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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 January 18, 2005
$1,000,257,987.79
Mortgage Pass-Through Certificates
Series 2005-AR1
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<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01
Definitions................................................
Section 1.02 Acts of
Holders............................................
Section 1.03 Effect of Headings and Table of
Contents...................
Section 1.04 Benefits of
Agreement......................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage
Loans...............................
Section 2.02 Acceptance by
Custodian....................................
Section 2.03 Representations and Warranties of the Master
Servicer and
the 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 11.02(a) Cut-Off Date Group I Aggregate Principal
Balance........
Section 11.02(b) Cut-Off Date Group II Aggregate Principal
Balance.......
Section 11.03 Original Group
Percentage..................................
Section 11.03(a) Original Group I-A
Percentage...........................
Section 11.03(b) Original Group II-A
Percentage..........................
Section 11.04 Original Principal Balances of the Classes of
Class A
Certificates..............................................
Section 11.05 The Original Notional
Amount...............................
Section 11.05(a) Original Class I-A-IO Notional
Amount...................
Section 11.05(b) Original Class II-A-IO Notional
Amount..................
Section 11.06
Reserved...................................................
Section 11.07 Original Subordinated
Percentage...........................
Section 11.07(a) Original Group I Subordinated
Percentage................
Section 11.07(b) Original Group II Subordinated
Percentage...............
Section 11.08 Original Class B Principal
Balance.........................
Section 11.08(a) Original Group I-B Principal
Balance....................
Section 11.08(b) Original Group II-B Principal
Balance...................
Section 11.09 Original Principal Balances of the Classes of
Class B
Certificates..............................................
Section 11.10 Original Class I-B-1 Fractional
Interest...................
Section 11.11 Original Class I-B-2 Fractional
Interest...................
Section 11.12 Original Class I-B-3 Fractional
Interest...................
Section 11.13 Original Class I-B-4 Fractional
Interest...................
Section 11.14 Original Class I-B-5 Fractional
Interest...................
Section 11.15 Original Class II-B-1 Fractional
Interest..................
Section 11.16 Original Class II-B-2 Fractional
Interest..................
Section 11.17 Original Class II-B-3 Fractional
Interest..................
Section 11.18 Original Class II-B-4 Fractional
Interest..................
Section 11.19 Original Class II-B-5 Fractional
Interest..................
Section 11.20 Closing
Date...............................................
Section 11.21 Right to
Purchase..........................................
Section 11.22 Wire Transfer
Eligibility..................................
Section 11.23 Single
Certificate.........................................
Section 11.24 Servicing Fee
Rate.........................................
Section 11.25 Master Servicing Fee
Rate..................................
SCHEDULE I -.....Applicable Unscheduled Principal Receipt
Period
<PAGE>
EXHIBITS
EXHIBIT A-I-A-1 - Form of Face of Class I-A-1 Certificate
EXHIBIT A-I-A-2 - Form of Face of Class I-A-2 Certificate
EXHIBIT A-I-A-R - Form of Face of Class I-A-R Certificate
EXHIBIT A-I-A-LR - Form of Face of Class I-A-LR Certificate
EXHIBIT A-II-A-1 - Form of Face of Class II-A-1 Certificate
EXHIBIT A-A-IO - Form of Face of Class A-IO Certificate
EXHIBIT B-I-B-1 - Form of Face of Class I-B-1 Certificate
EXHIBIT B-I-B-2 - Form of Face of Class I-B-2 Certificate
EXHIBIT B-I-B-3 - Form of Face of Class I-B-3 Certificate
EXHIBIT B-I-B-4 - Form of Face of Class I-B-4 Certificate
EXHIBIT B-I-B-5 - Form of Face of Class I-B-5 Certificate
EXHIBIT B-I-B-6 - Form of Face of Class I-B-6 Certificate
EXHIBIT B-II-B-1 - Form of Face of Class II-B-1 Certificate
EXHIBIT B-II-B-2 - Form of Face of Class II-B-2 Certificate
EXHIBIT B-II-B-3 - Form of Face of Class II-B-3 Certificate
EXHIBIT B-II-B-4 - Form of Face of Class II-B-4 Certificate
EXHIBIT B-II-B-5 - Form of Face of Class II-B-5 Certificate
EXHIBIT B-II-B-6 - Form of Face of Class II-B-6 Certificate
EXHIBIT C - Form of Reverse of Series 2005-AR1 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1A - Schedule of Mortgage Loans in Loan Group I
EXHIBIT F-1B - Schedule of Mortgage Loans in Loan Group II
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 [I-B-4] [I-B-5]
[I-B-6] [II-B-4] [II-B-5] [II-B-6] Certificates)
EXHIBIT K - List of Recordation States
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
EXHIBIT N - Form of Initial Certification of the Custodian
EXHIBIT O - Form of Final Certification of the Custodian
EXHIBIT P - Form of Sarbanes-Oxley Certification
EXHIBIT Q - Schedule of Pledged Asset Mortgage Loans
<PAGE>
This Pooling and Servicing Agreement, dated as of January 18,
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 Principal Balance: As to any Distribution Date and
any
Class of Class B Certificates of a Group, the greater of (A)
zero and (B) (i)
the Principal Balance of such Class with respect to such
Distribution Date minus
(ii) the applicable Adjustment Amount for such Distribution Date
less the
Principal Balances for any Classes of Class B Certificates of
such Group with
higher numerical designations.
Adjustment Amount: For a Group for any Distribution Date,
the
difference between (A) the sum of the Group I-A Principal
Balance or the Group
II-A Principal Balance, as applicable, and the Group I-B
Principal Balance or
the Group II-B Principal Balance, as applicable, as of the
related Determination
Date and (B) the sum of (i) the sum of the Group I-A Principal
Balance or the
Group II-A Principal Balance, as applicable, and the Group I-B
Principal Balance
or the Group II-B Principal Balance, as applicable, as of the
Determination Date
succeeding such Distribution Date and (ii) the aggregate amount
that would have
been distributed to all Classes of such Group as principal in
accordance with
Section 4.01(a)(i) for such Distribution Date without regard to
the provisos in
the definitions of (x) Class I-B-1 Optimal Principal Amount,
Class I-B-2 Optimal
Principal Amount, Class I-B-3 Optimal Principal Amount, Class
I-B-4 Optimal
Principal Amount, Class I-B-5 Optimal Principal Amount and Class
I-B-6 Optimal
Principal Amount or (y) Class II-B-1 Optimal Principal Amount,
Class II-B-2
Optimal Principal Amount, Class II-B-3 Optimal Principal Amount,
Class II-B-4
Optimal Principal Amount, Class II-B-5 Optimal Principal Amount
and Class II-B-6
Optimal Principal Amount, as applicable.
Adjustment Date: As to each Mortgage Loan, the Due Date on
which
date an adjustment to the Mortgage Interest Rate of such
Mortgage Loan becomes
effective under the related Mortgage Note, which Due Date is the
date set forth
in the Mortgage Loan Schedule as the first Adjustment Date and
each subsequent
anniversary thereof.
Aggregate Group I-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A
Unpaid Interest
Shortfalls for the Group I-A Certificates and the Class I-A-IO
Component.
Aggregate Group II-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A
Unpaid Interest
Shortfalls for the Group II-A Certificates and the Class II-A-IO
Component.
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: For each Loan Group as
to
any Distribution Date, the sum of (a) the Master Servicing Fee
with respect to
the Mortgage Loans in such Loan Group for such Distribution
Date, (b) interest
earned through the business day preceding the applicable
Distribution Date on
any Prepayments in Full on the Mortgage Loans in such Loan Group
remitted to the
Master Servicer and (c) the aggregate amount of Month End
Interest with respect
to the Mortgage Loans in such Loan Group remitted by the
Servicers to the Master
Servicer pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a
Deficient
Valuation or Debt Service Reduction; provided, however, that a
Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the
applicable
Servicer has notified the Master Servicer and the Trustee in
writing that such
Servicer is diligently pursuing any remedies that may exist in
connection with
the representations and warranties made regarding the related
Mortgage Loan and
either (A) the related Mortgage Loan is not in default with
regard to payments
due thereunder or (B) delinquent payments of principal and
interest under the
related Mortgage Loan and any premiums on any applicable primary
hazard
insurance policy and any related escrow payments in respect of
such Mortgage
Loan are being advanced on a current basis by such Servicer
without giving
effect to any Debt Service Reduction.
Beneficial Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Book-Entry
Certificate, as reflected
on the books of the Clearing Agency, or on the books of a Person
maintaining an
account with such Clearing Agency (directly or as an indirect
participant, in
accordance with the rules of such Clearing Agency), as the case
may be.
Book-Entry Certificate: Any one of the Class I-A-1
Certificates,
Class I-A-2 Certificates, Class II-A-1 Certificates, Class A-IO
Certificates,
Class I-B-1 Certificates, Class I-B-2 Certificates, Class I-B-3
Certificates,
Class II-B-1 Certificates, Class II-B-2 Certificates and Class
II-B-3
Certificates, beneficial ownership and transfers of which shall
be evidenced by,
and made through, book entries by the Clearing Agency as
described in Section
5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or
(ii)
a legal holiday in the City of New York, State of Iowa, State of
Maryland, 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 I-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-I-A-1 and Exhibit
C hereto.
Class I-A-1 Certificateholder: The registered holder of a
Class
I-A-1 Certificate.
Class I-A-1 Loss Amount: With respect to any Determination
Date
after the Subordination Depletion Date for Group I, the amount,
if any, by which
the Principal Balance of the Class I-A-1 Certificates would be
reduced as a
result of the application of the third sentence of the
definition of Principal
Balance.
Class I-A-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 A-I-A-2 and Exhibit
C hereto.
Class I-A-2 Certificateholder: The registered holder of a
Class
I-A-2 Certificate.
Class I-A-2 Loss Allocation Amount: With respect to any
Determination Date after the Subordination Depletion Date for
Group I, the
lesser of (a) the Principal Balance of the Class I-A-2
Certificates with respect
to such Determination Date prior to any reduction for the Class
I-A-2 Loss
Allocation Amount and (b) the Class I-A-1 Loss Amount.
Class I-A-IO Interest Accrual Amount: As to any Distribution
Date,
(i) the product of (a) 1/12th of the Class A Pass-Through Rate
for the Class
I-A-IO Component and (b) the Class I-A-IO Notional Amount as of
such
Distribution Date minus (ii) the sum of (A) the Group I-A
Interest Percentage of
the Class I-A-IO Component of the interest portion of any
Realized Losses
allocated to the Class I-A-IO Component on or after the
Subordination Depletion
Date for Group I pursuant to Section 4.02(c) and (B) the Group
I-A Interest
Percentage of the Class I-A-IO Component of any Non-Supported
Interest Shortfall
or Relief Act Shortfall allocated to the Class A Certificates
with respect to
such Distribution Date.
Class I-A-IO Notional Amount: with respect to any Distribution
Date,
an amount equal to the Group I-A Principal Balance.
Class I-A-L1 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class I-A-LR 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-I-A-LR and Exhibit C hereto.
Class I-A-LR Certificateholder: The registered holder of the
Class
I-A-LR Certificate.
Class I-A-LUR Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class I-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-I-A-R and Exhibit C hereto.
Class I-A-R Certificateholder: The registered holder of the
Class
I-A-R Certificate.
Class I-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-I-B-1 and Exhibit
C hereto.
Class I-B-1 Certificateholder: The registered holder of a
Class
I-B-1 Certificate.
Class I-B-1 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class I-B-1
Certificates pursuant to
Paragraphs fourth, fifth and sixth of Section 4.01(a)(i).
Class I-B-1 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class
I-B-1 Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class I-B-1 Certificates on such Distribution Date
pursuant to Paragraph
fourth of Section 4.01(a)(i).
Class I-B-1 Optimal Principal Amount: As to any Distribution
Date
and each Group I Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class I-B-1 Percentage (with respect to each such Group
I
Mortgage Loan) of the principal portion of the Monthly Payment
due on the
Due Date occurring in the month of such Distribution Date on
such Mortgage
Loan;
(ii) the Class I-B-1 Prepayment Percentage (with respect to
each
such Group I Mortgage Loan) of all Unscheduled Principal
Receipts (other
than Recoveries) that were received by a Servicer with respect
to such
Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled
Principal Receipt;
(iii) the Class I-B-1 Prepayment Percentage (with respect to
each
such Group I Mortgage Loan) of the Scheduled Principal Balance
of such
Mortgage Loan which, during the one month period ending on the
day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08; and
(iv) the Class I-B-1 Percentage (with respect to each such Group
I
Mortgage Loan) 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 I-B-1 Prepayment Percentage of the Recovery for
Loan Group I for
such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs
with respect to
such Class and such Distribution Date, the Class I-B-1 Optimal
Principal Amount
will equal the lesser of (A) the Class I-B-1 Optimal Principal
Amount calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class I-B-1 Certificates.
Class I-B-1 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying the Group I Subordinated Percentage by
a fraction, the
numerator of which is the Class I-B-1 Principal Balance
(determined as of the
Determination Date preceding such Distribution Date) and the
denominator of
which is the Group I-B Principal Balance.
Class I-B-1 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage
by (ii) a
fraction, the numerator of which is the Class I-B-1 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Group
I-B Principal
Balance and (b) for the purpose of allocating all other
unscheduled principal
distributions, the Principal Balances of the Classes of Group
I-B Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
I-B-1
Certificates are the only Group I-B Certificates eligible to
receive such
unscheduled principal distributions in accordance with Section
4.01(d)(i), the
Class I-B-1 Prepayment Percentage for such unscheduled principal
distributions
for such Distribution Date will be one.
Class I-B-1 Principal Balance: As to the first Determination
Date,
the Original Class I-B-1 Principal Balance. As of any subsequent
Determination
Date, the Original Class I-B-1 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class I-B-1
Certificates on prior
Distribution Dates (A) pursuant to Paragraph sixth of Section
4.01(a)(i) and (B)
as a result of a Principal Adjustment; provided, however, if the
Class I-B-1
Certificates are the most subordinate Group I-B Certificates
outstanding, the
Class I-B-1 Principal Balance will equal the difference, if any,
between the
Group I Adjusted Pool Amount as of the preceding Distribution
Date less the
Group I-A Principal Balance as of such Determination Date.
Class I-B-1 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class I-B-1
Certificates
pursuant to Paragraph sixth of Section 4.01(a)(i).
Class I-B-1 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class I-B-1
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class I-B-1 Certificates on prior Distribution
Dates pursuant to
Paragraph fifth of Section 4.01(a)(i).
Class I-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-I-B-2 and Exhibit
C hereto.
Class I-B-2 Certificateholder: The registered holder of a
Class
I-B-2 Certificate.
Class I-B-2 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class I-B-2
Certificates pursuant to
Paragraphs seventh, eighth and ninth of Section 4.01(a)(i).
Class I-B-2 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class
I-B-2 Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class I-B-2 Certificates on such Distribution Date
pursuant to Paragraph
seventh of Section 4.01(a)(i).
Class I-B-2 Optimal Principal Amount: As to any Distribution
Date
and each Group I Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class I-B-2 Percentage (with respect to each such Group
I
Mortgage Loan) of the principal portion of the Monthly Payment
due on the
Due Date occurring in the month of such Distribution Date on
such Mortgage
Loan;
(ii) the Class I-B-2 Prepayment Percentage (with respect to
each
such Group I Mortgage Loan) of all Unscheduled Principal
Receipts (other
than Recoveries) that were received by a Servicer with respect
to such
Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled
Principal Receipt;
(iii) the Class I-B-2 Prepayment Percentage (with respect to
each
such Group I Mortgage Loan) of the Scheduled Principal Balance
of such
Mortgage Loan which, during the one month period ending on the
day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08; and
(iv) the Class I-B-2 Percentage (with respect to each such Group
I
Mortgage Loan) 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 I-B-2 Prepayment Percentage of the Recovery for
Loan Group I for
such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs
with respect to
such Class and such Distribution Date, the Class I-B-2 Optimal
Principal Amount
will equal the lesser of (A) the Class I-B-2 Optimal Principal
Amount calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class I-B-2 Certificates.
Class I-B-2 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group I Subordinated
Percentage by (ii) a
fraction, the numerator of which is the Class I-B-2 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Group I-B Principal Balance.
Class I-B-2 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage
by (ii) a
fraction, the numerator of which is the Class I-B-2 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Group
I-B Principal
Balance and (b) for the purpose of allocating all other
unscheduled principal
distributions, the Principal Balances of the Classes of Group
I-B Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
I-B-2
Certificates are not eligible to receive such unscheduled
principal
distributions in accordance with Section 4.01(d)(i), the Class
I-B-2 Prepayment
Percentage for such unscheduled principal distributions for such
Distribution
Date will be zero.
