A Distribution Amount: As to any Distribution Date and
any
Class of Group III-A Certificates (other than the Accrual
Certificates and the
Class III-A-PO Certificates), the amount distributable to such
Class of Group
III-A Certificates pursuant to Paragraphs first clause (C), second
clause (C)
and third clause (C)(1) of Section 4.01(a)(i). As to the Accrual
Certificates,
(a) as to any Distribution Date prior to the Accretion Termination
Date, the
amount distributable to the Accrual Certificates pursuant to the
provisos in
Paragraphs first clause (C) and second clause (C) of Section
4.01(a)(i) and
Paragraph third clause (C)(1) of Section 4.01(a)(i) and (b) as to
any
Distribution Date on or after the Accretion Termination Date, the
amount
distributable to the Accrual Certificates pursuant to Paragraphs
first clause
(C), second clause (C) and third clause (C)(1) of Section
4.01(a)(i). As to any
Distribution Date and the Class III-A-PO Certificates, the amount
distributable
to the Class III-A-PO Certificates pursuant to Paragraphs third
clause (C)(2)
and fourth clause (C) of Section 4.01(a)(i) on such Distribution
Date.
Group III-A Interest Accrual Amount: As to any Distribution
Date,
the sum of the Interest Accrual Amounts for the Group III-A
Certificates with
respect to such Distribution Date.
Group III-A Interest Percentage: As to any Distribution Date and
any
Class of Group III-A Certificates, the percentage calculated by
dividing the
Interest Accrual Amount of such Class (determined without regard to
clause (ii)
of the definition thereof) by the Group III-A Interest Accrual
Amount
(determined without regard to clause (ii) of the definition of each
Interest
Accrual Amount).
Group III-A Interest Shortfall Amount: As to any Distribution
Date
and any Class of Group III-A Certificates, any amount by which the
Interest
Accrual Amount of such Class with respect to such Distribution Date
exceeds the
amount distributed in respect of such Class on such Distribution
Date pursuant
to Paragraph first clause (C) of Section 4.01(a)(i), including, in
the case of
the Accrual Certificates prior to the Accretion Termination Date,
the amount
included in the Accrual Distribution Amount pursuant to clause
(a)(i) of the
definition thereof.
Group III-A Interest Shortfall Percentage: As to any
Distribution
Date and any Class of Group III-A Certificates, the percentage
calculated by
dividing the Class A Unpaid Interest Shortfall for such Class by
the Aggregate
Group III-A Unpaid Interest Shortfall, in each case determined as
of the day
preceding the applicable Distribution Date.
Group III-A Loss Denominator: As to any Determination Date, an
amount equal to the sum of (i) the Group III-A Non-PO Principal
Balance and (ii)
with respect to the Accrual Certificates, the lesser of the
Principal Balance of
the Accrual Certificates and the Original Principal Balance of the
Accrual
Certificates..
Group III-A Loss Percentage: As to any Determination Date and
any
Class of Group III-A Certificates, the percentage calculated by
dividing the
Principal Balance of such Class (or, in the case of the Accrual
Certificates,
the Original Principal Balance of the Accrual Certificates, if
lower) by the
Group III-A Loss Denominator (determined without regard to any such
Principal
Balance of any Class of Group III-A Certificates not then
outstanding), in each
case determined as of the preceding Determination Date.
Group III-A Non-PO Optimal Amount: As to any Distribution Date,
the
sum for such Distribution Date of (i) the Group III-A Interest
Accrual Amount,
(ii) the Aggregate Group III-A Unpaid Interest Shortfall and (iii)
the Group
III-A Non-PO Optimal Principal Amount.
Group III-A Non-PO Optimal Principal Amount: As to any
Distribution
Date, an amount equal to the sum of (I) the sum, as to each Group
III Mortgage
Loan that is an Outstanding Mortgage Loan, of the product of (x)
the Non-PO
Fraction with respect to such Mortgage Loan, and (y) the sum
of:
(i) the Group III-A Percentage of the principal portion of the
Monthly Payment due on the Due Date occurring in the month of
such
Distribution Date on such Mortgage Loan;
(ii) the Group III-A Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group III-A Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group III-A Percentage of the Substitution Principal
Amount
with respect to each Mortgage Loan for which a Mortgage Loan
was
substituted during the one month period ending on the day preceding
the
Determination Date for such Distribution Date, less the amount
allocable
to the
principal portion of any unreimbursed Periodic Advances
previously
made by
the applicable Servicer, the Master Servicer or the Trustee in
respect of
such Mortgage Loan for which a Mortgage Loan was substituted;
and
(II) the
Group III-A Prepayment Percentage of the Non-PO Recovery for
Loan
Group III
for such Distribution Date.
Group III-A Non-PO Principal Balance: As of any date, an amount
equal to the Group III-A Principal Balance less the Principal
Balance of the
Class III-A-PO Certificates.
Group III-A Non-PO Principal Distribution Amount: As to any
Distribution Date, the aggregate amount distributed in respect of
the Classes of
Group III-A Certificates pursuant to Paragraph third clause (C)(1)
of Section
4.01(a)(i).
Group III-A Percentage: As to any Distribution Date occurring on
or
prior to the applicable Subordination Depletion Date, the lesser of
(i) 100% and
(ii) the percentage obtained by dividing the Group III-A Non-PO
Principal
Balance (determined as of the Determination Date preceding such
Distribution
Date) by the Group III Pool Balance (Non-PO Portion). As to any
Distribution
Date occurring subsequent to the applicable Subordination Depletion
Date, 100%
or such lesser percentage which will cause the Group III-A Non-PO
Principal
Balance to decline to zero following the distribution made on such
Distribution
Date.
Group III-A Prepayment Percentage: As to any Distribution Date
to
and including the Distribution Date in February 2012, 100%. As to
any
Distribution Date subsequent to February 2012 to and including the
Distribution
Date in February 2013, the Group III-A Percentage as of such
Distribution Date
plus 70% of the Group III Subordinated Percentage as of such
Distribution Date.
