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 December 15, 2004
$900,231,409.43
Mortgage Pass-Through Certificates
Series 2004-BB
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<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01
Definitions................................................
Section 1.02 Acts of
Holders............................................
Section 1.03 Effect of
Headings and Table of Contents...................
Section 1.04 Benefits
of Agreement......................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01
Conveyance of Mortgage Loans...............................
Section 2.02
Acceptance by Custodian....................................
Section 2.03
Representations and Warranties of the Master Servicer and
the Seller................................................
Section 2.04 Execution
and Delivery of Certificates.....................
Section 2.05
Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date.........................
Section 2.06 Optional
Substitution of Mortgage Loans....................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
Section 3.01
Certificate Account........................................
Section 3.02 Permitted
Withdrawals from the Certificate Account.........
Section 3.03 Advances
by Master Servicer and Trustee....................
Section 3.04 Custodian
to Cooperate;
Release of Owner Mortgage Loan Files and Retained
Mortgage Loan Files.......................................
Section 3.05 Reports
to the Trustee; Annual Compliance Statements.......
Section 3.06 Title,
Management and Disposition of Any REO Mortgage
Loan......................................................
Section 3.07
Amendments to Servicing Agreements,
Modification of Standard Provisions.......................
Section 3.08 Oversight
of Servicing.....................................
Section 3.09
Termination and Substitution of Servicing Agreements.......
Section 3.10
Application of Net Liquidation Proceeds....................
Section 3.11 Exchange
Act Reports.......................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01
Distributions..............................................
Section 4.02
Allocation of Realized Losses..............................
Section 4.03 Paying
Agent...............................................
Section 4.04
Statements to Certificateholders;
Reports to the Trustee and the Seller.....................
Section 4.05 Reports
to Mortgagors and the Internal Revenue Service.....
Section 4.06
Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer............................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates...........................................
Section 5.02
Registration of Certificates...............................
Section 5.03
Mutilated, Destroyed, Lost or Stolen Certificates..........
Section 5.04 Persons
Deemed Owners......................................
Section 5.05 Access to
List of Certificateholders' Names and Addresses..
Section 5.06
Maintenance of Office or Agency............................
Section 5.07
Definitive Certificates....................................
Section 5.08 Notices
to Clearing Agency.................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability
of the Seller and the Master Servicer............
Section 6.02 Merger or
Consolidation of the Seller or the Master
Servicer..................................................
Section 6.03
Limitation on Liability of the Seller, the Master
Servicer and Others.......................................
Section 6.04
Resignation of the Master Servicer.........................
Section 6.05
Compensation to the Master Servicer........................
Section 6.06
Assignment or Delegation of Duties by Master Servicer......
Section 6.07
Indemnification of Trustee and Seller by Master Servicer...
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default..........................................
Section 7.02 Other
Remedies of Trustee..................................
Section 7.03
Directions by Certificateholders and
Duties of Trustee During Event of Default.................
Section 7.04 Action
upon Certain Failures of the
Master Servicer and upon Event of Default.................
Section 7.05 Trustee
to Act; Appointment of Successor...................
Section 7.06
Notification to Certificateholders.........................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of
Trustee..........................................
Section 8.02 Certain
Matters Affecting the Trustee......................
Section 8.03 Trustee
Not Required to Make Investigation.................
Section 8.04 Trustee
Not Liable for Certificates or Mortgage Loans......
Section 8.05 Trustee
May Own Certificates...............................
Section 8.06 The
Master Servicer to Pay Fees and Expenses...............
Section 8.07
Eligibility Requirements...................................
Section 8.08
Resignation and Removal....................................
Section 8.09
Successor..................................................
Section 8.10 Merger or
Consolidation....................................
Section 8.11
Authenticating Agent.......................................
Section 8.12 Separate
Trustees and Co-Trustees..........................
Section 8.13 Tax
Matters; Compliance with REMIC Provisions..............
Section 8.14 Monthly
Advances...........................................
ARTICLE
IX
TERMINATION
Section 9.01
Termination upon Purchase by the
Seller or Liquidation of All Mortgage Loans...............
Section 9.02
Additional Termination Requirements........................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01
Amendment..................................................
Section 10.02 Recordation of
Agreement...................................
Section 10.03 Limitation on Rights of
Certificateholders.................
Section 10.04 Governing Law;
Jurisdiction................................
Section 10.05
Notices....................................................
Section 10.06 Severability of
Provisions.................................
Section 10.07 Special Notices to Rating
Agencies.........................
Section 10.08 Covenant of
Seller.........................................
Section 10.09
Recharacterization.........................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Cut-Off
Date...............................................
Section 11.02 Cut-Off Date Aggregate Principal
Balance...................
Section 11.03 Original Class A
Percentage................................
Section 11.04 Original Principal Balances of the Classes of Class
A
Certificates..............................................
Section 11.05 Original Subordinated
Percentage...........................
Section 11.06 Original Class B Principal
Balance.........................
Section 11.07 Original Principal Balances of the Classes of Class
B
Certificates..............................................
Section 11.08 Original Class B-1 Fractional
Interest.....................
Section 11.09 Original Class B-2 Fractional
Interest.....................
Section 11.10 Original Class B-3 Fractional
Interest.....................
Section 11.11 Original Class B-4 Fractional
Interest.....................
Section 11.12 Original Class B-5 Fractional
Interest.....................
Section 11.13 Original Class B-1
Percentage..............................
Section 11.14 Original Class B-2
Percentage..............................
Section 11.15 Original Class B-3
Percentage..............................
Section 11.16 Original Class B-4
Percentage..............................
Section 11.17 Original Class B-5
Percentage..............................
Section 11.18 Original Class B-6
Percentage..............................
Section 11.19 Closing
Date...............................................
Section 11.20 Right to
Purchase..........................................
Section 11.21 Wire Transfer
Eligibility..................................
Section 11.22 Single
Certificate.........................................
Section 11.23 Servicing Fee
Rate.........................................
Section 11.24 Master Servicing Fee
Rate..................................
<PAGE>
EXHIBITS
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EXHIBIT A-1
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Form of Face of Class A-1 Certificate
EXHIBIT A-2
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Form of Face of Class A-2 Certificate
EXHIBIT A-3
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Form of Face of Class A-3 Certificate
EXHIBIT A-4
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Form of Face of Class A-4 Certificate
EXHIBIT A-5
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Form of Face of Class A-5 Certificate
EXHIBIT A-6
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Form of Face of Class A-6 Certificate
EXHIBIT A-7
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Form of Face of Class A-7 Certificate
EXHIBIT A-R
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Form of Face of Class A-R Certificate
EXHIBIT B-1
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Form of Face of Class B-1 Certificate
EXHIBIT B-2
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Form of Face of Class B-2 Certificate
EXHIBIT B-3
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Form
of Face of Class B-3 Certificate
EXHIBIT B-4
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Form of Face of Class B-4 Certificate
EXHIBIT B-5
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Form of Face of Class B-5 Certificate
EXHIBIT B-6
-
Form of Face of Class B-6 Certificate
EXHIBIT C
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Form of Reverse of Series 2004-BB Certificates
EXHIBIT D
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Reserved
EXHIBIT E
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Custodial Agreement
EXHIBIT F-1
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Schedule of Type 1 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
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Letter from Transferor of Residual Certificates
EXHIBIT J
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Transferee's Letter (Class [B-4] [B-5] [B-6]
Certificates)
EXHIBIT K
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List of Recordation States
EXHIBIT L
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Servicing Agreements
EXHIBIT M
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Form of Special Servicing Agreement
EXHIBIT N
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Form of Initial Certification of the Custodian
EXHIBIT O
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Form of Final Certification of the Custodian
EXHIBIT P
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Form of Sarbanes-Oxley Certification
SCHEDULE I
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Applicable Unscheduled Principal Receipt Period
<PAGE>
This Pooling and Servicing Agreement, dated as of December 15,
2004
executed by WELLS FARGO ASSET SECURITIES CORPORATION, as Seller,
WELLS FARGO
BANK, N.A., as Master Servicer, and WACHOVIA BANK, NATIONAL
ASSOCIATION, as
Trustee.
W I T N E S S E T H T
H A T:
- - - - - - - - - - -
- - -
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used herein, the following words and phrases, unless
the
context otherwise requires, shall have the meanings specified in
this Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing
practices of
prudent master servicing institutions which master service mortgage
loans of the
same type as the Mortgage Loans in the jurisdictions in which the
related
Mortgaged Properties are located, regardless of the date upon which
the related
Mortgage Loans were originated.
Adjusted Pool Amount: With respect to any Distribution Date,
the
Cut-Off Date Aggregate Principal Balance of the Mortgage Loans
minus the sum of
(i) all amounts in respect of principal received in respect of the
Mortgage
Loans (including, without limitation, amounts received as Monthly
Payments,
Periodic Advances, Unscheduled Principal Receipts and Substitution
Principal
Amounts) and distributed to Holders of the Certificates on such
Distribution
Date and all prior Distribution Dates, (ii) the principal portion
of all
Liquidated Loan Losses incurred on such Mortgage Loans for which
the Liquidation
Proceeds were received from the Cut-Off Date through the end of the
Applicable
Unscheduled Principal Receipt Period with respect to Full
Unscheduled Principal
Receipts for such Distribution Date and (iii) the principal portion
of all
Bankruptcy Losses (other than Debt Service Reductions) incurred on
the Mortgage
Loans from the Cut-Off Date through the end of the period
corresponding to the
Applicable Unscheduled Principal Receipt Period with respect to
Full Unscheduled
Principal Receipts for such Distribution Date.
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater of (A) zero and (B) (i)
the Principal
Balance of such Class with respect to such Distribution Date minus
(ii) the
Adjustment Amount for such Distribution Date less the Principal
Balances for any
Classes of Class B Certificates with higher numerical
designations.
Adjustment Amount: For any Distribution Date, the difference
between
(A) the sum of the Class A Principal Balance and the Class B
Principal Balance
as of the related Determination Date and (B) the sum of (i) the sum
of the Class
A Principal Balance and the Class B Principal Balance as of the
Determination
Date succeeding such Distribution Date and (ii) the aggregate
amount that would
have been distributed to all Classes as principal in accordance
with Section
4.01(a) for such Distribution Date without regard to the provisos
in the
definitions of Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal
Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount,
Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal
Amount.
Adjustment Date: As to each Mortgage Loan, the Due Date on
which
date an adjustment to the Mortgage Interest Rate of such Mortgage
Loan becomes
effective under the related Mortgage Note, which Due Date is the
date set forth
in the Mortgage Loan Schedule as the first Adjustment Date and each
subsequent
anniversary thereof.
Aggregate Class A Distribution Amount: As to any Distribution
Date,
the aggregate amount distributable to the Classes of Class A
Certificates
pursuant to Paragraphs first, second and third of Section 4.01(a)
on such
Distribution Date.
Aggregate Class A Unpaid Interest Shortfall: As to any
Distribution
Date, an amount equal to the sum of the Class A Unpaid Interest
Shortfalls for
the Class A Certificates.
Aggregate Principal Balance: With respect to any Distribution
Date,
the sum of the Class A Principal Balance and the Class B Principal
Balance as of
such Distribution Date.
Agreement: This Pooling and Servicing Agreement and all
amendments and supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to
the
Mortgage Loans serviced by each Servicer and each of the Full
Unscheduled
Principal Receipts and Partial Unscheduled Principal Receipts, the
Unscheduled
Principal Receipt Period specified on Schedule I hereto.
Authenticating Agent: Any authenticating agent appointed by the
Trustee pursuant to Section 8.11. There shall initially be no
Authenticating
Agent for the Certificates.
Available Master Servicer Compensation: With respect to any
Distribution Date, the sum of (a) the Master Servicing Fee for such
Distribution
Date, (b) interest earned through the business day preceding the
applicable
Distribution Date on any Prepayments in Full remitted to the Master
Servicer and
(c) the aggregate amount of Month End Interest remitted by the
Servicers to the
Master Servicer pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a
Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the
applicable
Servicer has notified the Master Servicer and the Trustee in
writing that such
Servicer is diligently pursuing any remedies that may exist in
connection with
the representations and warranties made regarding the related
Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard
to payments
due thereunder or (B) delinquent payments of principal and interest
under the
related Mortgage Loan and any premiums on any applicable primary
hazard
insurance policy and any related escrow payments in respect of such
Mortgage
Loan are being advanced on a current basis by such Servicer without
giving
effect to any Debt Service Reduction.
Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate,
as reflected
on the books of the Clearing Agency, or on the books of a Person
maintaining an
account with such Clearing Agency (directly or as an indirect
participant, in
accordance with the rules of such Clearing Agency), as the case may
be.
Book-Entry Certificate: Any one of the Class A-1 Certificates,
Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates,
Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class
B-1
Certificates, Class B-2 Certificates and Class B-3 Certificates,
beneficial
ownership and transfers of which shall be evidenced by, and made
through, book
entries by the Clearing Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or
(ii)
a legal holiday in the City of New York, State of Iowa, State of
Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which
banking
institutions in the City of New York, or the State of Iowa, State
of Maryland,
State of Minnesota or State of North Carolina are authorized or
obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The separate trust account established and
maintained by the Master Servicer in the name of the Master
Servicer on
behalf of the Trustee pursuant to Section 3.01. The Certificate
Account shall
be an Eligible Account.
Certificate Custodian: Initially, Wachovia Bank, National
Association; thereafter any other Certificate Custodian acceptable
to The
Depository Trust Company and selected by the Trustee.
Certificate Register and Certificate Registrar: Respectively,
the
register maintained pursuant to and the registrar provided for
in
Section 5.02. The initial Certificate Registrar is the Trustee.
Certificateholder or Holder: The Person in whose name a
Certificate
is registered in the Certificate Register, except that, solely for
the purposes
of the taking of any action under Articles VII or VIII, any
Certificate
registered in the name of the Master Servicer, a Servicer or any
affiliate
thereof shall be deemed not to be outstanding and the Voting
Interest evidenced
thereby shall not be taken into account in determining whether the
requisite
percentage of Certificates necessary to effect any such action has
been
obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
Class A Certificate: Any one of the Class A-1 Certificates, the
Class A-2 Certificates, the Class A-3 Certificates, the Class A-4
Certificates,
the Class A-5 Certificates, the Class A-6 Certificates, the Class
A-7
Certificates or the Class A-R Certificate.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Distribution Amount: As to any Distribution Date and
any
Class of Class A Certificates, the amount distributable to such
Class of Class A
Certificates pursuant to Paragraphs first, second and third of
Section 4.01(a).
Class A Interest Accrual Amount: As to any Distribution Date,
the
sum of the Interest Accrual Amounts for the Class A Certificates
with respect to
such Distribution Date.