Class I-B-2 Principal Balance: As to the first Determination
Date,
the Original Class I-B-2 Principal Balance. As of any subsequent
Determination
Date, the Original Class I-B-2 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class I-B-2
Certificates on prior
Distribution Dates (A) pursuant to Paragraph ninth of Section
4.01(a)(i) and (B)
as a result of a Principal Adjustment; provided, however, if the
Class I-B-2
Certificates are the most subordinate Group I-B Certificates
outstanding, the
Class I-B-2 Principal Balance will equal the difference, if any,
between the
Group I Adjusted Pool Amount as of the preceding Distribution
Date less the sum
of the Group I-A Principal Balance and the Class I-B-1 Principal
Balance as of
such Determination Date.
Class I-B-2 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class I-B-2
Certificates
pursuant to Paragraph ninth of Section 4.01(a)(i).
Class I-B-2 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class I-B-2
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class I-B-2 Certificates on prior Distribution
Dates pursuant to
Paragraph eighth of Section 4.01(a)(i).
Class I-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-I-B-3 and Exhibit
C hereto.
Class I-B-3 Certificateholder: The registered holder of a
Class
I-B-3 Certificate.
Class I-B-3 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class I-B-3
Certificates pursuant to
Paragraphs tenth, eleventh and twelfth of Section
4.01(a)(i).
Class I-B-3 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class
I-B-3 Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class I-B-3 Certificates on such Distribution Date
pursuant to Paragraph
tenth of Section 4.01(a)(i).
Class I-B-3 Optimal Principal Amount: As to any Distribution
Date
and each Group I Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class I-B-3 Percentage (with respect to each such Group
I
Mortgage Loan) of the principal portion of the Monthly Payment
due on the
Due Date occurring in the month of such Distribution Date on
such Mortgage
Loan;
(ii) the Class I-B-3 Prepayment Percentage (with respect to
each
such Group I Mortgage Loan) of all Unscheduled Principal
Receipts (other
than Recoveries) that were received by a Servicer with respect
to such
Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled
Principal Receipt;
(iii) the Class I-B-3 Prepayment Percentage (with respect to
each
such Group I Mortgage Loan) of the Scheduled Principal Balance
of such
Mortgage Loan which, during the one month period ending on the
day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08; and
(iv) the Class I-B-3 Percentage (with respect to each such Group
I
Mortgage Loan) 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 I-B-3 Prepayment Percentage of the Recovery for
Loan Group I for
such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs
with respect to
such Class and such Distribution Date, the Class I-B-3 Optimal
Principal Amount
will equal the lesser of (A) the Class I-B-3 Optimal Principal
Amount calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class I-B-3 Certificates.
Class I-B-3 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group I Subordinated
Percentage by (ii) a
fraction, the numerator of which is the Class I-B-3 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Group I-B Principal Balance.
Class I-B-3 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage
by (ii) a
fraction, the numerator of which is the Class I-B-3 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Group
I-B Principal
Balance and (b) for the purpose of allocating all other
unscheduled principal
distributions, the Principal Balances of the Classes of Group
I-B Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
I-B-3
Certificates are not eligible to receive such unscheduled
principal
distributions in accordance with Section 4.01(d)(i), the Class
I-B-3 Prepayment
Percentage for such unscheduled principal distributions for such
Distribution
Date will be zero.
Class I-B-3 Principal Balance: As to the first Determination
Date,
the Original Class I-B-3 Principal Balance. As of any subsequent
Determination
Date, the Original Class I-B-3 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class I-B-3
Certificates on prior
Distribution Dates (A) pursuant to Paragraph tweflth of Section
4.01(a)(i) and
(B) as a result of a Principal Adjustment; provided, however, if
the Class I-B-3
Certificates are the most subordinate Group I-B Certificates
outstanding, the
Class I-B-3 Principal Balance will equal the difference, if any,
between the
Group I Adjusted Pool Amount as of the preceding Distribution
Date less the sum
of the Group I-A Principal Balance, the Class I-B-1 Principal
Balance and the
Class I-B-2 Principal Balance as of such Determination Date.
Class I-B-3 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class I-B-3
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class I-B-3 Certificates on prior Distribution
Dates pursuant to
Paragraph eleventh of Section 4.01(a)(i).
Class I-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-I-B-4 and Exhibit
C hereto.
Class I-B-4 Certificateholder: The registered holder of a
Class
I-B-4 Certificate.
Class I-B-4 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class I-B-4
Certificates pursuant to
Paragraphs thirteenth, fourteenth and fifteenth of Section
4.01(a)(i).
Class I-B-4 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class
I-B-4 Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class I-B-4 Certificates on such Distribution Date
pursuant to Paragraph
thirteenth of Section 4.01(a)(i).
Class I-B-4 Optimal Principal Amount: As to any Distribution
Date
and each Group I Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class I-B-4 Percentage (with respect to each such Group
I
Mortgage Loan) of the principal portion of the Monthly Payment
due on the
Due Date occurring in the month of such Distribution Date on
such Mortgage
Loan;
(ii) the Class I-B-4 Prepayment Percentage (with respect to
each
such Group I Mortgage Loan) of all Unscheduled Principal
Receipts (other
than Recoveries) that were received by a Servicer with respect
to such
Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled
Principal Receipt;
(iii) the Class I-B-4 Prepayment Percentage (with respect to
each
such Group I Mortgage Loan) of the Scheduled Principal Balance
of such
Mortgage Loan which, during the one month period ending on the
day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08; and
(iv) the Class I-B-4 Percentage (with respect to each such Group
I
Mortgage Loan) 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 I-B-4 Prepayment Percentage of the Recovery for
Loan Group I for
such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs
with respect to
such Class and such Distribution Date, the Class I-B-4 Optimal
Principal Amount
will equal the lesser of (A) the Class I-B-4 Optimal Principal
Amount calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class I-B-4 Certificates.
Class I-B-4 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group I Subordinated
Percentage by (ii) a
fraction, the numerator of which is the Class I-B-4 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Group I-B Principal Balance.
Class I-B-4 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage
by (ii) a
fraction, the numerator of which is the Class I-B-4 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Group
I-B Principal
Balance and (b) for the purpose of allocating all other
unscheduled principal
distributions, the Principal Balances of the Classes of Group
I-B Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
I-B-4
Certificates are not eligible to receive such unscheduled
principal
distributions in accordance with Section 4.01(d)(i), the Class
I-B-4 Prepayment
Percentage for such unscheduled principal distributions for such
Distribution
Date will be zero.
Class I-B-4 Principal Balance: As to the first Determination
Date,
the Original Class I-B-4 Principal Balance. As of any subsequent
Determination
Date, the Original Class I-B-4 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class I-B-4
Certificates on prior
Distribution Dates (A) pursuant to Paragraph fifteenth of
Section 4.01(a)(i) and
(B) as a result of a Principal Adjustment; provided, however, if
the Class I-B-4
Certificates are the most subordinate Group I-B Certificates
outstanding, the
Class I-B-4 Principal Balance will equal the difference, if any,
between the
Group I Adjusted Pool Amount as of the preceding Distribution
Date less the sum
of the Group I-A Principal Balance, the Class I-B-1 Principal
Balance, the Class
I-B-2 Principal Balance and the Class I-B-3 Principal Balance as
of such
Determination Date.
Class I-B-4 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class I-B-4
Certificates
pursuant to Paragraph fifteenth of Section 4.01(a)(i).
Class I-B-4 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class I-B-4
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class I-B-4 Certificates on prior Distribution
Dates pursuant to
Paragraph fourteenth of Section 4.01(a)(i).
Class I-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-I-B-5 and Exhibit
C hereto.
Class I-B-5 Certificateholder: The registered holder of a
Class
I-B-5 Certificate.
Class I-B-5 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class I-B-5
Certificates pursuant to
Paragraphs sixteenth, seventeenth and eighteenth of Section
4.01(a)(i).
Class I-B-5 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class
I-B-5 Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class I-B-5 Certificates on such Distribution Date
pursuant to Paragraph
sixteenth of Section 4.01(a)(i).
Class I-B-5 Optimal Principal Amount: As to any Distribution
Date
and each Group I Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class I-B-5 Percentage (with respect to each such Group
I
Mortgage Loan) of the principal portion of the Monthly Payment
due on the
Due Date occurring in the month of such Distribution Date on
such Mortgage
Loan;
(ii) the Class I-B-5 Prepayment Percentage (with respect to
each
such Group I Mortgage Loan) of all Unscheduled Principal
Receipts (other
than Recoveries) that were received by a Servicer with respect
to such
Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled
Principal Receipt;
(iii) the Class I-B-5 Prepayment Percentage (with respect to
each
such Group I Mortgage Loan) of the Scheduled Principal Balance
of such
Mortgage Loan which, during the one month period ending on the
day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08; and
(iv) the Class I-B-5 Percentage (with respect to each such Group
I
Mortgage Loan) 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 I-B-5 Prepayment Percentage of the Recovery for
Loan Group I for
such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs
with respect to
such Class and such Distribution Date, the Class I-B-5 Optimal
Principal Amount
will equal the lesser of (A) the Class I-B-5 Optimal Principal
Amount calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class I-B-5 Certificates.
Class I-B-5 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group I Subordinated
Percentage by (ii) a
fraction, the numerator of which is the Class I-B-5 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Group I-B Principal Balance.
Class I-B-5 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage
by (ii) a
fraction, the numerator of which is the Class I-B-5 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Group
I-B Principal
Balance and (b) for the purpose of allocating all other
unscheduled principal
distributions, the Principal Balances of the Classes of Group
I-B Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
I-B-5
Certificates are not eligible to receive such unscheduled
principal
distributions in accordance with Section 4.01(d)(i), the Class
I-B-5 Prepayment
Percentage for such unscheduled principal distributions for such
Distribution
Date will be zero.
Class I-B-5 Principal Balance: As to the first Determination
Date,
the Original Class I-B-5 Principal Balance. As of any subsequent
Determination
Date, the Original Class I-B-5 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class I-B-5
Certificates on prior
Distribution Dates (A) pursuant to Paragraph eighteenth of
Section 4.01(a)(i)
and (B) as a result of a Principal Adjustment; provided,
however, if the Class
B-5 Certificates are the most subordinate Group I-B Certificates
outstanding,
the Class I-B-5 Principal Balance will equal the difference, if
any, between the
Group I Adjusted Pool Amount as of the preceding Distribution
Date less the sum
of the Group I-A Principal Balance, the Class I-B-1 Principal
Balance, the Class
I-B-2 Principal Balance, the Class I-B-3 Principal Balance and
the Class I-B-4
Principal Balance as of such Determination Date.
Class I-B-5 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class I-B-5
Certificates
pursuant to Paragraph eighteenth of Section 4.01(a)(i).
Class I-B-5 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class I-B-5
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class I-B-5 Certificates on prior Distribution
Dates pursuant to
Paragraph seventeenth of Section 4.01(a)(i).
Class I-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-I-B-6 and Exhibit
C hereto.
Class I-B-6 Certificateholder: The registered holder of a
Class
I-B-6 Certificate.
Class I-B-6 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class I-B-6
Certificates pursuant to
Paragraphs nineteenth, twentieth and twenty-first of Section
4.01(a)(i).
Class I-B-6 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class
I-B-6 Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class I-B-6 Certificates on such Distribution Date
pursuant to Paragraph
nineteenth of Section 4.01(a)(i).
Class I-B-6 Optimal Principal Amount: As to any Distribution
Date
and each Group I Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class I-B-6 Percentage (with respect to each such Group
I
Mortgage Loan) of the principal portion of the Monthly Payment
due on the
Due Date occurring in the month of such Distribution Date on
such Mortgage
Loan;
(ii) the Class I-B-6 Prepayment Percentage (with respect to
each
such Group I Mortgage Loan) of all Unscheduled Principal
Receipts (other
than Recoveries) that were received by a Servicer with respect
to such
Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled
Principal Receipt;
(iii) the Class I-B-6 Prepayment Percentage (with respect to
each
such Group I Mortgage Loan) of the Scheduled Principal Balance
of such
Mortgage Loan which, during the one month period ending on the
day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08; and
(iv) the Class I-B-6 Percentage (with respect to each such Group
I
Mortgage Loan) 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 I-B-6 Prepayment Percentage of the Recovery for
Loan Group I for
such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs
with respect to
such Class and such Distribution Date, the Class I-B-6 Optimal
Principal Amount
will equal the lesser of (A) the Class I-B-6 Optimal Principal
Amount calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class I-B-6 Certificates.
Class I-B-6 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group I Subordinated
Percentage by (ii) a
fraction, the numerator of which is the Class I-B-6 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Group I-B Principal Balance.
Class I-B-6 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage
by (ii) a
fraction, the numerator of which is the Class I-B-6 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Group
I-B Principal
Balance and (b) for the purpose of allocating all other
unscheduled principal
distributions, the Principal Balances of the Classes of Group
I-B Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
I-B-6
Certificates are not eligible to receive such unscheduled
principal
distributions in accordance with Section 4.01(d)(i), the Class
I-B-6 Prepayment
Percentage for such unscheduled principal distributions for such
Distribution
Date will be zero.
Class I-B-6 Principal Balance: As to the first Determination
Date,
the Original Class I-B-6 Principal Balance. As of any subsequent
Determination
Date, the Original Class I-B-6 Principal Balance less the sum of
all amounts
previously distributed in respect of the Class I-B-6
Certificates on prior
Distribution Dates pursuant to Paragraph twentieth of Section
4.01(a)(i);
provided, however, if the Class I-B-6 Certificates are
outstanding, the Class
I-B-6 Principal Balance will equal the difference, if any,
between the Group I
Adjusted Pool Amount as of the preceding Distribution Date less
the sum of the
Group I-A Principal Balance, the Class I-B-1 Principal Balance,
the Class I-B-2
Principal Balance, the Class I-B-3 Principal Balance, the Class
I-B-4 Principal
Balance and the Class I-B-5 Principal Balance as of such
Determination Date.
Class I-B-6 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class I-B-6
Certificates
pursuant to Paragraph twenty-first of Section 4.01(a)(i).
Class I-B-6 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class I-B-6
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class I-B-6 Certificates on prior Distribution
Dates pursuant to
Paragraph twentieth of Section 4.01(a)(i).
Class I-B-L1 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class I-B-L2 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class I-B-L3 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class I-B-L4 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class I-B-L5 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class I-B-L6 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class II-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-II-A-1 and Exhibit
C hereto.
Class II-A-1 Certificateholder: The registered holder of a
Class
II-A-1 Certificate.
Class II-A-IO Interest Accrual Amount: As to any Distribution
Date,
(i) the product of (a) 1/12th of the Class A Pass-Through Rate
for the Class
II-A-IO Component and (b) the Class II-A-IO Notional Amount as
of such
Distribution Date minus (ii) the sum of (A) the Group II-A
Interest Percentage
of the Class II-A-IO Component of the interest portion of any
Realized Losses
allocated to the Class II-A-IO Component on or after the
Subordination Depletion
Date for Group II pursuant to Section 4.02(c) and (B) the Group
II-A Interest
Percentage of the Class II-A-IO Component of any Non-Supported
Interest
Shortfall or Relief Act Shortfall allocated to the Class A
Certificates with
respect to such Distribution Date.
Class II-A-IO Notional Amount: with respect to any
Distribution
Date, an amount equal to Group II-A Principal Balance.
Class II-A-L1 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class II-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-II-B-1 and Exhibit
C hereto.
Class II-B-1 Certificateholder: The registered holder of a
Class
II-B-1 Certificate.
Class II-B-1 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class II-B-1
Certificates pursuant to
Paragraphs fourth, fifth and sixth of Section 4.01(a)(i).
Class II-B-1 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class
II-B-1 Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class II-B-1 Certificates on such Distribution Date
pursuant to Paragraph
fourth of Section 4.01(a)(i).