As to any Distribution Date subsequent to February 2013 to and
including the
Distribution Date in February 2014, the Group III-A Percentage as
of such
Distribution Date plus 60% of the Group III Subordinated Percentage
as of such
Distribution Date. As to any Distribution Date subsequent to
February 2014 to
and including the Distribution Date in February 2015, the Group
III-A Percentage
as of such Distribution Date plus 40% of the Group III Subordinated
Percentage
as of such Distribution Date. As to any Distribution Date
subsequent to February
2015 to and including the Distribution Date in February 2016, the
Group III-A
Percentage as of such Distribution Date plus 20% of the Group III
Subordinated
Percentage as of such Distribution Date. As to any Distribution
Date subsequent
to February 2016, the Group III-A Percentage as of such
Distribution Date. The
foregoing is subject to the following: (i) if the aggregate
distribution to
Holders of Group III-A Certificates on any Distribution Date of the
Group III-A
Prepayment Percentage provided above of Unscheduled Principal
Receipts
distributable on such Distribution Date would reduce the Group
III-A Non-PO
Principal Balance below zero, the Group III-A Prepayment Percentage
for such
Distribution Date shall be the percentage necessary to bring the
Group III-A
Non-PO Principal Balance to zero and thereafter the Group III-A
Prepayment
Percentage shall be zero and (ii) if the Group III-A Percentage as
of any
Distribution Date is greater than the Original Group III-A
Percentage, the Group
III-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 Group
III-A Prepayment
Percentage described in the second through sixth sentences of this
definition of
Group III-A Prepayment Percentage shall not be applicable with
respect to such
Distribution Date. In such event, the Group III-A Prepayment
Percentage for such
Distribution Date will be determined in accordance with the
applicable
provision, as set forth in the first through fifth sentences above,
which was
actually used to determine the Group III-A Prepayment Percentage
for the
Distribution Date occurring in the February preceding such
Distribution Date (it
being understood that for the purposes of the determination of the
Group III-A
Prepayment Percentage for the current Distribution Date, the
current Group III-A
Percentage and Group III Subordinated Percentage shall be
utilized).
No reduction in the Group III-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 Group III
Mortgage Loans that were delinquent 60 days or more (including for
this purpose
any payments due with respect to Group III Mortgage Loans in
foreclosure and REO
Mortgage Loans) were greater than or equal to 50% of the Class
III-B Principal
Balance or (b) cumulative Realized Losses on the Group III Mortgage
Loans exceed
(1) 30% of the Original Class III-B Principal Balance if such
Distribution Date
occurs between and including March 2012 and February 2013, (2) 35%
of the
Original Class III-B Principal Balance if such Distribution Date
occurs between
and including March 2013 and February 2014, (3) 40% of the Original
Class III-B
Principal Balance if such Distribution Date occurs between and
including March
2014 and February 2015, (4) 45% of the Original Class III-B
Principal Balance if
such Distribution Date occurs between and including March 2015 and
February
2016, and (5) 50% of the Original Class III-B Principal Balance if
such
Distribution Date occurs during or after March 2016. With respect
to any
Distribution Date on which the Group III-A Prepayment Percentage is
reduced
below the Group III-A Prepayment Percentage for the prior
Distribution Date, the
Master Servicer shall certify to the Trustee, based upon
information provided by
each Servicer as to the Mortgage Loans serviced by it that the
criteria set
forth in the preceding sentence are met.
Group III-A Principal Balance: As of any date, an amount equal
to
the sum of the Principal Balances for the Group III-A
Certificates.
Group A Non-PO Principal Balance: Any of the Group I-A Non-PO
Principal Balance, Group II-A Non-PO Principal Balance or Group
III-A Non-PO
Principal Balance.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person,
such
Person who (i) is in fact independent of the Depositor, the Master
Servicer and
any Servicer, (ii) does not have any direct financial interest or
any material
indirect financial interest in the Depositor or the Master Servicer
or any
Servicer or in an affiliate of either, and (iii) is not connected
with the
Depositor, the Master Servicer or any Servicer as an officer,
employee,
promoter, underwriter, trustee, partner, director or person
performing similar
functions.
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 and Class
III-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 or, in
the case of a
Class of Interest Only Certificates, the related Notional Amount,
as of the
Determination Date immediately preceding such Distribution Date
minus (ii) the
sum of (A) the Group I-A Interest Percentage, the Group II-A
Interest Percentage
or the Group III-A Interest Percentage, as applicable, of such
Class of the
interest portion of any Realized Losses allocated to the Group I-A
Certificates,
Group II-A Certificates or Group III-A Certificates, as applicable,
on or after
the applicable Subordination Depletion Date pursuant to Section
4.02(c) and (B)
the Crossed Group Class A Interest Percentage or the Group III-A
Interest
Percentage, as applicable, of such Class of any Non-Supported
Interest Shortfall
or Relief Act Shortfall allocated to the Crossed Group Class A
Certificates or
the Group III-A Certificate with respect to such Distribution Date.
The Class
A-PO and Class III-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 Cr-B or Class III-B Certificates with
respect to such
Distribution Date.
Interest Only Certificates: Any of the Class I-A-11, Class
I-A-19
and Class I-A-20 Certificates.
Letter of Credit: As defined in the Wells Fargo Bank Servicing
Agreement.
LIBOR: As to any Distribution Date, the arithmetic mean of the
London Interbank offered rate quotations for one month U.S. dollar
deposits, as
determined by the Paying Agent on the related Rate Determination
Date in
accordance with Section 4.07.
LIBOR Business Day: Any Business Day on which banks are open
for
dealing in foreign currency and exchange in London, England and the
City of New
York.
LIBOR Certificates: Any of the Class I-A-10 and Class I-A-11
Certificates.