Class A Interest Percentage: As to any Distribution Date and
any
Class of Class A Certificates, the percentage calculated by
dividing the
Interest Accrual Amount of such Class (determined without regard to
clause (ii)
of the definition thereof) by the Class A Interest Accrual Amount
(determined
without regard to clause (ii) of the definition of Interest Accrual
Amount).
Class A Interest Shortfall Amount: As to any Distribution Date
and
any Class of Class A Certificates, any amount by which the Interest
Accrual
Amount of such Class with respect to such Distribution Date exceeds
the amount
distributed in respect of such Class on such Distribution Date
pursuant to
Paragraph first of Section 4.01(a).
Class A Loss Denominator: As to any Determination Date, an
amount
equal to the Class A Principal Balance.
Class A Loss Percentage: As to any Determination Date and any
Class
of Class A Certificates then outstanding, the percentage calculated
by dividing
the Principal Balance of such Class by the Class A Loss Denominator
(determined
without regard to any such Principal Balance of any Class of Class
A
Certificates not then outstanding), in each case determined as of
the preceding
Determination Date.
Class A Optimal Principal Amount: As to any Distribution Date
and
each Outstanding Mortgage Loan, an amount equal to the sum of
(I) the sum of:
(i) the Class A Percentage of the principal portion of the
Monthly
Payment
due on the Due Date occurring in the month of such Distribution
Date on
such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled
Principal
Receipts
(other than Recoveries) that were received by a Servicer with
respect to
such Mortgage Loan during the Applicable Unscheduled Principal
Receipt
Period relating to such Distribution Date for each applicable
type
of
Unscheduled Principal Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled
Principal
Balance of
such Mortgage Loan which, during the one month period ending on
the day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid
principal
balance of
such Mortgage Loan substituted for a Mortgage Loan during the
one month
period ending on the day preceding the Determination Date for
such
Distribution Date over the unpaid principal balance of such
Mortgage
Loan, less
the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable
Servicer,
the Master
Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class A Prepayment Percentage of the Recovery for such
Distribution
Date.
Class A Pass-Through Rate: As to any Distribution Date, the Class
A
Pass-Through Rate will be a per annum rate equal to the weighted
average of the
Net Mortgage Interest Rates of the Mortgage Loans (based on
Scheduled Principal
Balances of the Mortgage Loans on the first day of the month
preceding the month
of such Distribution Date).
Class A Percentage: As to any Distribution Date occurring on or
prior to the Subordination Depletion Date, the lesser of (i) 100%
and (ii) the
percentage obtained by dividing the Class A Principal Balance
(determined as of
the Determination Date preceding such Distribution Date) by the
Pool Balance. As
to any Distribution Date occurring subsequent to the Subordination
Depletion
Date, 100% or such lesser percentage which will cause the Class A
Principal
Balance to decline to zero following the distribution made on such
Distribution
Date.
Class A Prepayment Percentage: As to any Distribution Date to
and
including the Distribution Date in December 2009, 100%. As to any
Distribution
Date subsequent to December 2009 to and including the Distribution
Date in
December 2010, the Class A Percentage as of such Distribution Date
plus 70% of
the Subordinated Percentage as of such Distribution Date. As to any
Distribution
Date subsequent to December 2010 to and including the Distribution
Date in
December 2011, the Class A Percentage as of such Distribution Date
plus 60% of
the Subordinated Percentage as of such Distribution Date. As to any
Distribution
Date subsequent to December 2011 to and including the Distribution
Date in
December 2012, the Class A Percentage as of such Distribution Date
plus 40% of
the Subordinated Percentage as of such Distribution Date. As to any
Distribution
Date subsequent to December 2012 to and including the Distribution
Date in
December 2013, the Class A Percentage as of such Distribution Date
plus 20% of
the Subordinated Percentage as of such Distribution Date. As to any
Distribution
Date subsequent to December 2013, the Class A Percentage as of such
Distribution
Date. The foregoing is subject to the following: (i) if the
aggregate
distribution to the Class A Certificates on any Distribution Date
of the Class A
Prepayment Percentage provided above of Unscheduled Principal
Receipts
distributable on such Distribution Date would reduce the Class A
Principal
Balance below zero, the Class A Prepayment Percentage for such
Distribution Date
shall be the percentage necessary to bring the Class A Principal
Balance to zero
and thereafter the Class A Prepayment Percentage shall be zero and
(ii) if the
Class A Percentage as of any Distribution Date is greater than the
Original
Class A Percentage, the Class A Prepayment Percentage for such
Distribution Date
shall be 100%. Notwithstanding the foregoing, with respect to any
Distribution
Date on which the following criteria are not met, the reduction of
the Class A
Prepayment Percentage described in the second through sixth
sentences of this
definition of Class A Prepayment Percentage shall not be applicable
with respect
to such Distribution Date. In such event, the Class A Prepayment
Percentage for
such Distribution Date will be determined in accordance with the
applicable
provision, as set forth in the first through fifth sentences above,
which was
actually used to determine the Class A Prepayment Percentage for
the
Distribution Date occurring in the December preceding such
Distribution Date (it
being understood that for the purposes of the determination of the
Class A
Prepayment Percentage for the current Distribution Date, the
current Class A
Percentage and Subordinated Percentage shall be utilized). In
addition, if on
any Distribution Date, prior to giving effect to any distributions
on such
Distribution Date, (i) the Subordinated Percentage is equal to or
greater than
twice the Subordinated Percentage as of the Cut-Off Date, (ii) the
average
outstanding principal balance on such Distribution Date and for the
preceding
five Distribution Dates of the Mortgage Loans that were delinquent
60 days or
more (including for this purpose any Mortgage Loans in foreclosure
and Mortgage
Loans with respect to which the related Mortgaged Property has been
acquired by
the Trust Estate) does not exceed 50% of the Class B Principal
Balance and
(iii)(A) prior to the Distribution Date in January 2008, cumulative
Realized
Losses on the Mortgage Loans do not exceed 20% of the Original
Class B Principal
Balance, then the Class A Prepayment Percentage for such
Distribution Date will
equal the Class A Percentage for such Distribution Date plus 50% of
the
Subordinated Percentage for such Distribution Date or (B) on or
after the
Distribution Date in January 2008, cumulative Realized Losses on
the Mortgage
Loans do not exceed 30% of the Original Class B Principal Balance,
then the
Class A Prepayment Percentage for such Distribution Date will equal
the Class A
Percentage for such Distribution Date. No reduction in the Class A
Prepayment
Percentage referred to in the second through sixth sentences hereof
shall be
applicable, with respect to any Distribution Date if (a) the
average outstanding
principal balance on such Distribution Date and for the preceding
five
Distribution Dates on the Mortgage Loans that were delinquent 60
days or more
(including for this purpose any payments due with respect to
Mortgage Loans in
foreclosure and REO Mortgage Loans) were greater than or equal to
50% of the
current Class B Principal Balance or (b) cumulative Realized Losses
on the
Mortgage Loans exceed (1) 30% of the Original Class B Principal
Balance if such
Distribution Date occurs between and including January 2010 and
December 2010,
(2) 35% of the Original Class B Principal Balance if such
Distribution Date
occurs between and including January 2011 and December 2011, (3)
40% of the
Original Class B Principal Balance if such Distribution Date occurs
between and
including January 2012 and December 2012, (4) 45% of the Original
Class B
Principal Balance if such Distribution Date occurs between and
including January
2013 and December 2013, and (5) 50% of the Original Class B
Principal Balance,
if such Distribution Date occurs during or after January 2014. With
respect to
any Distribution Date on which the Class A Prepayment Percentage is
reduced
below the Class A Prepayment Percentage for the prior Distribution
Date, the
Master Servicer shall certify to the Trustee, based upon
information provided by
each Servicer as to the Mortgage Loans serviced by it that the
criteria set
forth in the preceding sentence are met.
Class A Principal Balance: As of any date, an amount equal to
the
sum of the Principal Balances for the Class A-1 Certificates, Class
A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class
A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates and
Class A-R
Certificate.
Class A Principal Distribution Amount: As to any Distribution
Date,
the aggregate amount distributed in respect of the Class A
Certificates pursuant
to Paragraph third of Section 4.01(a).
Class A Unpaid Interest Shortfall: With respect to any
Distribution
Date and any Class of Class A Certificates, the amount, if any, by
which the
aggregate of the Class A Interest Shortfall Amounts for such Class
for prior
Distribution Dates is in excess of the amounts distributed in
respect of such
Class on prior Distribution Dates pursuant to Paragraph second of
Section
4.01(a).
Class A-1 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or the Authenticating
Agent in
substantially the form set forth in Exhibit A-1 and Exhibit C
hereto.
Class A-1 Certificateholder: The registered holder of a Class
A-1
Certificate.
Class A-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-2 and Exhibit C
hereto.
Class A-2 Certificateholder: The registered holder of a Class
A-2
Certificate.
Class A-2 Loss Amount: With respect to any Determination Date
after
the Subordination Depletion Date, the amount, if any, by which the
Principal
Balance of the Class A-2 Certificates would be reduced as a result
of the
application of the third sentence of the definition of Principal
Balance.
Class A-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 A-3 and Exhibit C
hereto.
Class A-3 Certificateholder: The registered holder of a Class
A-3
Certificate.
Class A-3 Loss Allocation Amount: With respect to any
Determination
Date after the Subordination Depletion Date the lesser of (a) the
Principal
Balance of the Class A-3 Certificates with respect to such
Determination Date
prior to any reduction for the Class A-3 Loss Allocation Amount and
(b) the
Class A-2 Loss Amount.
Class A-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 A-4 and Exhibit C
hereto.
Class A-4 Certificateholder: The registered holder of a Class
A-4
Certificate.
Class A-4 Loss Amount: With respect to any Determination Date
after
the Subordination Depletion Date, the amount, if any, by which the
Principal
Balance of the Class A-4 Certificates would be reduced as a result
of the
application of the third sentence of the definition of Principal
Balance.
Class A-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 A-5 and Exhibit C
hereto.
Class A-5 Certificateholder: The registered holder of a Class
A-5
Certificate.
Class A-5 Loss Amount: With respect to any Determination Date
after
the Subordination Depletion Date, the amount, if any, by which the
Principal
Balance of the Class A-5 Certificates would be reduced as a result
of the
application of the third sentence of the definition of Principal
Balance.
Class A-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 A-6 and Exhibit C
hereto.
Class A-6 Certificateholder: The registered holder of a Class
A-6
Certificate.
Class A-6 Loss Allocation Amount: With respect to any
Determination
Date after the Subordination Depletion Date and after the Principal
Balance of
the Class A-7 Certificates has been reduced to zero, the lesser of
(a) the
Principal Balance of the Class A-6 Certificates with respect to
such
Determination Date prior to any reduction for the Class A-6 Loss
Allocation
Amount and (b) the sum of the Class A-4 Loss Amount and the Class
A-5 Loss
Amount.
Class A-6 Loss Amount: With respect to any Determination Date
after
the Subordination Depletion Date, the amount, if any, by which the
Principal
Balance of the Class A-6 Certificates would be reduced as a result
of the
application of the third sentence of the definition of Principal
Balance.
Class A-7 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-7 and Exhibit C
hereto.
Class A-7 Certificateholder: The registered holder of a Class
A-7
Certificate.
Class A-7 Loss Allocation Amount: With respect to any
Determination
Date after the Subordination Depletion Date the lesser of (a) the
Principal
Balance of the Class A-7 Certificates with respect to such
Determination Date
prior to any reduction for the Class A-7 Loss Allocation Amount and
(b) the sum
of the Class A-4 Loss Amount, the Class A-5 Loss Amount and the
Class A-6 Loss
Amount.
Class A-R Certificate: The Certificate executed by the Trustee
and
authenticated by the Trustee or the Authenticating Agent in
substantially the
form set forth in Exhibit A-R and Exhibit C hereto.
Class A-R Certificateholder: The registered holder of the Class
A-R
Certificate.
Class B Certificate: Any one of the Class B-1 Certificates,
Class
B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates,
Class B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class B-1 Distribution
Amount, Class B-2 Distribution Amount, Class B-3 Distribution
Amount, Class B-4
Distribution Amount, Class B-5 Distribution Amount or Class B-6
Distribution
Amount.
Class B Interest Accrual Amount: With respect to any
Distribution
Date, the sum of the Interest Accrual Amounts for the Classes of
Class B
Certificates with respect to such Distribution Date.
Class B Interest Percentage: With respect to any Distribution
Date
and any Class of Class B Certificates, the percentage calculated by
dividing the
Interest Accrual Amount of such Class (determined without regard to
clause (ii)
of the definition thereof) by the Class B Interest Accrual Amount
(determined
without regard to clause (ii) of the definition of each Interest
Accrual
Amount).
Class B Interest Shortfall Amount: Any of the Class B-1
Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3
Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5
Interest
Shortfall Amount or Class B-6 Interest Shortfall Amount.
Class B Loss Percentage: With respect to any Determination Date
and
any Class of Class B Certificates then outstanding, the percentage
calculated by
dividing the Principal Balance of such Class by the Class B
Principal Balance
(determined without regard to any Principal Balance of any Class of
Class B
Certificates not then outstanding), in each case determined as of
the preceding
Determination Date.
Class B Optimal Principal Amount: Any of the Class B-1 Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3
Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5
Optimal
Principal Amount and Class B-6 Optimal Principal Amount.
Class B Pass-Through Rate: As to any Distribution Date, the Class
B
Pass-Through Rate will be a per annum rate equal to the weighted
average of the
Net Mortgage Interest Rates of the Mortgage Loans (based on
Scheduled Principal
Balances of the Mortgage Loans on the first day of the month
preceding the month
of such Distribution Date).
Class B Percentage: Any one of the Class B-1 Percentage, Class
B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5
Percentage or
Class B-6 Percentage.
Class B Prepayment Percentage: Any of the Class B-1 Prepayment
Percentage, Class B-2 Prepayment Percentage, Class B-3 Prepayment
Percentage,
Class B-4 Prepayment Percentage, Class B-5 Prepayment Percentage or
Class B-6
Prepayment Percentage.
Class B Principal Balance: As of any date, an amount equal to
the
sum of the Class B-1 Principal Balance, Class B-2 Principal
Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal
Balance and
Class B-6 Principal Balance.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3
Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5
Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or the Authenticating
Agent in
substantially the form set forth in Exhibit B-1 and Exhibit C
hereto.
Class B-1 Certificateholder: The registered holder of a Class
B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-1 Certificates
pursuant to
Paragraphs fourth, fifth and sixth of Section 4.01(a).
