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EXHIBIT 4
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WELLS FARGO ASSET SECURITIES CORPORATION
(Seller)
and
WELLS FARGO BANK, N.A.
(Master Servicer)
and
WACHOVIA BANK, NATIONAL ASSOCIATION
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of March 17, 2005
$1,000,369,046.10
Mortgage Pass-Through Certificates
Series 2005-AR6
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<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01
Definitions..............................................
Section 1.02 Acts of
Holders..........................................
Section 1.03 Effect of Headings and Table of
Contents.................
Section 1.04 Benefits of
Agreement....................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage
Loans.............................
Section 2.02 Acceptance by
Custodian..................................
Section 2.03 Representations and Warranties of the Master
Servicer and
the Seller..............................................
Section 2.04 Execution and Delivery of
Certificates...................
Section 2.05 Designation of Certificates; Designation of Startup
Day
and Latest Possible Maturity Date.......................
Section 2.06 Optional Substitution of Mortgage
Loans..................
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 Reports to the Trustee; 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 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 Seller...................
Section 4.05 Reports to Mortgagors and the Internal Revenue
Service...
Section 4.06 Calculation of Amounts; Binding Effect of
Interpretations and Actions of Master Servicer..........
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates.........................................
Section 5.02 Registration of
Certificates.............................
Section 5.03 Mutilated, Destroyed, Lost or Stolen
Certificates........
Section 5.04 Persons Deemed
Owners....................................
Section 5.05 Access to List of Certificateholders' Names and
Addresses
Section 5.06 Maintenance of Office or
Agency..........................
Section 5.07 Definitive
Certificates..................................
Section 5.08 Notices to Clearing
Agency...............................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master
Servicer..........
Section 6.02 Merger or Consolidation of the Seller or the
Master
Servicer................................................
Section 6.03 Limitation on Liability of the Seller, 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 Seller by Master
Servicer.
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.............
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.........................................
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the
Seller 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
Seller.......................................
Section 10.09
Recharacterization.......................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Cut-Off
Date.............................................
Section 11.02 Cut-Off Date Aggregate Principal
Balance.................
Section 11.03 Original Class A
Percentage..............................
Section 11.04 Original Principal Balances of the Classes of
Class A
Certificates............................................
Section 11.05 Original Subordinated
Percentage.........................
Section 11.06 Original Class B Principal
Balance.......................
Section 11.07 Original Principal Balances of the Classes of
Class B
Certificates............................................
Section 11.08 Original Class B-1 Fractional
Interest...................
Section 11.09 Original Class B-2 Fractional
Interest...................
Section 11.10 Original Class B-3 Fractional
Interest...................
Section 11.11 Original Class B-4 Fractional
Interest...................
Section 11.12 Original Class B-5 Fractional
Interest...................
Section 11.13 Original Class B-1
Percentage............................
Section 11.14 Original Class B-2
Percentage............................
Section 11.15 Original Class B-3
Percentage............................
Section 11.16 Original Class B-4
Percentage............................
Section 11.17 Original Class B-5
Percentage............................
Section 11.18 Original Class B-6
Percentage............................
Section 11.19 Closing
Date.............................................
Section 11.20 Right to
Purchase........................................
Section 11.21 Wire Transfer
Eligibility................................
Section 11.22 Single
Certificate.......................................
Section 11.23 Servicing Fee
Rate.......................................
Section 11.24 Master Servicing Fee
Rate................................
Schedule I - Applicable Unscheduled Principal Receipt Period
<PAGE>
EXHIBITS
--------
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 2005-AR6 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Type 1 Mortgage Loans
EXHIBIT F-2 - Schedule of Other Servicer Mortgage Loans
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and
for Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [B-4] [B-5] [B-6]
Certificates)
EXHIBIT K - List of Recordation States
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
EXHIBIT N - Form of Initial Certification of the Custodian
EXHIBIT O - Form of Final Certification of the Custodian
EXHIBIT P - Form of Sarbanes-Oxley Certification
<PAGE>
This Pooling and Servicing Agreement, dated as of March 17,
2005
executed by WELLS FARGO ASSET SECURITIES CORPORATION, as Seller,
WELLS FARGO
BANK, N.A., as Master Servicer, and WACHOVIA BANK, 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
Seller, 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.
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.
Adjusted Pool Amount: With respect to any Distribution Date,
the
Cut-Off Date Aggregate Principal Balance of the Mortgage Loans
minus the sum of
(i) all amounts in respect of principal received in respect of
the Mortgage
Loans (including, without limitation, amounts received as
Monthly Payments,
Periodic Advances, Unscheduled Principal Receipts and
Substitution Principal
Amounts) and distributed to Holders of the Certificates on such
Distribution
Date and all prior Distribution Dates, (ii) the principal
portion of all
Liquidated Loan Losses incurred on such Mortgage Loans for which
the Liquidation
Proceeds were received from the Cut-Off Date through the end of
the Applicable
Unscheduled Principal Receipt Period with respect to Full
Unscheduled Principal
Receipts for such Distribution Date and (iii) the principal
portion of all
Bankruptcy Losses (other than Debt Service Reductions) incurred
on the Mortgage
Loans from the Cut-Off Date through the end of the period
corresponding to the
Applicable Unscheduled Principal Receipt Period with respect to
Full Unscheduled
Principal Receipts for such Distribution Date.
Adjusted Principal Balance: As to any Distribution Date and
any
Class of Class B Certificates, the greater of (A) zero and (B)
(i) the Principal
Balance of such Class with respect to such Distribution Date
minus (ii) the
Adjustment Amount for such Distribution Date less the Principal
Balances for any
Classes of Class B Certificates with higher numerical
designations.
Adjustment Amount: For any Distribution Date, the difference
between
(A) the sum of the Class A Principal Balance and the Class B
Principal Balance
as of the related Determination Date and (B) the sum of (i) the
sum of the Class
A Principal Balance and the Class B Principal Balance as of the
Determination
Date succeeding such Distribution Date and (ii) the aggregate
amount that would
have been distributed to all Classes as principal in accordance
with Section
4.01(a) for such Distribution Date without regard to the
provisos in the
definitions of Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal
Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount,
Class B-5 Optimal Principal Amount and Class B-6 Optimal
Principal Amount.
Adjustment Date: As to each Mortgage Loan, the Due Date on
which
date an adjustment to the Mortgage Interest Rate of such
Mortgage Loan becomes
effective under the related Mortgage Note, which Due Date is the
date set forth
in the Mortgage Loan Schedule as the first Adjustment Date and
each subsequent
anniversary thereof.
Aggregate Class A Distribution Amount: As to any Distribution
Date,
the aggregate amount distributable to the Classes of Class A
Certificates
pursuant to Paragraphs first, second and third of Section
4.01(a) on such
Distribution Date.
Aggregate Class A Unpaid Interest Shortfall: As to any
Distribution
Date, an amount equal to the sum of the Class A Unpaid Interest
Shortfalls for
the Class A Certificates.
Aggregate Principal Balance: With respect to any Distribution
Date,
the sum of the Class A Principal Balance and the Class B
Principal Balance as of
such Distribution Date.
Agreement: This Pooling and Servicing Agreement and all
amendments
and supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to
the
Mortgage Loans serviced by each Servicer and each of the Full
Unscheduled
Principal Receipts and Partial Unscheduled Principal Receipts,
the Unscheduled
Principal Receipt Period specified on Schedule I hereto.
Authenticating Agent: Any authenticating agent appointed by
the
Trustee pursuant to Section 8.11. There shall initially be no
Authenticating
Agent for the Certificates.
Available Master Servicer Compensation: With respect to any
Distribution Date, the sum of (a) the Master Servicing Fee for
such Distribution
Date, (b) interest earned through the business day preceding the
applicable
Distribution Date on any Prepayments in Full remitted to the
Master Servicer and
(c) the aggregate amount of Month End Interest remitted by the
Servicers to the
Master Servicer pursuant to the related Servicing
Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a
Deficient
Valuation or Debt Service Reduction; provided, however, that a
Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the
applicable
Servicer has notified the Master Servicer and the Trustee in
writing that such
Servicer is diligently pursuing any remedies that may exist in
connection with
the representations and warranties made regarding the related
Mortgage Loan and
either (A) the related Mortgage Loan is not in default with
regard to payments
due thereunder or (B) delinquent payments of principal and
interest under the
related Mortgage Loan and any premiums on any applicable primary
hazard
insurance policy and any related escrow payments in respect of
such Mortgage
Loan are being advanced on a current basis by such Servicer
without giving
effect to any Debt Service Reduction.
Beneficial Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Book-Entry
Certificate, as reflected
on the books of the Clearing Agency, or on the books of a Person
maintaining an
account with such Clearing Agency (directly or as an indirect
participant, in
accordance with the rules of such Clearing Agency), as the case
may be.
Book-Entry Certificate: Any one of the Class A-1 Certificates,
Class
B-1 Certificates, Class B-2 Certificates and Class B-3
Certificates, beneficial
ownership and transfers of which shall be evidenced by, and made
through, book
entries by the Clearing Agency as described in Section
5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or
(ii)
a legal holiday in the City of New York, State of Iowa, State of
Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which
banking
institutions in the City of New York, or the State of Iowa,
State of Maryland,
State of Minnesota or State of North Carolina are authorized or
obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The separate trust account established
and
maintained by the Master Servicer in the name of the Master
Servicer on behalf
of the Trustee pursuant to Section 3.01. The Certificate Account
shall be an
Eligible Account.
Certificate Custodian: Initially, Wachovia Bank, National
Association; 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.
The initial Certificate Registrar is the Trustee.
Certificateholder or Holder: The Person in whose name a
Certificate
is registered in the Certificate Register, except that, solely
for the purposes
of the taking of any action under Articles VII or VIII, any
Certificate
registered in the name of the Master Servicer, a Servicer or any
affiliate
thereof shall be deemed not to be outstanding and the Voting
Interest evidenced
thereby shall not be taken into account in determining whether
the requisite
percentage of Certificates necessary to effect any such action
has been
obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
Class A Certificate: Any one of the Class A-1 Certificates or
the
Class A-R Certificate.
Class A Certificateholder: The registered holder of a Class
A
Certificate.
Class A Distribution Amount: As to any Distribution Date and
any
Class of Class A Certificates, the amount distributable to such
Class of Class A
Certificates pursuant to Paragraphs first, second and third of
Section 4.01(a).
Class A Interest Accrual Amount: As to any Distribution Date,
the
sum of the Interest Accrual Amounts for the Class A Certificates
with respect to
such Distribution Date.
Class A Interest Percentage: As to any Distribution Date and
any
Class of Class A Certificates, the percentage calculated by
dividing the
Interest Accrual Amount of such Class (determined without regard
to clause (ii)
of the definition thereof) by the Class A Interest Accrual
Amount (determined
without regard to clause (ii) of the definition of Interest
Accrual Amount).
Class A Interest Shortfall Amount: As to any Distribution Date
and
any Class of Class A Certificates, any amount by which the
Interest Accrual
Amount of such Class with respect to such Distribution Date
exceeds the amount
distributed in respect of such Class on such Distribution Date
pursuant to
Paragraph first of Section 4.01(a).
Class A Loss Denominator: As to any Determination Date, an
amount
equal to the Class A Principal Balance.
Class A Loss Percentage: As to any Determination Date and any
Class
of Class A Certificates then outstanding, the percentage
calculated by dividing
the Principal Balance of such Class by the Class A Loss
Denominator (determined
without regard to any such Principal Balance of any Class of
Class A
Certificates not then outstanding), in each case determined as
of the preceding
Determination Date.
Class A Optimal Principal Amount: As to any Distribution Date
and
each Outstanding Mortgage Loan, an amount equal to the sum
of
(I) the sum of:
(i) the Class A Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution
Date on such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled
Principal
Receipt Period relating to such Distribution Date for each
applicable type
of Unscheduled Principal Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08; and
(iv) the Class A Percentage of the excess of the unpaid
principal
balance of such Mortgage Loan substituted for a Mortgage Loan
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date over the unpaid principal balance of such
Mortgage
Loan, 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; and
(II) the Class A Prepayment Percentage of the Recovery for such
Distribution
Date.
Class A Pass-Through Rate: As to any Distribution Date, the
Class A
Pass-Through Rate will be a per annum rate equal to the weighted
average of the
Net Mortgage Interest Rates of the Mortgage Loans (based on
Scheduled Principal
Balances of the Mortgage Loans on the first day of the month
preceding the month
of such Distribution Date).
Class A Percentage: As to any Distribution Date occurring on
or
prior to the Subordination Depletion Date, the lesser of (i)
100% and (ii) the
percentage obtained by dividing the Class A Principal Balance
(determined as of
the Determination Date preceding such Distribution Date) by the
Pool Balance. As
to any Distribution Date occurring subsequent to the
Subordination Depletion
Date, 100% or such lesser percentage which will cause the Class
A Principal
Balance to decline to zero following the distribution made on
such Distribution
Date.
Class A Prepayment Percentage: As to any Distribution Date to
and
including the Distribution Date in March 2010, 100%. As to any
Distribution Date
subsequent to March 2010 to and including the Distribution Date
in March 2011,
the Class A Percentage as of such Distribution Date plus 70% of
the Subordinated
Percentage as of such Distribution Date. As to any Distribution
Date subsequent
to March 2011 to and including the Distribution Date in March
2012, the Class A
Percentage as of such Distribution Date plus 60% of the
Subordinated Percentage
as of such Distribution Date. As to any Distribution Date
subsequent to March
2012 to and including the Distribution Date in March 2013, the
Class A
Percentage as of such Distribution Date plus 40% of the
Subordinated Percentage
as of such Distribution Date. As to any Distribution Date
subsequent to March
2013 to and including the Distribution Date in March 2014, the
Class A
Percentage as of such Distribution Date plus 20% of the
Subordinated Percentage
as of such Distribution Date. As to any Distribution Date
subsequent to March
2014, the Class A Percentage as of such Distribution Date. The
foregoing is
subject to the following: (i) if the aggregate distribution to
the Class A
Certificates on any Distribution Date of the Class A Prepayment
Percentage
provided above of Unscheduled Principal Receipts distributable
on such
Distribution Date would reduce the Class A Principal Balance
below zero, the
Class A Prepayment Percentage for such Distribution Date shall
be the percentage
necessary to bring the Class A Principal Balance to zero and
thereafter the
Class A Prepayment Percentage shall be zero and (ii) if the
Class A Percentage
as of any Distribution Date is greater than the Original Class A
Percentage, the
Class A Prepayment Percentage for such Distribution Date shall
be 100%.
Notwithstanding the foregoing, with respect to any Distribution
Date on which
the following criteria are not met, the reduction of the Class A
Prepayment
Percentage described in the second through sixth sentences of
this definition of
Class A Prepayment Percentage shall not be applicable with
respect to such
Distribution Date. In such event, the Class A Prepayment
Percentage for such
Distribution Date will be determined in accordance with the
applicable
provision, as set forth in the first through fifth sentences
above, which was
actually used to determine the Class A Prepayment Percentage for
the
Distribution Date occurring in the March preceding such
Distribution Date (it
being understood that for the purposes of the determination of
the Class A
Prepayment Percentage for the current Distribution Date, the
current Class A
Percentage and Subordinated Percentage shall be utilized). In
addition, if on
any Distribution Date, prior to giving effect to any
distributions on such
Distribution Date, (i) the Subordinated Percentage is equal to
or greater than
twice the Subordinated Percentage as of the Cut-Off Date, (ii)
the average
outstanding principal balance on such Distribution Date and for
the preceding
five Distribution Dates of the Mortgage Loans that were
delinquent 60 days or
more (including for this purpose any Mortgage Loans in
foreclosure and Mortgage
Loans with respect to which the related Mortgaged Property has
been acquired by
the Trust Estate) does not exceed 50% of the Class B Principal
Balance and
(iii)(A) prior to the Distribution Date in April 2008,
cumulative Realized
Losses on the Mortgage Loans do not exceed 20% of the Original
Class B Principal
Balance, then the Class A Prepayment Percentage for such
Distribution Date will
equal the Class A Percentage for such Distribution Date plus 50%
of the
Subordinated Percentage for such Distribution Date or (B) on or
after the
Distribution Date in April 2008, cumulative Realized Losses on
the Mortgage
Loans do not exceed 30% of the Original Class B Principal
Balance, then the
Class A Prepayment Percentage for such Distribution Date will
equal the Class A
Percentage for such Distribution Date. No reduction in the Class
A Prepayment
Percentage referred to in the second through sixth sentences
hereof shall be
applicable, with respect to any Distribution Date if (a) the
average outstanding
principal balance on such Distribution Date and for the
preceding five
Distribution Dates on the Mortgage Loans that were delinquent 60
days or more
(including for this purpose any payments due with respect to
Mortgage Loans in
foreclosure and REO Mortgage Loans) were greater than or equal
to 50% of the
current Class B Principal Balance or (b) cumulative Realized
Losses on the
Mortgage Loans exceed (1) 30% of the Original Class B Principal
Balance if such
Distribution Date occurs between and including April 2010 and
March 2011, (2)
35% of the Original Class B Principal Balance if such
Distribution Date occurs
between and including April 2011 and March 2012, (3) 40% of the
Original Class B
Principal Balance if such Distribution Date occurs between and
including April
2012 and March 2013, (4) 45% of the Original Class B Principal
Balance if such
Distribution Date occurs between and including April 2013 and
March 2014, and
(5) 50% of the Original Class B Principal Balance, if such
Distribution Date
occurs during or after April 2014. With respect to any
Distribution Date on
which the Class A Prepayment Percentage is reduced below the
Class A Prepayment
Percentage for the prior Distribution Date, the Master Servicer
shall certify to
the Trustee, based upon information provided by each Servicer as
to the Mortgage
Loans serviced by it that the criteria set forth in the
preceding sentence are
met.
Class A Principal Balance: As of any date, an amount equal to
the
sum of the Principal Balances for the Class A-1 Certificates and
Class A-R
Certificate.
Class A Principal Distribution Amount: As to any Distribution
Date,
the aggregate amount distributed in respect of the Class A
Certificates pursuant
to Paragraph third of Section 4.01(a).
Class A Unpaid Interest Shortfall: With respect to any
Distribution
Date and any Class of Class A Certificates, the amount, if any,
by which the
aggregate of the Class A Interest Shortfall Amounts for such
Class for prior
Distribution Dates is in excess of the amounts distributed in
respect of such
Class on prior Distribution Dates pursuant to Paragraph second
of Section
4.01(a).