Liquidated Loan: A Mortgage Loan with respect to which the
related
Mortgaged Property has been acquired, liquidated or foreclosed and
with respect
to which the applicable Servicer determines that all Liquidation
Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date,
the
aggregate of the amount of losses with respect to each Mortgage
Loan which
became a Liquidated Loan during the Applicable Unscheduled
Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such
Distribution
Date, equal to the excess of (i) the unpaid principal balance of
each such
Liquidated Loan, plus accrued interest thereon in accordance with
the
amortization schedule at the time applicable thereto at the
applicable Net
Mortgage Interest Rate from the Due Date as to which interest was
last paid with
respect thereto through the last day of the month preceding the
month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds
with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in
connection
with the liquidation of any defaulted Mortgage Loan or property
acquired in
respect thereof (including, without limitation, legal fees and
expenses,
committee or referee fees, and, if applicable, brokerage
commissions and
conveyance taxes), any unreimbursed advances (including Periodic
Advances)
expended by such Servicer pursuant to its Servicing Agreement or
the Master
Servicer or Trustee pursuant hereto respecting the related Mortgage
Loan,
including any unreimbursed advances for real property taxes or for
property
restoration or preservation of the related Mortgaged Property.
Liquidation
Expenses shall not include any previously incurred expenses in
respect of an REO
Mortgage Loan which have been netted against related REO
Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) or PMI Advances made by a Servicer in
connection with the
liquidation of defaulted Mortgage Loans or property acquired in
respect thereof,
whether through foreclosure, sale or otherwise, including payments
in connection
with such Mortgage Loans received from the Mortgagor, other than
amounts
required to be paid to the Mortgagor pursuant to the terms of the
applicable
Mortgage or to be applied otherwise pursuant to law.
Liquidation Profits: As to any Distribution Date and any
Mortgage
Loan that became a Liquidated Loan during the Applicable
Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts
for such
Distribution Date, the excess, if any, of (i) Net Liquidation
Proceeds in
respect of such Liquidated Loan over (ii) the unpaid principal
balance of such
Liquidated Loan plus accrued interest thereon in accordance with
the
amortization schedule at the time applicable thereto at the
applicable Net
Mortgage Interest Rate from the Due Date to which interest was last
paid with
respect thereto through the last day of the month preceding the
month in which
such Distribution Date occurs.
Loan Group: Any of Loan Group I, Loan Group II or Loan Group
III.
Loan Group I: The Group I Mortgage Loans.
Loan Group II: The Group II Mortgage Loans.
Loan Group III: The Group III Mortgage Loans.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular
Mortgage Loan at
origination and the denominator of which is the lesser of (x) the
appraised
value of the related Mortgaged Property determined in the appraisal
used by the
originator at the time of origination of such Mortgage Loan, and
(y) if the
Mortgage is originated in connection with a sale of the Mortgaged
Property, the
sale price for such Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section
4.01(a)(iii).
Lower-Tier
REMIC: One of two separate REMICs comprising the Trust
Estate, the assets of which consist of the Mortgage Loans (other
than Fixed
Retained Yield), such amounts as shall from time to time be held in
the
Certificate Account (other than Fixed Retained Yield), the
insurance policies,
if any, relating to a Mortgage Loan and property which secured a
Mortgage Loan
and which has been acquired by foreclosure or deed in lieu of
foreclosure.
Master Servicer: Wells Fargo Bank, or its successor in
interest.
Initially, the Master Servicer functions shall be performed by the
Corporate
Trust Services division of Wells Fargo Bank.
Master Servicer Errors and Omissions Policy: An insurance
policy
covering losses caused by errors or omissions of the Master
Servicer and its
personnel.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer
pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum
rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.30.
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 February 27, 2007 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;
(xvii) the name of the
Servicer; and
(xviii) whether such Mortgage Loan is a Group I Mortgage Loan,
Group
II Mortgage Loan or Group III Mortgage Loan.
Such schedule may consist of multiple reports that collectively
set
forth all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and
assigned
to the Trustee on the Closing Date pursuant to Section 2.01(a) and
any mortgage
loans substituted therefor pursuant to Section 2.02 or 2.03, in
each case as
from time to time are included in the Trust Estate as identified in
the Mortgage
Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness
evidencing
the indebtedness of a Mortgagor under a Mortgage Loan together with
any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which
may
include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan,
a
rate equal to (i) the Mortgage Interest Rate on such Mortgage Loan
minus (ii)
the sum of (a) the applicable Servicing Fee Rate, as set forth in
Section 11.29
with respect to such Mortgage Loan, (b) the Master Servicing Fee
Rate, as set
forth in Section 11.30 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: (a) With respect to any Crossed Group 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 6.000% and (b)
with respect to
any Group III 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
5.250%.
Non-PO Recovery: As to any Distribution Date and each Loan
Group,
the amount of all Recoveries for Group I Mortgage Loans, Group II
Mortgage Loans
or Group III Mortgage Loans, as applicable, received during the
Applicable
Unscheduled Principal Receipt Periods for such Distribution Date
less the Class
I-A-PO Recovery, Class II-A-PO Recovery and Class III-A-PO
Recovery, as
applicable, 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 and (A) the Crossed Loan Groups the sum of (i) the excess, if
any, of the
aggregate Prepayment Interest Shortfall on the Crossed Group
Mortgage Loans over
the aggregate Compensating Interest with respect to such Crossed
Loan Groups for
such Distribution Date and (ii) Curtailment Interest Shortfalls
with respect to
such Crossed Loan Groups for such Distribution Date and (B) Loan
Group III, the
sum of (i) the excess, if any, of the aggregate Prepayment Interest
Shortfall on
the Group III Mortgage Loans over the aggregate Compensating
Interest with
respect to such Group III Mortgage Loans for such Distribution Date
and (ii)
Curtailment Interest Shortfalls with respect to such Group III
Mortgage Loans
for such Distribution Date. With respect to each Distribution Date
occurring on
or after the Subordination Depletion Date for the Crossed Groups or
Group III,
as the case may be, the Non-Supported Interest Shortfall for the
Crossed Loan
Groups or Loan Group III, as applicable, determined pursuant to the
preceding
sentence will be increased by the amount of any applicable
Subordination
Depletion Date Interest Shortfall with respect to the Crossed Loan
Groups or
Loan Group III, as the case may be, for such Distribution Date.