Class B-1 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class B-1
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class B-1 Certificates on such Distribution Date pursuant to
Paragraph
fourth of Section 4.01(a).
Class B-1 Optimal Principal Amount: As to any Distribution Date
and each Outstanding Mortgage Loan, an amount equal to the sum
of
(I) the sum of:
(i) the Class B-1 Percentage of the principal portion of the
Monthly
Payment
due on the Due Date occurring in the month of such Distribution
Date on
such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled
Principal
Balance of
such Mortgage Loan which, during the one month period ending on
the day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid
principal
balance of
such Mortgage Loan substituted for a Mortgage Loan during the
one month
period ending on the day preceding the Determination Date for
such
Distribution Date over the unpaid principal balance of such
Mortgage
Loan, less
the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable
Servicer,
the Master
Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-1 Prepayment Percentage of the Recovery for
such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class B-1 Optimal
Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount
calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying the Subordinated Percentage by a
fraction, the
numerator of which is the Class B-1 Principal Balance (determined
as of the
Determination Date preceding such Distribution Date) and the
denominator of
which is the Class B Principal Balance.
Class B-1 Prepayment Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the Subordinated Prepayment
Percentage by
either (a) for the purpose of allocating Liquidation Proceeds
(other than
Partial Liquidation Proceeds), a fraction, the numerator of which
is the Class
B-1 Principal Balance (determined as of the Determination Date
preceding such
Distribution Date) and the denominator of which is the Class B
Principal Balance
and (b) for the purpose of allocating all other unscheduled
principal
distributions (i) if any Class B Certificates (other than the Class
B-1
Certificates) are eligible to receive such unscheduled principal
distributions
for such Distribution Date in accordance with Section 4.01(d), a
fraction, the
numerator of which is the Class B-1 Principal Balance (determined
as of the
Determination Date preceding such Distribution Date) and the
denominator of
which is the sum of the Principal Balances of the Classes of Class
B
Certificates eligible to receive such unscheduled principal
distributions for
such Distribution Date in accordance with the provisions of Section
4.01(d) or
(ii) except as set forth in Section 4.01(d)(ii), in the event that
the Class B
Certificates (other than the Class B-1 Certificates) are not
eligible to receive
such unscheduled principal distributions in accordance with Section
4.01(d)(i),
one.
Class B-1 Principal Balance: As to the first Determination Date,
the
Original Class B-1 Principal Balance. As of any subsequent
Determination Date,
the Original Class B-1 Principal Balance less the sum of all
amounts previously
distributed in respect of the Class B-1 Certificates on prior
Distribution Dates
(A) pursuant to Paragraph sixth of Section 4.01(a) and (B) as a
result of a
Principal Adjustment; provided, however, if the Class B-1
Certificates are the
most subordinate Certificates outstanding, the Class B-1 Principal
Balance will
equal the difference, if any, between the Adjusted Pool Amount as
of the
preceding Distribution Date less the Class A Principal Balance as
of such
Determination Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class B-1
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class B-1 Certificates on prior Distribution Dates
pursuant to
Paragraph fifth of Section 4.01(a).
Class B-2 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or the Authenticating
Agent in
substantially the form set forth in Exhibit B-2 and Exhibit C
hereto.
Class B-2 Certificateholder: The registered holder of a Class
B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-2 Certificates
pursuant to
Paragraphs seventh, eighth and ninth of Section 4.01(a).
Class B-2 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class B-2
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class B-2 Certificates on such Distribution Date pursuant to
Paragraph
seventh of Section 4.01(a).
Class B-2 Optimal Principal Amount: As to any Distribution Date
and each Outstanding Mortgage Loan, an amount equal to the sum
of
(I) the sum of:
(i) the Class B-2 Percentage of the principal portion of the
Monthly
Payment
due on the Due Date occurring in the month of such Distribution
Date on
such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled
Principal
Balance of
such Mortgage Loan which, during the one month period ending on
the day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid
principal
balance of
such Mortgage Loan substituted for a Mortgage Loan during the
one month
period ending on the day preceding the Determination Date for
such
Distribution Date over the unpaid principal balance of such
Mortgage
Loan, less
the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable
Servicer,
the Master
Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-2 Prepayment Percentage of the Recovery for
such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class B-2 Optimal
Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount
calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as
set
forth in the next sentence, the percentage calculated by
multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class
B-2 Principal Balance (determined as of the Determination Date
preceding such
Distribution Date) and the denominator of which is the Class B
Principal
Balance.
Class B-2 Prepayment Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the percentage calculated by
multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of
which is the Class B-2 Principal Balance (determined as of the
Determination
Date preceding such Distribution Date) and the denominator of which
is (a) for
the purpose of allocating Liquidation Proceeds (other than Partial
Liquidation
Proceeds) the Class B Principal Balance and (b) for the purpose of
allocating
all other unscheduled principal distributions, the sum of the
Principal Balances
of the Classes of Class B Certificates eligible to receive such
unscheduled
principal distributions for such Distribution Date in accordance
with the
provisions of Section 4.01(d). Except as set forth in Section
4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to
receive such
unscheduled principal distributions in accordance with Section
4.01(d)(i), the
Class B-2 Prepayment Percentage for such unscheduled principal
distributions for
such Distribution Date will be zero.
Class B-2 Principal Balance: As to the first Determination Date,
the
Original Class B-2 Principal Balance. As of any subsequent
Determination Date,
the Original Class B-2 Principal Balance less the sum of all
amounts previously
distributed in respect of the Class B-2 Certificates on prior
Distribution Dates
(A) pursuant to Paragraph ninth of Section 4.01(a) and (B) as a
result of a
Principal Adjustment; provided, however, if the Class B-2
Certificates are the
most subordinate Certificates outstanding, the Class B-2 Principal
Balance will
equal the difference, if any, between the Adjusted Pool Amount as
of the
preceding Distribution Date less the sum of the Class A Principal
Balance and
the Class B-1 Principal Balance as of such Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class B-2
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class B-2 Certificates on prior Distribution Dates
pursuant to
Paragraph eighth of Section 4.01(a).
Class B-3 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or the Authenticating
Agent in
substantially the form set forth in Exhibit B-3 and Exhibit C
hereto.
Class B-3 Certificateholder: The registered holder of a Class
B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-3 Certificates
pursuant to
Paragraphs tenth, eleventh and twelfth of Section 4.01(a).
Class B-3 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class B-3
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class B-3 Certificates on such Distribution Date pursuant to
Paragraph
tenth of Section 4.01(a).
Class B-3 Optimal Principal Amount: As to any Distribution Date
and each Outstanding Mortgage Loan, an amount equal to the sum
of
(I) the sum of:
(i) the Class B-3 Percentage of the principal portion of the
Monthly
Payment
due on the Due Date occurring in the month of such Distribution
Date on
such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled
Principal
Balance of
such Mortgage Loan which, during the one month period ending on
the day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid
principal
balance of
such Mortgage Loan substituted for a Mortgage Loan during the
one month
period ending on the day preceding the Determination Date for
such
Distribution Date over the unpaid principal balance of such
Mortgage
Loan, less
the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable
Servicer,
the Master
Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-3 Prepayment Percentage of the Recovery for
such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class B-3 Optimal
Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount
calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as
set
forth in the next sentence, the percentage calculated by
multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class
B-3 Principal Balance (determined as of the Determination Date
preceding such
Distribution Date) and the denominator of which is the Class B
Principal
Balance.
Class B-3 Prepayment Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the percentage calculated by
multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of
which is the Class B-3 Principal Balance (determined as of the
Determination
Date preceding such Distribution Date) and the denominator of which
is (a) for
the purpose of allocating Liquidation Proceeds (other than Partial
Liquidation
Proceeds) the Class B Principal Balance and (b) for the purpose of
allocating
all other unscheduled principal distributions, the sum of the
Principal Balances
of the Classes of Class B Certificates eligible to receive such
unscheduled
principal distributions for such Distribution Date in accordance
with the
provisions of Section 4.01(d). Except as set forth in Section
4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to
receive such
unscheduled principal in accordance with Section 4.01(d)(i), the
Class B-3
Prepayment Percentage for such unscheduled principal distributions
for such
Distribution Date will be zero.
Class B-3 Principal Balance: As to the first Determination Date,
the
Original Class B-3 Principal Balance. As of any subsequent
Determination Date,
the Original Class B-3 Principal Balance less the sum of all
amounts previously
distributed in respect of the Class B-3 Certificates on prior
Distribution Dates
(A) pursuant to Paragraph twelfth of Section 4.01(a) and (B) as a
result of a
Principal Adjustment; provided, however, if the Class B-3
Certificates are the
most subordinate Certificates outstanding, the Class B-3 Principal
Balance will
equal the difference, if any, between the Adjusted Pool Amount as
of the
preceding Distribution Date less the sum of the Class A Principal
Balance, the
Class B-1 Principal Balance and the Class B-2 Principal Balance as
of such
Determination Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class B-3
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class B-3 Certificates on prior Distribution Dates
pursuant to
Paragraph eleventh of Section 4.01(a).
Class B-4 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or the Authenticating
Agent in
substantially the form set forth in Exhibit B-4 and Exhibit C
hereto.
Class B-4 Certificateholder: The registered holder of a Class
B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-4 Certificates
pursuant to
Paragraphs thirteenth, fourteenth and fifteenth of Section
4.01(a).
Class B-4 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class B-4
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class B-4 Certificates on such Distribution Date pursuant to
Paragraph
thirteenth of Section 4.01(a).
Class B-4 Optimal Principal Amount: As to any Distribution Date
and each Outstanding Mortgage Loan, an amount equal to the sum
of
(I) the sum of:
(i) the Class B-4 Percentage of the principal portion of the
Monthly
Payment
due on the Due Date occurring in the month of such Distribution
Date on
such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled
Principal
Balance of
such Mortgage Loan which, during the one month period ending on
the day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid
principal
balance of
such Mortgage Loan substituted for a Mortgage Loan during the
one month
period ending on the day preceding the Determination Date for
such
Distribution Date over the unpaid principal balance of such
Mortgage
Loan, less
the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable
Servicer,
the Master
Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-4 Prepayment Percentage of the Recovery for
such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class B-4 Optimal
Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount
calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as
set
forth in the next sentence, the percentage calculated by
multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class
B-4 Principal Balance (determined as of the Determination Date
preceding such
Distribution Date) and the denominator of which is the Class B
Principal
Balance.
Class B-4 Prepayment Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the percentage calculated by
multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of
which is the Class B-4 Principal Balance (determined as of the
Determination
Date preceding such Distribution Date) and the denominator of which
is (a) for
the purpose of allocating Liquidation Proceeds (other than Partial
Liquidation
Proceeds) the Class B Principal Balance and (b) for the purpose of
allocating
all other unscheduled principal distributions, the sum of the
Principal Balances
of the Classes of Class B Certificates eligible to receive such
unscheduled
principal distributions for such Distribution Date in accordance
with the
provisions of Section 4.01(d). Except as set forth in Section
4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to
receive such
unscheduled principal in accordance with Section 4.01(d)(i), the
Class B-4
Prepayment Percentage for such unscheduled principal distributions
for such
Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date,
the
Original Class B-4 Principal Balance. As of any subsequent
Determination Date,
the Original Class B-4 Principal Balance less the sum of all
amounts previously
distributed in respect of the Class B-4 Certificates on prior
Distribution Dates
(A) pursuant to Paragraph fifteenth of Section 4.01(a) and (B) as a
result of a
Principal Adjustment; provided, however, if the Class B-4
Certificates are the
most subordinate Certificates outstanding, the Class B-4 Principal
Balance will
equal the difference, if any, between the Adjusted Pool Amount as
of the
preceding Distribution Date less the sum of the Class A Principal
Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance and
the Class B-3
Principal Balance as of such Determination Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class B-4
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class B-4 Certificates on prior Distribution Dates
pursuant to
Paragraph fourteenth of Section 4.01(a).
Class B-5 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or the Authenticating
Agent in
substantially the form set forth in Exhibit B-5 and Exhibit C
hereto.
Class B-5 Certificateholder: The registered holder of a Class
B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-5 Certificates
pursuant to
Paragraphs sixteenth, seventeenth and eighteenth of Section
4.01(a).
Class B-5 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class B-5
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class B-5 Certificates on such Distribution Date pursuant to
Paragraph
sixteenth of Section 4.01(a).
Class B-5 Optimal Principal Amount: As to any Distribution Date
and each Outstanding Mortgage Loan, an amount equal to the sum
of
(I) the sum of:
(i) the Class B-5 Percentage of the principal portion of the
Monthly
Payment
due on the Due Date occurring in the month of such Distribution
Date on
such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled
Principal
Balance of
such Mortgage Loan which, during the one month period ending on
the day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid
principal
balance of such
Mortgage Loan substituted for a Mortgage Loan during the
one month
period ending on the day preceding the Determination Date for
such
Distribution Date over the unpaid principal balance of such
Mortgage
Loan, less
the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable
Servicer,
the Master
Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-5 Prepayment Percentage of the Recovery for
such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class B-5 Optimal
Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount
calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as
set
forth in the next sentence, the percentage calculated by
multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class
B-5 Principal Balance (determined as of the Determination Date
preceding such
Distribution Date) and the denominator of which is the Class B
Principal
Balance.
Class B-5 Prepayment Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the percentage calculated by
multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of
which is the Class B-5 Principal Balance (determined as of the
Determination
Date preceding such Distribution Date) and the denominator of which
is (a) for
the purpose of allocating Liquidation Proceeds (other than Partial
Liquidation
Proceeds) the Class B Principal Balance and (b) for the purpose of
allocating
all other unscheduled principal distributions, the sum of the
Principal Balances
of the Classes of Class B Certificates eligible to receive such
unscheduled
principal distributions for such Distribution Date in accordance
with the
provisions of Section 4.01(d). Except as set forth in Section
4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to
receive
unscheduled principal distributions in accordance with Section
4.01(d)(i), the
Class B-5 Prepayment Percentage for such unscheduled principal
distributions for
such Distribution Date will be zero.
Class B-5 Principal Balance: As to the first Determination Date,
the
Original Class B-5 Principal Balance. As of any subsequent
Determination Date,
the Original Class B-5 Principal Balance less the sum of all
amounts previously
distributed in respect of the Class B-5 Certificates on prior
Distribution Dates
(A) pursuant to Paragraph eighteenth of Section 4.01(a) and (B) as
a result of a
Principal Adjustment; provided, however, if the Class B-5
Certificates are the
most subordinate Certificates outstanding, the Class B-5 Principal
Balance will
equal the difference, if any, between the Adjusted Pool Amount as
of the
preceding Distribution Date less the sum of the Class A Principal
Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the
Class B-3
Principal Balance and the Class B-4 Principal Balance as of such
Determination
Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class B-5
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class B-5 Certificates on prior Distribution Dates
pursuant to
Paragraph seventeenth of Section 4.01(a).