Class II-B-1 Optimal Principal Amount: As to any Distribution
Date
and each Group II Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class II-B-1 Percentage (with respect to each such Group
II
Mortgage Loan) of the principal portion of the Monthly Payment
due on the
Due Date occurring in the month of such Distribution Date on
such Mortgage
Loan;
(ii) the Class II-B-1 Prepayment Percentage (with respect to
each
such Group II Mortgage Loan) of all Unscheduled Principal
Receipts (other
than Recoveries) that were received by a Servicer with respect
to such
Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled
Principal Receipt;
(iii) the Class II-B-1 Prepayment Percentage (with respect to
each
such Group II Mortgage Loan) of the Scheduled Principal Balance
of such
Mortgage Loan which, during the one month period ending on the
day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08; and
(iv) the Class II-B-1 Percentage (with respect to each such
Group II
Mortgage Loan) 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 II-B-1 Prepayment Percentage of the Recovery for
Loan Group II
for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs
with respect to
such Class and such Distribution Date, the Class II-B-1 Optimal
Principal Amount
will equal the lesser of (A) the Class II-B-1 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class II-B-1 Certificates.
Class II-B-1 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group II Subordinated
Percentage by (ii) a
fraction, the numerator of which is the Class II-B-1 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Group II-B Principal
Balance.
Class II-B-1 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage
by (ii) a
fraction, the numerator of which is the Class II-B-1 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Group
II-B Principal
Balance and (b) for the purpose of allocating all other
unscheduled principal
distributions, the Principal Balances of the Classes of Group
II-B Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
II-B-1
Certificates are the only Group II-B Certificates eligible to
receive such
unscheduled principal distributions in accordance with Section
4.01(d)(i), the
Class II-B-1 Prepayment Percentage for such unscheduled
principal distributions
for such Distribution Date will be one.
Class II-B-1 Principal Balance: As to the first Determination
Date,
the Original Class II-B-1 Principal Balance. As of any
subsequent Determination
Date, the Original Class II-B-1 Principal Balance less the sum
of all amounts
previously distributed in respect of the Class II-B-1
Certificates on prior
Distribution Dates (A) pursuant to Paragraph sixth of Section
4.01(a)(i) and (B)
as a result of a Principal Adjustment; provided, however, if the
Class II-B-1
Certificates are the most subordinate Group II-B Certificates
outstanding, the
Class II-B-1 Principal Balance will equal the difference, if
any, between the
Group II Adjusted Pool Amount as of the preceding Distribution
Date less the
Group II-A Principal Balance as of such Determination Date.
Class II-B-1 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class
II-B-1 Certificates
pursuant to Paragraph sixth of Section 4.01(a)(i).
Class II-B-1 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class II-B-1
Interest
Shortfall Amounts for prior Distribution Dates is in excess of
the amounts
distributed in respect of the Class II-B-1 Certificates on prior
Distribution
Dates pursuant to Paragraph fifth of Section 4.01(a)(i).
Class II-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-II-B-2 and Exhibit
C hereto.
Class II-B-2 Certificateholder: The registered holder of a
Class
II-B-2 Certificate.
Class II-B-2 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class II-B-2
Certificates pursuant to
Paragraphs seventh, eighth and ninth of Section 4.01(a)(i).
Class II-B-2 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class
II-B-2 Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class II-B-2 Certificates on such Distribution Date
pursuant to Paragraph
seventh of Section 4.01(a)(i).
Class II-B-2 Optimal Principal Amount: As to any Distribution
Date
and each Group II Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class II-B-2 Percentage (with respect to each such Group
II
Mortgage Loan) of the principal portion of the Monthly Payment
due on the
Due Date occurring in the month of such Distribution Date on
such Mortgage
Loan;
(ii) the Class II-B-2 Prepayment Percentage (with respect to
each
such Group II Mortgage Loan) of all Unscheduled Principal
Receipts (other
than Recoveries) that were received by a Servicer with respect
to such
Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled
Principal Receipt;
(iii) the Class II-B-2 Prepayment Percentage (with respect to
each
such Group II Mortgage Loan) of the Scheduled Principal Balance
of such
Mortgage Loan which, during the one month period ending on the
day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08; and
(iv) the Class II-B-2 Percentage (with respect to each such
Group II
Mortgage Loan) 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 II-B-2 Prepayment Percentage of the Recovery for
Loan Group II
for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs
with respect to
such Class and such Distribution Date, the Class II-B-2 Optimal
Principal Amount
will equal the lesser of (A) the Class II-B-2 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class II-B-2 Certificates.
Class II-B-2 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group II Subordinated
Percentage by (ii) a
fraction, the numerator of which is the Class II-B-2 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Group II-B Principal
Balance.
Class II-B-2 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage
by (ii) a
fraction, the numerator of which is the Class II-B-2 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Group
II-B Principal
Balance and (b) for the purpose of allocating all other
unscheduled principal
distributions, the Principal Balances of the Classes of Group
II-B Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
II-B-2
Certificates are not eligible to receive such unscheduled
principal
distributions in accordance with Section 4.01(d)(i), the Class
II-B-2 Prepayment
Percentage for such unscheduled principal distributions for such
Distribution
Date will be zero.
Class II-B-2 Principal Balance: As to the first Determination
Date,
the Original Class II-B-2 Principal Balance. As of any
subsequent Determination
Date, the Original Class II-B-2 Principal Balance less the sum
of all amounts
previously distributed in respect of the Class II-B-2
Certificates on prior
Distribution Dates (A) pursuant to Paragraph ninth of Section
4.01(a)(i) and (B)
as a result of a Principal Adjustment; provided, however, if the
Class II-B-2
Certificates are the most subordinate Group II-B Certificates
outstanding, the
Class II-B-2 Principal Balance will equal the difference, if
any, between the
Group II Adjusted Pool Amount as of the preceding Distribution
Date less the sum
of the Group II-A Principal Balance and the Class II-B-1
Principal Balance as of
such Determination Date.
Class II-B-2 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class
II-B-2 Certificates
pursuant to Paragraph ninth of Section 4.01(a)(i).
Class II-B-2 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class II-B-2
Interest
Shortfall Amounts for prior Distribution Dates is in excess of
the amounts
distributed in respect of the Class II-B-2 Certificates on prior
Distribution
Dates pursuant to Paragraph eighth of Section 4.01(a)(i).
Class II-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-II-B-3 and Exhibit
C hereto.
Class II-B-3 Certificateholder: The registered holder of a
Class
II-B-3 Certificate.
Class II-B-3 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class II-B-3
Certificates pursuant to
Paragraphs tenth, eleventh and twelfth of Section
4.01(a)(i).
Class II-B-3 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class
II-B-3 Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class II-B-3 Certificates on such Distribution Date
pursuant to Paragraph
tenth of Section 4.01(a)(i).
Class II-B-3 Optimal Principal Amount: As to any Distribution
Date
and each Group II Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class II-B-3 Percentage (with respect to each such Group
II
Mortgage Loan) of the principal portion of the Monthly Payment
due on the
Due Date occurring in the month of such Distribution Date on
such Mortgage
Loan;
(ii) the Class II-B-3 Prepayment Percentage (with respect to
each
such Group II Mortgage Loan) of all Unscheduled Principal
Receipts (other
than Recoveries) that were received by a Servicer with respect
to such
Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled
Principal Receipt;
(iii) the Class II-B-3 Prepayment Percentage (with respect to
each
such Group II Mortgage Loan) of the Scheduled Principal Balance
of such
Mortgage Loan which, during the one month period ending on the
day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08; and
(iv) the Class II-B-3 Percentage (with respect to each such
Group II
Mortgage Loan) 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 II-B-3 Prepayment Percentage of the Recovery for
Loan Group II
for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs
with respect to
such Class and such Distribution Date, the Class II-B-3 Optimal
Principal Amount
will equal the lesser of (A) the Class II-B-3 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class II-B-3 Certificates.
Class II-B-3 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group II Subordinated
Percentage by (ii) a
fraction, the numerator of which is the Class II-B-3 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Group II-B Principal
Balance.
Class II-B-3 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage
by (ii) a
fraction, the numerator of which is the Class II-B-3 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Group
II-B Principal
Balance and (b) for the purpose of allocating all other
unscheduled principal
distributions, the Principal Balances of the Classes of Group
II-B Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
II-B-3
Certificates are not eligible to receive such unscheduled
principal
distributions in accordance with Section 4.01(d)(i), the Class
II-B-3 Prepayment
Percentage for such unscheduled principal distributions for such
Distribution
Date will be zero.
Class II-B-3 Principal Balance: As to the first Determination
Date,
the Original Class II-B-3 Principal Balance. As of any
subsequent Determination
Date, the Original Class II-B-3 Principal Balance less the sum
of all amounts
previously distributed in respect of the Class II-B-3
Certificates on prior
Distribution Dates (A) pursuant to Paragraph twelfth of Section
4.01(a)(i) and
(B) as a result of a Principal Adjustment; provided, however, if
the Class
II-B-3 Certificates are the most subordinate Group II-B
Certificates
outstanding, the Class II-B-3 Principal Balance will equal the
difference, if
any, between the Group II Adjusted Pool Amount as of the
preceding Distribution
Date less the sum of the Group II-A Principal Balance, the Class
II-B-1
Principal Balance and the Class II-B-2 Principal Balance as of
such
Determination Date.
Class II-B-3 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class II-B-3
Interest
Shortfall Amounts for prior Distribution Dates is in excess of
the amounts
distributed in respect of the Class II-B-3 Certificates on prior
Distribution
Dates pursuant to Paragraph eleventh of Section 4.01(a)(i).
Class II-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-II-B-4 and Exhibit
C hereto.
Class II-B-4 Certificateholder: The registered holder of a
Class
II-B-4 Certificate.
Class II-B-4 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class II-B-4
Certificates pursuant to
Paragraphs thirteenth, fourteenth and fifteenth of Section
4.01(a)(i).
Class II-B-4 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class
II-B-4 Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class II-B-4 Certificates on such Distribution Date
pursuant to Paragraph
thirteenth of Section 4.01(a)(i).
Class II-B-4 Optimal Principal Amount: As to any Distribution
Date
and each Group II Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class II-B-4 Percentage (with respect to each such Group
II
Mortgage Loan) of the principal portion of the Monthly Payment
due on the
Due Date occurring in the month of such Distribution Date on
such Mortgage
Loan;
(ii) the Class II-B-4 Prepayment Percentage (with respect to
each
such Group II Mortgage Loan) of all Unscheduled Principal
Receipts (other
than Recoveries) that were received by a Servicer with respect
to such
Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled
Principal Receipt;
(iii) the Class II-B-4 Prepayment Percentage (with respect to
each
such Group II Mortgage Loan) of the Scheduled Principal Balance
of such
Mortgage Loan which, during the one month period ending on the
day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08; and
(iv) the Class II-B-4 Percentage (with respect to each such
Group II
Mortgage Loan) 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 II-B-4 Prepayment Percentage of the Recovery for
Loan Group II
for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs
with respect to
such Class and such Distribution Date, the Class II-B-4 Optimal
Principal Amount
will equal the lesser of (A) the Class II-B-4 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class II-B-4 Certificates.
Class II-B-4 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group II Subordinated
Percentage by (ii) a
fraction, the numerator of which is the Class II-B-4 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Group II-B Principal
Balance.
Class II-B-4 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage
by (ii) a
fraction, the numerator of which is the Class II-B-4 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Group
II-B Principal
Balance and (b) for the purpose of allocating all other
unscheduled principal
distributions, the Principal Balances of the Classes of Group
II-B Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
II-B-4
Certificates are not eligible to receive such unscheduled
principal
distributions in accordance with Section 4.01(d)(i), the Class
II-B-4 Prepayment
Percentage for such unscheduled principal distributions for such
Distribution
Date will be zero.
Class II-B-4 Principal Balance: As to the first Determination
Date,
the Original Class II-B-4 Principal Balance. As of any
subsequent Determination
Date, the Original Class II-B-4 Principal Balance less the sum
of all amounts
previously distributed in respect of the Class II-B-4
Certificates on prior
Distribution Dates (A) pursuant to Paragraph fifteenth of
Section 4.01(a)(i) and
(B) as a result of a Principal Adjustment; provided, however, if
the Class
II-B-4 Certificates are the most subordinate Group II-B
Certificates
outstanding, the Class II-B-4 Principal Balance will equal the
difference, if
any, between the Group II Adjusted Pool Amount as of the
preceding Distribution
Date less the sum of the Group II-A Principal Balance, the Class
II-B-1
Principal Balance, the Class II-B-2 Principal Balance and the
Class II-B-3
Principal Balance as of such Determination Date.
Class II-B-4 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class
II-B-4 Certificates
pursuant to Paragraph fifteenth of Section 4.01(a)(i).
Class II-B-4 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class II-B-4
Interest
Shortfall Amounts for prior Distribution Dates is in excess of
the amounts
distributed in respect of the Class II-B-4 Certificates on prior
Distribution
Dates pursuant to Paragraph fourteenth of Section
4.01(a)(i).
Class II-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-II-B-5 and Exhibit
C hereto.
Class II-B-5 Certificateholder: The registered holder of a
Class
II-B-5 Certificate.
Class II-B-5 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class II-B-5
Certificates pursuant to
Paragraphs sixteenth, seventeenth and eighteenth of Section
4.01(a)(i).
Class II-B-5 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class
II-B-5 Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class II-B-5 Certificates on such Distribution Date
pursuant to Paragraph
sixteenth of Section 4.01(a)(i).
Class II-B-5 Optimal Principal Amount: As to any Distribution
Date
and each Group II Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class II-B-5 Percentage (with respect to each such Group
II
Mortgage Loan) of the principal portion of the Monthly Payment
due on the
Due Date occurring in the month of such Distribution Date on
such Mortgage
Loan;
(ii) the Class II-B-5 Prepayment Percentage (with respect to
each
such Group II Mortgage Loan) of all Unscheduled Principal
Receipts (other
than Recoveries) that were received by a Servicer with respect
to such
Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled
Principal Receipt;
(iii) the Class II-B-5 Prepayment Percentage (with respect to
each
such Group II Mortgage Loan) of the Scheduled Principal Balance
of such
Mortgage Loan which, during the one month period ending on the
day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08; and
(iv) the Class II-B-5 Percentage (with respect to each such
Group II
Mortgage Loan) 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 II-B-5 Prepayment Percentage of the Recovery for
Loan Group II
for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs
with respect to
such Class and such Distribution Date, the Class II-B-5 Optimal
Principal Amount
will equal the lesser of (A) the Class II-B-5 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class II-B-5 Certificates.
Class II-B-5 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group II Subordinated
Percentage by (ii) a
fraction, the numerator of which is the Class II-B-5 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Group II-B Principal
Balance.
Class II-B-5 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage
by (ii) a
fraction, the numerator of which is the Class II-B-5 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Group
II-B Principal
Balance and (b) for the purpose of allocating all other
unscheduled principal
distributions, the Principal Balances of the Classes of Group
II-B Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
II-B-5
Certificates are not eligible to receive such unscheduled
principal
distributions in accordance with Section 4.01(d)(i), the Class
II-B-5 Prepayment
Percentage for such unscheduled principal distributions for such
Distribution
Date will be zero.
Class II-B-5 Principal Balance: As to the first Determination
Date,
the Original Class II-B-5 Principal Balance. As of any
subsequent Determination
Date, the Original Class II-B-5 Principal Balance less the sum
of all amounts
previously distributed in respect of the Class II-B-5
Certificates on prior
Distribution Dates (A) pursuant to Paragraph eighteenth of
Section 4.01(a)(i)
and (B) as a result of a Principal Adjustment; provided,
however, if the Class
II-B-5 Certificates are the most subordinate Group II-B
Certificates
outstanding, the Class II-B-5 Principal Balance will equal the
difference, if
any, between the Group II Adjusted Pool Amount as of the
preceding Distribution
Date less the sum of the Group II-A Principal Balance, the Class
II-B-1
Principal Balance, the Class II-B-2 Principal Balance, the Class
II-B-3
Principal Balance and the Class II-B-4 Principal Balance as of
such
Determination Date.
Class II-B-5 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class
II-B-5 Certificates
pursuant to Paragraph eighteenth of Section 4.01(a)(i).
Class II-B-5 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class II-B-5
Interest
Shortfall Amounts for prior Distribution Dates is in excess of
the amounts
distributed in respect of the Class II-B-5 Certificates on prior
Distribution
Dates pursuant to Paragraph seventeenth of Section
4.01(a)(i).
Class II-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-II-B-6 and Exhibit
C hereto.
Class II-B-6 Certificateholder: The registered holder of a
Class
II-B-6 Certificate.
Class II-B-6 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the Class II-B-6
Certificates pursuant to
Paragraphs nineteenth, twentieth and twenty-first of Section
4.01(a)(i).
Class II-B-6 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class
II-B-6 Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class II-B-6 Certificates on such Distribution Date
pursuant to Paragraph
nineteenth of Section 4.01(a)(i).