Any
Non-Supported Interest Shortfall will be allocated (A) (i) in the
case of the
Crossed Loan Groups, to the Crossed Groups of Class A Certificates
according to
the percentage obtained by dividing the Crossed Group Class A
Non-PO Principal
Balance by the Aggregate Crossed Group Non-PO Principal Balance or,
(ii) in the
case of Loan Group III to the Group III-A Certificates according to
the
percentage obtained by dividing the Group III-A Non-PO Principal
Balance by the
Aggregate Group III Non-PO Principal Balance and (B) (i) in the
case of the
Crossed Loan Groups, to the Class Cr-B Certificates according to
the percentage
obtained by dividing the Class Cr-B Principal Balance by the
Aggregate Crossed
Group Non-PO Principal Balance or, (ii) in the case of Loan Group
III, to the
Class III-B Certificates according to the percentage obtained by
dividing the
Class III-B Principal Balance by the Aggregate Group III Non-PO
Principal
Balance.
Non-U.S. Person: As defined in Section 4.01(g).
Notional Amount: The Class I-A-11 Notional Amount, the Class
I-A-19
Notional Amount or the Class I-A-20 Notional Amount.
NYCEMA: A New York Consolidation, Extension and Modification
Agreement.
Officer's Certificate: With respect to any Person, a
certificate
signed by the Chairman of the Board, the President or a Vice
President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers,
Assistant
Secretaries or any other duly authorized officer of such Person
(or, in the case
of a Person which is not a corporation, signed by the person or
persons having
like responsibilities).
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 of the
Crossed Groups or Group III, as applicable, would be subject to
further
reduction as a result of the third sentence of the definition of
Principal
Balance or (b) the Principal Balance of a Class of Class Cr-B or
Class III-B
Certificates, as applicable, with a lower numerical designation
would be reduced
with respect to such Distribution Date as a result of the
application of the
proviso in the definition of Class Cr-B-1 Principal Balance, Class
Cr-B-2
Principal Balance, Class Cr-B-3 Principal Balance, Class Cr-B-4
Principal
Balance, Class Cr-B-5 Principal Balance, Class Cr-B-6 Principal
Balance, Class
III-B-1 Principal Balance, Class III-B-2 Principal Balance, Class
III-B-3
Principal Balance, Class III-B-4 Principal Balance, Class III-B-5
Principal
Balance or Class III-B-6 Principal Balance.
Original Aggregate Crossed Group Class A Percentage: The
Aggregate
Crossed Group Class A Percentage as of the Cut-Off Date as set
forth in Section
11.07.
Original Aggregate Crossed Group Non-PO Principal Balance: The
Aggregate Crossed Group Non-PO Principal Balance as of the Cut-Off
Date, as set
forth in Section 11.06(a).
Original Aggregate Group III Non-PO Principal Balance: The
Aggregate
Group III Non-PO Principal Balance as of the Cut-Off Date, as set
forth in
Section 11.06(b).
Original Class I-A-11 Notional Amount: The Original Class
I-A-11
Notional Amount as set forth in Section 11.04(a).
Original Class I-A-19 Notional Amount: The Original Class
I-A-19
Notional Amount as set forth in Section 11.04(b).
Original Class I-A-20 Notional Amount: The Original Class
I-A-20
Notional Amount as set forth in Section 11.04(c).
Original Class III-B Principal Balance: The sum of the Original
Class III-B-1 Principal Balance, the Original Class III-B-2
Principal Balance,
the Original Class III-B-3 Principal Balance, the Original Class
III-B-4
Principal Balance, the Original Class III-B-5 Principal Balance and
the Original
Class III-B-6 Principal Balance, as set forth in Section
11.08(b).
Original Class III-B-1 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of
the Original
Class III-B-2 Principal Balance, the Original Class III-B-3
Principal Balance,
the Original Class III-B-4 Principal Balance, the Original Class
III-B-5
Principal Balance and the Original Class III-B-6 Principal Balance
by the
Original Aggregate Group III Non-PO Principal Balance. The Original
Class
III-B-1 Fractional Interest is specified in Section 11.15.
Original Class III-B-2 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of
the Original
Class III-B-3 Principal Balance, the Original Class III-B-4
Principal Balance,
the Original Class III-B-5 Principal Balance and the Original Class
III-B-6
Principal Balance by the Original Aggregate Group III Non-PO
Principal Balance.
The Original Class III-B-2 Fractional Interest is specified in
Section 11.16.
Original Class III-B-3 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of
the Original
Class III-B-4 Principal Balance, the Original Class III-B-5
Principal Balance
and the Original Class III-B-6 Principal Balance by the Original
Aggregate Group
III Non-PO Principal Balance. The Original Class III-B-3 Fractional
Interest is
specified in Section 11.17.
Original Class III-B-4 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of
the Original
Class III-B-5 Principal Balance and the Original Class III-B-6
Principal Balance
by the Original Aggregate Group III Non-PO Principal Balance. The
Original Class
III-B-4 Fractional Interest is specified in Section 11.18.
Original Class III-B-5 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the Original
Class
III-B-6 Principal Balance by the Original Aggregate Group III
Non-PO Principal
Balance. The Original Class III-B-5 Fractional Interest is
specified in Section
11.19.
Original Class III-B-1 Percentage: The Class III-B-1 Percentage
as
of the Cut-Off Date, as set forth in Section 11.20.
Original Class III-B-2 Percentage: The Class III-B-2 Percentage
as
of the Cut-Off Date, as set forth in Section 11.21.
Original Class III-B-3 Percentage: The Class III-B-3 Percentage
as
of the Cut-Off Date, as set forth in Section 11.22.
Original Class III-B-4 Percentage: The Class III-B-4 Percentage
as
of the Cut-Off Date, as set forth in Section 11.23.
Original Class III-B-5 Percentage: The Class III-B-5 Percentage
as
of the Cut-Off Date, as set forth in Section 11.24.
Original Class III-B-6 Percentage: The Class III-B-6 Percentage
as
of the Cut-Off Date, as set forth in Section 11.25.
Original Class III-B-1 Principal Balance: The Class III-B-1
Principal Balance as of the Cut-Off Date, as set forth in Section
11.09.
Original Class III-B-2 Principal Balance: The Class III-B-2
Principal Balance as of the Cut-Off Date, as set forth in Section
11.09.
Original Class III-B-3 Principal Balance: The Class III-B-3
Principal Balance as of the Cut-Off Date, as set forth in Section
11.09.