Class A-1 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or the Authenticating
Agent in
substantially the form set forth in Exhibit A-1 and Exhibit C
hereto.
Class A-1 Certificateholder: The registered holder of a Class
A-1
Certificate.
Class A-R Certificate: The Certificate executed by the Trustee
and
authenticated by the Trustee or the Authenticating Agent in
substantially the
form set forth in Exhibit A-R and Exhibit C hereto.
Class A-R Certificateholder: The registered holder of the Class
A-R
Certificate.
Class B Certificate: Any one of the Class B-1 Certificates,
Class
B-2 Certificates, Class B-3 Certificates, Class B-4
Certificates, Class B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class
B
Certificate.
Class B Distribution Amount: Any of the Class B-1
Distribution
Amount, Class B-2 Distribution Amount, Class B-3 Distribution
Amount, Class B-4
Distribution Amount, Class B-5 Distribution Amount or Class B-6
Distribution
Amount.
Class B Interest Accrual Amount: With respect to any
Distribution
Date, the sum of the Interest Accrual Amounts for the Classes of
Class B
Certificates with respect to such Distribution Date.
Class B Interest Percentage: With respect to any Distribution
Date
and any Class of Class B Certificates, the percentage calculated
by dividing the
Interest Accrual Amount of such Class (determined without regard
to clause (ii)
of the definition thereof) by the Class B Interest Accrual
Amount (determined
without regard to clause (ii) of the definition of each Interest
Accrual
Amount).
Class B Interest Shortfall Amount: Any of the Class B-1
Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3
Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5
Interest
Shortfall Amount or Class B-6 Interest Shortfall Amount.
Class B Loss Percentage: With respect to any Determination Date
and
any Class of Class B Certificates then outstanding, the
percentage calculated by
dividing the Principal Balance of such Class by the Class B
Principal Balance
(determined without regard to any Principal Balance of any Class
of Class B
Certificates not then outstanding), in each case determined as
of the preceding
Determination Date.
Class B Optimal Principal Amount: Any of the Class B-1
Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3
Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5
Optimal
Principal Amount or Class B-6 Optimal Principal Amount.
Class B Pass-Through Rate: As to any Distribution Date, the
Class B
Pass-Through Rate will be a per annum rate equal to the weighted
average of the
Net Mortgage Interest Rates of the Mortgage Loans (based on
Scheduled Principal
Balances of the Mortgage Loans on the first day of the month
preceding the month
of such Distribution Date).
Class B Percentage: Any one of the Class B-1 Percentage, Class
B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class
B-5 Percentage or
Class B-6 Percentage.
Class B Prepayment Percentage: Any of the Class B-1
Prepayment
Percentage, Class B-2 Prepayment Percentage, Class B-3
Prepayment Percentage,
Class B-4 Prepayment Percentage, Class B-5 Prepayment Percentage
or Class B-6
Prepayment Percentage.
Class B Principal Balance: As of any date, an amount equal to
the
sum of the Class B-1 Principal Balance, Class B-2 Principal
Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5
Principal Balance and
Class B-6 Principal Balance.
Class B Unpaid Interest Shortfall: Any of the Class B-1
Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class
B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class
B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or the Authenticating
Agent in
substantially the form set forth in Exhibit B-1 and Exhibit C
hereto.
Class B-1 Certificateholder: The registered holder of a Class
B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class B-1
Certificates pursuant to
Paragraphs fourth, fifth and sixth of Section 4.01(a).
Class B-1 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class B-1
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class B-1 Certificates on such Distribution Date pursuant
to Paragraph
fourth of Section 4.01(a).
Class B-1 Optimal Principal Amount: As to any Distribution Date
and
each Outstanding Mortgage Loan, an amount equal to the sum
of
(I) the sum of:
(i) the Class B-1 Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution
Date on such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by
a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such
Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08; and
(iv) the Class B-1 Percentage of the excess of the unpaid
principal
balance of such Mortgage Loan substituted for a Mortgage Loan
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date over the unpaid principal balance of such
Mortgage
Loan, 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; and
(II) the Class B-1 Prepayment Percentage of the Recovery for
such Distribution
Date;
provided, however, that if an Optimal Adjustment Event occurs
with respect to
such Class and such Distribution Date, the Class B-1 Optimal
Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal
Amount calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying the Subordinated Percentage by a
fraction, the
numerator of which is the Class B-1 Principal Balance
(determined as of the
Determination Date preceding such Distribution Date) and the
denominator of
which is the Class B Principal Balance.
Class B-1 Prepayment Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the Subordinated Prepayment
Percentage by
either (a) for the purpose of allocating Liquidation Proceeds
(other than
Partial Liquidation Proceeds), a fraction, the numerator of
which is the Class
B-1 Principal Balance (determined as of the Determination Date
preceding such
Distribution Date) and the denominator of which is the Class B
Principal Balance
or (b) for the purpose of allocating all other unscheduled
principal
distributions (i) if any Class B Certificates (other than the
Class B-1
Certificates) are eligible to receive such unscheduled principal
distributions
for such Distribution Date in accordance with Section 4.01(d), a
fraction, the
numerator of which is the Class B-1 Principal Balance
(determined as of the
Determination Date preceding such Distribution Date) and the
denominator of
which is the sum of the Principal Balances of the Classes of
Class B
Certificates eligible to receive such unscheduled principal
distributions for
such Distribution Date in accordance with the provisions of
Section 4.01(d) or
(ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B
Certificates (other than the Class B-1 Certificates) are not
eligible to receive
such unscheduled principal distributions in accordance with
Section 4.01(d)(i),
one.
Class B-1 Principal Balance: As to the first Determination Date,
the
Original Class B-1 Principal Balance. As of any subsequent
Determination Date,
the Original Class B-1 Principal Balance less the sum of all
amounts previously
distributed in respect of the Class B-1 Certificates on prior
Distribution Dates
(A) pursuant to Paragraph sixth of Section 4.01(a) and (B) as a
result of a
Principal Adjustment; provided, however, if the Class B-1
Certificates are the
most subordinate Certificates outstanding, the Class B-1
Principal Balance will
equal the difference, if any, between the Adjusted Pool Amount
as of the
preceding Distribution Date less the Class A Principal Balance
as of such
Determination Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class B-1
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class B-1 Certificates on prior Distribution
Dates pursuant to
Paragraph fifth of Section 4.01(a).
Class B-2 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or the Authenticating
Agent in
substantially the form set forth in Exhibit B-2 and Exhibit C
hereto.
Class B-2 Certificateholder: The registered holder of a Class
B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class B-2
Certificates pursuant to
Paragraphs seventh, eighth and ninth of Section 4.01(a).
Class B-2 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class B-2
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class B-2 Certificates on such Distribution Date pursuant
to Paragraph
seventh of Section 4.01(a).
Class B-2 Optimal Principal Amount: As to any Distribution Date
and
each Outstanding Mortgage Loan, an amount equal to the sum
of
(I) the sum of:
(i) the Class B-2 Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution
Date on such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by
a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such
Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08; and
(iv) the Class B-2 Percentage of the excess of the unpaid
principal
balance of such Mortgage Loan substituted for a Mortgage Loan
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date over the unpaid principal balance of such
Mortgage
Loan, 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; and
(II) the Class B-2 Prepayment Percentage of the Recovery for
such Distribution
Date;
provided, however, that if an Optimal Adjustment Event occurs
with respect to
such Class and such Distribution Date, the Class B-2 Optimal
Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal
Amount calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as
set
forth in the next sentence, the percentage calculated by
multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of
which is the Class
B-2 Principal Balance (determined as of the Determination Date
preceding such
Distribution Date) and the denominator of which is the Class B
Principal
Balance.
Class B-2 Prepayment Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the percentage calculated by
multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of
which is the Class B-2 Principal Balance (determined as of the
Determination
Date preceding such Distribution Date) and the denominator of
which is (a) for
the purpose of allocating Liquidation Proceeds (other than
Partial Liquidation
Proceeds) the Class B Principal Balance and (b) for the purpose
of allocating
all other unscheduled principal distributions, the sum of the
Principal Balances
of the Classes of Class B Certificates eligible to receive such
unscheduled
principal distributions for such Distribution Date in accordance
with the
provisions of Section 4.01(d). Except as set forth in Section
4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to
receive such
unscheduled principal distributions in accordance with Section
4.01(d)(i), the
Class B-2 Prepayment Percentage for such unscheduled principal
distributions for
such Distribution Date will be zero.
Class B-2 Principal Balance: As to the first Determination Date,
the
Original Class B-2 Principal Balance. As of any subsequent
Determination Date,
the Original Class B-2 Principal Balance less the sum of all
amounts previously
distributed in respect of the Class B-2 Certificates on prior
Distribution Dates
(A) pursuant to Paragraph ninth of Section 4.01(a) and (B) as a
result of a
Principal Adjustment; provided, however, if the Class B-2
Certificates are the
most subordinate Certificates outstanding, the Class B-2
Principal Balance will
equal the difference, if any, between the Adjusted Pool Amount
as of the
preceding Distribution Date less the sum of the Class A
Principal Balance and
the Class B-1 Principal Balance as of such Determination
Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class B-2
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class B-2 Certificates on prior Distribution
Dates pursuant to
Paragraph eighth of Section 4.01(a).
Class B-3 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or the Authenticating
Agent in
substantially the form set forth in Exhibit B-3 and Exhibit C
hereto.
Class B-3 Certificateholder: The registered holder of a Class
B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class B-3
Certificates pursuant to
Paragraphs tenth, eleventh and twelfth of Section 4.01(a).
Class B-3 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class B-3
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class B-3 Certificates on such Distribution Date pursuant
to Paragraph
tenth of Section 4.01(a).
Class B-3 Optimal Principal Amount: As to any Distribution Date
and
each Outstanding Mortgage Loan, an amount equal to the sum
of
(I) the sum of:
(i) the Class B-3 Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution
Date on such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by
a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such
Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08; and
(iv) the Class B-3 Percentage of the excess of the unpaid
principal
balance of such Mortgage Loan substituted for a Mortgage Loan
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date over the unpaid principal balance of such
Mortgage
Loan, 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; and
(II) the Class B-3 Prepayment Percentage of the Recovery for
such Distribution
Date;
provided, however, that if an Optimal Adjustment Event occurs
with respect to
such Class and such Distribution Date, the Class B-3 Optimal
Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal
Amount calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as
set
forth in the next sentence, the percentage calculated by
multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of
which is the Class
B-3 Principal Balance (determined as of the Determination Date
preceding such
Distribution Date) and the denominator of which is the Class B
Principal
Balance.
Class B-3 Prepayment Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the percentage calculated by
multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of
which is the Class B-3 Principal Balance (determined as of the
Determination
Date preceding such Distribution Date) and the denominator of
which is (a) for
the purpose of allocating Liquidation Proceeds (other than
Partial Liquidation
Proceeds) the Class B Principal Balance and (b) for the purpose
of allocating
all other unscheduled principal distributions, the sum of the
Principal Balances
of the Classes of Class B Certificates eligible to receive such
unscheduled
principal distributions for such Distribution Date in accordance
with the
provisions of Section 4.01(d). Except as set forth in Section
4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to
receive such
unscheduled principal in accordance with Section 4.01(d)(i), the
Class B-3
Prepayment Percentage for such unscheduled principal
distributions for such
Distribution Date will be zero.
Class B-3 Principal Balance: As to the first Determination Date,
the
Original Class B-3 Principal Balance. As of any subsequent
Determination Date,
the Original Class B-3 Principal Balance less the sum of all
amounts previously
distributed in respect of the Class B-3 Certificates on prior
Distribution Dates
(A) pursuant to Paragraph twelfth of Section 4.01(a) and (B) as
a result of a
Principal Adjustment; provided, however, if the Class B-3
Certificates are the
most subordinate Certificates outstanding, the Class B-3
Principal Balance will
equal the difference, if any, between the Adjusted Pool Amount
as of the
preceding Distribution Date less the sum of the Class A
Principal Balance, the
Class B-1 Principal Balance and the Class B-2 Principal Balance
as of such
Determination Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class B-3
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class B-3 Certificates on prior Distribution
Dates pursuant to
Paragraph eleventh of Section 4.01(a).
Class B-4 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or the Authenticating
Agent in
substantially the form set forth in Exhibit B-4 and Exhibit C
hereto.
Class B-4 Certificateholder: The registered holder of a Class
B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class B-4
Certificates pursuant to
Paragraphs thirteenth, fourteenth and fifteenth of Section
4.01(a).
Class B-4 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class B-4
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class B-4 Certificates on such Distribution Date pursuant
to Paragraph
thirteenth of Section 4.01(a).
Class B-4 Optimal Principal Amount: As to any Distribution Date
and
each Outstanding Mortgage Loan, an amount equal to the sum
of
(I) the sum of:
(i) the Class B-4 Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution
Date on such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by
a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such
Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08; and
(iv) the Class B-4 Percentage of the excess of the unpaid
principal
balance of such Mortgage Loan substituted for a Mortgage Loan
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date over the unpaid principal balance of such
Mortgage
Loan, 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; and
(II) the Class B-4 Prepayment Percentage of the Recovery for
such Distribution
Date;
provided, however, that if an Optimal Adjustment Event occurs
with respect to
such Class and such Distribution Date, the Class B-4 Optimal
Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal
Amount calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as
set
forth in the next sentence, the percentage calculated by
multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of
which is the Class
B-4 Principal Balance (determined as of the Determination Date
preceding such
Distribution Date) and the denominator of which is the Class B
Principal
Balance.
Class B-4 Prepayment Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the percentage calculated by
multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of
which is the Class B-4 Principal Balance (determined as of the
Determination
Date preceding such Distribution Date) and the denominator of
which is (a) for
the purpose of allocating Liquidation Proceeds (other than
Partial Liquidation
Proceeds) the Class B Principal Balance and (b) for the purpose
of allocating
all other unscheduled principal distributions, the sum of the
Principal Balances
of the Classes of Class B Certificates eligible to receive such
unscheduled
principal distributions for such Distribution Date in accordance
with the
provisions of Section 4.01(d). Except as set forth in Section
4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to
receive such
unscheduled principal in accordance with Section 4.01(d)(i), the
Class B-4
Prepayment Percentage for such unscheduled principal
distributions for such
Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date,
the
Original Class B-4 Principal Balance. As of any subsequent
Determination Date,
the Original Class B-4 Principal Balance less the sum of all
amounts previously
distributed in respect of the Class B-4 Certificates on prior
Distribution Dates
(A) pursuant to Paragraph fifteenth of Section 4.01(a) and (B)
as a result of a
Principal Adjustment; provided, however, if the Class B-4
Certificates are the
most subordinate Certificates outstanding, the Class B-4
Principal Balance will
equal the difference, if any, between the Adjusted Pool Amount
as of the
preceding Distribution Date less the sum of the Class A
Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance and
the Class B-3
Principal Balance as of such Determination Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class B-4
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class B-4 Certificates on prior Distribution
Dates pursuant to
Paragraph fourteenth of Section 4.01(a).
Class B-5 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or the Authenticating
Agent in
substantially the form set forth in Exhibit B-5 and Exhibit C
hereto.
Class B-5 Certificateholder: The registered holder of a Class
B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class B-5
Certificates pursuant to
Paragraphs sixteenth, seventeenth and eighteenth of Section
4.01(a).
Class B-5 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class B-5
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class B-5 Certificates on such Distribution Date pursuant
to Paragraph
sixteenth of Section 4.01(a).
Class B-5 Optimal Principal Amount: As to any Distribution Date
and
each Outstanding Mortgage Loan, an amount equal to the sum
of
(I) the sum of:
(i) the Class B-5 Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution
Date on such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by
a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such
Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08; and
(iv) the Class B-5 Percentage of the excess of the unpaid
principal
balance of such Mortgage Loan substituted for a Mortgage Loan
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date over the unpaid principal balance of such
Mortgage
Loan, 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; and
(II) the Class B-5 Prepayment Percentage of the Recovery for
such Distribution
Date;
provided, however, that if an Optimal Adjustment Event occurs
with respect to
such Class and such Distribution Date, the Class B-5 Optimal
Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal
Amount calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as
set
forth in the next sentence, the percentage calculated by
multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of
which is the Class
B-5 Principal Balance (determined as of the Determination Date
preceding such
Distribution Date) and the denominator of which is the Class B
Principal
Balance.
Class B-5 Prepayment Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the percentage calculated by
multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of
which is the Class B-5 Principal Balance (determined as of the
Determination
Date preceding such Distribution Date) and the denominator of
which is (a) for
the purpose of allocating Liquidation Proceeds (other than
Partial Liquidation
Proceeds) the Class B Principal Balance and (b) for the purpose
of allocating
all other unscheduled principal distributions, the sum of the
Principal Balances
of the Classes of Class B Certificates eligible to receive such
unscheduled
principal distributions for such Distribution Date in accordance
with the
provisions of Section 4.01(d). Except as set forth in Section
4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to
receive
unscheduled principal distributions in accordance with Section
4.01(d)(i), the
Class B-5 Prepayment Percentage for such unscheduled principal
distributions for
such Distribution Date will be zero.
Class B-5 Principal Balance: As to the first Determination Date,
the
Original Class B-5 Principal Balance. As of any subsequent
Determination Date,
the Original Class B-5 Principal Balance less the sum of all
amounts previously
distributed in respect of the Class B-5 Certificates on prior
Distribution Dates
(A) pursuant to Paragraph eighteenth of Section 4.01(a) and (B)
as a result of a
Principal Adjustment; provided, however, if the Class B-5
Certificates are the
most subordinate Certificates outstanding, the Class B-5
Principal Balance will
equal the difference, if any, between the Adjusted Pool Amount
as of the
preceding Distribution Date less the sum of the Class A
Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance,
the Class B-3
Principal Balance and the Class B-4 Principal Balance as of such
Determination
Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class B-5
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class B-5 Certificates on prior Distribution
Dates pursuant to
Paragraph seventeenth of Section 4.01(a).
Class B-6 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or the Authenticating
Agent in
substantially the form set forth in Exhibit B-6 and Exhibit C
hereto.
Class B-6 Certificateholder: The registered holder of a Class
B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class B-6
Certificates pursuant to
Paragraphs nineteenth, twentieth and twenty-first of Section
4.01(a).