Class B-6 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or the Authenticating
Agent in
substantially the form set forth in Exhibit B-6 and Exhibit C
hereto.
Class B-6 Certificateholder: The registered holder of a Class
B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-6 Certificates
pursuant to
Paragraphs nineteenth, twentieth and twenty-first of Section
4.01(a).
Class B-6 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual Amount of the Class B-6
Certificates
with respect to such Distribution Date exceeds the amount
distributed in respect
of the Class B-6 Certificates on such Distribution Date pursuant to
Paragraph
nineteenth of Section 4.01(a).
Class B-6 Optimal Principal Amount: As to any Distribution Date
and each Outstanding Mortgage Loan, an amount equal to the sum
of
(I) the sum of:
(i) the Class B-6 Percentage of the principal portion of the
Monthly
Payment
due on the Due Date occurring in the month of such Distribution
Date on such Mortgage
Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled
Principal
Balance of
such Mortgage Loan which, during the one month period ending on
the day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-6 Percentage of the excess of the unpaid
principal
balance of
such Mortgage Loan substituted for a Mortgage Loan during the
one month
period ending on the day preceding the Determination Date for
such
Distribution Date over the unpaid principal balance of such
Mortgage
Loan, less the
amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable
Servicer,
the Master
Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-6 Prepayment Percentage of the Recovery for
such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with
respect to
such Class and such Distribution Date, the Class B-6 Optimal
Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount
calculated
as described in the preceding provisions and (B) the Adjusted
Principal Balance
for the Class B-6 Certificates.
Class B-6 Percentage: As to any Distribution Date, except as
set
forth in the next sentence, the percentage calculated by
multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class
B-6 Principal Balance (determined as of the Determination Date
preceding such
Distribution Date) and the denominator of which is the Class B
Principal
Balance.
Class B-6 Prepayment Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the percentage calculated by
multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of
which is the Class B-6 Principal Balance (determined as of the
Determination
Date preceding such Distribution Date) and the denominator of which
is (a) for
the purpose of allocating Liquidation Proceeds (other than Partial
Liquidation
Proceeds) the Class B Principal Balance and (b) for the purpose of
allocating
all other unscheduled principal distributions, the sum of the
Principal Balances
of the Classes of Class B Certificates eligible to receive such
unscheduled
principal distributions for such Distribution Date in accordance
with the
provisions of Section 4.01(d). Except as set forth in Section
4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to
receive such
unscheduled principal in accordance with Section 4.01(d)(i), the
Class B-6
Prepayment Percentage for such unscheduled principal distributions
for such
Distribution Date will be zero.
Class B-6 Principal Balance: As to the first Determination Date,
the
Original Class B-6 Principal Balance. As of any subsequent
Determination Date,
the Original Class B-6 Principal Balance less the sum of all
amounts previously
distributed in respect of the Class B-6 Certificates on prior
Distribution Dates
pursuant to Paragraph twenty-first of Section 4.01(a); provided,
however, if the
Class B-6 Certificates are outstanding, the Class B-6 Principal
Balance will
equal the difference, if any, between the Adjusted Pool Amount as
of the
preceding Distribution Date less the sum of the Class A Principal
Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the
Class B-3
Principal Balance, the Class B-4 Principal Balance and the Class
B-5 Principal
Balance as of such Determination Date.
Class B-6 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate of the Class B-6
Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts
distributed in
respect of the Class B-6 Certificates on prior Distribution Dates
pursuant to
Paragraph twentieth of Section 4.01(a).
Clearing Agency: An organization registered as a "clearing
agency"
pursuant to Section 17A of the Exchange Act. The initial Clearing
Agency shall
be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects
book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates,
as set forth in Section 11.19.
Code: The Internal Revenue Code of 1986, as it may be amended
from
time to time, any successor statutes thereto, and applicable U.S.
Department of
the Treasury temporary or final regulations promulgated
thereunder.
Compensating Interest: With respect to any Distribution Date,
the
least of (a) the aggregate Prepayment Interest Shortfall on the
Mortgage Loans
for such Distribution Date, (b) the product of (i) 1/12th of 0.20%
and (ii) the
Pool Scheduled Principal Balance for such Distribution Date and (c)
the
Available Master Servicing Compensation for such Distribution
Date.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trustee at
which
at any particular time its corporate trust business shall be
administered, which
office, at the date of the execution of this instrument, is located
at 401 South
Tryon Street, Charlotte, North Carolina 28288.
Current Class A Interest Distribution Amount: As to any
Distribution
Date, the amount distributed in respect of the Class A Certificates
pursuant to
Paragraph first of Section 4.01(a) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any
Distribution
Date, the amount distributed in respect of the Classes of Class B
Certificates
pursuant to Paragraphs fourth, seventh, tenth, thirteenth,
sixteenth and
nineteenth of Section 4.01(a) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date, the percentage obtained
by dividing
the sum of the Principal Balances of the Class B-2, Class B-3,
Class B-4, Class
B-5 and Class B-6 Certificates by the sum of the Class A Principal
Balance and
the Class B Principal Balance. As to the first Distribution Date,
the Original
Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date, the percentage obtained
by dividing
the sum of the Principal Balances of the Class B-3, Class B-4,
Class B-5 and
Class B-6 Certificates by the sum of the Class A Principal Balance
and the Class
B Principal Balance. As to the first Distribution Date, the
Original Class B-2
Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date, the percentage obtained
by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and
Class B-6
Certificates by the sum of the Class A Principal Balance and the
Class B
Principal Balance. As to the first Distribution Date, the Original
Class B-3
Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date, the percentage obtained
by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6
Certificates by
the sum of the Class A Principal Balance and the Class B Principal
Balance. As
to the first Distribution Date, the Original Class B-4 Fractional
Interest.
Current Class B-5 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date, the percentage obtained
by dividing
the Principal Balance of the Class B-6 Certificates by the sum of
the Class A
Principal Balance and the Class B Principal Balance. As to the
first
Distribution Date, the Original Class B-5 Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which
is not a Prepayment in Full.
Curtailment Interest Shortfall: On any Distribution Date with
respect to a Mortgage Loan which was the subject of a
Curtailment:
(A) in the case
where the Applicable Unscheduled Principal
Receipt Period is the Mid-Month Receipt Period and such
Curtailment is received by the Servicer on or after the
Determination Date in the month preceding the month of such
Distribution Date but prior to the first day of the month
of such Distribution Date, the amount of interest that
would have accrued at the Net Mortgage Interest Rate on the
amount of such Curtailment from the day of its receipt or,
if earlier, its application by the Servicer through the
last day of the month preceding the month of such
Distribution Date; and
(B) in the case
where the Applicable Unscheduled Principal
Receipt Period is the Prior Month Receipt Period and such
Curtailment is received by the Servicer during the month
preceding the month of such Distribution Date, the amount
of interest that would have accrued at the Net Mortgage
Interest Rate on the amount of such Curtailment from the
day of its receipt or, if earlier, its application by the
Servicer through the last day of the month in which such
Curtailment is received.
Custodial Agreement: The Custodial Agreement, dated as of
December
15, 2004, among the Custodian, the Seller, the Master Servicer and
the Trustee,
which agreement is attached hereto as Exhibit E, as the same may be
amended or
modified from time to time in accordance with the terms
thereof.
Custodial P&I Account: The Custodial P&I Account, as
defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In
determining
whether the Custodial P&I Account under any Servicing Agreement
is "acceptable"
to the Master Servicer (as may be required by the definition of
"Eligible
Account" contained in the Servicing Agreements), the Master
Servicer shall
require that any such account shall be acceptable to each of the
Rating
Agencies.
Custodian: Wells Fargo Bank, or its successor in interest under
the
Custodial Agreement. Initially, the custodial functions shall be
performed by
the Corporate Trust Services division of Wells Fargo Bank.
Cut-Off Date: The first day of the month of initial issuance of
the
Certificates as set forth in Section 11.01.
Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the Mortgage Loans is as set
forth in
Section 11.02.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its
unpaid
principal balance as of the close of business on the Cut-Off Date
(but without
giving effect to any Unscheduled Principal Receipts received or
applied on the
Cut-Off Date), reduced by all payments of principal due on or
before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of
principal due
after the Cut-Off Date but received by the related Servicer on or
before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan
by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code,
except such a
reduction constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation
by a court of competent jurisdiction of the Mortgaged Property in
an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or
any reduction
in the amount of principal to be paid in connection with any
scheduled Monthly
Payment that results in a permanent forgiveness of principal, which
valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate representing the principal portion of the Cut-Off Date
Aggregate
Principal Balance evidenced by such Certificate.
Determination Date: The 17th day of the month in which the
related
Distribution Date occurs, or if such 17th day is not a Business
Day, the
Business Day preceding such 17th day.
Distribution Date: The 25th day of any month, beginning in the
month
following the month of initial issuance of the Certificates, or if
such 25th day
is not a Business Day, the Business Day following such 25th
day.
Distribution Date Statement: As defined in Section 4.03(a).
Document Transfer Event: The 60th day following the day on
which
either (i) Wells Fargo Bank is no longer the Servicer of any of the
Mortgage
Loans or (ii) the senior, unsecured long-term debt rating of Wells
Fargo &
Company is less than "BBB-" by Fitch.
Due Date: With respect to any Mortgage Loan, the day of the month
in
which the Monthly Payment on such Mortgage Loan is scheduled to be
paid.
Eligible Account: One or more accounts (i) that are maintained
with
a depository institution (which may be the Master Servicer) whose
long-term debt
obligations (or, in the case of a depository institution which is
part of a
holding company structure, the long-term debt obligations of such
parent holding
company) at the time of deposit therein are rated at least "AA" (or
the
equivalent) by each Rating Agency, (ii) the deposits in which are
fully insured
by the FDIC through either the Bank Insurance Fund or the Savings
Association
Insurance Fund, (iii) the deposits in which are insured by the FDIC
through
either the Bank Insurance Fund or the Savings Association Insurance
Fund (to the
limit established by the FDIC) and the uninsured deposits in which
accounts are
otherwise secured, as evidenced by an Opinion of Counsel delivered
to the
Trustee, such that the Trustee, on behalf of the Certificateholders
has a claim
with respect to the funds in such accounts or a perfected first
security
interest against any collateral securing such funds that is
superior to claims
of any other depositors or creditors of the depository institution
with which
such accounts are maintained, (iv) that are trust accounts
maintained with the
trust department of a federal or state chartered depository
institution or trust
company acting in its fiduciary capacity or (v) such other account
that is
acceptable to each of the Rating Agencies and would not cause the
Trust Estate
to fail to qualify as a REMIC or result in the imposition of any
federal tax on
the REMIC.
Eligible Investments: At any time, any one or more of the
following
obligations and securities which shall mature not later than the
Business Day
preceding the Distribution Date next succeeding the date of such
investment,
provided that such investments continue to qualify as "cash flow
investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof,
provided such obligations are backed by the full faith and
credit
of the
United States of America;
(ii) general obligations of or obligations guaranteed by any
state
of the
United States of America or the District of Columbia receiving
the
highest
short-term or highest long-term rating of each Rating Agency,
or
such lower
rating as would not result in the downgrading or withdrawal of
the rating
then assigned to any of the Certificates by either Rating
Agency or
result in any of such rated Certificates being placed on credit
review
status (other than for possible upgrading) by either Rating
Agency;
(iii) commercial or finance company paper which is then rated in
the
highest
long-term commercial or finance company paper rating category
of
each
Rating Agency or the highest short-term rating category of each
Rating
Agency, or such lower rating category as would not result in
the
downgrading or withdrawal of the rating then assigned to any of
the
Certificates by either Rating Agency or result in any of such
rated
Certificates being placed on credit review status (other than for
possible
upgrading)
by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal
funds
or
banker's acceptances issued by any depository institution or
trust
company
incorporated under the laws of the United States or of any
state
thereof
and subject to supervision and examination by federal and/or
state
banking
authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in
the
case of
the principal depository institution in a holding company
system,
the
commercial paper or debt obligations of such holding company) are
then
rated in
the highest short-term or the highest long-term rating category
for such
securities of each of the Rating Agencies, or such lower rating
categories
as would not result in the downgrading or withdrawal of the
rating then assigned
to any of the Certificates by either Rating Agency or
result in
any of such rated Certificates being placed on credit review
status
(other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank,
insurance
company or
other corporation acceptable to each Rating Agency at the time
of the
issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security
described in clauses (i) or (ii) above or any other security
issued or
guaranteed by an agency or instrumentality of the United States
of
America, in either case entered into with a depository institution
or
trust
company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by
any
corporation incorporated under the laws of the United States of
America or
any state
thereof which, at the time of such investment or contractual
commitment
providing for such investment, are then rated in the highest
short-term
or the highest long-term rating category by each Rating Agency,
or in such
lower rating category as would not result in the downgrading or
withdrawal
of the rating then assigned to any of the Certificates by
either
Rating Agency or result in any of such rated Certificates being
placed on
credit review status (other than for possible upgrading) by
either
Rating Agency;
(viii) such other investments acceptable to each Rating Agency
as
would not
result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such
rated
Certificates being placed on credit review status (other than for
possible
upgrading)
by either Rating Agency; and
(ix) any mutual fund, money market fund, common trust fund or
other
pooled
investment vehicle, the assets of which are limited to
instruments
that
otherwise would constitute Eligible Investments hereunder,
including
any such
fund that is managed by the Trustee or Master Servicer or any
affiliate
of the Trustee or Master Servicer or for which the Trustee or
Master
Servicer or any of its affiliates acts as an adviser as long as
such fund
is rated in at least the highest rating category by each Rating
Agency.
In no event shall an instrument be an Eligible Investment if
such
instrument evidences either (i) a right to receive only interest
payments with
respect to the obligations underlying such instrument, or (ii) both
principal
and interest payments derived from obligations underlying such
instrument and
the interest and principal payments with respect to such instrument
provide a
yield to maturity at the date of investment of greater than 120% of
the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the
Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Exchange Act: The Securities Exchange Act of 1934, as amended.
FDIC: The Federal Deposit Insurance Corporation or any
successor
thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the
final
distribution in respect of the Certificates is made pursuant to
Section 9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date
for
each Class of Certificates is January 25, 2035, which corresponds
to the "latest
possible maturity date" for purposes of Section 860G(a)(1) of the
Internal
Revenue Code of 1986, as amended.
Fitch: Fitch Ratings, or its successor in interest.