Original Class III-B-4 Principal Balance: The Class III-B-4
Principal Balance as of the Cut-Off Date, as set forth in Section
11.09.
Original Class III-B-5 Principal Balance: The Class III-B-5
Principal Balance as of the Cut-Off Date, as set forth in Section
11.09.
Original Class III-B-6 Principal Balance: The Class III-B-6
Principal Balance as of the Cut-Off Date, as set forth in Section
11.09.
Original Class Cr-B Principal Balance: The sum of the Original
Class
Cr-B-1 Principal Balance, the Original Class Cr-B-2 Principal
Balance, the
Original Class Cr-B-3 Principal Balance, the Original Class Cr-B-4
Principal
Balance, the Original Class Cr-B-5 Principal Balance and the
Original Class
Cr-B-6 Principal Balance, as set forth in Section 11.08(a).
Original Class Cr-B-1 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of
the Original
Class Cr-B-2 Principal Balance, the Original Class Cr-B-3 Principal
Balance, the
Original Class Cr-B-4 Principal Balance, the Original Class Cr-B-5
Principal
Balance and the Original Class Cr-B-6 Principal Balance by the
Original
Aggregate Crossed Group Non-PO Principal Balance. The Original
Class Cr-B-1
Fractional Interest is specified in Section 11.10.
Original Class Cr-B-2 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of
the Original
Class Cr-B-3 Principal Balance, the Original Class Cr-B-4 Principal
Balance, the
Original Class Cr-B-5 Principal Balance and the Original Class
Cr-B-6 Principal
Balance by the Original Aggregate Crossed Group Non-PO Principal
Balance. The
Original Class Cr-B-2 Fractional Interest is specified in Section
11.11.
Original Class Cr-B-3 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of
the Original
Class Cr-B-4 Principal Balance, the Original Class Cr-B-5 Principal
Balance and
the Original Class Cr-B-6 Principal Balance by the Original
Aggregate Crossed
Group Non-PO Principal Balance. The Original Class Cr-B-3
Fractional Interest is
specified in Section 11.12.
Original Class Cr-B-4 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of
the Original
Class Cr-B-5 Principal Balance and the Original Class Cr-B-6
Principal Balance
by the Original Aggregate Crossed Group Non-PO Principal Balance.
The Original
Class Cr-B-4 Fractional Interest is specified in Section 11.13.
Original Class Cr-B-5 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the Original
Class Cr-B-6
Principal Balance by the Original Aggregate Crossed Group Non-PO
Principal
Balance. The Original Class Cr-B-5 Fractional Interest is specified
in Section
11.14.
Original Class Cr-B-1 Principal Balance: The Class Cr-B-1
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class Cr-B-2 Principal Balance: The Class Cr-B-2
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class Cr-B-3 Principal Balance: The Class Cr-B-3
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class Cr-B-4 Principal Balance: The Class Cr-B-4
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class Cr-B-5 Principal Balance: The Class Cr-B-5
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class Cr-B-6 Principal Balance: The Class Cr-B-6
Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Group I-A Percentage: The Group I-A Percentage as of
the
Cut-Off Date, as set forth in Section 11.03(a).
Original Group II-A Percentage: The Group II-A Percentage as of
the
Cut-Off Date, as set forth in Section 11.03(b).
Original Group III-A Percentage: The Group III-A Percentage as
of
the Cut-Off Date, as set forth in Section 11.03(c).
Original Notional Amount: The Original Class I-A-11 Notional
Amount,
Original Class I-A-19 Notional Amount or Original Class I-A-20
Notional Amount,
as set forth in Section 11.04.
Original Principal Balance: Any of the Original Principal
Balances
of the Classes of Class A Certificates as set forth in Section
11.05; any of the
Original Component Principal Balances of the Class A-PO Components
as set forth
in Section 11.05; the Original Class Cr-B-1 Principal Balance,
Original Class
Cr-B-2 Principal Balance, Original Class Cr-B-3 Principal Balance,
Original
Class Cr-B-4 Principal Balance, Original Class Cr-B-5 Principal
Balance,
Original Class Cr-B-6 Principal Balance, Original Class III-B-1
Principal
Balance, Original Class III-B-2 Principal Balance, Original Class
III-B-3
Principal Balance, Original Class III-B-4 Principal Balance,
Original Class
III-B-5 Principal Balance or Original Class III-B-6 Principal
Balance, as set
forth in Section 11.09.
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.
PAC Certificates: The Class I-A-8, Class I-A-9, Class I-A-14,
Class
I-A-15, Class I-A-16, Class I-A-17 and Class I-A-18
Certificates.
PAC Principal Amount: As defined in Section 4.01(b).
PAC Group: The PAC Certificates.
Partial Liquidation Proceeds: Liquidation Proceeds received by
a
Servicer prior to the Unscheduled Principal Receipt Period in which
the related
Mortgage Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized to make distributions to
Certificateholders with respect to the Certificates and to forward
to
Certificateholders the periodic and annual statements required by
Section 4.04.
The Paying Agent may be the Trustee. The initial Paying Agent is
appointed in
Section 4.03(b).
Paying Agent Agreement: As defined in Section 4.03(b).
Payment Account: The account maintained pursuant to Section
4.03(a).