Class B-6 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class B-6
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class B-6 Certificates on such Distribution Date pursuant
to Paragraph
nineteenth of Section 4.01(a).
Class B-6 Optimal Principal Amount: As to any Distribution Date
and
each Outstanding Mortgage Loan, an amount equal to the sum
of
(I) the sum of:
(i) the Class B-6 Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution
Date on such Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by
a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such
Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08; and
(iv) the Class B-6 Percentage of the excess of the unpaid
principal
balance of such Mortgage Loan substituted for a Mortgage Loan
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date over the unpaid principal balance of such
Mortgage
Loan, 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; and
(II) the Class B-6 Prepayment Percentage of the Recovery for
such Distribution
Date;
provided, however, that if an Optimal Adjustment Event occurs
with respect to
such Class and such Distribution Date, the Class B-6 Optimal
Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal
Amount calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class B-6 Certificates.
Class B-6 Percentage: As to any Distribution Date, except as
set
forth in the next sentence, the percentage calculated by
multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of
which is the Class
B-6 Principal Balance (determined as of the Determination Date
preceding such
Distribution Date) and the denominator of which is the Class B
Principal
Balance.
Class B-6 Prepayment Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the percentage calculated by
multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of
which is the Class B-6 Principal Balance (determined as of the
Determination
Date preceding such Distribution Date) and the denominator of
which is (a) for
the purpose of allocating Liquidation Proceeds (other than
Partial Liquidation
Proceeds) the Class B Principal Balance and (b) for the purpose
of allocating
all other unscheduled principal distributions, the sum of the
Principal Balances
of the Classes of Class B Certificates eligible to receive such
unscheduled
principal distributions for such Distribution Date in accordance
with the
provisions of Section 4.01(d). Except as set forth in Section
4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to
receive such
unscheduled principal in accordance with Section 4.01(d)(i), the
Class B-6
Prepayment Percentage for such unscheduled principal
distributions for such
Distribution Date will be zero.
Class B-6 Principal Balance: As to the first Determination Date,
the
Original Class B-6 Principal Balance. As of any subsequent
Determination Date,
the Original Class B-6 Principal Balance less the sum of all
amounts previously
distributed in respect of the Class B-6 Certificates on prior
Distribution Dates
pursuant to Paragraph twenty-first of Section 4.01(a); provided,
however, if the
Class B-6 Certificates are outstanding, the Class B-6 Principal
Balance will
equal the difference, if any, between the Adjusted Pool Amount
as of the
preceding Distribution Date less the sum of the Class A
Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance,
the Class B-3
Principal Balance, the Class B-4 Principal Balance and the Class
B-5 Principal
Balance as of such Determination Date.
Class B-6 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class B-6
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class B-6 Certificates on prior Distribution
Dates pursuant to
Paragraph twentieth of Section 4.01(a).
Clearing Agency: An organization registered as a "clearing
agency"
pursuant to Section 17A of the Exchange Act. The initial
Clearing Agency shall
be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank,
financial
institution or other Person for whom a Clearing Agency effects
book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates,
as
set forth in Section 11.19.
Code: The Internal Revenue Code of 1986, as it may be amended
from
time to time, any successor statutes thereto, and applicable
U.S. Department of
the Treasury temporary or final regulations promulgated
thereunder.
Compensating Interest: With respect to any Distribution Date,
the
least of (a) the aggregate Prepayment Interest Shortfall on the
Mortgage Loans
for such Distribution Date, (b) the product of (i) 1/12th of
0.20% and (ii) the
Pool Scheduled Principal Balance for such Distribution Date and
(c) the
Available Master Servicing Compensation for such Distribution
Date.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trustee at
which
at any particular time its corporate trust business shall be
administered, which
office, at the date of the execution of this instrument, is
located at 401 South
Tryon Street, Charlotte, North Carolina 28288.
Current Class A Interest Distribution Amount: As to any
Distribution
Date, the amount distributed in respect of the Class A
Certificates pursuant to
Paragraph first of Section 4.01(a) on such Distribution
Date.
Current Class B Interest Distribution Amount: As to any
Distribution
Date, the amount distributed in respect of the Classes of Class
B Certificates
pursuant to Paragraphs fourth, seventh, tenth, thirteenth,
sixteenth and
nineteenth of Section 4.01(a) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date, the percentage
obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3,
Class B-4, Class
B-5 and Class B-6 Certificates by the sum of the Class A
Principal Balance and
the Class B Principal Balance. As to the first Distribution
Date, the Original
Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date, the percentage
obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4,
Class B-5 and
Class B-6 Certificates by the sum of the Class A Principal
Balance and the Class
B Principal Balance. As to the first Distribution Date, the
Original Class B-2
Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date, the percentage
obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5
and Class B-6
Certificates by the sum of the Class A Principal Balance and the
Class B
Principal Balance. As to the first Distribution Date, the
Original Class B-3
Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date, the percentage
obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6
Certificates by
the sum of the Class A Principal Balance and the Class B
Principal Balance. As
to the first Distribution Date, the Original Class B-4
Fractional Interest.
Current Class B-5 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date, the percentage
obtained by dividing
the Principal Balance of the Class B-6 Certificates by the sum
of the Class A
Principal Balance and the Class B Principal Balance. As to the
first
Distribution Date, the Original Class B-5 Fractional
Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which
is
not a Prepayment in Full.
Curtailment Interest Shortfall: On any Distribution Date
with
respect to a Mortgage Loan which was the subject of a
Curtailment:
(A) in the case where the Applicable Unscheduled Principal
Receipt
Period is the Mid-Month Receipt Period and such Curtailment
is
received by the Servicer on or after the Determination Date
in
the month preceding the month of such Distribution Date but
prior to the first day of the month of such Distribution
Date,
the amount of interest that would have accrued at the Net
Mortgage Interest Rate on the amount of such Curtailment
from
the day of its receipt or, if earlier, its application by
the
Servicer through the last day of the month preceding the
month
of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal
Receipt
Period is the Prior Month Receipt Period and such
Curtailment
is received by the Servicer during the month preceding the
month of such Distribution Date, the amount of interest that
would have accrued at the Net Mortgage Interest Rate on the
amount of such Curtailment from the day of its receipt or,
if
earlier, its application by the Servicer through the last
day
of the month in which such Curtailment is received.
Custodial Agreement: The Custodial Agreement, dated as of March
17,
2005, among the Custodian, the Seller, 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 is as set
forth in Section
11.02.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its
unpaid
principal balance as of the close of business on the Cut-Off
Date (but without
giving effect to any Unscheduled Principal Receipts received or
applied on the
Cut-Off Date), reduced by all payments of principal due on or
before the Cut-Off
Date and not paid, and increased by scheduled monthly payments
of principal due
after the Cut-Off Date but received by the related Servicer on
or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage
Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy
Code, except such a
reduction constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation
by a court of competent jurisdiction of the Mortgaged Property
in an amount less
than the then-outstanding indebtedness under the Mortgage Loan,
or any reduction
in the amount of principal to be paid in connection with any
scheduled Monthly
Payment that results in a permanent forgiveness of principal,
which valuation or
reduction results from a proceeding under the Bankruptcy
Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of
each
Certificate representing the principal portion of the Cut-Off
Date Aggregate
Principal Balance evidenced by such Certificate.
Determination Date: The 17th day of the month in which the
related
Distribution Date occurs, or if such 17th day is not a Business
Day, the
Business Day preceding such 17th day.
Distribution Date: The 25th day of any month, beginning in the
month
following the month of initial issuance of the Certificates, or
if such 25th day
is not a Business Day, the Business Day following such 25th
day.
Distribution Date Statement: As defined in Section 4.04(a).
Document Transfer Event: The 60th day following the day on
which
either (i) Wells Fargo Bank is no longer the Servicer of any of
the Mortgage
Loans or (ii) the senior, unsecured long-term debt rating of
Wells Fargo &
Company is less than "BBB-" by Fitch.
Due Date: With respect to any Mortgage Loan, the day of the
month in
which the Monthly Payment on such Mortgage Loan is scheduled to
be paid.
Eligible Account: One or more accounts (i) that are maintained
with
a depository institution (which may be the Master Servicer)
whose long-term debt
obligations (or, in the case of a depository institution which
is part of a
holding company structure, the long-term debt obligations of
such parent holding
company) at the time of deposit therein are rated at least "AA"
(or the
equivalent) by each Rating Agency, (ii) the deposits in which
are fully insured
by the FDIC through either the Bank Insurance Fund or the
Savings Association
Insurance Fund, (iii) the deposits in which are insured by the
FDIC through
either the Bank Insurance Fund or the Savings Association
Insurance Fund (to the
limit established by the FDIC) and the uninsured deposits in
which accounts are
otherwise secured, as evidenced by an Opinion of Counsel
delivered to the
Trustee, such that the Trustee, on behalf of the
Certificateholders has a claim
with respect to the funds in such accounts or a perfected first
security
interest against any collateral securing such funds that is
superior to claims
of any other depositors or creditors of the depository
institution with which
such accounts are maintained, (iv) that are trust accounts
maintained with the
trust department of a federal or state chartered depository
institution or trust
company acting in its fiduciary capacity or (v) such other
account that is
acceptable to each of the Rating Agencies and would not cause
the Trust Estate
to fail to qualify as a REMIC or result in the imposition of any
federal tax on
the REMIC.
Eligible Investments: At any time, any one or more of the
following
obligations and securities which shall mature not later than the
Business Day
preceding the Distribution Date next succeeding the date of such
investment,
provided that such investments continue to qualify as "cash flow
investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any
agency
thereof, provided such obligations are backed by the full faith
and credit
of the United States of America;
(ii) general obligations of or obligations guaranteed by any
state
of the United States of America or the District of Columbia
receiving the
highest short-term or highest long-term rating of each Rating
Agency, or
such lower rating as would not result in the downgrading or
withdrawal of
the rating then assigned to any of the Certificates by either
Rating
Agency or result in any of such rated Certificates being placed
on credit
review status (other than for possible upgrading) by either
Rating Agency;
(iii) commercial or finance company paper which is then rated in
the
highest long-term commercial or finance company paper rating
category of
each Rating Agency or the highest short-term rating category of
each
Rating Agency, or such lower rating category as would not result
in the
downgrading or withdrawal of the rating then assigned to any of
the
Certificates by either Rating Agency or result in any of such
rated
Certificates being placed on credit review status (other than
for possible
upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal
funds
or banker's acceptances issued by any depository institution or
trust
company incorporated under the laws of the United States or of
any state
thereof and subject to supervision and examination by federal
and/or state
banking authorities, provided that the commercial paper and/or
debt
obligations of such depository institution or trust company (or
in the
case of the principal depository institution in a holding
company system,
the commercial paper or debt obligations of such holding
company) are then
rated in the highest short-term or the highest long-term rating
category
for such securities of each of the Rating Agencies, or such
lower rating
categories as would not result in the downgrading or withdrawal
of the
rating then assigned to any of the Certificates by either Rating
Agency or
result in any of such rated Certificates being placed on credit
review
status (other than for possible upgrading) by either Rating
Agency;
(v) guaranteed reinvestment agreements issued by any bank,
insurance
company or other corporation acceptable to each Rating Agency at
the time
of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to
any
security described in clauses (i) or (ii) above or any other
security
issued or guaranteed by an agency or instrumentality of the
United States
of America, in either case entered into with a depository
institution or
trust company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped
coupon
securities) bearing interest or sold at a discount issued by
any
corporation incorporated under the laws of the United States of
America or
any state thereof which, at the time of such investment or
contractual
commitment providing for such investment, are then rated in the
highest
short-term or the highest long-term rating category by each
Rating Agency,
or in such lower rating category as would not result in the
downgrading or
withdrawal of the rating then assigned to any of the
Certificates by
either Rating Agency or result in any of such rated Certificates
being
placed on credit review status (other than for possible
upgrading) by
either Rating Agency;
(viii) such other investments acceptable to each Rating Agency
as
would not result in the downgrading of the rating then assigned
to the
Certificates by either Rating Agency or result in any of such
rated
Certificates being placed on credit review status (other than
for possible
upgrading) by either Rating Agency; and
(ix) any mutual fund, money market fund, common trust fund or
other
pooled investment vehicle, the assets of which are limited to
instruments
that otherwise would constitute Eligible Investments hereunder,
including
any such fund that is managed by the Trustee or Master Servicer
or any
affiliate of the Trustee or Master Servicer or for which the
Trustee or
Master Servicer or any of its affiliates acts as an adviser as
long as
such fund is rated in at least the highest rating category by
each Rating
Agency.
In no event shall an instrument be an Eligible Investment if
such
instrument evidences either (i) a right to receive only interest
payments with
respect to the obligations underlying such instrument, or (ii)
both principal
and interest payments derived from obligations underlying such
instrument and
the interest and principal payments with respect to such
instrument provide a
yield to maturity at the date of investment of greater than 120%
of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974,
as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the
Servicing
Agreements.
Event of Default: Any of the events specified in Section
7.01.
Exchange Act: The Securities Exchange Act of 1934, as
amended.
FDIC: The Federal Deposit Insurance Corporation or any
successor
thereto.
Fidelity Bond: As defined in each of the Servicing
Agreements.
Final Distribution Date: The Distribution Date on which the
final
distribution in respect of the Certificates is made pursuant to
Section 9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date
for
each Class of Certificates is April 25, 2035, 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.
Full Unscheduled Principal Receipt: Any Unscheduled
Principal
Receipt with respect to a Mortgage Loan (i) in the amount of the
outstanding
principal balance of such Mortgage Loan and resulting in the
full satisfaction
of such Mortgage Loan or (ii) representing Liquidation Proceeds
other than
Partial Liquidation Proceeds.
Gross Margin: As to each Mortgage Loan, the fixed percentage
set
forth in the related Mortgage Note and indicated in the Mortgage
Loan Schedule
as the "Gross Margin," which percentage is added to the Index on
each Adjustment
Date to determine (subject to rounding, the Periodic Cap and the
Rate Ceiling)
the Mortgage Interest Rate on such Mortgage Loan until the next
Adjustment Date.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person,
such
Person who (i) is in fact independent of the Seller, the Master
Servicer and any
Servicer, (ii) does not have any direct financial interest or
any material
indirect financial interest in the Seller or the Master Servicer
or any Servicer
or in an affiliate of either and (iii) is not connected with the
Seller, the
Master Servicer or any Servicer as an officer, employee,
promoter, underwriter,
trustee, partner, director or person performing similar
functions.
Index: As to any Mortgage Loan and Adjustment Date, a rate per
annum
that is defined to be the weekly average yield on United States
Treasury
Securities adjusted to a constant maturity of one year, as made
available by the
Federal Reserve Board, published in Federal Reserve Statistical
Release H.15
(519) and most recently available as of the date 45 days before
the applicable
Adjustment Date. In the event that such Index is no longer
available, the
applicable Servicer will select a substitute Index in accordance
with the terms
of the related Mortgage Note and in compliance with federal and
state law.
Insurance Policy: Any insurance or performance bond relating to
a
Mortgage Loan or the Mortgage Loans, including any hazard
insurance, special
hazard insurance, flood insurance, primary mortgage insurance,
mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to
any
Insurance Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy
covering
a Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any
Class
of Class A Certificates, (i) the product of (a) 1/12th of the
Class A
Pass-Through Rate for such Class and (b) the Principal Balance
of such Class as
of the Determination Date immediately preceding such
Distribution Date minus
(ii) the Class A Interest Percentage of such Class of (a) any
Non-Supported
Interest Shortfall allocated to the Class A Certificates with
respect to such
Distribution Date, (b) any Relief Act Shortfall allocated to
such Class and (c)
the interest portion of any Realized Losses allocated to the
Class A
Certificates on or after the Subordination Depletion Date
pursuant to Section
4.02(c).
As to any Distribution Date and any Class of Class B
Certificates,
an amount equal to (i) the product of 1/12th of the Class B
Pass-Through Rate
and the Principal Balance of such Class as of the Determination
Date preceding
such Distribution Date minus (ii) the Class B Interest
Percentage of such Class
of the sum of any Non-Supported Interest Shortfall and any
Relief Act Shortfall
allocated to the Class B Certificates with respect to such
Distribution Date.
Liquidated Loan: A Mortgage Loan with respect to which the
related
Mortgaged Property has been acquired, liquidated or foreclosed
and with respect
to which the applicable Servicer determines that all Liquidation
Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date,
the
aggregate of the amount of losses with respect to each Mortgage
Loan which
became a Liquidated Loan during the Applicable Unscheduled
Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for
such Distribution
Date, equal to the excess of (i) the unpaid principal balance of
each such
Liquidated Loan, plus accrued interest thereon in accordance
with the
amortization schedule at the time applicable thereto at the
applicable Net
Mortgage Interest Rate from the Due Date as to which interest
was last paid with
respect thereto through the last day of the month preceding the
month in which
such Distribution Date occurs, over (ii) Net Liquidation
Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in
connection
with the liquidation of any defaulted Mortgage Loan or property
acquired in
respect thereof (including, without limitation, legal fees and
expenses,
committee or referee fees, and, if applicable, brokerage
commissions and
conveyance taxes), any unreimbursed advances expended by such
Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trustee
pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed
advances for
real property taxes or for property restoration or preservation
of the related
Mortgaged Property. Liquidation Expenses shall not include any
previously
incurred expenses in respect of an REO Mortgage Loan which have
been netted
against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer
(including
Insurance Proceeds) or PMI Advances made by a Servicer in
connection with the
liquidation of defaulted Mortgage Loans or property acquired in
respect thereof,
whether through foreclosure, sale or otherwise, including
payments in connection
with such Mortgage Loans received from the Mortgagor, other than
amounts
required to be paid to the Mortgagor pursuant to the terms of
the applicable
Mortgage or to be applied otherwise pursuant to law.
Liquidation Profits: As to any Distribution Date and any
Mortgage
Loan that became a Liquidated Loan during the Applicable
Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal
Receipts for such
Distribution Date, the excess, if any, of (i) Net Liquidation
Proceeds in
respect of such Liquidated Loan over (ii) the unpaid principal
balance of such
Liquidated Loan plus accrued interest thereon in accordance with
the
amortization schedule at the time applicable thereto at the
applicable Net
Mortgage Interest Rate from the Due Date to which interest was
last paid with
respect thereto through the last day of the month preceding the
month in which
such Distribution Date occurs.