Full Unscheduled Principal Receipt: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i) in the amount of the
outstanding
principal balance of such Mortgage Loan and resulting in the full
satisfaction
of such Mortgage Loan or (ii) representing Liquidation Proceeds
other than
Partial Liquidation Proceeds.
Gross Margin: As to each Mortgage Loan, the fixed percentage
set
forth in the related Mortgage Note and indicated in the Mortgage
Loan Schedule
as the "Gross Margin," which percentage is added to the Index on
each Adjustment
Date to determine (subject to rounding, the Periodic Cap and the
Rate Ceiling)
the Mortgage Interest Rate on such Mortgage Loan until the next
Adjustment Date.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person,
such
Person who (i) is in fact independent of the Seller, the Master
Servicer and any
Servicer, (ii) does not have any direct financial interest or any
material
indirect financial interest in the Seller or the Master Servicer or
any Servicer
or in an affiliate of either and (iii) is not connected with the
Seller, the
Master Servicer or any Servicer as an officer, employee, promoter,
underwriter,
trustee, partner, director or person performing similar
functions.
Index: As to any Mortgage Loan and Adjustment Date, a rate per
annum
that is defined to be the weekly average yield on United States
Treasury
Securities adjusted to a constant maturity of one year, as made
available by the
Federal Reserve Board, published in Federal Reserve Statistical
Release H.15
(519) and most recently available as of the date 45 days before the
applicable
Adjustment Date. In the event that such Index is no longer
available, the
applicable Servicer will select a substitute Index in accordance
with the terms
of the related Mortgage Note and in compliance with federal and
state law.
Insurance Policy: Any insurance or performance bond relating to
a
Mortgage Loan or the Mortgage Loans, including any hazard
insurance, special
hazard insurance, flood insurance, primary mortgage insurance,
mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to
any
Insurance Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy
covering a Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any
Class
of Class A Certificates, (i) the product of (a) 1/12th of the Class
A
Pass-Through Rate for such Class and (b) the Principal Balance of
such Class as
of the Determination Date immediately preceding such Distribution
Date minus
(ii) the Class A Interest Percentage of such Class of (a) any
Non-Supported
Interest Shortfall allocated to the Class A Certificates with
respect to such
Distribution Date, (b) any Relief Act Shortfall allocated to such
Class and (c)
the interest portion of any Realized Losses allocated to the Class
A
Certificates on or after the Subordination Depletion Date pursuant
to Section
4.02(c).
As to any Distribution Date and any Class of Class B
Certificates,
an amount equal to (i) the product of 1/12th of the Class B
Pass-Through Rate
and the Principal Balance of such Class as of the Determination
Date preceding
such Distribution Date minus (ii) the Class B Interest Percentage
of such Class
of the sum of any Non-Supported Interest Shortfall and any Relief
Act Shortfall
allocated to the Class B Certificates with respect to such
Distribution Date.
Liquidated Loan: A Mortgage Loan with respect to which the
related
Mortgaged Property has been acquired, liquidated or foreclosed and
with respect
to which the applicable Servicer determines that all Liquidation
Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date,
the
aggregate of the amount of losses with respect to each Mortgage
Loan which
became a Liquidated Loan during the Applicable Unscheduled
Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such
Distribution
Date, equal to the excess of (i) the unpaid principal balance of
each such
Liquidated Loan, plus accrued interest thereon in accordance with
the
amortization schedule at the time applicable thereto at the
applicable Net
Mortgage Interest Rate from the Due Date as to which interest was
last paid with
respect thereto through the last day of the month preceding the
month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds
with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in
connection
with the liquidation of any defaulted Mortgage Loan or property
acquired in
respect thereof (including, without limitation, legal fees and
expenses,
committee or referee fees, and, if applicable, brokerage
commissions and
conveyance taxes), any unreimbursed advances expended by such
Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trustee
pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed
advances for
real property taxes or for property restoration or preservation of
the related
Mortgaged Property. Liquidation Expenses shall not include any
previously
incurred expenses in respect of an REO Mortgage Loan which have
been netted
against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) or PMI Advances made by a Servicer in
connection with the
liquidation of defaulted Mortgage Loans or property acquired in
respect thereof,
whether through foreclosure, sale or otherwise, including payments
in connection
with such Mortgage Loans received from the Mortgagor, other than
amounts
required to be paid to the Mortgagor pursuant to the terms of the
applicable
Mortgage or to be applied otherwise pursuant to law.
Liquidation Profits: As to any Distribution Date and any
Mortgage
Loan that became a Liquidated Loan during the Applicable
Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts
for such
Distribution Date, the excess, if any, of (i) Net Liquidation
Proceeds in
respect of such Liquidated Loan over (ii) the unpaid principal
balance of such
Liquidated Loan plus accrued interest thereon in accordance with
the
amortization schedule at the time applicable thereto at the
applicable Net
Mortgage Interest Rate from the Due Date to which interest was last
paid with
respect thereto through the last day of the month preceding the
month in which
such Distribution Date occurs.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular
Mortgage Loan at
origination and the denominator of which is the lesser of (x) the
appraised
value of the related Mortgaged Property determined in the appraisal
used by the
originator at the time of origination of such Mortgage Loan, and
(y) if the
Mortgage is originated in connection with a sale of the Mortgaged
Property, the
sale price for such Mortgaged Property.
Master Servicer: Wells Fargo Bank, or its successor in
interest.
Initially the Master Servicer functions shall be performed by the
Corporate
Trust Services division of Wells Fargo Bank.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer
pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum
rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.24.
Master Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the administration and master
servicing of
the Mortgage Loans.
MERS: The Mortgage Electronic Registration Systems, Inc.
MERS Mortgage Loan: Any MOM Mortgage Loan or any other Mortgage
Loan
as to which MERS is (or is intended to be) the mortgagee of record
and as to
which a MIN has been assigned.
MIN: A MERS Mortgage Identification Number assigned to a
Mortgage
Loan registered under MERS.
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.
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 December 15, 2004 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-1, which list may be amended following the
Closing Date upon
conveyance of a Substitute Mortgage Loan pursuant to Section 2.02,
2.03 or 2.06
and which list shall set forth at a minimum the following
information as of the
close of business on the Cut-Off Date (or, with respect to
Substitute Mortgage
Loans, as of the close of business on the day of substitution) as
to each
Mortgage Loan:
(i) the Mortgage
Loan identifying number;
(ii) the city, state
and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage
Interest Rate;
(v) the Net Mortgage Interest
Rate;
(vi) the Monthly
Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date
Principal Balance;
(x) the Loan-to-Value Ratio at
origination;
(xi) whether such
Mortgage Loan is covered by primary mortgage
insurance;
(xii) the applicable Servicing Fee Rate;
(xiii) the Master Servicing Fee Rate;
(xiv) the Index;
(xv) the Gross
Margin;
(xvi) the Periodic Cap;
(xvii) the first Adjustment Date;
(xviii) the Rate Ceiling; and
(xix) for each Other Servicer Mortgage Loan, the name of the
Servicer with respect thereto.
Such schedule may consist of multiple reports that collectively
set
forth all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and
assigned
to the Trustee on the Closing Date pursuant to Section 2.01(a) and
any mortgage
loans substituted therefor pursuant to Section 2.02, 2.03 or 2.06,
in each case
as from time to time are included in the Trust Estate as identified
in the
Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness
evidencing
the indebtedness of a Mortgagor under a Mortgage Loan together with
any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which
may
include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan,
a
rate equal to (i) the Mortgage Interest Rate on such Mortgage Loan
minus (ii)
the sum of (a) the applicable Servicing Fee Rate, as set forth in
Section 11.23
with respect to such Mortgage Loan and (b) the Master Servicing Fee
Rate, as set
forth in Section 11.24 with respect to such Mortgage Loan. Any
regular monthly
computation of interest at such rate shall be based upon annual
interest at such
rate on the applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net
of
any related expenses of the Servicer.
Net WAC: As to any Distribution Date, a per annum rate equal to
the
weighted average of the Net Mortgage Interest Rates of the Mortgage
Loans (based
on the Scheduled Principal Balances of the Mortgage Loans on the
first day of
the month preceding the month in which such Distribution Date
occurs).
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Nonrecoverable Advance: Any portion of a Periodic Advance
previously
made or proposed to be made in respect of a Mortgage Loan which has
not been
previously reimbursed to the Servicer, the Master Servicer or the
Trustee, as
the case may be, and which the Servicer, the Master Servicer or the
Trustee
determines will not, or in the case of a proposed Periodic Advance
would not, be
ultimately recoverable from Liquidation Proceeds or other
recoveries in respect
of the related Mortgage Loan. The determination by the Servicer,
the Master
Servicer or the Trustee (i) that it has made a Nonrecoverable
Advance or (ii)
that any proposed Periodic Advance, if made, would constitute a
Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the
Servicer
delivered to the Master Servicer for redelivery to the Trustee or,
in the case
of a Master Servicer determination, an Officer's Certificate of the
Master
Servicer delivered to the Trustee, in each case detailing the
reasons for such
determination.
Non-Supported Interest Shortfall: With respect to any
Distribution
Date, the sum of (i) the excess, if any, of the aggregate
Prepayment Interest
Shortfall on the Mortgage Loans over the aggregate Compensating
Interest with
respect to such Distribution Date and (ii) Curtailment Interest
Shortfalls with
respect to such Distribution Date. With respect to each
Distribution Date
occurring on or after the Subordination Depletion Date, the
Non-Supported
Interest Shortfall determined pursuant to the preceding sentence
will be
increased by the amount of any Subordination Depletion Date
Interest Shortfall
for such Distribution Date. Any Non-Supported Interest Shortfall
will be
allocated to (a) the Class A Certificates according to the
percentage obtained
by dividing the Class A Principal Balance by the sum of the Class A
Principal
Balance and the Class B Principal Balance and (b) the Class B
Certificates
according to the percentage obtained by dividing the Class B
Principal Balance
by the sum of the Class A Principal Balance and the Class B
Principal Balance.
Non-U.S. Person: As defined in Section 4.01(f).
NYCEMA: A New York Consolidation, Extension and Modification
Agreement.
Officers' Certificate: With respect to any Person, a
certificate
signed by the Chairman of the Board, the President or a Vice
President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers or
Assistant
Secretaries of such Person (or, in the case of a Person which is
not a
corporation, signed by the person or persons having like
responsibilities), and
delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, who may be
outside
or salaried counsel for the Seller, a Servicer or the Master
Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer,
acceptable to the
Trustee if such opinion is to be delivered to the Trustee;
provided, however,
that with respect to REMIC matters, matters relating to the
determination of
Eligible Accounts or matters relating to transfers of Certificates,
such counsel
shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event
will occur
with respect to such Class if: (i) the Principal Balance of such
Class on the
Determination Date succeeding such Distribution Date would have
been reduced to
zero (regardless of whether such Principal Balance was reduced to
zero as a
result of principal distribution or the allocation of Realized
Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates
would be subject
to further reduction as a result of the third sentence of the
definition of
Principal Balance or (b) the Principal Balance of a Class of Class
B
Certificates with a lower numerical designation would be reduced
with respect to
such Distribution Date as a result of the application of the
proviso in the
definition of Class B-1 Principal Balance, Class B-2 Principal
Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5
Principal Balance
or Class B-6 Principal Balance.
Original Class A Percentage: The Class A Percentage as of the
Cut-Off Date, as set forth in Section 11.03.
Original Class A Principal Balance: The sum of the Original
Principal Balances of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5,
Class A-6, Class A-7 and Class A-R Certificates, as set forth in
Section 11.04.
Original Class B Principal Balance: The sum of the Original
Class
B-1 Principal Balance, Original Class B-2 Principal Balance,
Original Class B-3
Principal Balance, Original Class B-4 Principal Balance, Original
Class B-5
Principal Balance and Original Class B-6 Principal Balance, as set
forth in
Section 11.06.
Original Class B-1 Fractional Interest: As to the first
Distribution
Date, the percentage obtained by dividing the sum of the Original
Class B-2
Principal Balance, the Original Class B-3 Principal Balance, the
Original Class
B-4 Principal Balance, the Original Class B-5 Principal Balance and
the Original
Class B-6 Principal Balance by the sum of the Original Class A
Principal Balance
and the Original Class B Principal Balance. The Original Class B-1
Fractional
Interest is specified in Section 11.08.
Original Class B-2 Fractional Interest: As to the first
Distribution
Date, the percentage obtained by dividing the sum of the Original
Class B-3
Principal Balance, the Original Class B-4 Principal Balance, the
Original Class
B-5 Principal Balance and the Original Class B-6 Principal Balance
by the sum of
the Original Class A Principal Balance and the Original Class B
Principal
Balance. The Original Class B-2 Fractional Interest is specified in
Section
11.09.
Original Class B-3 Fractional Interest: As to the first
Distribution
Date, the percentage obtained by dividing the sum of the Original
Class B-4
Principal Balance, the Original Class B-5 Principal Balance and the
Original
Class B-6 Principal Balance by the sum of the Original Class A
Principal Balance
and the Original Class B Principal Balance. The Original Class B-3
Fractional
Interest is specified in Section 11.10.
Original Class B-4 Fractional Interest: As to the first
Distribution
Date, the percentage obtained by dividing the sum of the Original
Class B-5
Principal Balance and the Original Class B-6 Principal Balance by
the sum of the
Original Class A Principal Balance and the Original Class B
Principal Balance.
The Original Class B-4 Fractional Interest is specified in Section
11.11.
Original Class B-5 Fractional Interest: As to the first
Distribution
Date, the percentage obtained by dividing the Original Class B-6
Principal
Balance by the sum of the Original Class A Principal Balance and
the Original
Class B Principal Balance. The Original Class B-5 Fractional
Interest is
specified in Section 11.12.
Original Class B-1 Percentage: The Class B-1 Percentage as of
the
Cut-Off Date, as set forth in Section 11.13.
Original Class B-2 Percentage: The Class B-2 Percentage as of
the
Cut-Off Date, as set forth in Section 11.14.
Original Class B-3 Percentage: The Class B-3 Percentage as of
the
Cut-Off Date, as set forth in Section 11.15.
Original Class B-4 Percentage: The Class B-4 Percentage as of
the
Cut-Off Date, as set forth in Section 11.16.
Original Class B-5 Percentage: The Class B-5 Percentage as of
the
Cut-Off Date, as set forth in Section 11.17.
Original Class B-6 Percentage: The Class B-6 Percentage as of
the
Cut-Off Date, as set forth in Section 11.18.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.07.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.07.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.07.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.07.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.07.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.07.
Original Principal Balance: Any of the Original Principal
Balances
of the Classes of Class A Certificates as set forth in Section
11.04; the
Original Class B-1 Principal Balance, Original Class B-2 Principal
Balance,
Original Class B-3 Principal Balance, Original Class B-4 Principal
Balance,
Original Class B-5 Principal Balance or Original Class B-6
Principal Balance as
set forth in Section 11.07.