Class II-B-6 Optimal Principal Amount: As to any Distribution
Date
and each Group II Mortgage Loan that is an Outstanding Mortgage
Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class II-B-6 Percentage (with respect to each such Group
II
Mortgage Loan) of the principal portion of the Monthly Payment
due on the
Due Date occurring in the month of such Distribution Date on
such Mortgage
Loan;
(ii) the Class II-B-6 Prepayment Percentage (with respect to
each
such Group II Mortgage Loan) of all Unscheduled Principal
Receipts (other
than Recoveries) that were received by a Servicer with respect
to such
Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled
Principal Receipt;
(iii) the Class II-B-6 Prepayment Percentage (with respect to
each
such Group II Mortgage Loan) of the Scheduled Principal Balance
of such
Mortgage Loan which, during the one month period ending on the
day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08; and
(iv) the Class II-B-6 Percentage (with respect to each such
Group II
Mortgage Loan) 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 II-B-6 Prepayment Percentage of the Recovery for
Loan Group II
for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs
with respect to
such Class and such Distribution Date, the Class II-B-6 Optimal
Principal Amount
will equal the lesser of (A) the Class II-B-6 Optimal Principal
Amount
calculated as described in the preceding provisions and (B) the
Adjusted
Principal Balance for the Class II-B-6 Certificates.
Class II-B-6 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying (i) the Group II Subordinated
Percentage by (ii) a
fraction, the numerator of which is the Class II-B-6 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is the Group II-B Principal
Balance.
Class II-B-6 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence, the percentage
calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage
by (ii) a
fraction, the numerator of which is the Class II-B-6 Principal
Balance
(determined as of the Determination Date preceding such
Distribution Date) and
the denominator of which is (a) for the purpose of allocating
Liquidation
Proceeds (other than Partial Liquidation Proceeds), the Group
II-B Principal
Balance and (b) for the purpose of allocating all other
unscheduled principal
distributions, the Principal Balances of the Classes of Group
II-B Certificates
eligible to receive such unscheduled principal distributions for
such
Distribution Date in accordance with the provisions of Section
4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class
II-B-6
Certificates are not eligible to receive such unscheduled
principal
distributions in accordance with Section 4.01(d)(i), the Class
II-B-6 Prepayment
Percentage for such unscheduled principal distributions for such
Distribution
Date will be zero.
Class II-B-6 Principal Balance: As to the first Determination
Date,
the Original Class II-B-6 Principal Balance. As of any
subsequent Determination
Date, the Original Class II-B-6 Principal Balance less the sum
of all amounts
previously distributed in respect of the Class II-B-6
Certificates on prior
Distribution Dates pursuant to Paragraph twenty-first of Section
4.01(a)(i);
provided, however, if the Class II-B-6 Certificates are
outstanding, the Class
II-B-6 Principal Balance will equal the difference, if any,
between the Group II
Adjusted Pool Amount as of the preceding Distribution Date less
the sum of the
Group II-A Principal Balance, the Class II-B-1 Principal
Balance, the Class
II-B-2 Principal Balance, the Class II-B-3 Principal Balance,
the Class II-B-4
Principal Balance and the Class II-B-5 Principal Balance as of
such
Determination Date.
Class II-B-6 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the Holders of the Class
II-B-6 Certificates
pursuant to Paragraph twenty-first of Section 4.01(a)(i).
Class II-B-6 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class II-B-6
Interest
Shortfall Amounts for prior Distribution Dates is in excess of
the amounts
distributed in respect of the Class II-B-6 Certificates on prior
Distribution
Dates pursuant to Paragraph twentieth of Section 4.01(a)(i).
Class II-B-L1 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class II-B-L2 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class II-B-L3 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class II-B-L4 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class II-B-L5 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class II-B-L6 Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A Certificate: Any of the Group I-A Certificates, Group
II-A
Certificates or Class A-IO Certificates.
Class A Certificateholder: The registered holder of a Class
A
Certificate.
Class A Pass-Through Rate: For each Distribution Date and the
Group
I-A Certificates, the Class A Pass-Through Rate will be a per
annum rate equal
to Net WAC of the Group I Mortgage Loans minus 0.005%. For each
Distribution
Date and any of the Group II-A Certificates, the Class A
Pass-Through Rate will
be a per annum rate equal to Net WAC of the Group II Mortgage
Loans minus
0.005%. As to the Class I-A-IO Component, the Class A
Pass-Through Rate will be
a per annum rate equal to 0.005%. As to the Class II-A-IO
Component, the Class A
Pass-Through Rate will be a per annum rate equal to 0.005%.
Class A Unpaid Interest Shortfall: As to any Distribution Date
and
Class of Class A Certificates (other than the Class A-IO
Certificates) or
Component of a Group, the amount, if any, by which the Group I-A
Interest
Shortfall Amounts or Group II-A Interest Shortfall Amounts for
such Class or
Component of such Group for prior Distribution Dates is in
excess of the amounts
distributed in respect of such Class or Component of such Group
on prior
Distribution Dates pursuant to Paragraph second of Section
4.01(a)(i).
Class A-IO 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-A-IO and Exhibit C
hereto.
Class A-IO Certificateholder: The registered holder of a Class
A-IO
Certificate.
Class A-IO Component: Each of the Class I-A-IO Component and
the
Class II-A-IO Component.
Class A-IO Notional Amount: with respect to any Distribution
Date
will equal the sum of the Class I-A-IO Notional Amount and the
Class II-A-IO
Notional Amount.
Class A-IO REMIC Pass-Through Amount: For any Distribution Date,
the
sum of (i) the product of (A) 1/12, (B) 0.005% and (C) the sum
of the Principal
Balances of the Class I-A-1 and Class I-A-2 Certificates, (ii)
the product of
(A) 1/12, (B) 0.01% and (C) the Principal Balance of the Class
I-A-R
Certificate, and (iii) the product of (A) 1/12, (B) 0.005% and
(C) the Principal
Balance of the Class II-A-1 Certificates.
Class B Certificate: Any one of the Class I-B-1 Certificates,
Class
I-B-2 Certificates, Class I-B-3 Certificates, Class I-B-4
Certificates, Class
I-B-5 Certificates, Class I-B-6 Certificates, Class II-B-1
Certificates, Class
II-B-2 Certificates, Class II-B-3 Certificates, Class II-B-4
Certificates, Class
II-B-5 Certificates or Class II-B-6 Certificates.
Class B Certificateholder: The registered holder of a Class
B
Certificate.
Class B Distribution Amount: Any of the Class I-B-1
Distribution
Amount, Class I-B-2 Distribution Amount, Class I-B-3
Distribution Amount, Class
I-B-4 Distribution Amount, Class I-B-5 Distribution Amount,
Class I-B-6
Distribution Amount, Class II-B-1 Distribution Amount, Class
II-B-2 Distribution
Amount, Class II-B-3 Distribution Amount, Class II-B-4
Distribution Amount,
Class II-B-5 Distribution Amount or Class II-B-6 Distribution
Amount.
Class B Interest Accrual Amount: For a Group, as to any
Distribution
Date, the sum of the Interest Accrual Amounts for the Classes of
Class B
Certificates of such Group with respect to such Distribution
Date.
Class B Interest Percentage: With respect to any Distribution
Date
and any Class of Class B Certificates of a Group, the percentage
calculated by
dividing the Interest Accrual Amount of such Class (determined
without regard to
clause (ii) of the definition thereof) by the Class B Interest
Accrual Amount
for such Group (determined without regard to clause (ii) of the
definition of
each Interest Accrual Amount).
Class B Interest Shortfall Amount: Any of the Class I-B-1
Interest
Shortfall Amount, Class I-B-2 Interest Shortfall Amount, Class
I-B-3 Interest
Shortfall Amount, Class I-B-4 Interest Shortfall Amount, Class
I-B-5 Interest
Shortfall Amount, Class I-B-6 Interest Shortfall Amount, Class
II-B-1 Interest
Shortfall Amount, Class II-B-2 Interest Shortfall Amount, Class
II-B-3 Interest
Shortfall Amount, Class II-B-4 Interest Shortfall Amount, Class
II-B-5 Interest
Shortfall Amount or Class II-B-6 Interest Shortfall Amount.
Class B Optimal Principal Amount: Any of the Class I-B-1
Optimal
Principal Amount, Class I-B-2 Optimal Principal Amount, Class
I-B-3 Optimal
Principal Amount, Class I-B-4 Optimal Principal Amount, Class
I-B-5 Optimal
Principal Amount, Class I-B-6 Optimal Principal Amount, Class
II-B-1 Optimal
Principal Amount, Class II-B-2 Optimal Principal Amount, Class
II-B-3 Optimal
Principal Amount, Class II-B-4 Optimal Principal Amount, Class
II-B-5 Optimal
Principal Amount or Class II-B-6 Optimal Principal Amount.
Class B Pass-Through Rate: Either the Group I-B Pass-Through
Rate or
the Group II-B Pass-Through Rate.
Class B Principal Distribution Amount: Any of the Class
I-B-1
Principal Distribution Amount, Class I-B-2 Principal
Distribution Amount, Class
I-B-3 Principal Distribution Amount, Class I-B-4 Principal
Distribution Amount,
Class I-B-5 Principal Distribution Amount, Class I-B-6 Principal
Distribution
Amount, Class II-B-1 Principal Distribution Amount, Class II-B-2
Principal
Distribution Amount, Class II-B-3 Principal Distribution Amount,
Class II-B-4
Principal Distribution Amount, Class II-B-5 Principal
Distribution Amount or
Class II-B-6 Principal Distribution Amount.
Class B Unpaid Interest Shortfall: Any of the Class I-B-1
Unpaid
Interest Shortfall, Class I-B-2 Unpaid Interest Shortfall, Class
I-B-3 Unpaid
Interest Shortfall, Class I-B-4 Unpaid Interest Shortfall, Class
I-B-5 Unpaid
Interest Shortfall, Class I-B-6 Unpaid Interest Shortfall, Class
II-B-1 Unpaid
Interest Shortfall, Class II-B-2 Unpaid Interest Shortfall,
Class II-B-3 Unpaid
Interest Shortfall, Class II-B-4 Unpaid Interest Shortfall,
Class II-B-5 Unpaid
Interest Shortfall or Class II-B-6 Unpaid Interest
Shortfall.
Clearing Agency: An organization registered as a "clearing
agency"
pursuant to Section 17A of the Exchange Act. The initial
Clearing Agency shall
be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank,
financial
institution or other Person for whom a Clearing Agency effects
book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates,
as
set forth in Section 11.20.
Code: The Internal Revenue Code of 1986, as it may be amended
from
time to time, any successor statutes thereto, and applicable
U.S. Department of
the Treasury temporary or final regulations promulgated
thereunder.
Compensating Interest: With respect to any Distribution Date
and
each Group, the lesser of (a) the aggregate Prepayment Interest
Shortfall on the
Mortgage Loans in the related Loan Group for such Distribution
Date, (b) the
product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled
Principal Balance of
the Mortgage Loans in the related Loan Group for such
Distribution Date and (c)
the Available Master Servicing Compensation with respect to such
Loan Group for
such Distribution Date.
Component: The Class I-A-IO Component or Class II-A-IO
Component.
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.
Corresponding Upper-Tier Class, Classes or Components: As to
the
following Uncertificated Lower-Tier Interests, the Corresponding
Upper-Tier
Class, Classes or Components as follows:
Uncertificated Lower-Tier Corresponding Upper-Tier Class,
Classes
Interest or Components
-------- -------------
Class I-A-L1 Interest Class I-A-1 Certificates and Class
I-A-2
Certificates
Class I-A-LUR Interest Class I-A-R Certificate
Class II-A-L1 Interest Class II-A-1 Certificates
Class I-B-L1 Interest Class I-B-1 Certificates
Class I-B-L2 Interest Class I-B-2 Certificates
Class I-B-L3 Interest Class I-B-3 Certificates
Class I-B-L4 Interest Class I-B-4 Certificates
Class I-B-L5 Interest Class I-B-5 Certificates
Class I-B-L6 Interest Class I-B-6 Certificates
Class II-B-L1 Interest Class II-B-1 Certificates
Class II-B-L2 Interest Class II-B-2 Certificates
Class II-B-L3 Interest Class II-B-3 Certificates
Class II-B-L4 Interest Class II-B-4 Certificates
Class II-B-L5 Interest Class II-B-5 Certificates
Class II-B-L6 Interest Class II-B-6 Certificates
Current Class I-B-1 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date, the percentage
obtained by dividing
the sum of the Principal Balances of the Class I-B-2, Class
I-B-3, Class I-B-4,
Class I-B-5 and Class I-B-6 Certificates by the Group I
Aggregate Principal
Balance. As to the first Distribution Date, the Original Class
I-B-1 Fractional
Interest.
Current Class I-B-2 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date, the percentage
obtained by dividing
the sum of the Principal Balances of the Class I-B-3, Class
I-B-4, Class I-B-5
and Class I-B-6 Certificates by the Group I Aggregate Principal
Balance. As to
the first Distribution Date, the Original Class I-B-2 Fractional
Interest.
Current Class I-B-3 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date, the percentage
obtained by dividing
the sum of the Principal Balances of the Class I-B-4, Class
I-B-5 and Class
I-B-6 Certificates by the Group I Aggregate Principal Balance.
As to the first
Distribution Date, the Original Class I-B-3 Fractional
Interest.
Current Class I-B-4 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date, the percentage
obtained by dividing
the sum of the Principal Balances of the Class I-B-5 and Class
I-B-6
Certificates by the Group I Aggregate Principal Balance. As to
the first
Distribution Date, the Original Class I-B-4 Fractional
Interest.
Current Class I-B-5 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date, the percentage
obtained by dividing
the Principal Balance of the Class I-B-6 Certificates by the
Group I Aggregate
Principal Balance. As to the first Distribution Date, the
Original Class I-B-5
Fractional Interest.
Current Class II-B-1 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution Date, the percentage
obtained by
dividing the sum of the Principal Balances of the Class II-B-2,
Class II-B-3,
Class II-B-4, Class II-B-5 and Class II-B-6 Certificates by the
Group II
Aggregate Principal Balance. As to the first Distribution Date,
the Original
Class II-B-1 Fractional Interest.
Current Class II-B-2 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution Date, the percentage
obtained by
dividing the sum of the Principal Balances of the Class II-B-3,
Class II-B-4,
Class II-B-5 and Class II-B-6 Certificates by the Group II
Aggregate Principal
Balance. As to the first Distribution Date, the Original Class
II-B-2 Fractional
Interest.
Current Class II-B-3 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution Date, the percentage
obtained by
dividing the sum of the Principal Balances of the Class II-B-4,
Class II-B-5 and
Class II-B-6 Certificates by the Group II Aggregate Principal
Balance. As to the
first Distribution Date, the Original Class II-B-3 Fractional
Interest.
Current Class II-B-4 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution Date, the percentage
obtained by
dividing the sum of the Principal Balances of the Class II-B-5
and Class II-B-6
Certificates by the Group II Aggregate Principal Balance. As to
the first
Distribution Date, the Original Class II-B-4 Fractional
Interest.
Current Class II-B-5 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution Date, the percentage
obtained by
dividing the Principal Balance of the Class II-B-6 Certificates
by the Group II
Aggregate Principal Balance. As to the first Distribution Date,
the Original
Class II-B-5 Fractional Interest.
Current Class B Interest Distribution Amount: As to any
Distribution
Date, 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)(i) on such Distribution Date.
Current Group I-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the
Classes of Group I-A
Certificates and the Class I-A-IO Component pursuant to
Paragraph first clause
(A) of Section 4.01(a)(i) on such Distribution Date.
Current Group II-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the
Classes of Group
II-A Certificates and the Class II-A-IO Component pursuant to
Paragraph first
clause (B) of Section 4.01(a)(i) on such Distribution Date.
Curtailment: Any Principal Prepayment made by a Mortgagor which
is
not a Prepayment in Full.
Curtailment Interest Shortfall: On any Distribution Date
with
respect to a Group I Mortgage Loan or Group II Mortgage Loan
which was the
subject of a Curtailment:
(A) in the case where the Applicable Unscheduled Principal
Receipt
Period is the Mid-Month Receipt Period and such Curtailment
is
received by the Servicer on or after the Determination Date
in
the month preceding the month of such Distribution Date but
prior to the first day of the month of such Distribution
Date,
the amount of interest that would have accrued at the Net
Mortgage Interest Rate on the amount of such Curtailment
from
the day of its receipt or, if earlier, its application by
the
Servicer through the last day of the month preceding the
month
of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal
Receipt
Period is the Prior Month Receipt Period and such
Curtailment
is received by the Servicer during the month preceding the
month of such Distribution Date, the amount of interest that
would have accrued at the Net Mortgage Interest Rate on the
amount of such Curtailment from the day of its receipt or,
if
earlier, its application by the Servicer through the last
day
of the month in which such Curtailment is received.