Loan-to-Value Ratio: The ratio, expressed as a percentage,
the
numerator of which is the principal balance of a particular
Mortgage Loan at
origination and the denominator of which is the lesser of (x)
the appraised
value of the related Mortgaged Property determined in the
appraisal used by the
originator at the time of origination of such Mortgage Loan, and
(y) if the
Mortgage is originated in connection with a sale of the
Mortgaged Property, the
sale price for such Mortgaged Property.
Master Servicer: Wells Fargo Bank, or its successor in
interest.
Initially the Master Servicer functions shall be performed by
the Corporate
Trust Services division of Wells Fargo Bank.
Master Servicing Fee: With respect to any Mortgage Loan and
any
Distribution Date, the fee payable monthly to the Master
Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per
annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.24.
Master Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the administration and master
servicing of the
Mortgage Loans.
MERS: The Mortgage Electronic Registration Systems, Inc.
MERS Mortgage Loan: Any MOM Mortgage Loan or any other Mortgage
Loan
as to which MERS is (or is intended to be) the mortgagee of
record and as to
which a MIN has been assigned.
Mid-Month Receipt Period: With respect to each Distribution
Date,
the one month period beginning on the Determination Date (or, in
the case of the
first Distribution Date, from and including the Cut-Off Date)
occurring in the
calendar month preceding the month in which such Distribution
Date occurs and
ending on the day preceding the Determination Date immediately
preceding such
Distribution Date.
MIN: A MERS Mortgage Identification Number assigned to a
Mortgage
Loan registered under MERS.
MOM: A Mortgage Loan where the related Mortgage names MERS as
the
original mortgagee thereof, as to which a MIN has been assigned,
and which
Mortgage has not been assigned to any other person.
Month End Interest: As defined in each Servicing Agreement.
Monthly Payment: As to any Mortgage Loan (including any REO
Mortgage
Loan) and any Due Date, the payment of principal and interest
due thereon in
accordance with the amortization schedule at the time applicable
thereto (after
adjustment for any Curtailments and Deficient Valuations
occurring prior to such
Due Date but before any adjustment to such amortization
schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar
proceeding or any
moratorium or similar waiver or grace period).
Moody's: Moody's Investors Service, Inc. or its successor in
interest.
Mortgage: The mortgage, deed of trust or other instrument
creating a
first lien on Mortgaged Property securing a Mortgage Note
together with any
Mortgage Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum
rate
at which interest accrues on the unpaid principal balance
thereof as set forth
in the related Mortgage Note, which rate is as indicated on the
Mortgage Loan
Schedule.
Mortgage Loan Purchase Agreement: The mortgage loan purchase
agreement dated as of March 17, 2005 between Wells Fargo Bank,
as seller, and
the Seller, 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 of the Mortgage Loans
transferred
to the Trustee on the Closing Date as part of the Trust Estate
and attached
hereto as Exhibits F-1 and F-2, which list may be amended
following the Closing
Date upon conveyance of a Substitute Mortgage Loan pursuant to
Section 2.02,
2.03 or 2.06 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 covered by primary
mortgage
insurance;
(xii) the applicable Servicing Fee Rate;
(xiii) the Master Servicing Fee Rate;
(xiv) the Index;
(xv) the Gross Margin;
(xvi) the Periodic Cap;
(xvii) the first Adjustment Date;
(xviii) the Rate Ceiling; and
(xix) for each Other Servicer Mortgage Loan, the name of the
Servicer with respect thereto.
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, 2.03 or
2.06, in each case
as from time to time are included in the Trust Estate as
identified in the
Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness
evidencing
the indebtedness of a Mortgagor under a Mortgage Loan together
with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which
may
include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan,
a
rate equal to (i) the Mortgage Interest Rate on such Mortgage
Loan minus (ii)
the sum of (a) the applicable Servicing Fee Rate, as set forth
in Section 11.23
with respect to such Mortgage Loan and (b) the Master Servicing
Fee Rate, as set
forth in Section 11.24 with respect to such Mortgage Loan. Any
regular monthly
computation of interest at such rate shall be based upon annual
interest at such
rate on the applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net
of
any related expenses of the Servicer.
Net WAC: As to any Distribution Date, a per annum rate equal to
the
weighted average of the Net Mortgage Interest Rates of the
Mortgage Loans (based
on the Scheduled Principal Balances of the Mortgage Loans on the
first day of
the month preceding the month in which such Distribution Date
occurs).
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Nonrecoverable Advance: Any portion of a Periodic Advance
previously
made or proposed to be made in respect of a Mortgage Loan which
has not been
previously reimbursed to the Servicer, the Master Servicer or
the Trustee, as
the case may be, and which the Servicer, the Master Servicer or
the Trustee
determines will not, or in the case of a proposed Periodic
Advance would not, be
ultimately recoverable from Liquidation Proceeds or other
recoveries in respect
of the related Mortgage Loan. The determination by the Servicer,
the Master
Servicer or the Trustee (i) that it has made a Nonrecoverable
Advance or (ii)
that any proposed Periodic Advance, if made, would constitute a
Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the
Servicer
delivered to the Master Servicer for redelivery to the Trustee
or, in the case
of a Master Servicer determination, an Officer's Certificate of
the Master
Servicer delivered to the Trustee, in each case detailing the
reasons for such
determination.
Non-Supported Interest Shortfall: With respect to any
Distribution
Date, the sum of (i) the excess, if any, of the aggregate
Prepayment Interest
Shortfall on the Mortgage Loans over the aggregate Compensating
Interest with
respect to such Distribution Date and (ii) Curtailment Interest
Shortfalls with
respect to such Distribution Date. With respect to each
Distribution Date
occurring on or after the Subordination Depletion Date, the
Non-Supported
Interest Shortfall determined pursuant to the preceding sentence
will be
increased by the amount of any Subordination Depletion Date
Interest Shortfall
for such Distribution Date. Any Non-Supported Interest Shortfall
will be
allocated to (a) the Class A Certificates according to the
percentage obtained
by dividing the Class A Principal Balance by the sum of the
Class A Principal
Balance and the Class B Principal Balance and (b) the Class B
Certificates
according to the percentage obtained by dividing the Class B
Principal Balance
by the sum of the Class A Principal Balance and the Class B
Principal Balance.
Non-U.S. Person: As defined in Section 4.01(f).
NYCEMA: A New York Consolidation, Extension and Modification
Agreement.
Officers' 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
or Assistant
Secretaries of such Person (or, in the case of a Person which is
not a
corporation, signed by the person or persons having like
responsibilities), and
delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, who may be
outside
or salaried counsel for the Seller, a Servicer or the Master
Servicer, or any
affiliate of the Seller, 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 Certificates
would be subject
to further reduction as a result of the third sentence of the
definition of
Principal Balance or (b) the Principal Balance of a Class of
Class B
Certificates with a lower numerical designation would be reduced
with respect to
such Distribution Date as a result of the application of the
proviso in the
definition of Class B-1 Principal Balance, Class B-2 Principal
Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5
Principal Balance
or Class B-6 Principal Balance.
Original Class A Percentage: The Class A Percentage as of
the
Cut-Off Date, as set forth in Section 11.03.
Original Class A Principal Balance: The sum of the Original
Principal Balances of the Class A-1 and Class A-R Certificates,
as set forth in
Section 11.04.
Original Class B Principal Balance: The sum of the Original
Class
B-1 Principal Balance, Original Class B-2 Principal Balance,
Original Class B-3
Principal Balance, Original Class B-4 Principal Balance,
Original Class B-5
Principal Balance and Original Class B-6 Principal Balance, as
set forth in
Section 11.06.
Original Class B-1 Fractional Interest: As to the first
Distribution
Date, the percentage obtained by dividing the sum of the
Original Class B-2
Principal Balance, the Original Class B-3 Principal Balance, the
Original Class
B-4 Principal Balance, the Original Class B-5 Principal Balance
and the Original
Class B-6 Principal Balance by the sum of the Original Class A
Principal Balance
and the Original Class B Principal Balance. The Original Class
B-1 Fractional
Interest is specified in Section 11.08.
Original Class B-2 Fractional Interest: As to the first
Distribution
Date, the percentage obtained by dividing the sum of the
Original Class B-3
Principal Balance, the Original Class B-4 Principal Balance, the
Original Class
B-5 Principal Balance and the Original Class B-6 Principal
Balance by the sum of
the Original Class A Principal Balance and the Original Class B
Principal
Balance. The Original Class B-2 Fractional Interest is specified
in Section
11.09.
Original Class B-3 Fractional Interest: As to the first
Distribution
Date, the percentage obtained by dividing the sum of the
Original Class B-4
Principal Balance, the Original Class B-5 Principal Balance and
the Original
Class B-6 Principal Balance by the sum of the Original Class A
Principal Balance
and the Original Class B Principal Balance. The Original Class
B-3 Fractional
Interest is specified in Section 11.10.
Original Class B-4 Fractional Interest: As to the first
Distribution
Date, the percentage obtained by dividing the sum of the
Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance
by the sum of the
Original Class A Principal Balance and the Original Class B
Principal Balance.
The Original Class B-4 Fractional Interest is specified in
Section 11.11.
Original Class B-5 Fractional Interest: As to the first
Distribution
Date, the percentage obtained by dividing the Original Class B-6
Principal
Balance by the sum of the Original Class A Principal Balance and
the Original
Class B Principal Balance. The Original Class B-5 Fractional
Interest is
specified in Section 11.12.
Original Class B-1 Percentage: The Class B-1 Percentage as of
the
Cut-Off Date, as set forth in Section 11.13.
Original Class B-2 Percentage: The Class B-2 Percentage as of
the
Cut-Off Date, as set forth in Section 11.14.
Original Class B-3 Percentage: The Class B-3 Percentage as of
the
Cut-Off Date, as set forth in Section 11.15.
Original Class B-4 Percentage: The Class B-4 Percentage as of
the
Cut-Off Date, as set forth in Section 11.16.
Original Class B-5 Percentage: The Class B-5 Percentage as of
the
Cut-Off Date, as set forth in Section 11.17.
Original Class B-6 Percentage: The Class B-6 Percentage as of
the
Cut-Off Date, as set forth in Section 11.18.
Original Class B-1 Principal Balance: The Class B-1
Principal
Balance as of the Cut-Off Date, as set forth in Section
11.07.
Original Class B-2 Principal Balance: The Class B-2
Principal
Balance as of the Cut-Off Date, as set forth in Section
11.07.
Original Class B-3 Principal Balance: The Class B-3
Principal
Balance as of the Cut-Off Date, as set forth in Section
11.07.
Original Class B-4 Principal Balance: The Class B-4
Principal
Balance as of the Cut-Off Date, as set forth in Section
11.07.
Original Class B-5 Principal Balance: The Class B-5
Principal
Balance as of the Cut-Off Date, as set forth in Section
11.07.
Original Class B-6 Principal Balance: The Class B-6
Principal
Balance as of the Cut-Off Date, as set forth in Section
11.07.
Original Principal Balance: Any of the Original Principal
Balances
of the Classes of Class A Certificates as set forth in Section
11.04; the
Original Class B-1 Principal Balance, Original Class B-2
Principal Balance,
Original Class B-3 Principal Balance, Original Class B-4
Principal Balance,
Original Class B-5 Principal Balance or Original Class B-6
Principal Balance as
set forth in Section 11.07.
Original Subordinated Percentage: The Subordinated Percentage as
of
the Cut-Off Date, as set forth in Section 11.05.
Other Servicer: Any of the Servicers other than Wells Fargo
Bank.
Other Servicer Mortgage Loan: Any of the Mortgage Loans, if
any,
identified in Exhibit F-2 hereto, as such Exhibit may be amended
from time to
time in connection with a substitution pursuant to Section 2.02,
2.03 or 2.06,
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
Seller prior to such Due Date pursuant to Section 2.02, 2.03 or
3.08.
Owner Mortgage Loan File: A file maintained by the Custodian
for
each Mortgage Loan that contains the documents specified in
Section 2.01(a) and
any additional documents required to be added to the Owner
Mortgage Loan File
pursuant to this Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by
a
Servicer prior to the Unscheduled Principal Receipt Period in
which the related
Mortgage Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled
Principal
Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trustee 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).
Payment Account: The account maintained pursuant to Section
4.03(a).
Percentage Interest: With respect to a Class A 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 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 Distribution Date pursuant to its Servicing
Agreement or by
the Master Servicer or the Trustee hereunder, 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 Servicing
Fee in the case of Periodic Advances made by a Servicer and to
the applicable
Net Mortgage Interest Rate in the case of Periodic Advances made
by the Master
Servicer or Trustee and (ii) by the amount of any related Debt
Service
Reductions or reductions in the amount of interest collectable
from the
Mortgagor pursuant to the Servicemembers Civil Relief Act, as it
may be amended
from time to time, or similar legislation or regulations then in
effect) on the
Mortgage Loans, that (x) were delinquent as of the close of
business on the
related Determination Date, (y) were not the subject of a
previous Periodic
Advance by such Servicer or of a Periodic Advance by the Master
Servicer or the
Trustee, as the case may be and (z) have not been determined by
the Master
Servicer, such Servicer or Trustee to be Nonrecoverable
Advances.
Periodic Cap: For each Mortgage Loan, the applicable limit
on
adjustment of the Mortgage Interest Rate for each Adjustment
Date specified in
the applicable Mortgage Note and designated as such in the
Mortgage Loan
Schedule.
Person: Any individual, corporation, partnership, joint
venture,
association, joint-stock company, trust, unincorporated
organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PMI Advance: As defined in the related Servicing Agreement,
if
applicable.
Pool Balance: As of any Distribution Date, the sum of the
amounts
for each Mortgage Loan that is an Outstanding Mortgage Loan of
the Scheduled
Principal Balance of such Mortgage Loan.
Pool Distribution Amount: As of any Distribution Date, the
funds
eligible for distribution to the Class A Certificates and Class
B Certificates
on such Distribution Date, which shall be the sum of (i) all
previously
undistributed payments or other receipts on account of principal
and interest on
or in respect of the Mortgage Loans (including, without
limitation, the proceeds
of any repurchase of a Mortgage Loan by the Seller and any
Substitution
Principal Amount) received by the Master Servicer with respect
to the applicable
Remittance Date in the month of such Distribution Date and any
Unscheduled
Principal Receipts received by the Master Servicer on or prior
to the Business
Day preceding such Distribution Date, (ii) all Periodic Advances
made by a
Servicer pursuant to the related Servicing Agreement or Periodic
Advances made
by the Master Servicer or the Trustee pursuant to Section 3.03,
(iii) any
remaining Reimbursement Amount as provided in Section 4.01(a)
and (iv) all other
amounts 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
and
respecting which the Master Servicer or the Trustee has made one
or more
unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse
any
unreimbursed Periodic Advances by the Master Servicer or the
Trustee;
(c) those portions of each payment of interest on a
particular
Mortgage Loan which represent (i) the Servicing Fee and (ii) the
Master
Servicing Fee;
(d) all amounts representing scheduled payments of principal
and
interest due after the Due Date occurring in the month in which
such
Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers
after the Applicable Unscheduled Principal Receipt Period
relating to the
Distribution Date for the applicable type of Unscheduled
Principal
Receipt, and all related payments of interest on such
amounts;
(f) all repurchase proceeds with respect to Mortgage Loans
repurchased by the Seller 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 difference between the unpaid principal
balance of a
Mortgage Loan substituted for a Mortgage Loan pursuant to
Section 2.02,
2.03 or 2.06 on or following the Determination Date in the month
in which
such Distribution Date occurs and the unpaid principal balance
of such
Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds
which
represents any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the
Certificate
Account in respect of the Mortgage Loans, to the extent not
covered by
clauses (a) through (h) above, or not required to be deposited
in the
Certificate Account under this Agreement;
(j) Liquidation Profits;
(k) Month End Interest; and
(l) all amounts reimbursable to a Servicer for PMI Advances.
Pool Scheduled Principal Balance: As to any Distribution Date,
the
aggregate Scheduled Principal Balances of all Mortgage Loans
that were
Outstanding Mortgage Loans on the Due Date in the month
preceding the month of
such Distribution Date.
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 B-1
Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3
Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5
Optimal
Principal Amount or Class B-6 Optimal Principal Amount is
calculated in
accordance with the proviso in such definition with respect to
any Distribution
Date, the Principal Adjustment for such Class of Class B
Certificates shall
equal the difference between (i) the amount that would have been
distributed to
such Class as principal in accordance with Section 4.01(a) for
such Distribution
Date, calculated without regard to such proviso and assuming
there are no
Principal Adjustments for such Distribution Date and (ii) the
Adjusted Principal
Balance for such Class.
Principal Balance: As of the first Determination Date and as to
any
Class of Class A Certificates, the Original Principal Balance of
such Class. As
of any subsequent Determination Date prior to the Subordination
Depletion Date
and as to any Class of Class A Certificates, the Original
Principal Balance of
such Class less the sum of all amounts previously distributed in
respect of such
Class on prior Distribution Dates (i) pursuant to Paragraph
third of Section
4.01(a) and (ii) as a result of a Principal Adjustment. After
the Subordination
Depletion Date, each such Principal Balance of a Class of Class
A Certificates
will also be reduced (if clause (i) is greater than clause (ii))
or increased
(if clause (i) is less than clause (ii)) on each Determination
Date by an amount
equal to the product of the Class A Loss Percentage of such
Class and the
difference, if any, between (i) the Class A Principal Balance as
of such
Determination Date without regard to this sentence and (ii) the
Adjusted Pool
Amount for the preceding Distribution Date.
As to the Class B Certificates, the Class B-1 Principal
Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class
B-4 Principal
Balance, Class B-5 Principal Balance and Class B-6 Principal
Balance,
respectively.
Notwithstanding the foregoing, no Principal Balance of a Class
will
be increased on any Determination Date such that the Principal
Balance of such
Class exceeds its Original Principal Balance less all amounts
previously
distributed in respect of such Class on prior Distribution Dates
pursuant to
Paragraph third of Section 4.01(a) or Paragraphs sixth, ninth,
twelfth,
fifteenth, eighteenth or twenty-first of Section 4.01(a).
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan
which
is received in advance of its Due Date and is not accompanied by
an amount
representing scheduled interest for any period subsequent to the
date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution
Date,
the calendar month preceding the month in which such
Distribution Date occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F
of
the Code.