Original Subordinated Percentage: The Subordinated Percentage as
of
the Cut-Off Date, as set forth in Section 11.05.
Other Servicer: Any of the Servicers other than Wells Fargo
Bank.
Other Servicer Mortgage Loan: Any of the Mortgage Loans, if
any,
identified in Exhibit F-2 hereto, as such Exhibit may be amended
from time to
time in connection with a substitution pursuant to Section 2.02 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 or 2.03.
Owner Mortgage Loan File: A file maintained by the Custodian
for
each Mortgage Loan that contains the documents specified in Section
2.01(a) and
any additional documents required to be added to the Owner Mortgage
Loan File
pursuant to this Agreement.
Partial Liquidation
Proceeds: Liquidation Proceeds received by a
Servicer prior to the Unscheduled Principal Receipt Period in which
the related
Mortgage Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trustee to
make distributions to Certificateholders with respect to the
Certificates and
to forward to Certificateholders the periodic and annual statements
required
by Section 4.04. The Paying Agent may be the Trustee. The initial
Paying
Agent is appointed in Section 4.03(b).
Payment Account: The account maintained pursuant to Section
4.03(a).
Percentage Interest: With respect to a Class A Certificate, the
undivided percentage interest obtained by dividing the original
principal
balance of such Certificate by the Original Principal Balance of
such Class of
Class A Certificates. With respect to a Class B Certificate of a
Class, the
undivided percentage interest obtained by dividing the original
principal
balance of such Certificate by the Original Principal Balance of
such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be
made
by a Servicer on any Distribution Date pursuant to its Servicing
Agreement or by
the Master Servicer or the Trustee hereunder, the amount of any
such advances
being equal to the total of all Monthly Payments (adjusted, in each
case (i) in
respect of interest, to the applicable Mortgage Interest Rate less
the Servicing
Fee in the case of Periodic Advances made by a Servicer and to the
applicable
Net Mortgage Interest Rate in the case of Periodic Advances made by
the Master
Servicer or Trustee and (ii) by the amount of any related Debt
Service
Reductions or reductions in the amount of interest collectable from
the
Mortgagor pursuant to the Servicemembers Civil Relief Act, as it
may be amended
from time to time, or similar legislation or regulations then in
effect) on the
Mortgage Loans, that (x) were delinquent as of the close of
business on the
related Determination Date, (y) were not the subject of a previous
Periodic
Advance by such Servicer or of a Periodic Advance by the Master
Servicer or the
Trustee, as the case may be and (z) have not been determined by the
Master
Servicer, such Servicer or Trustee to be Nonrecoverable
Advances.
Periodic Cap: For each Mortgage Loan, the applicable limit on
adjustment of the Mortgage Interest Rate for each Adjustment Date
specified in
the applicable Mortgage Note and designated as such in the Mortgage
Loan
Schedule.
Person: Any individual, corporation, partnership, joint
venture,
association, joint-stock company, trust, unincorporated
organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PMI Advance: As defined in the related Servicing Agreement, if
applicable.
Pool Balance: As of any Distribution Date, the sum of the
amounts
for each Mortgage Loan that is an Outstanding Mortgage Loan of the
Scheduled
Principal Balance of such Mortgage Loan.
Pool Distribution Amount: As of any Distribution Date, the
funds
eligible for distribution to the Class A Certificates and Class B
Certificates
on such Distribution Date, which shall be the sum of (i) all
previously
undistributed payments or other receipts on account of principal
and interest on
or in respect of the Mortgage Loans (including, without limitation,
the proceeds
of any repurchase of a Mortgage Loan by the Seller and any
Substitution
Principal Amount) received by the Master Servicer with respect to
the applicable
Remittance Date in the month of such Distribution Date and any
Unscheduled
Principal Receipts received by the Master Servicer on or prior to
the Business
Day preceding such Distribution Date, (ii) all Periodic Advances
made by a
Servicer pursuant to the related Servicing Agreement or Periodic
Advances made
by the Master Servicer or the Trustee pursuant to Section 3.03,
(iii) any
remaining Reimbursement Amount as provided in Section 4.01(a) and
(iv) all other
amounts required to be placed in the Certificate Account by the
Servicer on or
before the applicable Remittance Date or by the Master Servicer or
the Trustee
on or prior to the Distribution Date, but excluding the
following:
(a) amounts received as late payments of principal or interest
and
respecting
which the Master Servicer or the Trustee has made one or more
unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the
Trustee;
(c) those portions of each payment of interest on a particular
Mortgage
Loan which represent (i) the Servicing Fee and (ii) the Master
Servicing
Fee;
(d) all amounts representing scheduled payments of principal
and
interest
due after the Due Date occurring in the month in which such
Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers
after the
Applicable Unscheduled Principal Receipt Period relating to the
Distribution Date for the applicable type of Unscheduled
Principal
Receipt,
and all related payments of interest on such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08 on
or
following
the Determination Date in the month in which such Distribution
Date
occurs and the difference between the unpaid principal balance of
a
Mortgage
Loan substituted for a Mortgage Loan pursuant to Section 2.02,
2.03 or
2.06 on or following the Determination Date in the month in
which
such
Distribution Date occurs and the unpaid principal balance of
such
Mortgage
Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds which
represents
any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the
Certificate
Account in
respect of the Mortgage Loans, to the extent not covered by
clauses
(a) through (h) above, or not required to be deposited in the
Certificate Account under this Agreement;
(j) Liquidation Profits;
(k) Month End Interest; and
(l) all amounts reimbursable to a Servicer for PMI Advances.
Pool Scheduled Principal Balance: As to any Distribution Date,
the
aggregate Scheduled Principal Balances of all Mortgage Loans that
were
Outstanding Mortgage Loans on the Due Date in the month preceding
the month of
such Distribution Date.
Prepayment In Full: With respect to any Mortgage Loan, a
Mortgagor
payment consisting of a Principal Prepayment in the amount of the
outstanding
principal balance of such loan and resulting in the full
satisfaction of such
obligation.
Prepayment Interest Shortfall: On any Distribution Date, the
amount
of interest, if any, that would have accrued on any Mortgage Loan
which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate
for such
Mortgage Loan from the date of its Prepayment in Full (but in the
case of a
Prepayment in Full where the Applicable Unscheduled Principal
Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in
Full is on
or after the Determination Date in the month prior to the month of
such
Distribution Date and prior to the first day of the month of such
Distribution
Date) through the last day of the month prior to the month of such
Distribution
Date.
Principal Adjustment: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3
Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5
Optimal
Principal Amount or Class B-6 Optimal Principal Amount is
calculated in
accordance with the proviso in such definition with respect to any
Distribution
Date, the Principal Adjustment for such Class of Class B
Certificates shall
equal the difference between (i) the amount that would have been
distributed to
such Class as principal in accordance with Section 4.01(a) for such
Distribution
Date, calculated without regard to such proviso and assuming there
are no
Principal Adjustments for such Distribution Date and (ii) the
Adjusted Principal
Balance for such Class.
Principal Balance: As of the first Determination Date and as to
any
Class of Class A Certificates, the Original Principal Balance of
such Class. As
of any subsequent Determination Date prior to the Subordination
Depletion Date
and as to any Class of Class A Certificates, the Original Principal
Balance of
such Class less the sum of all amounts previously distributed in
respect of such
Class on prior Distribution Dates (i) pursuant to Paragraph third
of Section
4.01(a) and (ii) as a result of a Principal Adjustment. After the
Subordination
Depletion Date, each such Principal Balance of a Class of Class A
Certificates
will also be reduced (if clause (i) is greater than clause (ii)) or
increased
(if clause (i) is less than clause (ii)) on each Determination Date
by an amount
equal to the product of the Class A Loss Percentage of such Class
and the
difference, if any, between (i) the Class A Principal Balance as of
such
Determination Date without regard to this sentence and (ii) the
Adjusted Pool
Amount for the preceding Distribution Date; provided, however, that
the amount
of any such reduction for the Class A-2 Certificates will be
decreased by the
Class A-3 Loss Allocation Amount, the amount of any such reduction
for the Class
A-4, Class A-5 and Class A-6 Certificates will be decreased by the
Class A-7
Loss Allocation Amount and, after the Principal Balance of the
Class A-7
Certificates has been reduced to zero, the amount of any such
reduction for the
Class A-4 and Class A-5 Certificates will be decreased by the Class
A-6 Loss
Allocation Amount. In addition, any increase allocated to the Class
A-2
Certificates pursuant to the third sentence above will instead
increase the
Principal Balance of the Class A-3 Certificates, any increase
allocated to the
Class A-4, Class A-5 and Class A-6 Certificates pursuant to the
third sentence
above will instead increase the Principal Balance of the Class A-7
Certificates
and, after the Principal Balance of the Class A-7 Certificates has
been reduced
to zero, any increase allocated to the Class A-4 and Class A-5
Certificates
pursuant to the third sentence above will instead increase the
Principal Balance
of the Class A-6 Certificates. Notwithstanding the foregoing, on
any
Distribution Date in which the Class A-2 Loss Amount exceeds the
Principal
Balance of the Class A-3 Certificates prior to any reduction for
the Class A-3
Loss Allocation Amount, such excess will be allocated in reduction
of the
Principal Balance of the Class A-2 Certificates, on any
Distribution Date in
which the sum of the Class A-4, Class A-5 and Class A-6 Loss
Amounts exceeds the
Principal Balance of the Class A-7 Certificates prior to any
reduction for the
Class A-7 Loss Allocation Amount, such excess will be allocated,
pro rata, based
on the Class A-4, Class A-5 and Class A-6 Loss Amounts, in
reduction of the
Principal Balances of the Class A-4, Class A-5 and Class A-6
Certificates, and,
on any Distribution Date where the Principal Balance of the Class
A-7
Certificates has been reduced to zero and in which the sum of the
Class A-4 and
Class A-5 Loss Amounts exceeds the Principal Balance of the Class
A-6
Certificates prior to any reduction for the Class A-6 Loss
Allocation Amount,
such excess will be allocated, pro rata, based on the Class A-4 and
Class A-5
Loss Amounts, in reduction of the Principal Balances of the Class
A-4 and Class
A-5 Certificates.
As to the Class B Certificates, the Class B-1 Principal
Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4
Principal
Balance, Class B-5 Principal Balance and Class B-6 Principal
Balance,
respectively.
Notwithstanding the foregoing, no Principal Balance of a Class
will
be increased on any Determination Date such that the Principal
Balance of such
Class exceeds its Original Principal Balance less all amounts
previously
distributed in respect of such Class on prior Distribution Dates
pursuant to
Paragraph third of Section 4.01(a) or Paragraphs sixth, ninth,
twelfth,
fifteenth, eighteenth or twenty-first of Section 4.01(a).
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan
which
is received in advance of its Due Date and is not accompanied by an
amount
representing scheduled interest for any period subsequent to the
date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution
Date,
the calendar month preceding the month in which such Distribution
Date occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F
of
the Code.
Prospectus: The prospectus dated November 16, 2004 as
supplemented
by the prospectus supplement dated December 10, 2004, relating to
the Class A,
Class B-1, Class B-2 and Class B-3 Certificates.
Prudent Servicing Practices: The standard of care set forth in
each
Servicing Agreement.
Rate Ceiling: The maximum per annum Mortgage Interest Rate
permitted under the related Mortgage Note.
Rating Agency: Any nationally recognized statistical credit
rating
agency, or its successor, that rated one or more Classes of the
Certificates at
the request of the Seller at the time of the initial issuance of
the
Certificates. The Rating Agencies for the Class A Certificates and
the Class
B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates are
Fitch and
Moody's. If any such agency or a successor is no longer in
existence, "Rating
Agency" shall be such statistical credit rating agency, or other
comparable
Person, designated by the Seller, notice of which designation shall
be given to
the Trustee and the Master Servicer. References herein to the
highest short-term
rating category of a Rating Agency shall mean F-1+ in the case of
Fitch, P-1+ in
the case of Moody's and in the case of any other Rating Agency
shall mean its
equivalent of such ratings. References herein to the highest
long-term rating
categories of a Rating Agency shall mean AAA in the case of Fitch
and Aaa in the
case of Moody's, and in the case of any other Rating Agency shall
mean its
equivalent of such ratings without any plus or minus.
Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses incurred on Liquidated Loans for which the
Liquidation
Proceeds were received during the Applicable Unscheduled Principal
Receipt
Period with respect to Full Unscheduled Principal Receipts with
respect to such
Distribution Date and (ii) Bankruptcy Losses incurred during the
period
corresponding to the Applicable Unscheduled Principal Receipt
Period with
respect to Full Unscheduled Principal Receipts for such
Distribution Date.
Record Date: The last Business Day of the month preceding the
month
of the related Distribution Date.
Recovery: As to any Distribution Date, any amount received (net
of
any reimbursable expenses) on a Mortgage Loan subsequent to any
such Mortgage
Loan being determined to be a Liquidated Loan.
Reimbursement Amount: As defined in Section 2.03(c).
Relief Act Shortfall: Any interest shortfalls arising as a result
of
the reduction in the amount of monthly interest payments on any
Mortgage Loans
as a result of the application of the Servicemembers Civil Relief
Act, as it may
be amended from time to time, or comparable state legislation. Any
Relief Act
Shortfall will be allocated to (a) the Class A Certificates
according to the
percentage obtained by dividing the Class A Principal Balance by
the sum of the
Class A Principal Balance and the Class B Principal Balance and (b)
the Class B
Certificates according to the percentage obtained by dividing the
Class B
Principal Balance by the sum of the Class A Principal Balance and
the Class B
Principal Balance.
REMIC: A "real estate mortgage investment conduit" as defined
in
Code Section 860D. "The REMIC" means the REMIC constituted by the
Trust Estate.
REMIC Provisions: Provisions of the federal income tax law
relating
to REMICs, which appear at Sections 860A through 860G of Part IV of
Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions, and
U.S.
Department of the Treasury temporary, proposed or final regulations
promulgated
thereunder, as the foregoing are in effect (or with respect to
proposed
regulations, are proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing
Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated
Loan
and as to which the indebtedness evidenced by the related Mortgage
Note is
discharged and the related Mortgaged Property is held as part of
the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage
Loan
(including, without limitation, proceeds from the rental of the
related
Mortgaged Property).
Request for Release: A request for release (which may be in
electronic form) in substantially the form attached as Exhibit G
hereto.