Percentage Interest: With respect to a Class A Certificate of a
Class (other than an Interest Only Certificate), the undivided
percentage
interest obtained by dividing the original principal balance of
such Certificate
by the Original Principal Balance of such Class of Class A
Certificates. With
respect to an Interest Only Certificate of a Class, the undivided
percentage
interest obtained by dividing the original notional amount
evidenced by such
Interest Only Certificate by the Original Notional Amount of such
Class of
Interest Only Certificates. With respect to a Class B Certificate
of a Class,
the undivided percentage interest obtained by dividing the original
principal
balance of such Certificate by the Original Principal Balance of
such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be
made
by a Servicer on any Remittance Date pursuant to its Servicing
Agreement or by
the Master Servicer or the Trustee hereunder on any Distribution
Date, the
amount of any such advances being equal to the total of all Monthly
Payments
(adjusted, in each case (i) in respect of interest, to the
applicable Mortgage
Interest Rate less the applicable Servicing Fee in the case of
Periodic Advances
made by a Servicer and to the applicable Net Mortgage Interest Rate
in the case
of Periodic Advances made by the Master Servicer or Trustee and
(ii) by the
amount of any related Debt Service Reductions or reductions in the
amount of
interest collectable from the Mortgagor pursuant to the
Servicemembers Civil
Relief Act, as it may be amended from time to time, or similar
legislation or
regulations then in effect) on the Mortgage Loans, that (x) were
delinquent as
of the close of business on the related Determination Date, (y)
were not the
subject of a previous Periodic Advance by such Servicer or of a
Periodic Advance
by the Master Servicer or the Trustee, as the case may be and (z)
have not been
determined by the Master Servicer, such Servicer or Trustee to be
Nonrecoverable
Advances. For purposes of the preceding sentence, the Monthly
Payment on each
Balloon Loan with a delinquent Balloon Payment is equal to the
assumed monthly
payment that would have been due on the related Due Date based on
the original
principal amortization schedule for such Balloon Loan.
Person: Any individual, corporation, partnership, joint
venture,
association, joint-stock company, trust, unincorporated
organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
Pledge Holder: As defined in the Wells Fargo Bank Servicing
Agreement.
Pledged Asset Mortgage Loans: The Mortgage Loans listed on Exhibit
Q
for which Letters of Credit have been issued.
PMI Advance: As defined in the related Servicing Agreement, if
applicable.
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.
PO Recoveries: Any of the Class I-A-PO Recoveries, the Class
II-A-PO
Recoveries or the Class III-A-PO Recoveries.
Pool Balance (Non-PO Portion): Any of the Group I Pool Balance
(Non-PO Portion), Group II Pool Balance (Non-PO Portion) or Group
III Pool
Balance (Non-PO Portion).
Pool Scheduled Principal Balance: The sum of the Group I Pool
Scheduled Principal Balance, Group II Pool Scheduled Principal
Balance and Group
III Pool Scheduled Principal Balance.
Prepayment In Full: With respect to any Mortgage Loan, a
Mortgagor
payment consisting of a Principal Prepayment in the amount of the
outstanding
principal balance of such loan and resulting in the full
satisfaction of such
obligation.
Prepayment Interest Shortfall: On any Distribution Date, the
amount
of interest, if any, that would have accrued on any Mortgage Loan
which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate
for such
Mortgage Loan from the date of its Prepayment in Full (but in the
case of a
Prepayment in Full where the Applicable Unscheduled Principal
Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in
Full is on
or after the Determination Date in the month prior to the month of
such
Distribution Date and prior to the first day of the month of such
Distribution
Date) through the last day of the month prior to the month of such
Distribution
Date.
Principal Adjustment: In the event that the Class Cr-B-1
Optimal
Principal Amount, Class Cr-B-2 Optimal Principal Amount, Class
Cr-B-3 Optimal
Principal Amount, Class Cr-B-4 Optimal Principal Amount, Class
Cr-B-5 Optimal
Principal Amount, Class Cr-B-6 Optimal Principal Amount, Class
III-B-1 Optimal
Principal Amount, Class III-B-2 Optimal Principal Amount, Class
III-B-3 Optimal
Principal Amount, Class III-B-4 Optimal Principal Amount, Class
III-B-5 Optimal
Principal Amount or Class III-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)(i) for
such
Distribution Date, calculated without regard to such proviso and
assuming there
are no Principal Adjustments for such Distribution Date and (ii)
the Adjusted
Principal Balance for such Class.
Principal Balance: As of the first Determination Date and as to
any
Class of Class A Certificates (other than a Class of Interest Only
Certificates)
or Component, the Original Principal Balance of such Class or
Component. As of
any subsequent Determination Date prior to the applicable
Subordination
Depletion Date and as to any Class of Class A Certificates (other
than a Class
of Interest Only Certificates and the Class A-PO and Class
III-A-PO
Certificates), the Original Principal Balance of such Class
(increased in the
case of the Accrual Certificates by the Accrual Distribution
Amounts with
respect to prior Distribution Dates) less the sum of all amounts
previously
distributed in respect of such Class on prior Distribution Dates
(i) pursuant to
Paragraph third clauses (A)(1), (B)(1) and (C)(1) of Section
4.01(a)(i), as
applicable, (ii) pursuant to clause (iv) of Section 4.01(b), (iii)
as a result
of a Principal Adjustment and (iv) if applicable, from the Accrual
Distribution
Amounts for such prior Distribution Dates. After the applicable
Subordination
Depletion Date, each such Principal Balance of a Class of Class A
Certificates
(other than the Class A-PO and Class III-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 Group I-A Loss Percentage, Group II-A Loss Percentage or Group
III-A Loss
Percentage, as applicable, of such Class and the difference, if
any, between (a)
the Group I-A Non-PO Principal Balance, Group II-A Non-PO Principal
Balance or
Group III-A Non-PO Principal Balance, as applicable, as of such
Determination
Date without regard to this sentence and (b) the Group I Adjusted
Pool Amount
(Non-PO Portion), Group II Adjusted Pool Amount (Non-PO Portion) or
Group III
Adjusted Pool Amount (Non-PO Portion), as applicable, for the
preceding
Distribution Date; provided, however, that the amount of any such
reduction for
the Class I-A-10 Certificates will be decreased by the Class I-A-21
Loss
Allocation Amount, the amount of any such reduction for the Class
I-A-13
Certificates will be decreased by the Class I-A-22 Loss Allocation
Amount, the
amount of any such reduction for the Class II-A-1 Certificates will
be decreased
by the Class II-A-2 Loss Allocation Amount and the amount of any
such reduction
for the Class III-A-3 Certificates will be decreased by the Class
III-A-6 Loss
Allocation Amount. After the Subordination Depletion Date (i) for
the Crossed
Groups, the Principal Balance for the Class I-A-21 Certificates
will
additionally be reduced by the Class I-A-21 Loss Allocation Amount,
the
Principal Balance for the Class I-A-22 Certificates will
additionally be reduced
by the Class I-A-22 Loss Allocation Amount and the Principal
Balance for the
Class II-A-2 Certificates will additionally be reduced by the Class
II-A-2 Loss
Allocation Amount and (ii) for Group III, the Principal Balance for
the Class
III-A-6 Certificates will additionally be reduced by the Class
III-A-6 Loss
Allocation Amount. In addition, any increase allocated to the Class
I-A-10
Certificates pursuant to the third sentence above will instead
increase the
Principal Balance of the Class I-A-21 Certificates, any increase
allocated to
the Class I-A-13 Certificates pursuant to the third sentence above
will instead
increase the Principal Balance of the Class I-A-22 Certificates,
any increase
allocated to the Class II-A-1 Certificates pursuant to the third
sentence above
will instead increase the Principal Balance of the Class II-A-2
Certificates and
any increase allocated to the Class III-A-3 Certificates pursuant
to the third
sentence above will instead increase the Principal Balance of the
Class III-A-6
Certificates.