Prospectus: The prospectus dated February 22, 2005 as
supplemented
by the prospectus supplement dated March 11, 2005, relating to
the Class A,
Class B-1, Class B-2 and Class B-3 Certificates.
Prudent Servicing Practices: The standard of care set forth in
each
Servicing Agreement.
Rate Ceiling: The maximum per annum Mortgage Interest Rate
permitted
under the related Mortgage Note.
Rating Agency: Any nationally recognized statistical credit
rating
agency, or its successor, that rated one or more Classes of the
Certificates at
the request of the Seller at the time of the initial issuance of
the
Certificates. The Rating Agencies for the Class A Certificates
and the Class
B-1, Class B-2 and Class B-3 Certificates are Fitch and Moody's.
The Rating
Agency for the Class B-4 and Class B-5 Certificates is Fitch. If
any such agency
or a successor is no longer in existence, "Rating Agency" shall
be such
statistical credit rating agency, or other comparable Person,
designated by the
Seller, notice of which designation shall be given to the
Trustee and the Master
Servicer. References herein to the highest short-term rating
category of a
Rating Agency shall mean F-1+ in the case of Fitch, P-1+ in the
case of Moody's
and in the case of any other Rating Agency shall mean its
equivalent of such
ratings. References herein to the highest long-term rating
categories of a
Rating Agency shall mean AAA in the case of Fitch and Aaa in the
case of
Moody's, and in the case of any other Rating Agency shall mean
its equivalent of
such ratings without any plus or minus.
Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses incurred on Liquidated Loans for which
the Liquidation
Proceeds were received during the Applicable Unscheduled
Principal Receipt
Period with respect to Full Unscheduled Principal Receipts with
respect to such
Distribution Date and (ii) Bankruptcy Losses incurred during the
period
corresponding to the Applicable Unscheduled Principal Receipt
Period with
respect to Full Unscheduled Principal Receipts for such
Distribution Date.
Record Date: The last Business Day of the month preceding the
month
of the related Distribution Date.
Recovery: As to any Distribution Date, any amount received (net
of
any reimbursable expenses) on a Mortgage Loan subsequent to any
such Mortgage
Loan being determined to be a Liquidated Loan.
Reimbursement Amount: As defined in Section 2.03(c).
Relief Act Shortfall: Any interest shortfalls arising as a
result of
the reduction in the amount of monthly interest payments on any
Mortgage Loans
as a result of the application of the Servicemembers Civil
Relief Act, as it may
be amended from time to time, or comparable state legislation.
Any Relief Act
Shortfall will be allocated to (a) the Class A Certificates
according to the
percentage obtained by dividing the Class A Principal Balance by
the sum of the
Class A Principal Balance and the Class B Principal Balance and
(b) the Class B
Certificates according to the percentage obtained by dividing
the Class B
Principal Balance by the sum of the Class A Principal Balance
and the Class B
Principal Balance.
REMIC: A "real estate mortgage investment conduit" as defined
in
Code Section 860D. "The REMIC" means the REMIC constituted by
the Trust Estate.
REMIC Provisions: Provisions of the federal income tax law
relating
to REMICs, which appear at Sections 860A through 860G of Part IV
of Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions,
and U.S.
Department of the Treasury temporary, proposed or final
regulations promulgated
thereunder, as the foregoing are in effect (or with respect to
proposed
regulations, are proposed to be in effect) from time to
time.
Remittance Date: As defined in each of the Servicing
Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated
Loan
and as to which the indebtedness evidenced by the related
Mortgage Note is
discharged and the related Mortgaged Property is held as part of
the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage
Loan
(including, without limitation, proceeds from the rental of the
related
Mortgaged Property).
Request for Release: A request for release (which may be in
electronic form) in substantially the form attached as Exhibit G
hereto.
Responsible Officer: When used with respect to the Trustee,
the
Chairman or Vice-Chairman of the Board of Directors or Trustees,
the Chairman or
Vice-Chairman of the Executive or Standing Committee of the
Board of Directors
or Trustees, the President, the Chairman of the Committee on
Trust Matters, any
Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any
Trust Officer or
Assistant Trust Officer, the Controller and any Assistant
Controller or any
other officer of the Trustee customarily performing functions
similar to those
performed by any of the above-designated officers and also, with
respect to a
particular matter, any other officer to whom such matter is
referred because of
such officer's knowledge of and familiarity with the particular
subject.
Retained Mortgage Loan File: A file maintained by Wells Fargo
Bank
prior to any Document Transfer Event 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 Securities Act of
1933,
as amended.
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.
Seller: Wells Fargo Asset Securities Corporation, or its
successor
in interest.
Servicer Mortgage Loan File: As defined in each of the
Servicing
Agreements.
Servicers: Wells Fargo Bank, as a Servicer under the related
Servicing Agreement. Initially the servicing functions performed
by Wells Fargo
Bank shall be performed by the Wells Fargo Home Mortgage
division of Wells Fargo
Bank.
Servicing Agreements: Each of the Servicing Agreements executed
with
respect to a portion of the Mortgage Loans by one of the
Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in
its
Servicing Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set
forth in
Section 11.23.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the
Mortgage Loans.
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences
the
smallest permissible Denomination for such Class, as set forth
in Section 11.22.
Startup Day: As defined in Section 2.05.
Subordinated Percentage: As to any Distribution Date, the
percentage
which is the difference between 100% and the Class A Percentage
for such date.
Subordinated Prepayment Percentage: As to any Distribution Date,
the
percentage which is the difference between 100% and the Class A
Prepayment
Percentage for such date.
Subordination Depletion Date: The Distribution Date preceding
the
first Distribution Date on which the Class A Percentage
(determined pursuant to
clause (ii) of the definition thereof) equals or exceeds
100%.
Subordination Depletion Date Interest Shortfall: With respect to
any
Distribution Date that occurs on or after the Subordination
Depletion Date with
respect to any Unscheduled Principal Receipt (other than a
Prepayment in Full or
Curtailment):
(A) in the case where the Applicable Unscheduled Principal
Receipt
Period is the Mid-Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer on or after
the
Determination Date in the month preceding the month of such
Distribution Date but prior to the first day of the month of
such Distribution Date, the amount of interest that would
have
accrued at the Net Mortgage Interest Rate on the amount of
such Unscheduled Principal Receipt from the day of its
receipt
or, if earlier, its application by the Servicer through the
last day of the month preceding the month of such
Distribution
Date; and
(B) in the case where the Applicable Unscheduled Principal
Receipt
Period is the Prior Month Receipt Period and such
Unscheduled
Principal Receipt is received by the Servicer during the
month
preceding the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage
Interest
Rate on the amount of such Unscheduled Principal Receipt
from
the day of its receipt or, if earlier, its application by
the
Servicer through the last day of the month in which such
Unscheduled Principal Receipt is received.
Subsidy Account: If the Trust Estate contains any Subsidy Loans,
the
deposit account or accounts created and maintained by the
Servicer for deposit
of Subsidy Funds and amounts payable under interest subsidy
agreements relating
to mortgage loans other than the Mortgage Loans.
Subsidy Funds: If the Trust Estate contains any Subsidy Loans,
funds
contributed by the employer of a Mortgagor in order to reduce
the payments
required from the Mortgagor for a specified period in specified
amounts.
Subsidy Loan: Any Mortgage Loan subject to a temporary
interest
subsidy agreement pursuant to which the monthly interest
payments made by the
related Mortgagor will be less than the scheduled monthly
interest payments on
such Mortgage Loan, with the resulting difference in interest
payments being
provided by the employer of the Mortgagor.
Substitute Mortgage Loan: As defined in Section 2.02.
Substitution Principal Amount: With respect to any Mortgage
Loan
substituted in accordance with Section 2.02 or pursuant to
Section 2.03 or 2.06,
the excess of (x) the unpaid principal balance of the Mortgage
Loan which is
substituted for over (y) the unpaid principal balance of the
Substitute Mortgage
Loan, each balance being determined as of the date of
substitution.
Trust: The trust created by this Agreement.
Trust Estate: The corpus of the Trust, consisting of the
Mortgage
Loans, such amounts as may be held from time to time in the
Certificate Account,
the rights of the Trustee to receive the proceeds of all
insurance policies and
performance bonds, if any, required to be maintained hereunder
or under the
related Servicing Agreement, property which secured a Mortgage
Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure
and all other
property and rights described in the first paragraph of Section
2.01(a).
Trustee: Wachovia Bank, National Association, a national
banking
association with its principal office located in Charlotte,
North Carolina, or
any successor trustee appointed as herein provided.
Type 1 Mortgage Loan: Any of the Mortgage Loans identified
in
Exhibit F-1 hereto, as such Exhibit may be amended from time to
time in
connection with a substitution pursuant to Section 2.02, 2.03 or
2.06, serviced
under the Wells Fargo Bank Servicing Agreement and having a
Mid-Month Receipt
Period with respect to all types of Unscheduled Principal
Receipts.
Unpaid Interest Shortfalls: Each of the Class A Unpaid
Interest
Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class
B-2 Unpaid
Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the
Class B-4
Unpaid Interest Shortfall, the Class B-5 Unpaid Interest
Shortfall and the Class
B-6 Unpaid Interest Shortfall.
Unscheduled Principal Receipt: Any Principal Prepayment or
other
recovery of principal on a Mortgage Loan, including, without
limitation,
Liquidation Proceeds, Net REO Proceeds, Recoveries and proceeds
received from
any condemnation award or proceeds in lieu of condemnation other
than that
portion of such proceeds released to the Mortgagor in accordance
with the terms
of the Mortgage or Prudent Servicing Practices, but excluding
any Liquidation
Profits and proceeds of a repurchase of a Mortgage Loan by the
Seller and any
Substitution Principal Amounts.
Unscheduled Principal Receipt Period: Either a Mid-Month
Receipt
Period or a Prior Month Receipt Period.
U.S. Person: As defined in Section 4.01(f).
Voting Interest: With respect to any provisions hereof providing
for
the action, consent or approval of the Holders of all
Certificates evidencing
specified Voting Interests in the Trust Estate, the Holders of
each Class of
Certificates will collectively be entitled to the then
applicable percentage of
the aggregate Voting Interest represented by all Certificates
equal to the ratio
obtained by dividing the Principal Balance of such Class by the
sum of the Class
A Principal Balance and the Class B Principal Balance. Each
Certificateholder of
a Class will have a Voting Interest equal to the product of the
Voting Interest
to which such Class is collectively entitled and the Percentage
Interest in such
Class represented by such Holder's Certificates. With respect to
any provisions
hereof providing for action, consent or approval of each Class
of Certificates
or specified Classes of Certificates, each Certificateholder of
a Class will
have a Voting Interest in such Class equal to such Holder's
Percentage Interest
in such Class.
Wells Fargo Bank: Wells Fargo Bank, N.A., or its successor
in
interest.
Wells Fargo Bank Correspondents: The entities identified on a
list
provided by Wells Fargo Bank to the Master Servicer, from which
Wells Fargo Bank
purchased the Mortgage Loans.
Wells Fargo Bank Servicing Agreement: The Servicing
Agreement
providing for the servicing of the Type 1 Mortgage Loans
initially by Wells
Fargo Bank.
Section 1.02 Acts of Holders.
(a) Any request, demand, authorization, direction, notice,
consent,
waiver or other action provided by this Agreement to be given or
taken by
Holders may be embodied in and evidenced by one or more
instruments of
substantially similar tenor signed by such Holders in person or
by an agent duly
appointed in writing. Except as herein otherwise expressly
provided, such action
shall become effective when such instrument or instruments are
delivered to the
Trustee. Proof of execution of any such instrument or of a
writing appointing
any such agent shall be sufficient for any purpose of this
Agreement and
conclusive in favor of the Trustee, if made in the manner
provided in this
Section 1.02. The Trustee shall promptly notify the Master
Servicer in writing
of the receipt of any such instrument or writing.
(b) The fact and date of the execution by any Person of any
such
instrument or writing may be proved by the affidavit of a
witness of such
execution or by a certificate of a notary public or other
officer authorized by
law to take acknowledgments of deeds, certifying that the
individual signing
such instrument or writing acknowledged to him the execution
thereof. When such
execution is by a signer acting in a capacity other than his or
her individual
capacity, such certificate or affidavit shall also constitute
sufficient proof
of his or her authority. The fact and date of the execution of
any such
instrument or writing, or the authority of the individual
executing the same,
may also be proved in any other manner which the Trustee deems
sufficient.
(c) The ownership of Certificates (whether or not such
Certificates
shall be overdue and notwithstanding any notation of ownership
or other writing
thereon made by anyone other than the Trustee and the
Authenticating Agent)
shall be proved by the Certificate Register, and neither the
Trustee, the Seller
nor the Master Servicer shall be affected by any notice to the
contrary.
(d) Any request, demand, authorization, direction, notice,
consent,
waiver or other action of the Holder of any Certificate shall
bind every future
Holder of the same Certificate and the Holder of every
Certificate issued upon
the registration of transfer thereof or in exchange therefor or
in lieu thereof
in respect of anything done, omitted or suffered to be done by
the Trustee, the
Seller or the Master Servicer in reliance thereon, whether or
not notation of
such action is made upon such Certificate.
Section 1.03 Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table
of
Contents are for convenience of reference only and shall not
affect the
interpretation or construction of this Agreement.
Section 1.04 Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to
this Agreement and
their successors hereunder and the Holders of the Certificates
any benefit or
any legal or equitable right, power, remedy or claim under this
Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Seller, concurrently with the execution and delivery
hereof,
does hereby assign to the Trustee, without recourse all the
right, title and
interest of the Seller in and to (a) the Trust Estate, including
all interest
and principal received by the Seller on or with respect to the
Mortgage Loans
after the Cut-Off Date (and including scheduled payments of
principal and
interest due after the Cut-Off Date but received by the Seller
on or before the
Cut-Off Date and Unscheduled Principal Receipts received or
applied on the
Cut-Off Date, but not including payments of principal and
interest due on the
Mortgage Loans on or before the Cut-Off Date), (b) the Insurance
Policies, (c)
the obligations of the Servicers under the Servicing Agreements
with respect to
the Mortgage Loans, (d) the right to receive amounts, if any,
payable on behalf
of any Mortgagor from the Subsidy Account relating to any
Subsidy Loan and (e)
proceeds of all the foregoing. It is agreed and understood by
the Seller and the
Trustee that it is not intended that any mortgage loan be
included in the Trust
Estate that is a "High-Cost Home Loan" as defined in any of (i)
the New Jersey
Home Ownership Act, effective November 27, 2003, (ii) the New
Mexico Home Loan
Protection Act, effective January 1, 2004, (iii) the
Massachusetts Predatory
Home Loan Practices Act, effective November 7, 2004 or (iv) the
Indiana Home
Loan Practices Act, effective January 1, 2005.
In connection with such assignment, the Seller shall, with
respect
to each Mortgage Loan, deliver, or cause to be delivered, to the
Custodian, on
or before the Closing Date the following documents or
instruments with respect
to each Mortgage Loan:
(i) The original Mortgage Note either (A) endorsed in blank or
(B)
endorsed as provided in Section 2.01(d), with all prior and
intervening
endorsements as may be necessary to show a complete chain of
endorsements
or with respect to any Mortgage Loan as to which the original
Mortgage
Note has been permanently lost or destroyed and has not been
replaced, a
lost note affidavit with a copy of the Mortgage Note and, in the
case of
any Mortgage Loan originated in the State of New York documented
by a
NYCEMA, the NYCEMA, the new Mortgage Note, if applicable, the
consolidated
Mortgage Note and the consolidated Mortgage;
(ii) A recorded original assignment of the related Mortgage
from
Wells Fargo Bank assigning the related Mortgage to the Trustee
(which may
be assigned in blank), certified by the recording office, or, if
such
assignment is in the process of being recorded, a copy of the
related
Mortgage transmitted for recordation certified by an officer of
Wells
Fargo Bank or applicable Wells Fargo Bank Correspondent to be a
true and
correct copy of such assignment submitted for recordation;
provided,
however, if recordation is not required as described below, an
assignment
in recordable form (which may be assigned in blank) with respect
to the
related Mortgage;
(iii) The original of each assumption agreement,
modification,
written assurance or substitution agreement pertaining to such
Mortgage
Note, if any; and
(iv) For each Mortgage Loan secured by Co-op Shares, the
originals
of the following documents or instruments:
(a) The loan security agreement;
(b) The stock certificate;
(c) The stock power, executed in blank;
(d) The executed proprietary lease;
(e) The executed recognition agreement;
(f) The executed UCC-1 financing statement with evidence of
recording thereon; and
(g) The executed UCC-3 financing statements or other
appropriate UCC financing statements required by state
law, evidencing a complete and unbroken chain from the
mortgagee to the Trustee with evidence of recording
thereon (or in a form suitable for recordation).
(b) Following a Document Transfer Event, the Seller shall,
with
respect to each Mortgage Loan, deliver, or cause to be
delivered, to the
Custodian, within 60 days copies (which may be in electronic
form mutually
agreed upon by the Seller and the Custodian) of the following
additional
documents or instruments with respect to each Mortgage Loan;
provided, however,
that originals of such documents or instruments shall be
delivered to the
Custodian if originals are required under the law in which the
related Mortgaged
Property is located in order to exercise all remedies available
to the Trust
under applicable law following default by the related
Mortgagor:
(i) The original recorded Mortgage with evidence of
recordation
noted thereon or attached thereto, together with any addenda or
riders
thereto, or a copy of such recorded Mortgage with such evidence
of
recordation certified to be true and correct by the
appropriate
governmental recording office; or a copy of such recorded
Mortgage with
such evidence of recordation, or if the original Mortgage has
been
submitted for recordation but has not been returned from the
applicable
public recording office, a copy of the Mortgage certified by an
officer of
Wells Fargo Bank or the applicable Wells Fargo Bank
Correspondent to be a
true and correct copy of the original Mortgage submitted for
recordation;
(ii) The original of each assumption agreement,
modification,
written assurance or substitution agreement pertaining to such
Mortgage,
if any, or, if such document is in the process of being
recorded, a copy
of such document, certified by an officer of Wells Fargo Bank or
the
applicable Wells Fargo Bank Correspondent of such Mortgage Loan
or by the
applicable title insurance company, closing agent, settlement
agent,
escrow agent or closing attorney to be a true and correct copy
of such
document transmitted for recordation, if any;
(iii) For each MERS Mortgage Loan that is not a MOM Mortgage
Loan,
the original assignment showing MERS as the assignee of the
Mortgage, with
evidence of recording thereon or copies thereof certified by an
officer of
Wells Fargo Bank or the applicable Wells Fargo Bank
Correspondent to have
been submitted for recordation;
(iv) Each original recorded intervening assignment of the
Mortgage
as may be necessary to show a complete chain of title from the
Mortgage
Loan originator to Wells Fargo Bank or Wells Fargo Home
Mortgage, Inc.,
with evidence of recordation noted thereon or attached thereto,
or a copy
of such assignment with such evidence of recordation to be true
and
correct by the appropriate governmental recording office, or, if
any such
assignment has been submitted for recordation but has not been
returned
from the applicable public recording office or is not otherwise
available,
a copy of such assignment certified by an officer of Wells Fargo
Bank or
the applicable Wells Fargo Bank Correspondent to be a true and
correct
copy of the recorded assignment submitted for recordation;
and
(v) The original policy of the title insurance or certificate
of
title insurance or a written commitment to issue such a title
insurance
policy or certificate of title insurance, or a copy of such
title
insurance certified as true and correct by the applicable
insurer or any
attorney's certificate of title with an Officer's Certificate of
Wells
Fargo Bank or the applicable Wells Fargo Bank Correspondent that
such
attorney's certificate of title is customarily used in lieu of a
title
insurance policy in the jurisdiction in which the related
mortgage
property is located.