Responsible Officer: When used with respect to the Trustee, the
Chairman or Vice-Chairman of the Board of Directors or Trustees,
the Chairman or
Vice-Chairman of the Executive or Standing Committee of the Board
of Directors
or Trustees, the President, the Chairman of the Committee on Trust
Matters, any
Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust
Officer or
Assistant Trust Officer, the Controller and any Assistant
Controller or any
other officer of the Trustee customarily performing functions
similar to those
performed by any of the above-designated officers and also, with
respect to a
particular matter, any other officer to whom such matter is
referred because of
such officer's knowledge of and familiarity with the particular
subject.
Retained
Mortgage Loan File: A file maintained by Wells Fargo Bank
prior to any Document Transfer Event for each Mortgage Loan that
contains the
documents specified in Section 2.01(b) and any additional documents
required to
be added to the Retained Mortgage Loan File pursuant to this
Agreement.
Rule 144A: Rule 144A promulgated under the Securities Act of
1933,
as amended.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of such Mortgage Loan as
of the Due
Date in the month preceding the month of such Distribution Date as
specified in
the amortization schedule at the time relating thereto (before any
adjustment to
such amortization schedule by reason of any bankruptcy (other than
Deficient
Valuations) or similar proceeding or any moratorium or similar
waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts
received or
applied by the applicable Servicer during the related Unscheduled
Principal
Receipt Period for each applicable type of Unscheduled Principal
Receipt related
to the Distribution Date occurring in the month preceding such
Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and
(C) the
payment of principal due on such Due Date and irrespective of any
delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled
Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time
through the last
day of such related Unscheduled Principal Receipt Period shall be
zero.
Seller: Wells Fargo Asset Securities Corporation, or its
successor in interest.
Servicer Mortgage Loan File: As defined in each of the
Servicing
Agreements.
Servicers: Wells Fargo Bank, as a Servicer under the related
Servicing Agreement. Initially the servicing functions performed by
Wells
Fargo Bank shall be performed by the Wells Fargo Home Mortgage
division of
Wells Fargo Bank.
Servicing Agreements: Each of the Servicing Agreements executed
with
respect to a portion of the Mortgage Loans by one of the Servicers,
which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its
Servicing Agreement.
Servicing Fee
Rate: With respect to a Mortgage Loan, as set forth
in Section 11.23.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage
Loans.
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences
the
smallest permissible Denomination for such Class, as set forth
in
Section 11.22.
Startup Day: As defined in Section 2.05.
Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A
Percentage
for such date.
Subordinated Prepayment Percentage: As to any Distribution
Date,
the percentage which is the difference between 100% and the Class
A
Prepayment Percentage for such date.
Subordination Depletion Date: The Distribution Date preceding
the
first Distribution Date on which the Class A Percentage (determined
pursuant to
clause (ii) of the definition thereof) equals or exceeds 100%.
Subordination Depletion Date Interest Shortfall: With respect to
any
Distribution Date that occurs on or after the Subordination
Depletion Date with
respect to any Unscheduled Principal Receipt (other than a
Prepayment in Full or
Curtailment):
(A) in the case
where the Applicable Unscheduled Principal
Receipt Period is the Mid-Month Receipt Period and such
Unscheduled Principal Receipt is received by the Servicer
on or after the Determination Date in the month preceding
the month of such Distribution Date but prior to the first
day of the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage
Interest Rate on the amount of such Unscheduled Principal
Receipt from the day of its receipt or, if earlier, its
application by the Servicer through the last day of the
month preceding the month of such Distribution Date; and
(B) in the case
where the Applicable Unscheduled Principal
Receipt Period is the Prior Month Receipt Period and such
Unscheduled Principal Receipt is received by the Servicer
during the month preceding the month of such Distribution
Date, the amount of interest that would have accrued at the
Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its receipt
or, if earlier, its application by the Servicer through the
last day of the month in which such Unscheduled Principal
Receipt is received.
Subsidy Account: If the Trust Estate contains any Subsidy Loans,
the
deposit account or accounts created and maintained by the Servicer
for deposit
of Subsidy Funds and amounts payable under interest subsidy
agreements relating
to mortgage loans other than the Mortgage Loans.
Subsidy Funds: If the Trust Estate contains any Subsidy Loans,
funds
contributed by the employer of a Mortgagor in order to reduce the
payments
required from the Mortgagor for a specified period in specified
amounts.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments
made by the
related Mortgagor will be less than the scheduled monthly interest
payments on
such Mortgage Loan, with the resulting difference in interest
payments being
provided by the employer of the Mortgagor.
Substitute Mortgage Loan: As defined in Section 2.02.
Substitution Principal Amount: With respect to any Mortgage
Loan
substituted in accordance with Section 2.02 or pursuant to Section
2.03 or 2.06,
the excess of (x) the unpaid principal balance of the Mortgage Loan
which is
substituted for over (y) the unpaid principal balance of the
Substitute Mortgage
Loan, each balance being determined as of the date of
substitution.
Trust: The trust created by this Agreement.
Trust Estate: The corpus of the Trust, consisting of the
Mortgage
Loans, such amounts as may be held from time to time in the
Certificate Account,
the rights of the Trustee to receive the proceeds of all insurance
policies and
performance bonds, if any, required to be maintained hereunder or
under the
related Servicing Agreement, property which secured a Mortgage Loan
and which
has been acquired by foreclosure or deed in lieu of foreclosure and
all other
property and rights described in the first paragraph of Section
2.01(a).
Trustee: Wachovia Bank, National Association, a national
banking
association with its principal office located in Charlotte, North
Carolina, or
any successor trustee appointed as herein provided.
Type 1 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-1 hereto, as such Exhibit may be amended from time to
time in
connection with a substitution pursuant to Section 2.02 or 2.06,
serviced under
the Wells Fargo Bank Servicing Agreement and having a Mid-Month
Receipt Period
with respect to all types of Unscheduled Principal Receipts.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2
Unpaid
Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the
Class B-4
Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall
and the Class
B-6 Unpaid Interest Shortfall.
Unscheduled Principal Receipt: Any Principal Prepayment or
other
recovery of principal on a Mortgage Loan, including, without
limitation,
Liquidation Proceeds, Net REO Proceeds, Recoveries and proceeds
received from
any condemnation award or proceeds in lieu of condemnation other
than that
portion of such proceeds released to the Mortgagor in accordance
with the terms
of the Mortgage or Prudent Servicing Practices, but excluding any
Liquidation
Profits and proceeds of a repurchase of a Mortgage Loan by the
Seller and any
Substitution Principal Amounts.
Unscheduled Principal Receipt Period: Either a Mid-Month
Receipt
Period or a Prior Month Receipt Period.
U.S. Person: As defined in Section 4.01(f).
Voting Interest: With respect to any provisions hereof providing
for
the action, consent or approval of the Holders of all Certificates
evidencing
specified Voting Interests in the Trust Estate, the Holders of each
Class of
Certificates will collectively be entitled to the then applicable
percentage of
the aggregate Voting Interest represented by all Certificates equal
to the ratio
obtained by dividing the Principal Balance of such Class by the sum
of the Class
A Principal Balance and the Class B Principal Balance. Each
Certificateholder of
a Class will have a Voting Interest equal to the product of the
Voting Interest
to which such Class is collectively entitled and the Percentage
Interest in such
Class represented by such Holder's Certificates. With respect to
any provisions
hereof providing for action, consent or approval of each Class of
Certificates
or specified Classes of Certificates, each Certificateholder of a
Class will
have a Voting Interest in such Class equal to such Holder's
Percentage Interest
in such Class.
Wells Fargo Bank: Wells Fargo Bank, N.A., or its successor in
interest.
Wells Fargo Bank Correspondents: The entities identified on a
list
provided by Wells Fargo Bank to the Master Servicer, from which
Wells Fargo Bank
purchased the Mortgage Loans.
Wells Fargo Bank Servicing Agreement: The Servicing Agreement
providing for the servicing of the Type 1 Mortgage Loans initially
by Wells
Fargo Bank.
Section 1.02 Acts of Holders.
(a) Any request, demand, authorization, direction, notice,
consent,
waiver or other action provided by this Agreement to be given or
taken by
Holders may be embodied in and evidenced by one or more instruments
of
substantially similar tenor signed by such Holders in person or by
an agent duly
appointed in writing. Except as herein otherwise expressly
provided, such action
shall become effective when such instrument or instruments are
delivered to the
Trustee. Proof of execution of any such instrument or of a writing
appointing
any such agent shall be sufficient for any purpose of this
Agreement and
conclusive in favor of the Trustee, if made in the manner provided
in this
Section 1.02. The Trustee shall promptly notify the Master Servicer
in writing
of the receipt of any such instrument or writing.
(b) The fact and date of the execution by any Person of any
such
instrument or writing may be proved by the affidavit of a witness
of such
execution or by a certificate of a notary public or other officer
authorized by
law to take acknowledgments of deeds, certifying that the
individual signing
such instrument or writing acknowledged to him the execution
thereof. When such
execution is by a signer acting in a capacity other than his or her
individual
capacity, such certificate or affidavit shall also constitute
sufficient proof
of his or her authority. The fact and date of the execution of any
such
instrument or writing, or the authority of the individual executing
the same,
may also be proved in any other manner which the Trustee deems
sufficient.
(c) The ownership of Certificates (whether or not such
Certificates
shall be overdue and notwithstanding any notation of ownership or
other writing
thereon made by anyone other than the Trustee and the
Authenticating Agent)
shall be proved by the Certificate Register, and neither the
Trustee, the Seller
nor the Master Servicer shall be affected by any notice to the
contrary.
(d)
Any request, demand, authorization, direction, notice, consent,
waiver or other action of the Holder of any Certificate shall bind
every future
Holder of the same Certificate and the Holder of every Certificate
issued upon
the registration of transfer thereof or in exchange therefor or in
lieu thereof
in respect of anything done, omitted or suffered to be done by the
Trustee, the
Seller or the Master Servicer in reliance thereon, whether or not
notation of
such action is made upon such Certificate.
Section 1.03 Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table
of
Contents are for convenience of reference only and shall not affect
the
interpretation or construction of this Agreement.
Section 1.04 Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this
Agreement and
their successors hereunder and the Holders of the Certificates any
benefit or
any legal or equitable right, power, remedy or claim under this
Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Seller, concurrently with the execution and delivery
hereof,
does hereby assign to the Trustee, without recourse all the right,
title and
interest of the Seller in and to (a) the Trust Estate, including
all interest
and principal received by the Seller on or with respect to the
Mortgage Loans
after the Cut-Off Date (and including scheduled payments of
principal and
interest due after the Cut-Off Date but received by the Seller on
or before the
Cut-Off Date and Unscheduled Principal Receipts received or applied
on the
Cut-Off Date, but not including payments of principal and interest
due on the
Mortgage Loans on or before the Cut-Off Date), (b) the Insurance
Policies, (c)
the obligations of the Servicers under the Servicing Agreements
with respect to
the Mortgage Loans, (d) the right to receive amounts, if any,
payable on behalf
of any Mortgagor from the Subsidy Account relating to any Subsidy
Loan and (e)
proceeds of all the foregoing. It is agreed and understood by the
Seller and the
Trustee that it is not intended that any mortgage loan be included
in the Trust
Estate that is a "High-Cost Home Loan" as defined in any of (i) the
New Jersey
Home Ownership Act effective November 27, 2003, (ii) the New Mexico
Home Loan
Protection Act effective January 1, 2004 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; and
(iv) For each
Mortgage Loan secured by Co-op Shares, the originals
of the
following documents or instruments:
(a) The loan security agreement;
(b) The stock
certificate;
(c) The stock
power, executed in blank;
(d) The executed
proprietary lease;
(e) The executed
recognition agreement;
(f) The executed
UCC-1 financing statement with evidence of
recording thereon; and
(g) The executed
UCC-3 financing statements or other
appropriate UCC financing statements required by state
law, evidencing a complete and unbroken chain from the
mortgagee to the Trustee with evidence of recording
thereon (or in a form suitable for recordation).
(b) Following a Document Transfer Event, the Seller shall, with
respect to each Mortgage Loan, deliver, or cause to be delivered,
to the
Custodian within 60 days copies (which may be in electronic form
mutually agreed
upon by the Seller and the Custodian) of the following additional
documents or
instruments with respect to each Mortgage Loan; provided, however,
that
originals of such documents or instruments shall be delivered to
the Custodian
if originals are required under the law in which the related
Mortgaged Property
is located in order to exercise all remedies available to the Trust
under
applicable law following default by the related Mortgagor:
(i) The original recorded Mortgage with evidence of recordation
noted
thereon or attached thereto, together with any addenda or
riders
thereto,
or a copy of such recorded Mortgage with such evidence of
recordation certified to be true and correct by the appropriate
governmental recording office; or a copy of such recorded Mortgage
with
such
evidence of recordation, or if the original Mortgage has been
submitted
for recordation but has not been returned from the applicable
public
recording office, a copy of the Mortgage certified by an officer
of
Wells
Fargo Bank or the applicable Wells Fargo Bank Correspondent to be
a
true and
correct copy of the original Mortgage submitted for
recordation;
(ii) The original of each assumption agreement, modification,
written
assurance or substitution agreement pertaining to such
Mortgage,
if any,
or, if such document is in the process of being recorded, a
copy
of such
document, certified by an officer of Wells Fargo Bank or the
applicable
Wells Fargo Bank Correspondent of such Mortgage Loan or by the
applicable
title insurance company, closing agent, settlement agent,
escrow
agent or closing attorney to be a true and correct copy of such
document
transmitted for recordation, if any;
(iii) For each MERS Mortgage Loan that is not a MOM Mortgage
Loan,
the
original assignment showing MERS as the assignee of the Mortgage,
with
evidence
of recording thereon or copies thereof certified by an officer
of
Wells
Fargo Bank or the applicable Wells Fargo Bank Correspondent to
have
been
submitted for recordation;
(iv) Each original recorded intervening assignment of the
Mortgage
as may be
necessary to show a complete chain of title from the Mortgage
Loan
originator to Wells Fargo Bank or Wells Fargo Home Mortgage,
Inc.,
with
evidence of recordation noted thereon or attached thereto, or a
copy
of such
assignment with such evidence of recordation to be true and
correct by
the appropriate governmental recording office, or, if any such
assignment
has been submitted for recordation but has not been returned
from the
applicable public recording office or is not otherwise
available,
a copy of
such assignment certified by an officer of Wells Fargo Bank or
the
applicable Wells Fargo Bank Correspondent to be a true and
correct
copy of
the recorded assignment submitted for recordation; and
(v) The original policy of the title insurance or certificate
of
title
insurance or a written commitment to issue such a title
insurance
policy or
certificate of title insurance, or a copy of such title
insurance
certified as true and correct by the applicable insurer or any
attorney's
certificate of title with an Officer's Certificate of Wells
Fargo Bank
or the applicable Wells Fargo Bank Correspondent that such
attorney's
certificate of title is customarily used in lieu of a title
insurance
policy in the jurisdiction in which the related mortgage
property
is located.