Custodial Agreement: The Custodial Agreement, dated as of
January
18, 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 sum of the
Cut-Off
Date Group I Aggregate Principal Balance and the Cut-Off Date
Group II Aggregate
Principal Balance.
Cut-Off Date Group I Aggregate Principal Balance: The aggregate
of
the Cut-Off Date Principal Balances of the Group I Mortgage
Loans is as set
forth in Section 11.02(a).
Cut-Off Date Group II Aggregate Principal Balance: The aggregate
of
the Cut-Off Date Principal Balances of the Group II Mortgage
Loans is as set
forth in Section 11.02(b).
Cut-Off Date Principal Balance: As to each Mortgage Loan, its
unpaid
principal balance as of the close of business on the Cut-Off
Date (but without
giving effect to any Unscheduled Principal Receipts received or
applied on the
Cut-Off Date), reduced by all payments of principal due on or
before the Cut-Off
Date and not paid, and increased by scheduled monthly payments
of principal due
after the Cut-Off Date but received by the related Servicer on
or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage
Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy
Code, except such a
reduction constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation
by a court of competent jurisdiction of the Mortgaged Property
in an amount less
than the then-outstanding indebtedness under the Mortgage Loan,
or any reduction
in the amount of principal to be paid in connection with any
scheduled Monthly
Payment that results in a permanent forgiveness of principal,
which valuation or
reduction results from a proceeding under the Bankruptcy
Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of
each
Certificate (other than the Class A-IO Certificates)
representing the principal
portion of the Cut-Off Date Aggregate Principal Balance
evidenced by such
Certificate. As to the Class A-IO Certificates, the amount
specified on the face
of each such Certificate representing the portion of the
Original Class A-IO
Notional Amount.
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 two separate REMICs or result in the
imposition of any
federal tax on either of the Upper-Tier REMIC or the Lower-Tier
REMIC.
Eligible Investments: At any time, any one or more of the
following
obligations and securities which shall mature not later than the
Business Day
preceding the Distribution Date next succeeding the date of such
investment,
provided that such investments continue to qualify as "cash flow
investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any
agency
thereof, provided such obligations are backed by the full faith
and credit
of the United States of America;
(ii) general obligations of or obligations guaranteed by any
state
of the United States of America or the District of Columbia
receiving the
highest short-term or highest long-term rating of each Rating
Agency, or
such lower rating as would not result in the downgrading or
withdrawal of
the rating then assigned to any of the Certificates by 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 February 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.
Group: Either Group I or Group II.
Group I: The Group I-A Certificates, Class I-A-IO Component
and
Group I-B Certificates.
Group I Adjusted Pool Amount: With respect to any Distribution
Date,
the aggregate of the Cut-Off Date Principal Balances of the
Group I Mortgage
Loans minus the sum of (i) all amounts in respect of principal
received in
respect of the Group I Mortgage Loans (including, without
limitation, amounts
received as Monthly Payments, Periodic Advances, Unscheduled
Principal Receipts
and Substitution Principal Amounts) and distributed to Holders
of the
Certificates on such Distribution Date and all prior
Distribution Dates, (ii)
the principal portion of all Liquidated Loan Losses incurred on
such Group I
Mortgage Loans for which the Liquidation Proceeds were received
from the Cut-Off
Date through the end of the Applicable Unscheduled Principal
Receipt Period with
respect to Full Unscheduled Principal Receipts for such
Distribution Date and
(iii) the principal portion of all Bankruptcy Losses (other than
Debt Service
Reductions) incurred on the Group I Mortgage Loans from the
Cut-Off Date through
the end of the period corresponding to the Applicable
Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal
Receipts for such
Distribution Date.
Group I Aggregate Principal Balance: As of any Determination
Date,
the sum of the Group I-A Principal Balance and the Group I-B
Principal Balance
as of such date.
Group I Class B Percentage: Any of the Class I-B-1 Percentage,
Class
I-B-2 Percentage, Class I-B-3 Percentage, Class I-B-4
Percentage, Class I-B-5
Percentage or Class I-B-6 Percentage.
Group I Class B Prepayment Percentage: Any of the Class
I-B-1
Prepayment Percentage, Class I-B-2 Prepayment Percentage, Class
I-B-3 Prepayment
Percentage, Class I-B-4 Prepayment Percentage, Class I-B-5
Prepayment Percentage
or Class I-B-6 Prepayment Percentage.
Group I Mortgage Loans: Those Mortgage Loans listed on Exhibit
F-1A
attached hereto.
Group I Pool Balance: As to any Distribution Date, the
aggregate
Scheduled Principal Balances of all Group I Mortgage Loans that
were Outstanding
Mortgage Loans on the Due Date in the month preceding the month
of such
Distribution Date.
Group I Pool Distribution Amount: As of any Distribution Date,
the
funds eligible for distribution to the Group I-A Certificates,
Class I-A-IO
Component and Group I-B Certificates on such Distribution Date,
which shall be
the sum of (i) all previously undistributed payments or other
receipts on
account of principal and interest on or in respect of the Group
I Mortgage Loans
(including, without limitation, the proceeds of any repurchase
of a Group I
Mortgage Loan by the 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 with respect to Group I
Mortgage Loans by
a Servicer pursuant to the related Servicing Agreement or
Periodic Advances with
respect to Group I Mortgage Loans made by the Master Servicer or
the Trustee
pursuant to Section 3.03, (iii) any remaining Reimbursement
Amount with respect
to a Group I Mortgage Loan as provided in Section 4.01(a) and
(iv) all other
amounts (including any Insurance Proceeds and Compensating
Interest) with
respect to a Group I Mortgage Loan required to be placed in the
Certificate
Account by the Servicer on or before the applicable Remittance
Date or by the
Master Servicer or the Trustee on or prior to the Distribution
Date, but
excluding the following:
(a) amounts received as late payments of principal or interest
with
respect to a Group I Mortgage Loan and respecting which the
Master
Servicer or the Trustee has made one or more unreimbursed
Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse
any
unreimbursed Periodic Advances with respect to a Group I
Mortgage Loan by
the Master Servicer or the Trustee;
(c) that portion of each payment of interest on a particular
Group I
Mortgage Loan which represent (i) the applicable Servicing Fee
and (ii)
the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal
and
interest on Group I Mortgage Loans due after the Due Date
occurring in the
month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers
with respect to Group I Mortgage Loans after the Applicable
Unscheduled
Principal Receipt Period relating to the Distribution Date for
the
applicable type of Unscheduled Principal Receipt, and all
related payments
of interest on such amounts;
(f) all repurchase proceeds with respect to Group I Mortgage
Loans
repurchased by the 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
Group I Mortgage Loan substituted for a Group I 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 Group I Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds
with
respect to any Group I Mortgage Loan which represents any unpaid
Servicing
Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group I Mortgage
Loans;
(j) Month End Interest in respect of Group I Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances
in
respect of Group I Mortgage Loans; and
(l) all other amounts permitted to be withdrawn from the
Certificate
Account, to the extent not covered by clauses (a) through (k)
above, or
not required to be deposited in the Certificate Account under
this
Agreement.
Group I Subordinate Amount: As to any Distribution Date, the
excess
of (i) the Group I Pool Balance over (ii) the Group I-A
Principal Balance.
Group I Subordinated Percentage: As to any Distribution Date,
the
percentage which is the difference between 100% and the Group
I-A Percentage for
such date.
Group I Subordinated Prepayment Percentage: As to any
Distribution
Date, the percentage which is the difference between 100% and
the Group I-A
Prepayment Percentage for such date.
Group I-A Certificate: Any Class I-A-1, Class I-A-2, Class I-A-R
or
Class I-A-LR Certificate.
Group I-A Distribution Amount: As to any Distribution Date and
any
Class of Group I-A Certificates, the amount distributable to
such Class of Group
I-A Certificates pursuant to Paragraphs first clause (A), second
clause (A) and
third clause (A) of Section 4.01(a)(i). As to the Class I-A-IO
Component, the
amount distributable to such Component pursuant to Paragraphs
first clause (A)
and second clause (A) of Section 4.01(a)(i).
Group I-A Interest Accrual Amount: As to any Distribution Date,
the
sum of the Interest Accrual Amounts for the Group I-A
Certificates and Class
I-A-IO Component with respect to such Distribution Date.
Group I-A Interest Percentage: As to any Distribution Date and
any
Class of Group I-A Certificates and the Class I-A-IO Component,
the percentage
calculated by dividing the Interest Accrual Amount of such Class
or Component
(determined without regard to clause (ii) of the definition
thereof) by the
Group I-A Interest Accrual Amount (determined without regard to
clause (ii) of
the definition of each Interest Accrual Amount).
Group I-A Interest Shortfall Amount: As to any Distribution Date
and
any Class of Group I-A Certificates and the Class I-A-IO
Component, any amount
by which the Interest Accrual Amount of such Class or Component
with respect to
such Distribution Date exceeds the amount distributed in respect
of such Class
or Component on such Distribution Date pursuant to Paragraph
first clause (A) of
Section 4.01(a)(i).
Group I-A Loss Denominator: As to any Determination Date, an
amount
equal to the Group I-A Principal Balance.
Group I-A Loss Percentage: As to any Determination Date and
any
Class of Group I-A Certificates, the percentage calculated by
dividing the
Principal Balance of such Class by the Group I-A Loss
Denominator (determined
without regard to any such Principal Balance of any Class of
Group I-A
Certificates not then outstanding), in each case determined as
of the preceding
Determination Date.
Group I-A Optimal Amount: As to any Distribution Date, the sum
for
such Distribution Date of (i) the Group I-A Interest Accrual
Amount, (ii) the
Aggregate Group I-A Unpaid Interest Shortfall and (iii) the
Group I-A Optimal
Principal Amount.
Group I-A Optimal Principal Amount: As to any Distribution Date,
an
amount equal to the sum of (I) the sum, as to each Group I
Mortgage Loan that is
an Outstanding Mortgage Loan, of:
(i) the Group I-A Percentage of the principal portion of the
Monthly Payment due on the Due Date occurring in the month of
such
Distribution Date on such Mortgage Loan;
(ii) the Group I-A Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by
a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such
Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group I-A Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one
month period
ending on the day preceding the Determination Date for such
Distribution
Date, was repurchased by the Seller pursuant to Section 2.02,
2.03 or
3.08; and
(iv) the Group I-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 Group I-A Prepayment Percentage of the Recovery for
Loan Group I
for such Distribution Date.
Group I-A Percentage: As to any Distribution Date occurring on
or
prior to the Subordination Depletion Date for Group I, the
lesser of (i) 100%
and (ii) the percentage obtained by dividing the Group I-A
Principal Balance
(determined as of the Determination Date preceding such
Distribution Date) by
the Group I Pool Balance. As to any Distribution Date occurring
subsequent to
the Subordination Depletion Date for Group I, 100% or such
lesser percentage
which will cause the Group I-A Principal Balance to decline to
zero following
the distribution made on such Distribution Date.
Group I-A Prepayment Percentage: As to any Distribution Date to
and
including the Distribution Date in January 2012, 100%. As to any
Distribution
Date subsequent to January 2012 to and including the
Distribution Date in
January 2013, the Group I-A Percentage as of such Distribution
Date plus 70% of
the Group I Subordinated Percentage as of such Distribution
Date. As to any
Distribution Date subsequent to January 2013 to and including
the Distribution
Date in January 2014, the Group I-A Percentage as of such
Distribution Date plus
60% of the Group I Subordinated Percentage as of such
Distribution Date. As to
any Distribution Date subsequent to January 2014 to and
including the
Distribution Date in January 2015, the Group I-A Percentage as
of such
Distribution Date plus 40% of the Group I Subordinated
Percentage as of such
Distribution Date. As to any Distribution Date subsequent to
January 2015 to and
including the Distribution Date in January 2016, the Group I-A
Percentage as of
such Distribution Date plus 20% of the Group I Subordinated
Percentage as of
such Distribution Date. As to any Distribution Date subsequent
to January 2016,
the Group I-A Percentage as of such Distribution Date.
No reduction of the level of the Group I-A Prepayment
Percentage
shall occur on any Distribution Date unless, as of such
Distribution Date, (A)
the average outstanding principal balance on such Distribution
Date and for the
preceding five Distribution Dates of the Group I Mortgage Loans
that were
delinquent 60 days or more (including for this purpose any Group
I Mortgage
Loans in foreclosure and Group I Mortgage Loans with respect to
which the
related Mortgaged Property has been acquired by the Trust
Estate) does not
exceed 50% of the Group I-B Principal Balance; and (B)
cumulative Realized
Losses on the Group I Mortgage Loans do not exceed the following
percentages of
the Original Group I-B Subordinated Principal Amount: (1) 30%,
if such
Distribution Date occurs between and including February 2012 and
January 2013
(2) 35%, if such Distribution Date occurs between and including
February 2013
and January 2014, (3) 40%, if such Distribution Date occurs
between and
including February 2014 and January 2015, (4) 45%, if such
Distribution Date
occurs between and including February 2015 and January 2016, and
(5) 50%, if
such Distribution Date occurs during or after February 2016.
Notwithstanding the foregoing, with respect to any Distribution
Date
on which the preceding criteria are not met, the reduction of
the Group I-A
Prepayment Percentage described in the second through sixth
sentences of this
definition of Group I-A Prepayment Percentage shall not be
applicable with
respect to such Distribution Date. In such event, the Group I-A
Prepayment
Percentage for such Distribution Date will be determined in
accordance with the
applicable provision, as set forth in the first through fifth
sentences of this
definition, which was actually used to determine the Group I-A
Prepayment
Percentage for the Distribution Date occurring in the January
preceding such
Distribution Date (it being understood that for the purposes of
the
determination of the Group I-A Prepayment Percentage for the
current
Distribution Date, the current Group I-A Percentage and Group I
Subordinated
Percentage shall be utilized).
In addition, if on any Distribution Date, prior to giving effect
to
any distributions on such Distribution Date, (i) the Group I
Subordinated
Percentage is equal to or greater than twice the Group I
Subordinated Percentage
as of the Cut-Off Date, (ii) the average outstanding principal
balance on such
Distribution Date and for the preceding five Distribution Dates
of the Group I
Mortgage Loans that were delinquent 60 days or more (including
for this purpose
any Group I Mortgage Loans in foreclosure and Group I Mortgage
Loans with
respect to which the related Mortgaged Property has been
acquired by the Trust
Estate) does not exceed 50% of the Group I-B Principal Balance
and (iii)(A)
prior to the Distribution Date in February 2008, cumulative
Realized Losses on
the Group I Mortgage Loans do not exceed 20% of the Original
Group I-B
Subordinated Principal Amount, then the Group I-A Prepayment
Percentage for such
Distribution Date will equal the Group I-A Percentage for such
Distribution Date
plus 50% of the Group I Subordinated Percentage for such
Distribution Date or
(B) on or after the Distribution Date in February 2008,
cumulative Realized
Losses on the Group I Mortgage Loans do not exceed 30% of the
Original Group I-B
Subordinated Principal Amount, then the Group I-A Prepayment
Percentage for such
Distribution Date will equal the Group I-A Percentage for such
Distribution
Date.
Notwithstanding the foregoing, if on any Distribution Date,
the
Group I-A Percentage exceeds such percentage as of the Cut-Off
Date, then the
Group I-A Prepayment Percentage will equal 100%.
If on any Distribution Date the allocation to the Group I-A
Certificates of Unscheduled Principal Receipts and other amounts
in the
percentage required above would reduce the Group I-A Principal
Balance below
zero, the Group I-A Prepayment Percentage for such Distribution
Date will be
limited to the percentage necessary to reduce the Group I-A
Principal Balance to
zero. In addition, once the Group I-A Principal Balance has been
reduced to
zero, the Group I-A Prepayment Percentage will be 0%.
With respect to any Distribution Date on which the Group I-A
Prepayment Percentage is reduced below the Group I-A Prepayment
Percentage for
the prior Distribution Date, the Master Servicer shall certify
to the Trustee,
based upon information provided by each Servicer as to the
Mortgage Loans
serviced by it that the criteria set forth in this definition
are met.
Group I-A Principal Balance: As of any date, an amount equal to
the
sum of the Principal Balances for the Group I-A
Certificates.