(c) If any assignment of a Mortgage to the Trustee is in the
process
of being recorded on the Closing Date, the Seller shall use its
best efforts to
cause each such original recorded document or certified copy
thereof to be
delivered to the Custodian promptly following its recordation,
but in no event
later than one (1) year following the Closing Date. If any
Mortgage has been
recorded in the name of MERS or its designee, no assignment of
Mortgage in favor
of the Trustee will be required to be prepared or delivered and
instead, the
Master Servicer shall take all actions as are necessary to cause
the Trust
Estate to be shown as the owner of the related Mortgage Loan on
the records of
MERS for the purpose of the system of recording transfers of
beneficial
ownership of mortgages maintained by MERS. The Seller shall also
cause to be
delivered to the Custodian any other original mortgage loan
document included in
the Owner Mortgage Loan File if a copy thereof has been
delivered. The Seller
shall pay from its own funds, without any right of reimbursement
therefor, the
amount of any costs, liabilities and expenses incurred by the
Trust Estate by
reason of the failure of the Seller to cause to be delivered to
the Custodian
within one (1) year following the Closing Date any assignment of
a Mortgage
(except with respect to any Mortgage recorded in the name of
MERS) not delivered
to the Custodian on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller
may,
deliver or cause to be delivered to the Custodian the assignment
of the Mortgage
Loan to the Trustee in a form suitable for recordation, if (i)
with respect to a
particular state the Trustee has received an Opinion of Counsel
acceptable to it
that such recording is not required to make the assignment
effective against the
parties to the Mortgage or subsequent purchasers or encumbrances
of the
Mortgaged Property or (ii) the Seller has been advised by each
Rating Agency
that non-recordation in a state will not result in a reduction
of the rating
assigned by that Rating Agency at the time of initial issuance
of the
Certificates. Set forth on Exhibit K attached hereto is a list
of all states
where recordation is required by either Rating Agency to obtain
the initial
ratings of the Certificates. The Custodian may rely and shall be
protected in
relying upon the information contained in such Exhibit K. In the
event that the
Custodian receives notice that recording is required to protect
the right, title
and interest of the Trustee in and to any such Mortgage Loan for
which
recordation of an assignment has not previously been required,
the Custodian
shall promptly notify the Trustee and the Custodian shall within
five Business
Days (or such other reasonable period of time mutually agreed
upon by the
Custodian and the Trustee) of its receipt of such notice deliver
each previously
unrecorded assignment to the related Servicer for
recordation.
(d) Except for Mortgage Notes endorsed in blank, endorsements
shall
comply with the following format:
WITHOUT RECOURSE
PAY TO THE ORDER OF:
WACHOVIA BANK, NATIONAL ASSOCIATION, AS
TRUSTEE under the pooling and servicing
agreement dated as of [date];
and its successors and assigns,
[Wells Fargo Bank, N.A.] or [Wells Fargo Home Mortgage,
Inc.]
[Signature of Officer]
[Officer's Name and Title]
Except where assignments in blank are authorized or in the case
of
any Mortgage registered in the name of MERS, assignments of any
Mortgage shall
comply with the following:
WACHOVIA BANK, NATIONAL ASSOCIATION, AS
TRUSTEE
and its successors and assigns
Section 2.02 Acceptance by Custodian.
Subject to the provisions of the following paragraph, pursuant
to
the Custodial Agreement, the Custodian, on behalf of the
Trustee, will declare
that it holds and will hold the documents delivered to it
pursuant to Section
2.01(a) above and the other documents constituting a part of the
Owner Mortgage
Loan Files or Retained Mortgage Loan Files (after the occurrence
of a Document
Transfer Event) delivered to it in trust, upon the trusts herein
set forth, for
the use and benefit of all present and future
Certificateholders. Upon execution
of this Agreement, the Custodian will deliver to the Seller and
the Trustee an
initial certification in the form of Exhibit N hereto, to the
effect that,
except as may be specified in a list of exceptions attached
thereto, it has
received the original Mortgage Notes relating to each Mortgage
Loan on the
Mortgage Loan Schedule.
The Custodian will review each Owner Mortgage Loan File within
45
days after execution of this Agreement. The Custodian will
deliver no later than
30 days after completion of such review to the Seller and the
Trustee a final
certification in the form of Exhibit O hereto to the effect
that, except as may
be specified in a list of exceptions attached thereto, all
required documents
set forth in Section 2.01(a) have been executed and received and
appear regular
on their face, and that such documents relate to the Mortgage
Loans identified
in the Mortgage Loan Schedule based on a comparison of the
Mortgage Loan
identifying number, Mortgagor name and street address, and in so
doing the
Custodian may rely on the purported due execution and
genuineness of any such
document and on the purported genuineness of any signature
thereon.
If within such 45 day period the Custodian finds any
document
constituting a part of an Owner Mortgage Loan File not to have
been executed or
received or to be unrelated to the Mortgage Loans identified in
the Mortgage
Loan Schedule or not to appear regular on its face, the
Custodian shall promptly
(and in no event more than 30 days after completion of the
review) notify the
Trustee and the Trustee shall notify the Seller. The Seller
shall have a period
of 60 days after the date of such notice within which to correct
or cure any
such defect. The Seller hereby covenants and agrees that, if any
material defect
is not so corrected or cured, the Seller will, not later than 60
days after the
Trustee's notice to it referred to above respecting such defect,
either (i)
repurchase the related Mortgage Loan or any property acquired in
respect thereof
from the Trust Estate at a price equal to (a) 100% of the unpaid
principal
balance of such Mortgage Loan plus (b) accrued interest at the
Mortgage Interest
Rate through the last day of the month in which such repurchase
takes place or
(ii) if within two years of the Startup Day, or such other
period permitted by
the REMIC Provisions, substitute for any Mortgage Loan to which
such material
defect relates, a new mortgage loan (a "Substitute Mortgage
Loan") having such
characteristics so that the representations and warranties of
the Seller set
forth in Section 2.03(b) hereof (other than Section 2.03(b)(i))
would not have
been incorrect had such Substitute Mortgage Loan originally been
a Mortgage
Loan. In no event shall any Substitute Mortgage Loan have an
unpaid principal
balance, as of the date of substitution, greater than the
Scheduled Principal
Balance (reduced by the scheduled payment of principal due on
the Due Date in
the month of substitution) of the Mortgage Loan for which it is
substituted. In
addition, such Substitute Mortgage Loan (i) shall have a
Loan-to-Value Ratio
less than or equal to and a Net Mortgage Interest Rate equal to
that of the
Mortgage Loan for which it is substituted, (ii) shall have the
same Gross Margin
and Index as that of the Mortgage Loan for which it is
substituted and (iii)
shall have the same frequency of mortgage rate adjustment as
that of the
Mortgage Loan for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the
purchase
price shall be deposited by the Seller in the Certificate
Account maintained by
the Master Servicer pursuant to Section 3.01. In the case of a
Substitute
Mortgage Loan, the Owner Mortgage Loan File (and Retained
Mortgage Loan File, if
required pursuant to Section 2.01(b) hereof) relating thereto
shall be delivered
to the Custodian and the Substitution Principal Amount, together
with (i)
interest on such Substitution Principal Amount at the applicable
Net Mortgage
Interest Rate to the following Due Date of such Mortgage Loan
which is being
substituted for and (ii) an amount equal to the aggregate amount
of unreimbursed
Periodic Advances in respect of interest previously made by the
Servicer, the
Master Servicer or the Trustee with respect to such Mortgage
Loan, shall be
deposited in the Certificate Account. The Monthly Payment on the
Substitute
Mortgage Loan for the Due Date in the month of substitution
shall not be part of
the Trust Estate. Upon receipt by the Custodian of a Request for
Release signed
by an officer of the Seller, the Custodian shall release to the
Seller the
related Owner Mortgage Loan File (and Retained Mortgage Loan
File, if
applicable). The Trustee shall execute and deliver such
instrument of transfer
or assignment (or, in the case of a Mortgage Loan registered in
the name of MERS
or its designee, the Master Servicer shall cause the applicable
Servicer to take
all necessary action to reflect such assignment on the records
of MERS), in each
case without recourse, as shall be necessary to vest in the
Seller legal and
beneficial ownership of such substituted or repurchased Mortgage
Loan or
property. It is understood and agreed that the obligation of the
Seller to
substitute a new Mortgage Loan for or repurchase any Mortgage
Loan or property
as to which such a material defect in a constituent document
exists shall
constitute the sole remedy respecting such defect available to
the
Certificateholders or the Trustee on behalf of the
Certificateholders. The
failure of the Custodian to give the final certification or the
Trustee to give
any notice within the required time periods shall not affect or
relieve the
Seller's obligation to repurchase any Mortgage Loan pursuant to
this Section
2.02.
Section 2.03 Representations and Warranties of the Master
Servicer
and the Seller.
(a) The Master Servicer hereby represents and warrants to
the
Trustee for the benefit of Certificateholders that, as of the
date of execution
of this Agreement:
(i) The Master Servicer is a national banking association
duly
chartered and validly existing in good standing under the laws
of the
United States;
(ii) The execution and delivery of this Agreement by the
Master
Servicer and its performance and compliance with the terms of
this
Agreement will not violate the Master Servicer's corporate
charter or
by-laws or constitute a default (or an event which, with notice
or lapse
of time, or both, would constitute a default) under, or result
in the
breach of, any material contract, agreement or other instrument
to which
the Master Servicer is a party or which may be applicable to the
Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution
and
delivery by the Trustee and the Seller, constitutes a valid,
legal and
binding obligation of the Master Servicer, enforceable against
it in
accordance with the terms hereof subject to applicable
bankruptcy,
insolvency, reorganization, moratorium and other laws affecting
the
enforcement of creditors' rights generally and to general
principles of
equity, regardless of whether such enforcement is considered in
a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order
or decree of any court or any order, regulation or demand of any
federal,
state, municipal or governmental agency, which default might
have
consequences that would materially and adversely affect the
condition
(financial or other) or operations of the Master Servicer or
its
properties or might have consequences that would affect its
performance
hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer
which would
prohibit its entering into this Agreement or performing its
obligations under
this Agreement.
It is understood and agreed that the representations and
warranties
set forth in this Section 2.03(a) shall survive delivery of the
respective Owner
Mortgage Loan Files to the Trustee or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee for
the
benefit of Certificateholders that, as of the date of execution
of this
Agreement, with respect to the Mortgage Loans, or each Mortgage
Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule was
true
and correct in all material respects at the date or dates
respecting which
such information is furnished as specified in the Mortgage Loan
Schedule;
(ii) Immediately prior to the transfer and assignment
contemplated
herein, the Seller was the sole owner and holder of the Mortgage
Loan free
and clear of any and all liens, pledges, charges or security
interests of
any nature and has full right and authority to sell and assign
the same;
(iii) The Mortgage is a valid, subsisting and enforceable first
lien
on the property therein described, and the Mortgaged Property is
free and
clear of all encumbrances and liens having priority over the
first lien of
the Mortgage except for liens for real estate taxes and
special
assessments not yet due and payable and liens or interests
arising under
or as a result of any federal, state or local law, regulation or
ordinance
relating to hazardous wastes or hazardous substances, and, if
the related
Mortgaged Property is a condominium unit, any lien for common
charges
permitted by statute or homeowners association fees; and if the
Mortgaged
Property consists of shares of a cooperative housing
corporation, any lien
for amounts due to the cooperative housing corporation for
unpaid
assessments or charges or any lien of any assignment of rents
or
maintenance expenses secured by the real property owned by the
cooperative
housing corporation; and any security agreement, chattel
mortgage or
equivalent document related to, and delivered to the Trustee or
to the
Custodian with, any Mortgage establishes in the Seller a valid
and
subsisting first lien on the property described therein and the
Seller has
full right to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or
the
related Mortgage Note has modified the Mortgage or the related
Mortgage
Note in any material respect, satisfied, canceled or
subordinated the
Mortgage in whole or in part, released the Mortgaged Property in
whole or
in part from the lien of the Mortgage, or executed any
instrument of
release, cancellation, modification or satisfaction, except in
each case
as is reflected in an agreement delivered to the Trustee or the
Custodian
pursuant to Section 2.01(a);
(v) All taxes, governmental assessments, insurance premiums,
and
water, sewer and municipal charges, which previously became due
and owing
have been paid, or an escrow of funds has been established, to
the extent
permitted by law, in an amount sufficient to pay for every such
item which
remains unpaid; and the Seller has not advanced funds, or
received any
advance of funds by a party other than the Mortgagor, directly
or
indirectly (except pursuant to any Subsidy Loan arrangement) for
the
payment of any amount required by the Mortgage, except for
interest
accruing from the date of the Mortgage Note or date of
disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which
precedes by
thirty days the first Due Date under the related Mortgage
Note;
(vi) The Mortgaged Property is undamaged by water, fire,
earthquake,
earth movement other than earthquake, windstorm, flood, tornado
or similar
casualty (excluding casualty from the presence of hazardous
wastes or
hazardous substances, as to which the Seller makes no
representations), so
as to affect adversely the value of the Mortgaged Property as
security for
the Mortgage Loan or the use for which the premises were
intended and to
the best of the Seller's knowledge, there is no proceeding
pending or
threatened for the total or partial condemnation of the
Mortgaged
Property;
(vii) The Mortgaged Property is free and clear of all mechanics'
and
materialmen's liens or liens in the nature thereof; provided,
however,
that this warranty shall be deemed not to have been made at the
time of
the initial issuance of the Certificates if a title policy
affording, in
substance, the same protection afforded by this warranty is
furnished to
the Trustee by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage Loans secured by residential long-term leases, the
Mortgaged
Property consists of a fee simple estate in real property; all
of the
improvements which are included for the purpose of determining
the
appraised value of the Mortgaged Property lie wholly within the
boundaries
and building restriction lines of such property and no
improvements on
adjoining properties encroach upon the Mortgaged Property
(unless insured
against under the related title insurance policy); and to the
best of the
Seller's knowledge, the Mortgaged Property and all improvements
thereon
comply with all requirements of any applicable zoning and
subdivision laws
and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable
state or
federal laws, regulations and other requirements, pertaining to
usury, and
the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections,
licenses
and certificates required to be made or issued with respect to
all
occupied portions of the Mortgaged Property and, with respect to
the use
and occupancy of the same, including, but not limited to,
certificates of
occupancy and fire underwriting certificates, have been made or
obtained
from the appropriate authorities;
(xi) All payments required to be made up to the Due Date
immediately
preceding the Cut-Off Date for such Mortgage Loan under the
terms of the
related Mortgage Note have been made and no Mortgage Loan had
more than
one delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other
agreements
executed in connection therewith are genuine, and each is the
legal, valid
and binding obligation of the maker thereof, enforceable in
accordance
with its terms, except as such enforcement may be limited by
bankruptcy,
insolvency, reorganization or other similar laws affecting the
enforcement
of creditors' rights generally and by general equity
principles
(regardless of whether such enforcement is considered in a
proceeding in
equity or at law); and, to the best of the Seller's knowledge,
all parties
to the Mortgage Note and the Mortgage had legal capacity to
execute the
Mortgage Note and the Mortgage and each Mortgage Note and
Mortgage has
been duly and properly executed by the Mortgagor;
(xiii) Each Mortgage Loan at the time it was originated complied
in
all material respects with applicable federal, state and local
laws
including, without limitation, truth-in-lending, real estate
settlement
procedures, consumer credit protection, equal credit
opportunity,
predatory and abusive lending laws and disclosure laws;
(xiv) The proceeds of the Mortgage Loans have been fully
disbursed,
there is no requirement for future advances thereunder and any
and all
requirements as to completion of any on-site or off-site
improvements and
as to disbursements of any escrow funds therefor have been
complied with
(except for escrow funds for exterior items which could not be
completed
due to weather and escrow funds for the completion of swimming
pools); and
all costs, fees and expenses incurred in making, closing or
recording the
Mortgage Loan have been paid, except recording fees with respect
to
Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by
a
Mortgaged Property located in any jurisdiction, as to which an
opinion of
counsel of the type customarily rendered in such jurisdiction in
lieu of
title insurance is instead received) is covered by an American
Land Title
Association mortgagee title insurance policy or other generally
acceptable
form of policy or insurance acceptable to Fannie Mae or Freddie
Mac,
issued by a title insurer acceptable to Fannie Mae or Freddie
Mac insuring
the originator, its successors and assigns, as to the first
priority lien
of the Mortgage in the original principal amount of the Mortgage
Loan and
subject only to (A) the lien of current real property taxes
and
assessments not yet due and payable, (B) covenants, conditions
and
restrictions, rights of way, easements and other matters of
public record
as of the date of recording of such Mortgage acceptable to
mortgage
lending institutions in the area in which the Mortgaged Property
is
located or specifically referred to in the appraisal performed
in
connection with the origination of the related Mortgage Loan,
(C) liens
created pursuant to any federal, state or local law, regulation
or
ordinance affording liens for the costs of clean-up of
hazardous
substances or hazardous wastes or for other environmental
protection
purposes and (D) such other matters to which like properties are
commonly
subject which do not individually, or in the aggregate,
materially
interfere with the benefits of the security intended to be
provided by the
Mortgage; the Seller is the sole insured of such mortgagee title
insurance
policy, the assignment to the Trustee of the Seller's interest
in such
mortgagee title insurance policy does not require any consent of
or
notification to the insurer which has not been obtained or made,
such
mortgagee title insurance policy is in full force and effect and
will be
in full force and effect and inure to the benefit of the
Trustee, no
claims have been made under such mortgagee title insurance
policy, and no
prior holder of the related Mortgage, including the Seller, has
done, by
act or omission, anything which would impair the coverage of
such
mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is
insured
by an insurer acceptable to Fannie Mae or Freddie Mac against
loss by fire
and such hazards as are covered under a standard extended
coverage
endorsement, in an amount which is not less than the lesser of
100% of the
insurable value of the Mortgaged Property and the outstanding
principal
balance of the Mortgage Loan, but in no event less than the
minimum amount
necessary to fully compensate for any damage or loss on a
replacement cost
basis; if the Mortgaged Property is a condominium unit, it is
included
under the coverage afforded by a blanket policy for the project;
if upon
origination of the Mortgage Loan, the improvements on the
Mortgaged
Property were in an area identified in the Federal Register by
the Federal
Emergency Management Agency as having special flood hazards, a
flood
insurance policy meeting the requirements of the current
guidelines of the
Federal Insurance Administration is in effect with a generally
acceptable
insurance carrier, in an amount representing coverage not less
than the
least of (A) the outstanding principal balance of the Mortgage
Loan, (B)
the full insurable value of the Mortgaged Property and (C) the
maximum
amount of insurance which was available under the National Flood
Insurance
Act of 1968, as amended; and each Mortgage obligates the
Mortgagor
thereunder to maintain all such insurance at the Mortgagor's
cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no
default,
breach, violation or event of acceleration existing under the
Mortgage or
the related Mortgage Note and no event which, with the passage
of time or
with notice and the expiration of any grace or cure period,
would
constitute a default, breach, violation or event of
acceleration; the
Seller has not waived any default, breach, violation or event
of
acceleration; and no foreclosure action is currently threatened
or has
been commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right
of
rescission, set-off, counterclaim or defense, including the
defense of
usury, nor will the operation of any of the terms of the
Mortgage Note or
Mortgage, or the exercise of any right thereunder, render the
Mortgage
Note or Mortgage unenforceable, in whole or in part, or subject
it to any
right of rescission, set-off, counterclaim or defense, including
the
defense of usury, and no such right of rescission, set-off,
counterclaim
or defense has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments,
resulting
in complete amortization of the Mortgage Loan over a term of not
more than
360 months;
(xx) Each Mortgage contains customary and enforceable
provisions
such as to render the rights and remedies of the holder thereof
adequate
for the realization against the Mortgaged Property of the
benefits of the
security, including realization by judicial foreclosure (subject
to any
limitation arising from any bankruptcy, insolvency or other law
for the
relief of debtors), and there is no homestead or other exemption
available
to the Mortgagor which would interfere with such right of
foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is
a
debtor in any state or federal bankruptcy or insolvency
proceeding;
(xxii) Each Mortgaged Property is located in the United States
and
consists of a one- to four-unit residential property, which may
include a
detached home, townhouse, condominium unit or a unit in a
planned unit
development or, in the case of Mortgage Loans secured by Co-op
Shares,
leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within
the
meaning of Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit
has
been delivered to the Trustee in place of the related Mortgage
Note, the
related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos
"living"
trust, (i) such trust is in compliance with Fannie Mae or
Freddie Mac
standards for inter vivos trusts and (ii) holding title to the
Mortgaged
Property in such trust will not diminish any rights as a
creditor
including the right to full title to the Mortgaged Property in
the event
foreclosure proceedings are initiated;
(xxvi) If the Mortgage Loan is secured by a long-term
residential
lease, (1) the lessor under the lease holds a fee simple
interest in the
land; (2) the terms of such lease expressly permit the
mortgaging of the
leasehold estate, the assignment of the lease without the
lessor's consent
and the acquisition by the holder of the Mortgage of the rights
of the
lessee upon foreclosure or assignment in lieu of foreclosure or
provide
the holder of the Mortgage with substantially similar
protections; (3) the
terms of such lease do not (a) allow the termination thereof
upon the
lessee's default without the holder of the Mortgage being
entitled to
receive written notice of, and opportunity to cure, such
default, (b)
allow the termination of the lease in the event of damage or
destruction
as long as the Mortgage is in existence, (c) prohibit the holder
of the
Mortgage from being insured (or receiving proceeds of insurance)
under the
hazard insurance policy or policies relating to the Mortgaged
Property or
(d) permit any increase in rent other than pre-established
increases set
forth in the lease; (4) the original term of such lease is not
less than
15 years; (5) the term of such lease does not terminate earlier
than five
years after the maturity date of the Mortgage Note; and (6) the
Mortgaged
Property is located in a jurisdiction in which the use of
leasehold
estates in transferring ownership in residential properties is a
widely
accepted practice;
(xxvii) No Mortgage Loan is a "high cost" loan as defined under
any
federal, state or local law applicable to such Mortgage Loan at
the time
of its origination; and
(xxviii) No Mortgage Loan is serviced by the Trustee or an
affiliate
of the Trustee.