The Class I-A-11, Class I-A-19 and Class I-A-20 Certificates
are
Interest Only Certificates and have no Principal Balance.
As of any subsequent Determination Date and as to the Class
I-A-PO
Component and Class II-A-PO Component, the Original Principal
Balance of such
Component less the sum of all amounts previously distributed in
respect of the
Class A-PO Certificates with respect to such Class A-PO Component
on prior
Distribution Dates pursuant to Paragraph third clauses (A)(2) and
(B)(2), as
applicable, of Section 4.01(a)(i). The Principal Balance of such
Component 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 such
Component as of
such Determination Date without regard to this sentence and (y) the
Group I
Adjusted Pool Amount (PO Portion) or Group II Adjusted Pool Amount
(PO Portion),
as applicable, for the preceding Distribution Date.
The Principal Balance of the Class A-PO Certificates will equal
the
sum of the Principal Balances of the Class A-PO Components.
As of any subsequent Determination Date and as to the Class
III-A-PO
Certificates, the Original Principal Balance of such Class less the
sum of all
amounts previously distributed in respect of the Class III-A-PO
Certificates on
prior Distribution Dates pursuant to Paragraph third clause (C)(2)
of Section
4.01(a)(i). The Principal Balance of such Class III-A-PO
Certificate 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 such Class III-A-PO
Certificates as of
such Determination Date without regard to this sentence and (y) the
Group III
Adjusted Pool Amount (PO Portion) for the preceding Distribution
Date.
As to the Class B Certificates, the Class Cr-B-1 Principal
Balance,
Class Cr-B-2 Principal Balance, Class Cr-B-3 Principal Balance,
Class Cr-B-4
Principal Balance, Class Cr-B-5 Principal Balance, Class Cr-B-6
Principal
Balance, Class III-B-1 Principal Balance, Class III-B-2 Principal
Balance, Class
III-B-3 Principal Balance, Class III-B-4 Principal Balance, Class
III-B-5
Principal Balance and Class III-B-6 Principal Balance,
respectively.
Notwithstanding the foregoing, no Principal Balance of a Class
or
Component will be increased on any Determination Date such that the
Principal
Balance of such Class or Component exceeds its Original Principal
Balance (plus
any Accrual Distribution Amounts previously added to the Principal
Balance of
the Accrual Certificates) less all amounts previously distributed
in respect of
such Class or Component on prior Distribution Dates pursuant to
Paragraph third
clauses (A)(1), (B)(1) or (C)(1) of Section 4.01(a)(i), Paragraph
third clauses
(A)(2), (B)(2) or (C)(2) of Section 4.01(a)(i), or Paragraphs
third, sixth,
ninth, twelfth, fifteenth or eighteenth of Section 4.01(a)(ii).
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan
which
is received in advance of its Due Date and is not accompanied by an
amount
representing scheduled interest for any period subsequent to the
date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution
Date,
the calendar month preceding the month in which such Distribution
Date occurs.
Priority 1 Amount: For any Distribution Date, the product of (i)
the
Priority 1 Percentage, (ii) the Shift Percentage and (iii) the sum
of the Group
I Scheduled Principal Amount and Group I Unscheduled Principal
Amount.
Priority 1 Percentage: The sum of the Principal Balances of the
Class I-A-6 and Class I-A-7 Certificates divided by the Group I
Pool Balance
(Non-PO Portion).
Priority 2 Amount: For any Distribution Date, the product of (i)
the
Priority 2 Percentage, (ii) the Shift Percentage and (iii) the sum
of the Group
I Scheduled Principal Amount and Group I Unscheduled Principal
Amount.
Priority 2 Percentage: The Principal Balance of the Class I-A-5
Certificates divided by the Group I Pool Balance (Non-PO
Portion).
Priority 3 Amount: For any Distribution Date, the product of (i)
the
Priority 3 Percentage, (ii) the Shift Percentage and (iii) the sum
of the Group
I Scheduled Principal Amount and Group I Unscheduled Principal
Amount.
Priority 3 Percentage: The sum of the Principal Balances of the
Class I-A-13, Class I-A-21 and Class I-A-22 Certificates divided by
the Group I
Pool Balance (Non-PO Portion).
Priority 4 Amount: For any Distribution Date, the product of (i)
the
Priority 4 Percentage, (ii) the Shift Percentage and (iii) the sum
of the Group
III Scheduled Principal Amount and Group III Unscheduled Principal
Amount.
Priority 4 Percentage: The sum of the Principal Balances of the
Class III-A-5 and Class III-A-6 Certificates divided by the Group
III Pool
Balance (Non-PO Portion).
Prohibited Transaction Tax: Any tax imposed under Section 860F
of
the Code.
Prospectus: The prospectus dated February 26, 2007 as
supplemented
by the prospectus supplement dated February 26, 2007, relating to
the Class A,
Class Cr-B-1, Class Cr-B-2, Class Cr-B-3, Class III-B-1, Class
III-B-2 and Class
III-B-3 Certificates.
Prudent Servicing Practices: The standard of care set forth in
each
Servicing Agreement.
Rate Determination Date: As to any Distribution Date and any
Class
of LIBOR Certificates, the second LIBOR Business Day preceding the
25th day of
the month preceding the month in which such Distribution Date
occurs.