Group I-A Principal Distribution Amount: As to any
Distribution
Date, the aggregate amount distributed in respect of the Classes
of Group I-A
Certificates pursuant to Paragraph third clause (A) of Section
4.01(a)(i).
Group I-A Shortfall Percentage: As to any Distribution Date and
any
Class of Group I-A Certificates and the Class I-A-IO Component,
the percentage
calculated by dividing the Class A Unpaid Interest Shortfall for
such Class or
Component by the Aggregate Group I-A Unpaid Interest Shortfall,
in each case
determined as of the day preceding the applicable Distribution
Date.
Group I-B Certificate: Any of the Class I-B-1 Certificates,
Class
I-B-2 Certificates, Class I-B-3 Certificates, Class I-B-4
Certificates, Class
I-B-5 Certificates or Class I-B-6 Certificates.
Group I-B Pass-Through Rate: As to any Distribution Date, the
Group
I-B Pass-Through Rate will be a per annum rate equal to the Net
WAC of Group I
Mortgage Loans.
Group I-B Principal Balance: As of any date, an amount equal to
the
sum of the Class I-B-1 Principal Balance, Class I-B-2 Principal
Balance, Class
I-B-3 Principal Balance, Class I-B-4 Principal Balance, Class
I-B-5 Principal
Balance and Class I-B-6 Principal Balance.
Group II: The Group II-A Certificates, Class II-A-IO Component
and
Group II-B Certificates.
Group II Adjusted Pool Amount: With respect to any
Distribution
Date, the aggregate of the Cut-Off Date Principal Balances of
the Group II
Mortgage Loans minus the sum of (i) all amounts in respect of
principal received
in respect of the Group II Mortgage Loans (including, without
limitation,
amounts received as Monthly Payments, Periodic Advances,
Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to
Holders of the
Certificates on such Distribution Date and all prior
Distribution Dates, (ii)
the principal portion of all Liquidated Loan Losses incurred on
such Group II
Mortgage Loans for which the Liquidation Proceeds were received
from the Cut-Off
Date through the end of Applicable Unscheduled Principal Receipt
Period with
respect to Full Unscheduled Principal Receipts for such
Distribution Date and
(iii) the principal portion of all Bankruptcy Losses (other than
Debt Service
Reductions) incurred on the Group II Mortgage Loans from the
Cut-Off Date
through the end of the period corresponding to the Applicable
Unscheduled
Principal Receipt Period with respect to Full Unscheduled
Principal Receipts for
such Distribution Date.
Group II Aggregate Principal Balance: As of any Determination
Date,
the sum of the Group II-A Principal Balance and the Group II-B
Principal Balance
as of such date.
Group II Class B Percentage: Any of the Class II-B-1
Percentage,
Class II-B-2 Percentage, Class II-B-3 Percentage, Class II-B-4
Percentage, Class
II-B-5 Percentage or Class II-B-6 Percentage.
Group II Class B Prepayment Percentage: Any of the Class
II-B-1
Prepayment Percentage, Class II-B-2 Prepayment Percentage, Class
II-B-3
Prepayment Percentage, Class II-B-4 Prepayment Percentage, Class
II-B-5
Prepayment Percentage or Class II-B-6 Prepayment Percentage.
Group II Mortgage Loans: Those Mortgage Loans listed on Exhibit
F-1B
attached hereto.
Group II Pool Balance: As to any Distribution Date, the
aggregate
Scheduled Principal Balances of all Group II Mortgage Loans that
were
Outstanding Mortgage Loans on the Due Date in the month
preceding the month of
such Distribution Date.
Group II Pool Distribution Amount: As of any Distribution Date,
the
funds eligible for distribution to the Group II-A Certificates,
Class II-A-IO
Component and Group II-B Certificates on such Distribution Date,
which shall be
the sum of (i) all previously undistributed payments or other
receipts on
account of principal and interest on or in respect of the Group
II Mortgage
Loans (including, without limitation, the proceeds of any
repurchase of a Group
II Mortgage Loan by the 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 with respect
to Group II
Mortgage Loans by a Servicer pursuant to the related Servicing
Agreement or
Periodic Advances with respect to Group II Mortgage Loans made
by the Master
Servicer or the Trustee pursuant to Section 3.03, (iii) any
remaining
Reimbursement Amount with respect to a Group II Mortgage Loan as
provided in
Section 4.01(a) and (iv) all other amounts (including any
Insurance Proceeds and
Compensating Interest) with respect to a Group II Mortgage Loan
required to be
placed in the Certificate Account by the Servicer on or before
the applicable
Remittance Date or by the Master Servicer or the Trustee on or
prior to the
Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or
interest
with respect to a Group II Mortgage Loan and respecting which
the Master
Servicer or the Trustee has made one or more unreimbursed
Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse
any
unreimbursed Periodic Advances with respect to a Group II
Mortgage Loan by
the Master Servicer or the Trustee;
(c) that portion of each payment of interest on a particular
Group II Mortgage Loan which represents (i) the applicable
Servicing Fee
and (ii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal
and interest on Group II Mortgage Loans due after the Due Date
occurring
in the month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers with respect to Group II Mortgage Loans after the
Applicable
Unscheduled Principal Receipt Period relating to the
Distribution Date for
the applicable type of Unscheduled Principal Receipt, and all
related
payments of interest on such amounts;
(f) all repurchase proceeds with respect to Group II
Mortgage
Loans repurchased by the 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 Group II Mortgage Loan substituted for a Group II
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 Group II Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds
with
respect to any Group II Mortgage Loan which represents any
unpaid
Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group II Mortgage
Loans;
(j) Month End Interest in respect of Group II Mortgage
Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances
in
respect of Group II Mortgage Loans; and
(l) all other amounts permitted to be withdrawn from the
Certificate Account, to the extent not covered by clauses (a)
through (k)
above, or not required to be deposited in the Certificate
Account under
this Agreement.
Group II Subordinate Amount: As to any Distribution Date, the
excess
of (i) the Group II Pool Balance over (ii) the Group II-A
Principal Balance.
Group II Subordinated Percentage: As to any Distribution Date,
the
percentage which is the difference between 100% and the Group
II-A Percentage
for such date.
Group II Subordinated Prepayment Percentage: As to any
Distribution
Date, the percentage which is the difference between 100% and
the Group II-A
Prepayment Percentage for such date.
Group II-A Certificate: Any Class II-A-1 Certificate.
Group II-A Distribution Amount: As to any Distribution Date and
any
Class of Group II-A Certificates, the amount distributable to
such Class of
Group II-A Certificates pursuant to Paragraphs first clause (B),
second clause
(B) and third clause (B) of Section 4.01(a)(i). As to the Class
II-A-IO
Component, the amount distributable to such Component pursuant
to Paragraphs
first clause (B) and second clause (B) of Section
4.01(a)(i).
Group II-A Interest Accrual Amount: As to any Distribution Date,
the
sum of the Interest Accrual Amounts for the Classes of Group
II-A Certificates
and Class II-A-IO Component with respect to such Distribution
Date.
Group II-A Interest Percentage: As to any Distribution Date and
any
Class of Group II-A Certificates and Class II-A-IO Component,
the percentage
calculated by dividing the Interest Accrual Amount of such Class
or Component
(determined without regard to clause (ii) of the definition
thereof) by the
Group II-A Interest Accrual Amount (determined without regard to
clause (ii) of
the definition of each Interest Accrual Amount).
Group II-A Interest Shortfall Amount: As to any Distribution
Date
and any Class of Group II-A Certificates and Class II-A-IO
Component, any amount
by which the Interest Accrual Amount of such Class or Component
with respect to
such Distribution Date exceeds the amount distributed in respect
of such Class
or Component on such Distribution Date pursuant to Paragraph
first clause (B) of
Section 4.01(a)(i).
Group II-A Loss Denominator: As to any Determination Date, an
amount
equal to the Group II-A Principal Balance.
Group II-A Loss Percentage: As to any Determination Date and
any
Class of Group II-A Certificates, the percentage calculated by
dividing the
Principal Balance of such Class by the Group II-A Loss
Denominator (determined
without regard to any such Principal Balance of any Class of
Group II-A
Certificates not then outstanding), in each case determined as
of the preceding
Determination Date.
Group II-A Optimal Amount: As to any Distribution Date, the sum
for
such Distribution Date of (i) the Group II-A Interest Accrual
Amount, (ii) the
Aggregate Group II-A Unpaid Interest Shortfall and (iii) the
Group II-A Optimal
Principal Amount.
Group II-A Optimal Principal Amount: As to any Distribution
Date, an
amount equal to the sum of (I) the sum, as to each Group II
Mortgage Loan that
is an Outstanding Mortgage Loan, of:
(i) the Group II-A Percentage of the principal portion of
the
Monthly Payment due on the Due Date occurring in the month of
such
Distribution Date on such Mortgage Loan;
(ii) the Group II-A Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by
a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such
Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group II-A Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one
month period
ending on the day preceding the Determination Date for such
Distribution
Date, was repurchased by the Seller pursuant to Section 2.02,
2.03 or
3.08; and
(iv) the Group II-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 Group II-A Prepayment Percentage of the Recovery for
Loan Group
II for such Distribution Date.
Group II-A Percentage: As to any Distribution Date occurring on
or
prior to the Subordination Depletion Date for Group II, the
lesser of (i) 100%
and (ii) the percentage obtained by dividing the Group II-A
Principal Balance
(determined as of the Determination Date preceding such
Distribution Date) by
the Group II Pool Balance. As to any Distribution Date occurring
subsequent to
the Subordination Depletion Date for Group II, 100% or such
lesser percentage
which will cause the Group II-A Principal Balance to decline to
zero following
the distribution made on such Distribution Date.
Group II-A Prepayment Percentage: As to any Distribution Date to
and
including the Distribution Date in January 2010, 100%. As to any
Distribution
Date subsequent to January 2010 to and including the
Distribution Date in
January 2011, the Group II-A Percentage as of such Distribution
Date plus 70% of
the Group II Subordinated Percentage as of such Distribution
Date. As to any
Distribution Date subsequent to January 2011 to and including
the Distribution
Date in January 2012, the Group II-A Percentage as of such
Distribution Date
plus 60% of the Group II Subordinated Percentage as of such
Distribution Date.
As to any Distribution Date subsequent to January 2012 to and
including the
Distribution Date in January 2013, the Group II-A Percentage as
of such
Distribution Date plus 40% of the Group II Subordinated
Percentage as of such
Distribution Date. As to any Distribution Date subsequent to
January 2013 to and
including the Distribution Date in January 2014, the Group II-A
Percentage as of
such Distribution Date plus 20% of the Group II Subordinated
Percentage as of
such Distribution Date. As to any Distribution Date subsequent
to January 2014,
the Group II-A Percentage as of such Distribution Date.
No reduction of the level of the Group II-A Prepayment
Percentage
shall occur on any Distribution Date unless, as of such
Distribution Date, (A)
the average outstanding principal balance on such Distribution
Date and for the
preceding five Distribution Dates of the Group II Mortgage Loans
that were
delinquent 60 days or more (including for this purpose any Group
II Mortgage
Loans in foreclosure and Group II Mortgage Loans with respect to
which the
related Mortgaged Property has been acquired by the Trust
Estate) does not
exceed 50% of the Group II-B Principal Balance; and (B)
cumulative Realized
Losses on the Group II Mortgage Loans do not exceed the
following percentages of
the Original Group II-B Subordinated Principal Amount: (1) 30%,
if such
Distribution Date occurs between and including February 2010 and
January 2011
(2) 35%, if such Distribution Date occurs between and including
February 2011
and January 2012, (3) 40%, if such Distribution Date occurs
between and
including February 2012 and January 2013, (4) 45%, if such
Distribution Date
occurs between and including February 2013 and January 2014, and
(5) 50%, if
such Distribution Date occurs during or after February 2014.
Notwithstanding the foregoing, with respect to any Distribution
Date
on which the preceding criteria are not met, the reduction of
the Group II-A
Prepayment Percentage described in the second through sixth
sentences of this
definition of Group II-A Prepayment Percentage shall not be
applicable with
respect to such Distribution Date. In such event, the Group II-A
Prepayment
Percentage for such Distribution Date will be determined in
accordance with the
applicable provision, as set forth in the first through fifth
sentences of this
definition, which was actually used to determine the Group II-A
Prepayment
Percentage for the Distribution Date occurring in the January
preceding such
Distribution Date (it being understood that for the purposes of
the
determination of the Group II-A Prepayment Percentage for the
current
Distribution Date, the current Group II-A Percentage and Group
II Subordinated
Percentage shall be utilized).
In addition, if on any Distribution Date, prior to giving effect
to
any distributions on such Distribution Date, (i) the Group II
Subordinated
Percentage is equal to or greater than twice the Group II
Subordinated
Percentage as of the Cut-Off Date, (ii) the average outstanding
principal
balance on such Distribution Date and for the preceding five
Distribution Dates
of the Group II Mortgage Loans that were delinquent 60 days or
more (including
for this purpose any Group II Mortgage Loans in foreclosure and
Group II
Mortgage Loans with respect to which the related Mortgaged
Property has been
acquired by the Trust Estate) does not exceed 50% of the Group
II-B Principal
Balance and (iii)(A) prior to the Distribution Date in February
2008, cumulative
Realized Losses on the Group II Mortgage Loans do not exceed 20%
of the Original
Group II-B Subordinated Principal Amount, then the Group II-A
Prepayment
Percentage for such Distribution Date will equal the Group II-A
Percentage for
such Distribution Date plus 50% of the Group II Subordinated
Percentage for such
Distribution Date or (B) on or after the Distribution Date in
February 2008,
cumulative Realized Losses on the Group II Mortgage Loans do not
exceed 30% of
the Original Group II-B Subordinated Principal Amount, then the
Group II-A
Prepayment Percentage for such Distribution Date will equal the
Group II-A
Percentage for such Distribution Date.
Notwithstanding the foregoing, if on any Distribution Date,
the
Group II-A Percentage exceeds such percentage as of the Cut-Off
Date, then the
Group II-A Prepayment Percentage will equal 100%.
If on any Distribution Date the allocation to the Group II-A
Certificates of Unscheduled Principal Receipts and other amounts
in the
percentage required above would reduce the Group II-A Principal
Balance below
zero, the Group II-A Prepayment Percentage for such Distribution
Date will be
limited to the percentage necessary to reduce the Group II-A
Principal Balance
to zero. In addition, once the Group II-A Principal Balance has
been reduced to
zero, the Group II-A Prepayment Percentage will be 0%.
With respect to any Distribution Date on which the Group
II-A
Prepayment Percentage is reduced below the Group II-A Prepayment
Percentage for
the prior Distribution Date, the Master Servicer shall certify
to the Trustee,
based upon information provided by each Servicer as to the
Mortgage Loans
serviced by it that the criteria set forth in this definition
are met.
Group II-A Principal Balance: As of any date, an amount equal to
the
sum of the Principal Balances for the Group II-A
Certificates.
Group II-A Principal Distribution Amount: As to any
Distribution
Date, the aggregate amount distributed in respect of the Classes
of Group II-A
Certificates pursuant to Paragraph third clause (B) of Section
4.01(a)(i).
Group II-A Shortfall Percentage: As to any Distribution Date and
any
Class of Group II-A Certificates and Class II-A-IO Component,
the percentage
calculated by dividing the Class A Unpaid Interest Shortfall for
such Class or
Component by the Aggregate Group II-A Unpaid Interest Shortfall,
in each case
determined as of the day preceding the applicable Distribution
Date.
Group II-B Certificate: Any of the Class II-B-1 Certificates,
Class
II-B-2 Certificates, Class II-B-3 Certificates, Class II-B-4
Certificates, Class
II-B-5 Certificates or Class II-B-6 Certificates.
Group II-B Pass-Through Rate: As to any Distribution Date, the
Group
II-B Pass-Through Rate will be a per annum rate equal to the Net
WAC of the
Group II Mortgage Loans.