Notwithstanding the foregoing, no representations or warranties
are
made by the Seller as to the environmental condition of any
Mortgaged Property;
the absence, presence or effect of hazardous wastes or hazardous
substances on
any Mortgaged Property; any casualty resulting from the presence
or effect of
hazardous wastes or hazardous substances on, near or emanating
from any
Mortgaged Property; the impact on Certificateholders of any
environmental
condition or presence of any hazardous substance on or near any
Mortgaged
Property; or the compliance of any Mortgaged Property with any
environmental
laws, nor is any agent, person or entity otherwise affiliated
with the Seller
authorized or able to make any such representation, warranty or
assumption of
liability relative to any Mortgaged Property. In addition, no
representations or
warranties are made by the Seller with respect to the absence or
effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and
warranties
set forth in this Section 2.03(b) shall survive delivery of the
respective Owner
Mortgage Loan Files (and Retained Mortgage Loan Files, if
applicable) to the
Custodian and shall inure to the benefit of the Trustee
notwithstanding any
restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer,
the
Trustee or the Custodian that any of the representations and
warranties made in
subsection (b) above is not accurate (referred to herein as a
"breach") and,
except for a breach of the representation and warranty set forth
in subsection
(b)(i), where such breach is a result of the Cut-Off Date
Principal Balance of a
Mortgage Loan being greater, by $5,000 or greater, than the
Cut-Off Date
Principal Balance of such Mortgage Loan indicated on the
Mortgage Loan Schedule,
that such breach materially and adversely affects the interests
of the
Certificateholders in the related Mortgage Loan, the party
discovering such
breach shall give prompt written notice to the other parties
(any Custodian
being so obligated under a Custodial Agreement). Within 60 days
of the earlier
of its discovery or its receipt of notice of any such breach the
Seller shall
cure such breach in all material respects or shall either (i)
repurchase the
Mortgage Loan or any property acquired in respect thereof from
the Trust Estate
at a price equal to (A) 100% of the unpaid principal balance of
such Mortgage
Loan plus (B) accrued interest at the Net Mortgage Interest Rate
for such
Mortgage Loan through the last day of the month in which such
repurchase took
place or (ii) if within two years of the Startup Day, or such
other period
permitted by the REMIC Provisions, substitute for such Mortgage
Loan in the
manner described in Section 2.02. In addition to the foregoing,
if a breach of
the representation set forth in clause (b)(xiii) of this Section
2.03 occurs as
a result of a violation of an applicable predatory or abusive
lending law, the
Seller shall reimburse the Trust for all costs and damages
including, but not
limited to, reasonable attorneys' fees and costs, incurred by
the Trust as a
result of the violation of such law (such amount, the
"Reimbursement Amount").
The purchase price of any repurchase described in this
paragraph, the
Substitution Principal Amount, if any, plus accrued interest
thereon and the
other amounts referred to in Section 2.02, and any Reimbursement
Amount shall be
deposited in the Certificate Account. It is understood and
agreed, except with
respect to the second preceding sentence, that the obligation of
the Seller to
repurchase or substitute for any Mortgage Loan or property as to
which such a
breach has occurred and is continuing shall constitute the sole
remedy
respecting such breach available to Certificateholders or the
Trustee on behalf
of Certificateholders, and such obligation shall survive until
termination of
the Trust Estate hereunder.
Section 2.04 Execution and Delivery of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage
Loans
and acknowledges the delivery of the Owner Mortgage Loan Files
to the Custodian,
on behalf of the Trustee, and, concurrently with such delivery,
has executed and
delivered to or upon the order of the Seller, in exchange for
the Mortgage Loans
together with all other assets included in the definition of
"Trust Estate,"
receipt of which is hereby acknowledged, Certificates in
authorized
denominations which evidence ownership of the entire Trust
Estate.
Section 2.05 Designation of Certificates; Designation of Startup
Day
and Latest Possible Maturity Date.
The Seller hereby designates the Classes of Class A
Certificates
(other than the Class A-R Certificate) and the Classes of Class
B Certificates
as classes of "regular interests" and the Class A-R Certificate
as the single
class of "residual interest" in the REMIC for the purposes of
Code Sections
860G(a)(1) and 860G(a)(2), respectively. The Closing Date is
hereby designated
as the "Startup Day" of the REMIC within the meaning of Code
Section 860G(a)(9).
The "latest possible maturity date" of the regular interests in
the REMIC is
April 25, 2035 for purposes of Code Section 860G(a)(1).
Section 2.06 Optional Substitution of Mortgage Loans.
During the three-month period beginning on the Startup Date,
the
Seller shall have the right, but not the obligation, in its sole
discretion for
any reason, to substitute for any Mortgage Loan a Substitute
Mortgage Loan
meeting the requirements of Section 2.02. Any such substitution
shall be carried
out in the manner described in Section 2.02. The Substitution
Principal Amount,
if any, plus accrued interest thereon and the other amounts
referred to in
Section 2.02, shall be deposited in the Certificate Account.
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account.
(a) The Master Servicer shall establish and maintain a
Certificate
Account for the deposit of funds received by the Master Servicer
with respect to
the Mortgage Loans serviced by each Servicer pursuant to each of
the Servicing
Agreements. Such account shall be maintained as an Eligible
Account. The Master
Servicer shall give notice to each Servicer and the Seller of
the location of
the Certificate Account and of any change in the location
thereof.
(b) The Master Servicer shall deposit into the Certificate
Account
on the day of receipt thereof all amounts received by it from
any Servicer
pursuant to any of the Servicing Agreements and shall, in
addition, deposit into
the Certificate Account the following amounts, in the case of
amounts specified
in clause (i), not later than the Business Day preceding the
Distribution Date
on which such amounts are required to be distributed to
Certificateholders and,
in the case of the amounts specified in clause (ii), not later
than the Business
Day next following the day of receipt and posting by the Master
Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the
Master
Servicer or the Trustee, if any and any amounts deemed received
by the
Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by
the
Seller pursuant to Section 2.02, 2.03, 3.08 or 9.01 or that is
auctioned
by the Master Servicer pursuant to Section 3.08, the purchase
price
therefor or, where applicable, any Substitution Principal Amount
and any
amounts received in respect of the interest portion of
unreimbursed
Periodic Advances.
(c) The Master Servicer shall cause the funds in the
Certificate
Account to be invested in Eligible Investments. No such Eligible
Investments
will be sold or disposed of at a gain prior to maturity unless
the Master
Servicer has received an Opinion of Counsel or other evidence
satisfactory to it
that such sale or disposition will not cause the Trust Estate to
be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate
to tax, or cause
the Trust Estate to fail to qualify as a REMIC while any
Certificates are
outstanding. Any amounts deposited in the Certificate Account
prior to the
Distribution Date shall be invested for the account of the
Master Servicer and
any investment income thereon shall be additional compensation
to the Master
Servicer for services rendered under this Agreement. The amount
of any losses
incurred in respect of any such investments shall be deposited
in the
Certificate Account by the Master Servicer out of its own funds
immediately as
realized, without any right of reimbursement therefor from the
Trust Estate.
(d) For purposes of this Agreement, the Master Servicer will
be
deemed to have received from a Servicer on the applicable
Remittance Date for
such funds all amounts deposited by such Servicer into the
Custodial P&I Account
maintained in accordance with the applicable Servicing
Agreement, if such
Custodial P&I Account is not an Eligible Account as defined
in this Agreement,
to the extent such amounts are not actually received by the
Master Servicer on
such Remittance Date as a result of the bankruptcy, insolvency,
receivership or
other financial distress of the depository institution in which
such Custodial
P&I Account is being held. To the extent that amounts so
deemed to have been
received by the Master Servicer are subsequently remitted to the
Master
Servicer, the Master Servicer shall be entitled to retain such
amounts.
Section 3.02 Permitted Withdrawals from the Certificate
Account.
(a) The Master Servicer may, from time to time, make
withdrawals
from the Certificate Account for the following purposes
(limited, in the case of
Servicer reimbursements, to cases where funds in the respective
Custodial P&I
Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trustee or any
Servicer
for Periodic Advances made by the Master Servicer or the Trustee
pursuant
to Section 3.03(a) or any Servicer pursuant to any Servicing
Agreement
with respect to previous Distribution Dates, such right to
reimbursement
pursuant to this subclause (i) being limited to amounts received
on or in
respect of particular Mortgage Loans (including, for this
purpose,
Liquidation Proceeds, REO Proceeds and proceeds from the
purchase, sale,
repurchase or substitution of Mortgage Loans pursuant to Section
2.02,
2.03, 2.06, 3.08 or 9.01) respecting which any such Periodic
Advance was
made;
(ii) to reimburse any Servicer, the Master Servicer or the
Trustee
for any Periodic Advances determined in good faith to have
become
Nonrecoverable Advances;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts
expended by
the Master Servicer or any Servicer pursuant hereto or to any
Servicing
Agreement, respectively, in good faith in connection with the
restoration
of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or
other
recovery (including Net REO Proceeds) with respect to a
particular
Mortgage Loan, to pay the Master Servicing Fee with respect to
such
Mortgage Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the
Trustee
(or, in certain cases, the Seller) for expenses incurred by it
(including
taxes paid on behalf of the Trust Estate) and recoverable by
or
reimbursable to it pursuant to Section 3.03(c), 3.03(d), 3.09 or
6.03 or
the second sentence of Section 8.13(a) or pursuant to such
Servicer's
Servicing Agreement, provided such expenses are "unanticipated"
within the
meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to
each
Mortgage Loan or property acquired in respect thereof that has
been
repurchased or replaced pursuant to Section 2.02, 2.03, 2.06,
3.08 or 9.01
or auctioned pursuant to Section 3.08, all amounts received
thereon and
not required to be distributed as of the date on which the
related
repurchase or purchase price or Scheduled Principal Balance
was
determined;
(vii) to remit funds to the Paying Agent in the amounts and in
the
manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on
or
investment income with respect to funds in the Certificate
Account;
(ix) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any
unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to the
related
Servicing Agreement) and any unpaid assumption fees, late
payment charges
or other Mortgagor charges on the related Mortgage Loan;
(x) to pay to the Master Servicer as additional master
servicing
compensation any Liquidation Profits which a Servicer is not
entitled to
pursuant to the applicable Servicing Agreement;
(xi) to withdraw from the Certificate Account any amount
deposited
in the Certificate Account that was not required to be deposited
therein;
and
(xii) to clear and terminate the Certificate Account pursuant
to
Section 9.01.
(b) The Master Servicer shall keep and maintain separate
accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any
payment to and withdrawal from the Certificate Account.
Section 3.03 Advances by Master Servicer and Trustee.
(a) In the event an Other Servicer fails to make any
required
Periodic Advances of principal and interest on a Mortgage Loan
as required by
the related Other Servicing Agreement prior to the Business Day
preceding the
Distribution Date occurring in the month during which such
Periodic Advance is
due, the Master Servicer shall make Periodic Advances to the
extent provided
hereby. In the event Wells Fargo Bank in its capacity as
Servicer fails to make
any required Periodic Advances of principal and interest on a
Mortgage Loan as
required by the Wells Fargo Bank Servicing Agreement prior to
the Business Day
preceding the Distribution Date occurring in the month during
which such
Periodic Advance is due, the Trustee shall, to the extent
required by Section
8.14, make such Periodic Advance to the extent provided hereby,
provided that
the Trustee has previously received the certificate of the
Master Servicer
described in the following sentence. The Master Servicer shall
certify to the
Trustee with respect to any such Distribution Date (i) the
amount of Periodic
Advances required of Wells Fargo Bank in its capacity as
Servicer or such Other
Servicer, as the case may be, (ii) the amount actually advanced
by Wells Fargo
Bank in its capacity as Servicer or such Other Servicer, (iii)
the amount that
the Trustee or Master Servicer is required to advance hereunder
and (iv) whether
the Master Servicer has determined that it reasonably believes
that such
Periodic Advance is a Nonrecoverable Advance. Amounts advanced
by the Trustee or
Master Servicer shall be deposited in the Certificate Account on
the Business
Day preceding the related Distribution Date. Notwithstanding the
foregoing,
neither the Master Servicer nor the Trustee will be obligated to
make a Periodic
Advance that it reasonably believes to be a Nonrecoverable
Advance. The Trustee
may conclusively rely for any determination to be made by it
hereunder upon the
determination of the Master Servicer as set forth in its
certificate.
(b) To the extent an Other Servicer fails to make an advance
on
account of the taxes or insurance premiums with respect to a
Mortgage Loan
required pursuant to the related Other Servicing Agreement, the
Master Servicer
shall, if the Master Servicer has actual knowledge of such
failure of the
Servicer, advance such funds and take such steps as are
necessary to pay such
taxes or insurance premiums. To the extent Wells Fargo Bank in
its capacity as
Servicer fails to make an advance on account of the taxes or
insurance premiums
with respect to a Mortgage Loan required pursuant to the Wells
Fargo Bank
Servicing Agreement, the Master Servicer shall, if the Master
Servicer knows of
such failure of Wells Fargo Bank in its capacity as Servicer,
certify to the
Trustee that such failure has occurred. Upon receipt of such
certification, the
Trustee shall advance such funds and take such steps as are
necessary to pay
such taxes or insurance premiums.