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 I-A-10 Certificates
are Fitch,
S&P and Moody's. The Rating Agency for the Class I-A-R
Certificate is Fitch. The
Rating Agencies for the Class A Certificates (other than the Class
I-A-10 and
Class I-A-R Certificates) are Fitch and Moody's. The Rating Agency
for the Class
Cr-B-1, Class Cr-B-2, Class Cr-B-3, Class Cr-B-4, Class Cr-B-5,
Class III-B-1,
Class III-B-2, Class III-B-3, Class III-B-4 and Class III-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 A-1 in the
case of S&P,
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 S&P and 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: For (i) the Class I-A-10 and Class I-A-11
Certificates,
the Business Day preceding the related Distribution Date and (ii)
all other
Certificates, 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.
Reference Banks: Initially, the Reference Banks shall be
Deutsche
Bank International, Bank of America, N.A., Citibank, N.A., and The
Fuji Bank,
Limited. If any of these banks are not available, the Paying Agent
shall select
from one of the following banks a substitute Reference Bank:
Westdeutsche
Landesbank Girozentrale, The J.P. Morgan Chase Bank or National
Westminster Bank
Plc. If any of these banks are not available, the Paying Agent
shall in its
discretion select another Reference Bank.
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 (A) in the case of the Crossed Loan
Groups (i) to
the Crossed Groups of Class A Certificates according to the
percentage obtained
by dividing the Crossed Group Class A Non-PO Principal Balance by
the Aggregate
Crossed Group Non-PO Principal Balance or, in the case of Loan
Group III (ii) to
the Group III-A Certificates according to the percentage obtained
by dividing
the Group III-A Non-PO Principal Balance by the Aggregate Group III
Non-PO
Principal Balance and (B) in the case of the Crossed Loan Groups
(i) to the
Class Cr-B Certificates according to the percentage obtained by
dividing the
Class Cr-B Principal Balance by the Aggregate Crossed Group Non-PO
Principal
Balance or, in the case of Loan Group III (ii) to the Class III-B
Certificates
according to the percentage obtained by dividing the Class III-B
Principal
Balance by the Aggregate Group III Non-PO Principal Balance.
REMIC: A "real estate mortgage investment conduit" as defined
in
Code Section 860D. The Reserve Fund and the Yield Maintenance
Agreement are not
assets of either REMIC.
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.
Reserve Fund: The trust account created and maintained by the
Master
Servicer pursuant to Section 4.08 which shall be entitled the
"Reserve Fund,
Wells Fargo Bank, N.A., as Master Servicer, in trust for registered
Holders of
the Class I-A-10 Certificates of the Wells Fargo Mortgage Backed
Securities
2007-2 Trust" and which must be an Eligible Account. Amounts on
deposit in the
Reserve Fund shall not be invested. The Reserve Fund shall not be
assets of
either REMIC formed under this Agreement.
Residual Certificate: The Class I-A-R Certificate.
Responsible Officer: When used with respect to the Trustee, the
Master Servicer, the Custodian, the Paying Agent or the
Authenticating Agent,
any officer of the Corporate Trust Department of the Trustee, the
Master
Servicer, the Custodian, the Paying Agent or the Authenticating
Agent having
direct responsibility for the administration of this Agreement,
including any
Senior Vice President, any Vice President, any Assistant Vice
President, any
Assistant Secretary, any Trust Officer or Assistant Trust Officer,
or any other
employee of the Trustee, the Master Servicer, the Custodian, the
Paying Agent or
the Authenticating Agent customarily performing functions similar
to those
performed by any of the above-designated officers. When used with
respect to a
Servicer, a Servicing Officer.
Retained Mortgage Loan File: A file maintained by Wells Fargo
Bank
prior to any Document Transfer Date for each Mortgage Loan that
contains the
documents specified in Section 2.01(b) and any additional documents
required to
be added to the Retained Mortgage Loan File pursuant to this
Agreement.
Rule 144A:
Rule 144A promulgated under the 1933 Act.
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies,
Inc., or its successor in interest.
Sarbanes-Oxley Certification: As defined in Section 3.12(b).
Scheduled Principal
Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of such Mortgage Loan as
of the Due
Date in the month preceding the month of such Distribution Date as
specified in
the amortization schedule at the time relating thereto (before any
adjustment to
such amortization schedule by reason of any bankruptcy (other than
Deficient
Valuations) or similar proceeding or any moratorium or similar
waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts
received or
applied by the applicable Servicer during the related Unscheduled
Principal
Receipt Period for each applicable type of Unscheduled Principal
Receipt related
to the Distribution Date occurring in the month preceding such
Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and
(C) the
payment of principal due on such Due Date and irrespective of any
delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled
Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time
through the last
day of such related Unscheduled Principal Receipt Period shall be
zero.
Servicer Mortgage Loan File: As defined in each of the
Servicing
Agreements.
Servicers: Each of Wells Fargo Bank, Arvest Mortgage Company,
Colonial Savings, F.A., Central National Bank and America First
Federal Credit
Union, 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 11.29.
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:
Shift
Distribution Date Occurring In
Percentage
-------------------------------------------------------------------
-----------
March 2007 through February 2012
0%
March 2012 through February 2013
30%
March 2013 through February 2014
40%
March 2014 through February 2015
60%
March 2015 through February 2016
80%
March 2016 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 11.28.
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.
Subordination Depletion Date: (A) With respect to the Crossed
Groups, the Distribution Date preceding the first Distribution Date
on which
each of the Group I-A Percentage and Group II-A Percentage (in each
case,
determined pursuant to clause (ii) of the definition thereof)
equals or exceeds
100% and (B) with respect to Group III, the Distribution Date
preceding the
first Distribution Date on which the Group III-A Percentage
(determined pursuant
to clause (ii) of the definition thereof) equals or exceeds
100%.
Subordination Depletion Date Interest Shortfall: With respect to
the
Crossed Loan Groups and Loan Group III and any Distribution Date
that occurs on
or after the applicable Subordination Depletion Date with respect
to any
Unscheduled Principal Receipt (other than a Prepayment in Full or
Curtailment):
(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