Group II-B Principal Balance: As of any date, an amount equal to
the
sum of the Class II-B-1 Principal Balance, Class II-B-2
Principal Balance, Class
II-B-3 Principal Balance, Class II-B-4 Principal Balance, Class
II-B-5 Principal
Balance and Class II-B-6 Principal Balance.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person,
such
Person who (i) is in fact independent of the 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 (other than the Class A-IO
Certificates), (i) the
product of (a) 1/12th of the Class A Pass-Through Rate for such
Class and (b)
the Principal Balance of such Class as of the Determination Date
immediately
preceding such Distribution Date minus (ii) the sum of (A) the
Group I-A
Interest Percentage or Group II-A Interest Percentage, as
applicable, of such
Class of the interest portion of any Realized Losses allocated
to the Group I-A
Certificates or to the Group II-A Certificates, as applicable,
on or after the
Subordination Depletion Date for such Group pursuant to Section
4.02(c) and (B)
the Group I-A Interest Percentage or Group II-A Interest
Percentage, as
applicable, of any Non-Supported Interest Shortfall or Relief
Act Shortfall
allocated to the Class A Certificates of such Group with respect
to such
Distribution Date. As to any Distribution Date and the Class
I-A-IO Component,
the Class I-A-IO Interest Accrual Amount. As to any Distribution
Date and the
Class II-A-IO Component, the Class II-A-IO Interest Accrual
Amount. As to any
Distribution Date and the Class A-IO Certificates, the sum of
the Class I-A-IO
Interest Accrual Amount and the Class II-A-IO Interest Accrual
Amount.
As to any Distribution Date and any Class of Class B
Certificates of
a Group, an amount equal to (i) the product of 1/12th of the
applicable Class B
Pass-Through Rate and the Principal Balance of such Class as of
the
Determination Date preceding such Distribution Date minus (ii)
the Class B
Interest Percentage of such Class of the sum of any
Non-Supported Interest
Shortfall and any Relief Act Shortfall allocated to the Class B
Certificates of
such Group with respect to such Distribution Date.
Letter of Credit: As defined in the Wells Fargo Bank
Servicing
Agreement.
Liquidated Loan: A Mortgage Loan with respect to which the
related
Mortgaged Property has been acquired, liquidated or foreclosed
and with respect
to which the applicable Servicer determines that all Liquidation
Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date,
the
aggregate of the amount of losses with respect to each Mortgage
Loan which
became a Liquidated Loan during the Applicable Unscheduled
Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for
such Distribution
Date, equal to the excess of (i) the unpaid principal balance of
each such
Liquidated Loan, plus accrued interest thereon in accordance
with the
amortization schedule at the time applicable thereto at the
applicable Net
Mortgage Interest Rate from the Due Date as to which interest
was last paid with
respect thereto through the last day of the month preceding the
month in which
such Distribution Date occurs, over (ii) Net Liquidation
Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in
connection
with the liquidation of any defaulted Mortgage Loan or property
acquired in
respect thereof (including, without limitation, legal fees and
expenses,
committee or referee fees, and, if applicable, brokerage
commissions and
conveyance taxes), any unreimbursed advances expended by such
Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trustee
pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed
advances for
real property taxes or for property restoration or preservation
of the related
Mortgaged Property. Liquidation Expenses shall not include any
previously
incurred expenses in respect of an REO Mortgage Loan which have
been netted
against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer
(including
Insurance Proceeds) or PMI Advances made by a Servicer in
connection with the
liquidation of defaulted Mortgage Loans or property acquired in
respect thereof,
whether through foreclosure, sale or otherwise, including
payments in connection
with such Mortgage Loans received from the Mortgagor, other than
amounts
required to be paid to the Mortgagor pursuant to the terms of
the applicable
Mortgage or to be applied otherwise pursuant to law.
Liquidation Profits: As to any Distribution Date and any
Mortgage
Loan that became a Liquidated Loan during the Applicable
Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal
Receipts for such
Distribution Date, the excess, if any, of (i) Net Liquidation
Proceeds in
respect of such Liquidated Loan over (ii) the unpaid principal
balance of such
Liquidated Loan plus accrued interest thereon in accordance with
the
amortization schedule at the time applicable thereto at the
applicable Net
Mortgage Interest Rate from the Due Date to which interest was
last paid with
respect thereto through the last day of the month preceding the
month in which
such Distribution Date occurs.
Loan Group: Either Loan Group I or Loan Group II.
Loan Group I: The Group I Mortgage Loans.
Loan Group II: The Group II Mortgage Loans.
Loan-to-Value Ratio: The ratio, expressed as a percentage,
the
numerator of which is the principal balance of a particular
Mortgage Loan at
origination and the denominator of which is the lesser of (x)
the appraised
value of the related Mortgaged Property determined in the
appraisal used by the
originator at the time of origination of such Mortgage Loan, and
(y) if the
Mortgage is originated in connection with a sale of the
Mortgaged Property, the
sale price for such Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section
4.01(a)(ii).
Lower-Tier REMIC: One of two separate REMICs comprising the
Trust
Estate, the assets of which consist of the Mortgage Loans, such
amounts as shall
from time to time be held in the Certificate Account, the
insurance policies, if
any, relating to a Mortgage Loan and property which secured a
Mortgage Loan and
which has been acquired by foreclosure or deed in lieu of
foreclosure.
Master Servicer: Wells Fargo Bank, or its successor in
interest.
Initially, the Master Servicer functions shall be performed by
the Corporate
Trust Services division of Wells Fargo Bank.
Master 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 11.25.
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 January 18, 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 Exhibit F-1A and Exhibit F-1B, 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 11.24
with respect to such Mortgage Loan and (b) the Master Servicing
Fee Rate, as set
forth in Section 11.25 with respect to such Mortgage Loan. Any
regular monthly
computation of interest at such rate shall be based upon annual
interest at such
rate on the applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net
of
any related expenses of the Servicer.
Net WAC: As to either Loan Group and any Distribution Date, a
per
annum rate equal to the weighted average of the Net Mortgage
Interest Rates of
the Mortgage Loans in such Loan Group (based on the Scheduled
Principal Balances
of the Mortgage Loans in such Loan Group on the first day of the
month preceding
the month in which such Distribution Date occurs).
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Nonrecoverable Advance: Any portion of a Periodic Advance
previously
made or proposed to be made in respect of a Mortgage Loan which
has not been
previously reimbursed to the Servicer, the Master Servicer or
the Trustee, as
the case may be, and which the Servicer, the Master Servicer or
the Trustee
determines will not, or in the case of a proposed Periodic
Advance would not, be
ultimately recoverable from Liquidation Proceeds or other
recoveries in respect
of the related Mortgage Loan. The determination by the Servicer,
the Master
Servicer or the Trustee (i) that it has made a Nonrecoverable
Advance or (ii)
that any proposed Periodic Advance, if made, would constitute a
Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the
Servicer
delivered to the Master Servicer for redelivery to the Trustee
or, in the case
of a Master Servicer determination, an Officer's Certificate of
the Master
Servicer delivered to the Trustee, in each case detailing the
reasons for such
determination.
Non-Supported Interest Shortfall: With respect to any
Distribution
Date and either Loan Group, the sum of (i) the excess, if any,
of the aggregate
Prepayment Interest Shortfall on the Mortgage Loans of such Loan
Group over the
aggregate Compensating Interest with respect to the related
Group for such
Distribution Date and (ii) Curtailment Interest Shortfalls with
respect to such
Loan Group for such Distribution Date. With respect to each
Distribution Date
occurring on or after the Subordination Depletion Date for Group
I or Group II,
as the case may be, the Non-Supported Interest Shortfall for the
related Loan
Group determined pursuant to the preceding sentence will be
increased by the
amount of any Subordination Depletion Date Interest Shortfall
with respect to
such Loan Group for such Distribution Date. Any Non-Supported
Interest Shortfall
will be allocated to (a) (i) the Group I-A Certificates and the
Class I-A-IO
Component according to the percentage obtained by dividing the
Group I-A
Principal Balance by the Group I Aggregate Principal Balance or
(ii) Group II-A
Certificates and the Class II-A-IO Component according to the
percentage
obtained by dividing the Group II-A Principal Balance by the
Group II Aggregate
Principal Balance and (b) (i) the Group I-B Certificates
according to the
percentage obtained by dividing the Group I-B Principal Balance
by the Group II
Aggregate Principal Balance or (ii) the Group II-B Certificates
according to the
percentage obtained by dividing the Group II-B Principal Balance
by the Group II
Aggregate Principal Balance.
Non-U.S. Person: As defined in Section 4.01(g).
Notional Amount: Either of the Class 1-A-IO Notional Amount or
Class
II-A-IO Notional Amount.
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 of a Group and any Distribution Date, an Optimal
Adjustment Event
will occur with respect to such Class if: (i) the Principal
Balance of such
Class on the Determination Date succeeding such Distribution
Date would have
been reduced to zero (regardless of whether such Principal
Balance was reduced
to zero as a result of principal distribution or the allocation
of Realized
Losses to such Group) and (ii)(a) the Principal Balance of any
Class of Class A
Certificates of such Group would be subject to further reduction
as a result of
the third sentence of the definition of Principal Balance or (b)
the Principal
Balance of a Class of Class B Certificates of such Group with a
lower numerical
designation would be reduced with respect to such Distribution
Date as a result
of the application of the proviso in the definition of Class
I-B-1 Principal
Balance, Class I-B-2 Principal Balance, Class I-B-3 Principal
Balance, Class
I-B-4 Principal Balance, Class I-B-5 Principal Balance, Class
I-B-6 Principal
Balance, Class II-B-1 Principal Balance, Class II-B-2 Principal
Balance, Class
II-B-3 Principal Balance, Class II-B-4 Principal Balance, Class
II-B-5 Principal
Balance or Class II-B-6 Principal Balance.
Original Class I-A-IO Notional Amount: The Original Class
I-A-IO
Notional Amount, as set forth in Section 11.05(a).
Original Class II-A-IO Notional Amount: The Original Class
II-A-IO
Notional Amount, as set forth in Section 11.05(b).
Original Class I-B-1 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum
of the Original
Class I-B-2 Principal Balance, the Original Class I-B-3
Principal Balance, the
Original Class I-B-4 Principal Balance, the Original Class I-B-5
Principal
Balance and the Original Class I-B-6 Principal Balance by the
Cut-Off Date Group
I Aggregate Principal Balance. The Original Class I-B-1
Fractional Interest is
specified in Section 11.10.
Original Class I-B-2 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum
of the Original
Class I-B-3 Principal Balance, the Original Class I-B-4
Principal Balance, the
Original Class I-B-5 Principal Balance and the Original Class
I-B-6 Principal
Balance by the Cut-Off Date Group I Aggregate Principal Balance.
The Original
Class I-B-2 Fractional Interest is specified in Section
11.11.
Original Class I-B-3 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum
of the Original
Class I-B-4 Principal Balance, the Original Class I-B-5
Principal Balance and
the Original Class I-B-6 Principal Balance by the Cut-Off Date
Group I Aggregate
Principal Balance. The Original Class I-B-3 Fractional Interest
is specified in
Section 11.12.
Original Class I-B-4 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum
of the Original
Class I-B-5 Principal Balance and the Original Class I-B-6
Principal Balance by
the Cut-Off Date Group I Aggregate Principal Balance. The
Original Class I-B-4
Fractional Interest is specified in Section 11.13.
Original Class I-B-5 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the
Original Class I-B-6
Principal Balance by the Cut-Off Date Group I Aggregate
Principal Balance. The
Original Class I-B-5 Fractional Interest is specified in Section
11.14.
Original Class I-B-1 Principal Balance: The Class I-B-1
Principal
Balance as of the Cut-Off Date, as set forth in Section
11.09.
Original Class I-B-2 Principal Balance: The Class I-B-2
Principal
Balance as of the Cut-Off Date, as set forth in Section
11.09.
Original Class I-B-3 Principal Balance: The Class I-B-3
Principal
Balance as of the Cut-Off Date, as set forth in Section
11.09.
Original Class I-B-4 Principal Balance: The Class I-B-4
Principal
Balance as of the Cut-Off Date, as set forth in Section
11.09.
Original Class I-B-5 Principal Balance: The Class I-B-5
Principal
Balance as of the Cut-Off Date, as set forth in Section
11.09.
Original Class I-B-6 Principal Balance: The Class I-B-6
Principal
Balance as of the Cut-Off Date, as set forth in Section
11.09.
Original Class II-B-1 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum
of the Original
Class II-B-2 Principal Balance, the Original Class II-B-3
Principal Balance, the
Original Class II-B-4 Principal Balance, the Original Class
II-B-5 Principal
Balance and the Original Class II-B-6 Principal Balance by the
Cut-Off Date
Group II Aggregate Principal Balance. The Original Class II-B-1
Fractional
Interest is specified in Section 11.15.
Original Class II-B-2 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum
of the Original
Class II-B-3 Principal Balance, the Original Class II-B-4
Principal Balance, the
Original Class II-B-5 Principal Balance and the Original Class
II-B-6 Principal
Balance by the Cut-Off Date Group II Aggregate Principal
Balance. The Original
Class II-B-2 Fractional Interest is specified in Section
11.16.
Original Class II-B-3 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum
of the Original
Class II-B-4 Principal Balance, the Original Class II-B-5
Principal Balance and
the Original Class II-B-6 Principal Balance by the Cut-Off Date
Group II
Aggregate Principal Balance. The Original Class II-B-3
Fractional Interest is
specified in Section 11.17.
Original Class II-B-4 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum
of the Original
Class II-B-5 Principal Balance and the Original Class II-B-6
Principal Balance
by the Cut-Off Date Group II Aggregate Principal Balance. The
Original Class
II-B-4 Fractional Interest is specified in Section 11.18.
Original Class II-B-5 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the
Original Class II-B-6
Principal Balance by the Cut-Off Date Group II Aggregate
Principal Balance. The
Original Class II-B-5 Fractional Interest is specified in
Section 11.19.
Original Class II-B-1 Principal Balance: The Class II-B-1
Principal
Balance as of the Cut-Off Date, as set forth in Section
11.09.
Original Class II-B-2 Principal Balance: The Class II-B-2
Principal
Balance as of the Cut-Off Date, as set forth in Section
11.09.
Original Class II-B-3 Principal Balance: The Class II-B-3
Principal
Balance as of the Cut-Off Date, as set forth in Section
11.09.
Original Class II-B-4 Principal Balance: The Class II-B-4
Principal
Balance as of the Cut-Off Date, as set forth in Section
11.09.
Original Class II-B-5 Principal Balance: The Class II-B-5
Principal
Balance as of the Cut-Off Date, as set forth in Section
11.09.
Original Class II-B-6 Principal Balance: The Class II-B-6
Principal
Balance as of the Cut-Off Date, as set forth in Section
11.09.
Original Class A-IO Notional Amount: The sum of the Original
Class
I-A-IO Notional Amount and Original Class II-A-IO Notional
Amount.
Original Class B Principal Balance: The sum of the Original
Class
I-B-1 Principal Balance, Original Class I-B-2 Principal Balance,
Original Class
I-B-3 Principal Balance, Original Class I-B-4 Principal Balance,
Original Class
I-B-5 Principal Balance, Original Class I-B-6 Principal Balance,
Original Class
II-B-1 Principal Balance, Original Class II-B-2 Principal
Balance, Original
Class II-B-3 Principal Balance, Original Class II-B-4 Principal
Balance,
Original Class II-B-5 Principal Balance and Original Class
II-B-6 Principal
Balance, as set forth in Section 11.09.
Original Group I-A Percentage: The Group I-A Percentage as of
the
Cut-Off Date, as set forth in Section 11.03(a).
Original Group I-B Principal Balance: The Group I-B
Principal
Balance as of the Cut-Off Date, as set forth in Section
11.08(a).
Original Group I-B Subordinated Principal Amount: The Group
I-B
Principal Balance as of the Cut-Off Date.
Original Group II-A Percentage: The Group II-A Percentage as of
the
Cut-Off Date, as set forth in Section 11.03(b).
Original Group II-B Principal Balance: The Group II-B
Principal
Balance as of the Cut-Off Date, as set forth in Section
11.08(b).
Original Group II-B Subordinated Principal Amount: The Group
II-B
Principal Balance as of the Cut-Off Date.
Original Principal Balance: Any of the Original Principal
Balances
of the Classes of Class A Certificates as set forth in Section
11.04; the
Original Class I-B-1 Principal Balance, Original Class I-B-2
Principal Balance,
Original Class I-B-3 Principal Balance, Original Class I-B-4
Principal Balance,
Original Class I-B-5 Principal Balance, Original Class I-B-6
Principal Balance,
Original Class II-B-1 Principal Balance, Original Class II-B-2
Principal
Balance, Original Class II-B-3 Principal Balance, Original Class
II-B-4
Principal Balance, Original Class II-B-5 Principal Balance or
Original Class
II-B-6 Principal Balance as set forth in Section 11.09.
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
(other
than the Class A-IO Certificates) of a Class, the undivided
percentage interest
obtained by dividing the original principal balance of such
Certificate by the
Original Principal Balance of such Class of Class A
Certificates. With respect
to the Class A-IO Certificate, the undivided percentage interest
obtained by
dividing the original notional amount evidenced by such
Certificate by the
Original Class A-IO Notional Amount. 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).