(c) The Master Servicer and the Trustee shall each be entitled
to be
reimbursed from the Certificate Account for any Periodic Advance
made by it
under Section 3.03(a) to the extent described in Section
3.02(a)(i). The Master
Servicer and the Trustee shall be entitled to be reimbursed
pursuant to Section
3.02(a)(v) for any advance by it pursuant to Section 3.03(b).
The Master
Servicer shall diligently pursue restoration of such amount to
the Certificate
Account from the related Servicer. The Master Servicer shall, to
the extent it
has not already done so, upon the request of the Trustee,
withdraw from the
Certificate Account and remit to the Trustee any amounts to
which the Trustee is
entitled as reimbursement pursuant to Section 3.02 (a)(i) and
(v).
(d) Except as provided in Section 3.03(a) and (b), neither
the
Master Servicer nor the Trustee shall be required to pay or
advance any amount
which any Servicer was required, but failed, to deposit in the
Certificate
Account.
Section 3.04 Custodian to Cooperate; Release of Owner Mortgage
Loan
Files and Retained Mortgage Loan Files.
In connection with the deposit by a Servicer into the
Certificate
Account of the proceeds from a Liquidated Loan or of a
Prepayment in Full, the
Master Servicer or applicable Servicer shall confirm to the
Trustee that all
amounts required to be remitted to the Certificate Account in
connection with
such Mortgage Loan have been so deposited, and the Master
Servicer or applicable
Servicer shall deliver two copies of such Request for Release to
the Custodian.
The Custodian shall, within five Business Days of its receipt of
such a Request
for Release, release the related Owner Mortgage Loan File (and
Retained Mortgage
Loan File, if applicable) to the Master Servicer or such
Servicer, as requested
by the Master Servicer or such Servicer. No expenses incurred in
connection with
any instrument of satisfaction or deed of reconveyance shall be
chargeable to
the Certificate Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to,
collection under
any insurance policies, or to effect a partial release of any
Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage
Loan shall deliver
to the Master Servicer or Custodian two copies of a Request for
Release. Upon
the Master Servicer's receipt of any such Request for Release,
the Master
Servicer shall promptly forward such request in hard copy or in
electronic
format acceptable to the Custodian. The Custodian shall, within
five Business
Days, release the related Owner Mortgage Loan File (and Retained
Mortgage Loan
File, if applicable) to the Master Servicer or such Servicer.
Any such Request
for Release shall obligate the Master Servicer or such Servicer,
as the case may
be, to return the Owner Mortgage Loan File (and Retained
Mortgage Loan File, if
applicable) to the Custodian by the twenty-first day following
the release
thereof, unless (i) the Mortgage Loan has been liquidated and
the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in
the Certificate
Account or (ii) the Owner Mortgage Loan File, Retained Mortgage
Loan File, if
applicable, or such document has been delivered to an attorney,
or to a public
trustee or other public official as required by law, for
purposes of initiating
or pursuing legal action or other proceedings for the
foreclosure of the
Mortgaged Property either judicially or non-judicially. Upon
receipt of two
copies of a Request for Release stating that such Mortgage Loan
was liquidated
and that all amounts received or to be received in connection
with such
liquidation which are required to be deposited into the
Certificate Account have
been so deposited, or that such Mortgage Loan has become an REO
Mortgage Loan,
the Custodian shall amend its records.
Upon written certification of the Master Servicer or the
Servicer
pursuant to clause (ii) of the preceding paragraph, the Trustee
shall execute
and deliver to the Master Servicer or such Servicer, as directed
by the Master
Servicer, court pleadings, requests for trustee's sale or other
documents
necessary to the foreclosure or trustee's sale in respect of a
Mortgaged
Property or to any legal action brought to obtain judgment
against any Mortgagor
on the Mortgage Note or Mortgage or to obtain a deficiency
judgment, or to
enforce any other remedies or rights provided by the Mortgage
Note or Mortgage
or otherwise available at law or in equity. Each such
certification shall
include a request that such pleadings or documents be executed
by the Trustee
and a statement as to the reason such documents or pleadings are
required and
that the execution and delivery thereof by the Trustee will not
invalidate or
otherwise affect the lien of the Mortgage, except for the
termination of such a
lien upon completion of the foreclosure proceeding or trustee's
sale.
Section 3.05 Reports to the Trustee; Annual Compliance
Statements.
(a) Not later than 15 days after each Distribution Date, the
Master
Servicer shall deliver to the Trustee a statement setting forth
the status of
the Certificate Account as of the close of business on such
Distribution Date
stating that all distributions required to be made by the Master
Servicer under
this Agreement have been made (or, if any required distribution
has not been
made by the Master Servicer, specifying the nature and status
thereof) and
showing, for the period covered by such statement, the aggregate
amount of
deposits into and withdrawals from such account for each
category of deposit and
withdrawal specified in Sections 3.01 and 3.02. Such statement
may be in the
form of the then current Fannie Mae monthly accounting report
for its Guaranteed
Mortgage Pass-Through Program with appropriate additions and
changes, and shall
also include information as to the aggregate unpaid principal
balance of all of
the Mortgage Loans as of the close of business as of the last
day of the
calendar month immediately preceding such Distribution Date.
Copies of such
statement shall be provided by the Trustee to any
Certificateholder upon written
request, provided such statement is delivered, or caused to be
delivered, by the
Master Servicer to the Trustee.
(b) The Master Servicer shall deliver to the Trustee on or
before
March 30 of each year, a certificate signed by an officer of the
Master
Servicer, certifying that (i) such officer has reviewed the
activities of the
Master Servicer during the preceding calendar year or portion
thereof and its
performance under this agreement, (ii) to the best of such
officer's knowledge,
based on such review, the Master Servicer has performed and
fulfilled its
duties, responsibilities and obligations under this agreement in
all material
respects throughout such year, or, if there has been a default
in the
fulfillment of any such duties, responsibilities or obligations,
specifying each
such default known to such officer and the nature and status
thereof, and (iii)
(A) the Master Servicer has received from each Servicer any
financial
statements, officer's certificates, accountant's statements or
other information
required to be provided to the Master Servicer pursuant to the
related Servicing
Agreement and (B) to the best of such officer's knowledge, based
on a review of
the information provided to the Master Servicer by each Servicer
as described in
(iii)(A) above, each Servicer has performed and fulfilled its
duties,
responsibilities and obligations under the related Servicing
Agreement in all
material respects throughout such year, or, if there has been a
default in the
fulfillment of any such duties, responsibilities or obligations,
specifying each
such default known to such officer and the nature and status
thereof. Copies of
such officers' certificate shall be provided by the Trustee to
any
Certificateholder upon written request provided such certificate
is delivered,
or caused to be delivered, by the Master Servicer to the
Trustee.
Section 3.06 Title, Management and Disposition of Any REO
Mortgage
Loan.
The Master Servicer shall enforce the obligations of the
applicable
Servicer to administer each REO Mortgage Loan at all times so
that each REO
Mortgage Loan qualifies as "foreclosure property" under the
REMIC Provisions and
that it does not earn any "net income from foreclosure property"
which is
subject to tax under the REMIC Provisions. In the event that a
Servicer is
unable to dispose of any REO Mortgage Loan within the period
mandated by each of
the Servicing Agreements, the Master Servicer shall monitor such
Servicer to
verify that such REO Mortgage Loan is auctioned to the highest
bidder within the
period so specified. In the event of any such sale of a REO
Mortgage Loan, the
Custodian shall, at the written request of the Master Servicer
and upon being
supported with appropriate forms therefor, within five Business
Days of the
deposit by the Master Servicer of the proceeds of such sale or
auction into the
Certificate Account, release or cause to be released to the
entity identified by
the Master Servicer the related Owner Mortgage Loan File,
Retained Mortgage Loan
File, if applicable, and Servicer Mortgage Loan File and shall
execute and
deliver such instruments of transfer or assignment, in each case
without
recourse, as shall be necessary to vest in the auction purchaser
title to the
REO Mortgage Loan and the Custodian shall have no further
responsibility with
regard to such Owner Mortgage Loan File, Retained Mortgage Loan
File, if
applicable, or Servicer Mortgage Loan File. Neither the Trustee,
the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate,
shall provide
financing from the Trust Estate to any purchaser of an REO
Mortgage Loan.
Section 3.07 Amendments to Servicing Agreements, Modification
of
Standard Provisions.
(a) Subject to the prior written consent of the Trustee pursuant
to
Section 3.07(b), the Master Servicer from time to time may, to
the extent
permitted by the applicable Servicing Agreement, make such
modifications and
amendments to such Servicing Agreement as the Master Servicer
deems necessary or
appropriate to confirm or carry out more fully the intent and
purpose of such
Servicing Agreement and the duties, responsibilities and
obligations to be
performed by the Servicer thereunder. Such modifications may
only be made if
they are consistent with the REMIC Provisions, as evidenced by
an Opinion of
Counsel. Prior to the issuance of any modification or amendment,
the Master
Servicer shall deliver to the Trustee such Opinion of Counsel
and an Officer's
Certificate setting forth (i) the provision that is to be
modified or amended,
(ii) the modification or amendment that the Master Servicer
desires to issue and
(iii) the reason or reasons for such proposed amendment or
modification.
(b) The Trustee shall consent to any amendment or supplement to
a
Servicing Agreement proposed by the Master Servicer pursuant to
Section 3.07(a),
which consent and amendment shall not require the consent of
any
Certificateholder if it is (i) for the purpose of curing any
mistake or
ambiguity or to further effect or protect the rights of the
Certificateholders
or (ii) for any other purpose, provided such amendment or
supplement for such
other purpose cannot reasonably be expected to adversely
affect
Certificateholders. The lack of reasonable expectation of an
adverse effect on
Certificateholders may be established through the delivery to
the Trustee of (i)
an Opinion of Counsel to such effect or (ii) written
notification from each
Rating Agency to the effect that such amendment or supplement
will not result in
reduction of the current rating assigned by that Rating Agency
to the
Certificates. Notwithstanding the two immediately preceding
sentences, the
Trustee may, in its discretion, decline to enter into or consent
to any such
supplement or amendment if its own rights, duties or immunities
shall be
adversely affected.
(c)(i) Notwithstanding anything to the contrary in this
Section
3.07, the Master Servicer from time to time may, without the
consent of any
Certificateholder or the Trustee, enter into an amendment (A) to
an Other
Servicing Agreement for the purpose of (i) eliminating or
reducing Month End
Interest and (ii) providing for the remittance of Full
Unscheduled Principal
Receipts by the applicable Servicer to the Master Servicer not
later than the
24th day of each month (or if such day is not a Business Day, on
the previous
Business Day) or (B) to the Wells Fargo Bank Servicing Agreement
for the purpose
of changing the applicable Remittance Date to the 18th day of
each month (or if
such day is not a Business Day, on the previous Business
Day).
(ii) The Master Servicer may direct Wells Fargo Bank in its
capacity
as Servicer to enter into an amendment to the Wells Fargo Bank
Servicing
Agreement for the purposes described in Section
3.07(c)(i)(B).
Section 3.08 Oversight of Servicing.
The Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans by each Servicer and the
performance by each
Servicer of all services, duties, responsibilities and
obligations (including
the obligation to maintain an Errors and Omissions Policy and
Fidelity Bond)
that are to be observed or performed by the Servicer under its
respective
Servicing Agreement. In performing its obligations hereunder,
the Master
Servicer shall act in a manner consistent with Accepted Master
Servicing
Practices and in a manner consistent with the terms and
provisions of any
insurance policy required to be maintained by the Master
Servicer or any
Servicer pursuant to this Agreement or any Servicing Agreement.
The Master
Servicer acknowledges that prior to taking certain actions
required to service
the Mortgage Loans, each Servicing Agreement provides that the
Servicer
thereunder must notify, consult with, obtain the consent of or
otherwise follow
the instructions of the Master Servicer. The Master Servicer is
also given
authority to waive compliance by a Servicer with certain
provisions of its
Servicing Agreement. In each such instance, the Master Servicer
shall promptly
instruct such Servicer or otherwise respond to such Servicer's
request. In no
event will the Master Servicer instruct such Servicer to take
any action, give
any consent to action by such Servicer or waive compliance by
such Servicer with
any provision of such Servicer's Servicing Agreement if any
resulting action or
failure to act would be inconsistent with the requirements of
the Rating
Agencies that rated the Certificates or would otherwise have an
adverse effect
on the Certificateholders. Any such action or failure to act
shall be deemed to
have an adverse effect on the Certificateholders if such action
or failure to
act either results in (i) the downgrading of the rating assigned
by either
Rating Agency to the Certificates, (ii) the loss by the Trust
Estate of REMIC
status for federal income tax purposes or (iii) the imposition
of any Prohibited
Transaction Tax or any federal taxes on either the REMIC or the
Trust Estate.
The Master Servicer shall have full power and authority in its
sole discretion
to take any action with respect to the Trust Estate as may be
necessary or
advisable to avoid the circumstances specified including clause
(ii) or (iii) of
the preceding sentence.
For the purposes of determining whether any modification of
a
Mortgage Loan shall be permitted by the Master Servicer, such
modification shall
be construed as a substitution of the modified Mortgage Loan for
the Mortgage
Loan originally deposited in the Trust Estate if it would be a
"significant
modification" within the meaning of Section 1.860G-2(b) of the
regulations of
the U.S. Department of the Treasury. No modification shall be
approved unless
(i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under
Section 2.02 and (ii) with respect to any modification that
occurs more than
three months after the Closing Date and is not the result of a
default or a
reasonably foreseeable default under the Mortgage Loan, there is
delivered to
the Trustee an Opinion of Counsel (at the expense of the party
seeking to modify
the Mortgage Loan) to the effect that such modification would
not be treated as
giving rise to a new debt instrument for federal income tax
purposes as
described in the preceding sentence; provided, however, that no
such Opinion of
Counsel need be delivered if the sole purpose of the
modification is to reduce
the Monthly Payment on a Mortgage Loan as a result of a
Curtailment such that
the Mortgage Loan is fully amortized by its original maturity
date.
During the term of this Agreement, the Master Servicer shall
consult
fully with each Servicer as may be necessary from time to time
to perform and
carry out the Master Servicer's obligations hereunder and
otherwise exercise
reasonable efforts to cause such Servicer to perform and observe
the covenants,
obligations and conditions to be performed or observed by it
under its Servicing
Agreement.
The relationship of the Master Servicer to the Trustee under
this
Agreement is intended by the parties to be that of an
independent contractor and
not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf
of
the Trustee and shall have full power and authority, acting
alone or (subject to
Section 6.06) through one or more subcontractors, to do any and
all things in
connection with such administration which it may deem necessary
or desirable.
Upon the execution and delivery of this Agreement, and from time
to time as may
be required thereafter, the Trustee shall furnish the Master
Servicer or its
subcontractors with any powers of attorney and such other
documents as may be
necessary or appropriate to enable the Master Servicer to carry
out its
administrative duties hereunder.
The Seller shall have a limited option to repurchase any
defaulted
Mortgage Loan or REO Mortgage Loan during the following time
periods: (i)
beginning on the first day of the second month following the
month in which the
Master Servicer has reported that a Servicer has initiated
foreclosure
proceedings with respect to such a defaulted Mortgage Loan, with
such repurchase
option expiring on the last day of such second following month;
(ii) beginning
on the first day of the second month following the month in
which the Master
Servicer has reported that such defaulted Mortgage Loan has
become an REO
Mortgage Loan, with such repurchase option expiring on the last
day of such
second following month; and (iii) beginning on the day on which
a Servicer
accepts a contractual commitment by a third party to purchase
the Mortgaged
Property related to the defaulted Mortgage Loan or REO Mortgage
Loan, with such
repurchase option expiring on the earlier of the last day of the
month in which
such contractual commitment was accepted by the Servicer or the
day immediately
prior to the day on which the closing occurs with respect to
such third party
purchase of the Mortgaged Property related to the defaulted
Mortgage Loan or REO
Mortgage Loan. The Seller shall be entitled to repurchase at its
option any
Mortgage Loan in the Trust Estate which, pursuant to paragraph
5(b) of the
Mortgage Loan Purchase Agreement, Wells Fargo Bank requests the
Seller to
repurchase and to sell to Wells Fargo Bank to facilitate the
exercise of Wells
Fargo Bank's rights against the originator or a prior holder of
such Mortgage
Loan. The purchase price for any Mortgage Loan repurchased
pursuant to this
paragraph shall be 100% of the unpaid principal balance of such
Mortgage Loan
plus accrued interest thereon at the Mortgage Interest Rate for
such Mortgage
Loan, through the last day of the month in which such repurchase
occurs. Upon
the receipt of such purchase price, the Master Servicer shall
provide to the
Trustee the certification required by Section 3.04 and the
Trustee and the
Custodian, if any, shall promptly release to the Seller the
Owner Mortgage Loan
File and Retained Mortgage Loan File, if applicable, relating to
the Mortgage
Loan being repurchased.
In the event that (i) the Master Servicer determines at any
time
that, notwithstanding the representations and warranties set
forth in Section
2.03(b), any Mortgage Loan is not a "qualified mortgage" within
the meaning of
Section 860G of the Code and (ii) the Trustee is unable to
enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant
to Section 2.02
within two months of such determination, the Master Servicer
shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out
of the Trust
Estate no later than the date 90 days after such determination.
In the event of
any such sale of a Mortgage Loan, the Custodian shall, at the
written request of
the Master Servicer and upon being supported with appropriate
forms therefor,
within five Business Days of the deposit by the Master Servicer
of the proceeds
of such auction into the Certificate Account, release or cause
to be released to
the entity identified by the Master Servicer the related Owner
Mortgage Loan
File, Retained Mortgage Loan File, if applicable, and Servicer
Mortgage Loan
File and shall execute and deliver such instruments of transfer
or assignment,
in each case without recourse, as shall be necessary to vest in
the auction
purchaser title to the Mortgage Loan and the Custodian shall
have no further
responsibility with regard to such Owner Mortgage Loan File,
Retained Mortgage
Loan File, if applicable, or Servicer Mortgage Loan File. None
of the Trustee,
the Cust
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