Pledge Holder: As defined in the Wells Fargo Bank Servicing
Agreement.
Pledged Asset Mortgage Loans: The Mortgage Loans listed on
Exhibit Q
for which Letters of Credit have been issued.
PMI Advance: As defined in the related Servicing Agreement,
if
applicable.
Pool Balance: Either of the Group I Pool Balance or Group II
Pool
Balance.
Pool Scheduled Principal Balance: The sum of the Group I
Pool
Balance and Group II Pool Balance.
Prepayment In Full: With respect to any Mortgage Loan, a
Mortgagor
payment consisting of a Principal Prepayment in the amount of
the outstanding
principal balance of such loan and resulting in the full
satisfaction of such
obligation.
Prepayment Interest Shortfall: On any Distribution Date, the
amount
of interest, if any, that would have accrued on any Mortgage
Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest
Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in
the case of a
Prepayment in Full where the Applicable Unscheduled Principal
Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment
in Full is on
or after the Determination Date in the month prior to the month
of such
Distribution Date and prior to the first day of the month of
such Distribution
Date) through the last day of the month prior to the month of
such Distribution
Date.
Principal Adjustment: In the event that the Class I-B-1
Optimal
Principal Amount, Class I-B-2 Optimal Principal Amount, Class
I-B-3 Optimal
Principal Amount, Class I-B-4 Optimal Principal Amount, Class
I-B-5 Optimal
Principal Amount, Class I-B-6 Optimal Principal Amount, Class
II-B-1 Optimal
Principal Amount, Class II-B-2 Optimal Principal Amount, Class
II-B-3 Optimal
Principal Amount, Class II-B-4 Optimal Principal Amount, Class
II-B-5 Optimal
Principal Amount or Class II-B-6 Optimal Principal Amount is
calculated in
accordance with the proviso in such definition with respect to
any Distribution
Date, the Principal Adjustment for such Class of Class B
Certificates shall
equal the difference between (i) the amount that would have been
distributed to
such Class as principal in accordance with Section 4.01(a)(i)
for such
Distribution Date, calculated without regard to such proviso and
assuming there
are no Principal Adjustments for such Distribution Date and (ii)
the Adjusted
Principal Balance for such Class.
Principal Balance: As of the first Determination Date and as to
any
Class of Class A Certificates (other than the Class A-IO
Certificates), the
Original Principal Balance of such Class. As of any subsequent
Determination
Date prior to the applicable Subordination Depletion Date and as
to any Class of
Group I-A Certificates or Group II-A Certificates, as the case
may be, the
Original Principal Balance of such Class less the sum of all
amounts previously
distributed in respect of such Class on prior Distribution Dates
(i) pursuant to
Paragraph third of Section 4.01(a)(i) and (ii) as a result of a
Principal
Adjustment. After the applicable Subordination Depletion Date,
each such
Principal Balance of a Class of Group I-A Certificates or Group
II-A
Certificates, as the case may be, will also be reduced (if
clause (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
Group I-A Loss
Percentage or Group II-A Loss Percentage, as applicable, of such
Class and the
difference, if any, between (i) the Group I-A Principal Balance
or Group II-A
Principal Balance, as applicable, as of such Determination Date
without regard
to this sentence and (ii) the Group I Adjusted Pool Amount or
Group II Adjusted
Pool Amount, as applicable, for the preceding Distribution Date;
provided,
however, that the amount of any such reduction for the Class
I-A-1 Certificates
will be decreased by the Class I-A-2 Loss Allocation Amount.
After the
Subordination Depletion Date for Group I, the Principal Balance
of the Class
I-A-2 Certificates will additionally be reduced by the Class
I-A-2 Loss
Allocation Amount. In addition, any increase allocated to the
Class I-A-1
Certificates pursuant to the third sentence above will instead
increase the
Principal Balance of the Class I-A-2 Certificates.
Notwithstanding the
foregoing, on any Distribution Date in which the Class I-A-1
Loss Amount exceeds
the Principal Balance of the Class I-A-2 Certificates prior to
any reduction for
the Class I-A-2 Loss Allocation Amount, such excess will be
allocated in
reduction of the Principal Balance of the Class I-A-1
Certificates.
The Class A-IO Certificates are interest only Certificates and
have
no Principal Balance.
As to the Class B Certificates, the Class I-B-1 Principal
Balance,
Class I-B-2 Principal Balance, Class I-B-3 Principal Balance,
Class I-B-4
Principal Balance, Class I-B-5 Principal Balance, Class I-B-6
Principal Balance,
the Class II-B-1 Principal Balance, Class II-B-2 Principal
Balance, Class II-B-3
Principal Balance, Class II-B-4 Principal Balance, Class II-B-5
Principal
Balance and Class II-B-6 Principal Balance, respectively.
Notwithstanding the foregoing, no Principal Balance of a Class
will
be increased on any Determination Date such that the Principal
Balance of such
Class exceeds its Original Principal Balance less all amounts
previously
distributed in respect of such Class on prior Distribution Dates
pursuant to
Paragraph third clauses (A) or (B) of Section 4.01(a)(i) or
Paragraphs sixth,
ninth, twelfth, fifteenth, eighteenth or twenty-first of Section
4.01(a)(i).
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 November 16, 2004 as
supplemented
by the prospectus supplement dated January 13, 2005, relating to
the Class A,
Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class
II-B-2 and Class
II-B-3 Certificates.
Prudent Servicing Practices: The standard of care set forth in
each
Servicing Agreement.
Rate Ceiling: The maximum per annum Mortgage Interest Rate
permitted
under the related Mortgage Note.
Rating Agency: Any nationally recognized statistical credit
rating
agency, or its successor, that rated one or more Classes of the
Certificates at
the request of the Seller at the time of the initial issuance of
the
Certificates. The Rating Agencies for the Class A Certificates
and Class I-B-1,
Class I-B-2, Class I-B-3, Class I-B-4, Class II-B-1, Class
II-B-2, Class II-B-3
Certificates are S&P and Moody's. The Rating Agency for the
Class I-B-5, Class
II-B-4 and Class II-B-5 Certificates is S&P. 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 A-1 in the case of S&P, P-1 in the case of
Moody's, and in the case
of any other Rating Agency shall mean its equivalent of such
ratings. References
herein to the highest long-term rating categories of a Rating
Agency shall mean
AAA in the case of S&P and Aaa in the case of Moody's, and
in the case of any
other Rating Agency shall mean its equivalent of such ratings
without any plus
or minus.
Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses incurred on Liquidated Loans for which
the Liquidation
Proceeds were received during the Applicable Unscheduled
Principal Receipt
Period with respect to Full Unscheduled Principal Receipts with
respect to such
Distribution Date and (ii) Bankruptcy Losses incurred during the
period
corresponding to the Applicable Unscheduled Principal Receipt
Period with
respect to Full Unscheduled Principal Receipts for such
Distribution Date.
Record Date: The last Business Day of the month preceding the
month
of the related Distribution Date.
Recovery: As to any Distribution Date and each Loan Group, the
sum
of all amounts received (net of any reimbursable expenses) for
Group I Mortgage
Loans or Group II Mortgage Loans, as applicable, 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) (i) the Group I-A
Certificates and Class
I-A-IO Component according to the percentage obtained by
dividing the Group I-A
Principal Balance by the Group I Aggregate Principal Balance or
(ii) the Group
II-A Certificates and Class II-A-IO Component according to the
percentage
obtained by dividing the Group II-A Principal Balance by the
Group II Aggregate
Principal Balance and (b) (i) the Group I-B Certificates
according to the
percentage obtained by dividing the Group I-B Principal Balance
by the Group I
Aggregate Principal Balance or (ii) the Group II-B Certificates
according to the
percentage obtained by dividing the Group II-B Principal Balance
by the Group II
Aggregate Principal Balance.
REMIC: A "real estate mortgage investment conduit" as defined
in
Code Section 860D.
REMIC Provisions: Provisions of the federal income tax law
relating
to REMICs, which appear at Sections 860A through 860G of Part IV
of Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions,
and U.S.
Department of the Treasury temporary, proposed or final
regulations promulgated
thereunder, as the foregoing are in effect (or with respect to
proposed
regulations, are proposed to be in effect) from time to
time.
Remittance Date: As defined in each of the Servicing
Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated
Loan
and as to which the indebtedness evidenced by the related
Mortgage Note is
discharged and the related Mortgaged Property is held as part of
the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage
Loan
(including, without limitation, proceeds from the rental of the
related
Mortgaged Property).
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.
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies,
Inc., or its successor in interest.
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 11.24.
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 11.23.
Startup Day: As defined in Section 2.05.
Subordination Depletion Date: With respect to each Group,
the
Distribution Date preceding the first Distribution Date on which
each of the
Group I-A Percentage and Group II-A Percentage, as applicable,
(in each case,
determined pursuant to clause (ii) of the definition thereof)
equals or exceeds
100%.
Subordination Depletion Date Interest Shortfall: With respect
to
either Loan Group and any Distribution Date that occurs on or
after the
applicable Subordination Depletion Date with respect to any
Unscheduled
Principal Receipt (other than a Prepayment in Full or
Curtailment) with respect
to such Loan Group:
(A) in the case where the Applicable Unscheduled Principal
Receipt Period is the Mid-Month Receipt Period and such
Unscheduled Principal Receipt is received by the Servicer
on or after the Determination Date in the month preceding
the month of such Distribution Date but prior to the first
day of the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage
Interest Rate on the amount of such Unscheduled Principal
Receipt from the day of its receipt or, if earlier, its
application by the Servicer through the last day of the
month preceding the month of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal
Receipt
Period is the Prior Month Receipt Period and such
Unscheduled
Principal Receipt is received by the Servicer during the
month
preceding the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage
Interest
Rate on the amount of such Unscheduled Principal Receipt
from
the day of its receipt or, if earlier, its application by
the
Servicer through the last day of the month in which such
Unscheduled Principal Receipt is received.
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-1A and Exhibit F-1B 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.
Uncertificated Lower-Tier Interest: Any of the Class I-A-L1
Interest, the Class II-A-L1 Interest, the Class I-A-LUR
Interest, the Class
I-B-L1 Interest, the Class I-B-L2 Interest, the Class I-B-L3
Interest, the Class
I-B-L4 Interest, the Class I-B-L5 Interest, the Class I-B-L6
Interest, the Class
II-B-L1 Interest, the Class II-B-L2 Interest, the Class II-B-L3
Interest, the
Class II-B-L4 Interest, the Class II-B-L5 Interest and the Class
II-B-L6
Interest.
Unpaid Interest Shortfalls: Each of the Class A Unpaid
Interest
Shortfalls, the Class I-B-1 Unpaid Interest Shortfall, the Class
I-B-2 Unpaid
Interest Shortfall, the Class I-B-3 Unpaid Interest Shortfall,
the Class I-B-4
Unpaid Interest Shortfall, the Class I-B-5 Unpaid Interest
Shortfall, the Class
I-B-6 Unpaid Interest Shortfall, the Class II-B-1 Unpaid
Interest Shortfall, the
Class II-B-2 Unpaid Interest Shortfall, the Class II-B-3 Unpaid
Interest
Shortfall, the Class II-B-4 Unpaid Interest Shortfall, the Class
II-B-5 Unpaid
Interest Shortfall and the Class II-B-6 Unpaid Interest
Shortfall.
Unscheduled Principal Receipt: Any Principal Prepayment or
other
recovery of principal on a Mortgage Loan, including, without
limitation,
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.
Upper-Tier Certificate: Any one of the Class A Certificates
(other
than the Class I-A-LR Certificate) and the Class B
Certificates.
Upper-Tier Certificate Account: The trust account established
and
maintained pursuant to Section 4.01(e).
Upper-Tier REMIC: One of the two separate REMICs comprising
the
Trust Estate, the assets of which consist of the Uncertificated
Lower-Tier
Interests and such amounts as shall from time to time be held in
the Upper-Tier
Certificate Account.
U.S. Person: As defined in Section 4.01(g).
Voting Interest: With respect to any provisions hereof providing
for
the action, consent or approval of the Holders of all
Certificates evidencing
specified Voting Interests in the Trust Estate, the Class A-IO
Certificates will
be each entitled to 1% of the aggregate Voting Interest
represented by all
Certificates and the Holders of each of the remaining Class of
Certificates will
collectively be entitled to a pro rata portion of the remaining
Voting Interest
equal to the ratio obtained by dividing the Principal Balance of
such Class by
the sum of the Group I-A Principal Balance, the Group II-A
Principal Balance,
the Group I-B Principal Balance and the Group II-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, (e) all of the Seller's right, title and interest
in and to the
proceeds of the Letters of Credit and (f) proceeds of all the
foregoing. It
is agreed and understood by the 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 either (i) the New Jersey
Home Ownership
Act effective November 27, 2003, (ii) the New Mexico Home Loan
Protection Act
effective January 1, 2004 or (iii) the Massachusetts Predatory
Home Loan
Practices Act effective November 7, 2004.
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;
(iv) For each Mortgage Loan secured by Co-op Shares, the
originals
of the following documents or instruments:
(a) The loan security agreement;
(b) The stock certificate;
(c) The stock power, executed in blank;
(d) The executed proprietary lease;
(e) The executed recognition agreement;
(f) The executed UCC-1 financing statement with evidence of
recording thereon; and
(g) The executed UCC-3 financing statements or other
appropriate UCC financing statements required by state
law, evidencing a complete and unbroken chain from the
mortgagee to the Trustee with evidence of recording
thereon (or in a form suitable for recordation); and
(v) For each Letter of Credit, the original advice of such
Letter of
Credit endorsed by the Pledge Holder and Wells Fargo Bank's
notice of
transfer (Exhibit A to the Letter of Credit) of beneficiary of
such Letter
of Credit to the Trustee.
(b) 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 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 was 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;
(xxviii) No Mortgage Loan is serviced by the Trustee or an
affiliate of the Trustee; and
(xxix) No Mortgage Loan (other than a Mortgage Loan that is a
New
Jersey covered purchase loan) is a High Cost Loan or Covered
Loan, as
applicable (as such terms are defined in S&P's LEVELS(R)
Glossary Version
5.6 Revised, Appendix E) and no Mortgage Loan originated on or
after
October 1, 2002 through March 6, 2003 is governed by the Georgia
Fair
Lending Act.
Notwithstanding the foregoing, no representations or warranties
are
made by the 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) or (xxix) 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 (i) the assignment to it of the
Mortgage
Loans, (ii) the issuance of and hereby declares that it holds
the Uncertificated
Lower-Tier Interests on behalf of the Upper-Tier REMIC and
Certificateholders.
The Trustee 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 and Uncertificated Lower-Tier Interests, together
with all other
assets included in the definition of "Trust Estate", receipt of
which is hereby
acknowledged, Certificates in authorized denominations which,
together with the
Uncertificated Lower-Tier Interests, 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 I-A-R and Class I-A-LR Certificates) and
the Classes of
Class B Certificates as classes of "regular interests" and the
Class I-A-R
Certificate as the single class of "residual interest" in the
Upper-Tier REMIC
for the purposes of Code Sections 860G(a)(1) and 860G(a)(2),
respectively. The
Seller hereby further designates the Class I-A-L1 Interest,
Class II-A-L1
Interest, Class I-A-LUR Interest, Class I-B-L1 Interest, Class
I-B-L2 Interest,
Class I-B-L3 Interest, Class I-B-L4 Interest, Class I-B-L5
Interest, Class
I-B-L6 Interest, Class II-B-L1 Interest, Class II-B-L2 Interest,
Class II-B-L3
Interest, Class II-B-L4 Interest, Class II-B-L5 Interest and
Class II-B-L6
Interest as classes of "regular interests" and the Class I-A-LR
Certificate as
the single class of "residual interest" in the Lower-Tier REMIC
for the purposes
of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The
Closing Date is
hereby designated as the "Startup Day" of each of the Upper-Tier
REMIC and the
Lower-Tier REMIC within the meaning of Code Section 860G(a)(9).
The "latest
possible maturity date" of the regular interests in the
Upper-Tier REMIC and the
Lower-Tier REMIC is February 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 Group I or Group II 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 amounts received
from draws on
any Letters of Credit and shall, in addition, deposit into the
Certificate
Account the following amounts, in the case of amounts specified
in 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
either of the Upper-Tier REMIC or the Lower-Tier REMIC to fail
to qualify as a
REMIC while any Certificates are outstanding. Any amounts
deposited in the
Certificate Account prior to the Distribution Date 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
appropr
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