(c) If any assignment of a Mortgage to the Trustee is in the
process
of being recorded on the Closing Date, the Seller shall use its
best efforts to
cause each such original recorded document or certified copy
thereof to be
delivered to the Custodian promptly following its recordation, but
in no event
later than one (1) year following the Closing Date. If any Mortgage
has been
recorded in the name of MERS or its designee, no assignment of
Mortgage in favor
of the Trustee will be required to be prepared or delivered and
instead, the
Master Servicer shall take all actions as are necessary to cause
the Trust
Estate to be shown as the owner of the related Mortgage Loan on the
records of
MERS for the purpose of the system of recording transfers of
beneficial
ownership of mortgages maintained by MERS. The Seller shall also
cause to be
delivered to the Custodian any other original mortgage loan
document included in
the Owner Mortgage Loan File if a copy thereof has been delivered.
The Seller
shall pay from its own funds, without any right of reimbursement
therefor, the
amount of any costs, liabilities and expenses incurred by the Trust
Estate by
reason of the failure of the Seller to cause to be delivered to the
Custodian
within one (1) year following the Closing Date any assignment of a
Mortgage
(except with respect to any Mortgage recorded in the name of MERS)
not delivered
to the Custodian on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller
may,
deliver or cause to be delivered to the Custodian the assignment of
the Mortgage
Loan to the Trustee in a form suitable for recordation, if (i) with
respect to a
particular state the Trustee has received an Opinion of Counsel
acceptable to it
that such recording is not required to make the assignment
effective against the
parties to the Mortgage or subsequent purchasers or encumbrances of
the
Mortgaged Property or (ii) the Seller has been advised by each
Rating Agency
that non-recordation in a state will not result in a reduction of
the rating
assigned by that Rating Agency at the time of initial issuance of
the
Certificates. Set forth on Exhibit K attached hereto is a list of
all states
where recordation is required by either Rating Agency to obtain the
initial
ratings of the Certificates. The Custodian may rely and shall be
protected in
relying upon the information contained in such Exhibit K. In the
event that the
Custodian receives notice that recording is required to protect the
right, title
and interest of the Trustee in and to any such Mortgage Loan for
which
recordation of an assignment has not previously been required, the
Custodian
shall promptly notify the Trustee and the Custodian shall within
five Business
Days (or such other reasonable period of time mutually agreed upon
by the
Custodian and the Trustee) of its receipt of such notice deliver
each previously
unrecorded assignment to the related Servicer for recordation.
(d) Except for Mortgage Notes endorsed in blank, endorsements
shall
comply with the following format:
WITHOUT RECOURSE
PAY TO THE ORDER OF:
WACHOVIA BANK, NATIONAL ASSOCIATION, AS
TRUSTEE under the pooling and servicing
agreement dated as of [date];
and its successors and assigns,
[Wells Fargo Bank, N.A.] or [Wells Fargo Home Mortgage, Inc.]
[Signature of Officer]
[Officer's Name and Title]
Except where assignments in blank are authorized or in the case
of
any Mortgage registered in the name of MERS, assignments of any
Mortgage shall
comply with the following:
WACHOVIA BANK, NATIONAL ASSOCIATION, AS
TRUSTEE
and its successors and assigns
Section 2.02 Acceptance by Custodian.
Subject to the provisions of the following paragraph, pursuant
to
the Custodial Agreement, the Custodian, on behalf of the Trustee,
will declare
that it holds and will hold the documents delivered to it pursuant
to Section
2.01(a) above and the other documents constituting a part of the
Owner Mortgage
Loan Files or Retained Mortgage Loan Files (after the occurrence of
a Document
Transfer Event) delivered to it in trust, upon the trusts herein
set forth, for
the use and benefit of all present and future Certificateholders.
Upon execution
of this Agreement, the Custodian will deliver to the Seller and the
Trustee an
initial certification in the form of Exhibit N hereto, to the
effect that,
except as may be specified in a list of exceptions attached
thereto, it has
received the original Mortgage Notes relating to each Mortgage Loan
on the
Mortgage Loan Schedule.
The Custodian will review each Owner Mortgage Loan File within
45
days after execution of this Agreement. The Custodian will deliver
no later than
30 days after completion of such review to the Seller and the
Trustee a final
certification in the form of Exhibit O hereto to the effect that,
except as may
be specified in a list of exceptions attached thereto, all required
documents
set forth in Section 2.01(a) have been executed and received and
appear regular
on their face, and that such documents relate to the Mortgage Loans
identified
in the Mortgage Loan Schedule based on a comparison of the Mortgage
Loan
identifying number, Mortgagor name and street address, and in so
doing the
Custodian may rely on the purported due execution and genuineness
of any such
document and on the purported genuineness of any signature
thereon.
If within such 45 day period the Custodian finds any document
constituting a part of an Owner Mortgage Loan File not to have been
executed or
received or to be unrelated to the Mortgage Loans identified in the
Mortgage
Loan Schedule or not to appear regular on its face, the Custodian
shall promptly
(and in no event more than 30 days after completion of the review)
notify the
Trustee and the Trustee shall notify the Seller. The Seller shall
have a period
of 60 days after the date of such notice within which to correct or
cure any
such defect. The Seller hereby covenants and agrees that, if any
material defect
is not so corrected or cured, the Seller will, not later than 60
days after the
Trustee's notice to it referred to above respecting such defect,
either (i)
repurchase the related Mortgage Loan or any property acquired in
respect thereof
from the Trust Estate at a price equal to (a) 100% of the unpaid
principal
balance of such Mortgage Loan plus (b) accrued interest at the
Mortgage Interest
Rate through the last day of the month in which such repurchase
takes place or
(ii) if within two years of the Startup Day, or such other period
permitted by
the REMIC Provisions, substitute for any Mortgage Loan to which
such material
defect relates, a new mortgage loan (a "Substitute Mortgage Loan")
having such
characteristics so that the representations and warranties of the
Seller set
forth in Section 2.03(b) hereof (other than Section 2.03(b)(i))
would not have
been incorrect had such Substitute Mortgage Loan originally been a
Mortgage
Loan. In no event shall any Substitute Mortgage Loan have an unpaid
principal
balance, as of the date of substitution, greater than the Scheduled
Principal
Balance (reduced by the scheduled payment of principal due on the
Due Date in
the month of substitution) of the Mortgage Loan for which it is
substituted. In
addition, such Substitute Mortgage Loan (i) shall have a
Loan-to-Value Ratio
less than or equal to and a Net Mortgage Interest Rate equal to
that of the
Mortgage Loan for which it is substituted, (ii) shall have the same
Gross Margin
and Index as that of the Mortgage Loan for which it is substituted
and (iii)
shall have the same frequency of mortgage rate adjustment as that
of the
Mortgage Loan for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the
purchase
price shall be deposited by the Seller in the Certificate Account
maintained by
the Master Servicer pursuant to Section 3.01. In the case of a
Substitute
Mortgage Loan, the Owner Mortgage Loan File (and Retained Mortgage
Loan File, if
required pursuant to Section 2.01(b) hereof) relating thereto shall
be delivered
to the Custodian and the Substitution Principal Amount, together
with (i)
interest on such Substitution Principal Amount at the applicable
Net Mortgage
Interest Rate to the following Due Date of such Mortgage Loan which
is being
substituted for and (ii) an amount equal to the aggregate amount of
unreimbursed
Periodic Advances in respect of interest previously made by the
Servicer, the
Master Servicer or the Trustee with respect to such Mortgage Loan,
shall be
deposited in the Certificate Account. The Monthly Payment on the
Substitute
Mortgage Loan for the Due Date in the month of substitution shall
not be part of
the Trust Estate. Upon receipt by the Custodian of a Request for
Release signed
by an officer of the Seller, the Custodian shall release to the
Seller the
related Owner Mortgage Loan File (and Retained Mortgage Loan File,
if
applicable). The Trustee shall execute and deliver such instrument
of transfer
or assignment (or, in the case of a Mortgage Loan registered in the
name of MERS
or its designee, the Master Servicer shall cause the applicable
Servicer to take
all necessary action to reflect such assignment on the records of
MERS), in each
case without recourse, as shall be necessary to vest in the Seller
legal and
beneficial ownership of such substituted or repurchased Mortgage
Loan or
property. It is understood and agreed that the obligation of the
Seller to
substitute a new Mortgage Loan for or repurchase any Mortgage Loan
or property
as to which such a material defect in a constituent document exists
shall
constitute the sole remedy respecting such defect available to
the
Certificateholders or the Trustee on behalf of the
Certificateholders. The
failure of the Custodian to give the final certification or the
Trustee to give
any notice within the required time periods shall not affect or
relieve the
Seller's obligation to repurchase any Mortgage Loan pursuant to
this Section
2.02.
Section 2.03 Representations and Warranties of the Master
Servicer
and the Seller.
(a) The Master Servicer hereby represents and warrants to the
Trustee for the benefit of the Certificateholders that, as of the
date of
execution of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered
and validly existing in good standing under the laws of the
United
States;
(ii) The execution and delivery of this Agreement by the Master
Servicer
and its performance and compliance with the terms of this
Agreement
will not violate the Master Servicer's corporate charter or
by-laws or
constitute a default (or an event which, with notice or lapse
of time,
or both, would constitute a default) under, or result in the
breach of,
any material contract, agreement or other instrument to which
the Master
Servicer is a party or which may be applicable to the Master
Servicer
or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery
by the Trustee and the Seller, constitutes a valid, legal and
binding
obligation of the Master Servicer, enforceable against it in
accordance
with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting
the
enforcement of creditors' rights generally and to general
principles of
equity,
regardless of whether such enforcement is considered in a
proceeding
in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order
or decree
of any court or any order, regulation or demand of any federal,
state,
municipal or governmental agency, which default might have
consequences that would materially and adversely affect the
condition
(financial
or other) or operations of the Master Servicer or its
properties
or might have consequences that would affect its performance
hereunder;
and
(v) No litigation is pending or, to the best of the Master
Servicer's
knowledge, threatened against the Master Servicer which would
prohibit
its entering into this Agreement or performing its obligations
under this
Agreement.
It is understood and agreed that the representations and
warranties
set forth in this Section 2.03(a) shall survive delivery of the
respective Owner
Mortgage Loan Files to the Trustee or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee for
the
benefit of Certificateholders that, as of the date of execution of
this
Agreement, with respect to the Mortgage Loans, or each Mortgage
Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule was
true
and
correct in all material respects at the date or dates respecting
which
such
information is furnished as specified in the Mortgage Loan
Schedule;
(ii) Immediately prior to the transfer and assignment
contemplated
herein,
the Seller was the sole owner and holder of the Mortgage Loan
free
and clear
of any and all liens, pledges, charges or security interests of
any nature
and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first
lien
on the
property therein described, and the Mortgaged Property is free
and
clear of
all encumbrances and liens having priority over the first lien
of
the
Mortgage except for liens for real estate taxes and special
assessments not yet due and payable and liens or interests arising
under
or as a
result of any federal, state or local law, regulation or
ordinance
relating
to hazardous wastes or hazardous substances, and, if the
related
Mortgaged
Property is a condominium unit, any lien for common charges
permitted
by statute or homeowners association fees; and if the Mortgaged
Property
consists of shares of a cooperative housing corporation, any
lien
for
amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents
or
maintenance expenses secured by the real property owned by the
cooperative
housing
corporation; and any security agreement, chattel mortgage or
equivalent
document related to, and delivered to the Trustee or to the
Custodian
with, any Mortgage establishes in the Seller a valid and
subsisting
first lien on the property described therein and the Seller has
full right
to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or
the
related
Mortgage Note has modified the Mortgage or the related Mortgage
Note in
any material respect, satisfied, canceled or subordinated the
Mortgage
in whole or in part, released the Mortgaged Property in whole
or
in part
from the lien of the Mortgage, or executed any instrument of
release,
cancellation, modification or satisfaction, except in each case
as is
reflected in an agreement delivered to the Trustee or the
Custodian
pursuant
to Section 2.01(a);
(v) All taxes, governmental assessments, insurance premiums,
and
water,
sewer and municipal charges, which previously became due and
owing
have been
paid, or an escrow of funds has been established, to the extent
permitted
by law, in an amount sufficient to pay for every such item
which
remains
unpaid; and the Seller has not advanced funds, or received any
advance of
funds by a party other than the Mortgagor, directly or
indirectly
(except pursuant to any Subsidy Loan arrangement) for the
payment of
any amount required by the Mortgage, except for interest
accruing
from the date of the Mortgage Note or date of disbursement of
the
Mortgage
Loan proceeds, whichever is later, to the day which precedes by
thirty
days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire,
earthquake,
earth
movement other than earthquake, windstorm, flood, tornado or
similar
casualty
(excluding casualty from the presence of hazardous wastes or
hazardous
substances, as to which the Seller makes no representations),
so
as to
affect adversely the value of the Mortgaged Property as security
for
the
Mortgage Loan or the use for which the premises were intended and
to
the best
of the Seller's knowledge, there is no proceeding pending or
threatened
for the total or partial condemnation of the Mortgaged
Property;
(vii) The Mortgaged Property is free and clear of all mechanics'
and
materialmen's liens or liens in the nature thereof; provided,
however,
that this
warranty shall be deemed not to have been made at the time of
the
initial issuance of the Certificates if a title policy affording,
in
substance,
the same protection afforded by this warranty is furnished to
the
Trustee by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage
Loans secured by residential long-term leases, the Mortgaged
Property
consists of a fee simple estate in real property; all of the
improvements which are included for the purpose of determining
the
appraised
value of the Mortgaged Property lie wholly within the
boundaries
and building
restriction lines of such property and no improvements on
adjoining
properties encroach upon the Mortgaged Property (unless insured
against
under the related title insurance policy); and to the best of
the
Seller's
knowledge, the Mortgaged Property and all improvements thereon
comply
with all requirements of any applicable zoning and subdivision
laws
and
ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state
or
federal
laws, regulations and other requirements, pertaining to usury,
and
the
Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections,
licenses
and
certificates required to be made or issued with respect to all
occupied
portions of the Mortgaged Property and, with respect to the use
and
occupancy of the same, including, but not limited to, certificates
of
occupancy
and fire underwriting certificates, have been made or obtained
from the
appropriate authorities;
(xi) All payments required to be made up to the Due Date
immediately
preceding
the Cut-Off Date for such Mortgage Loan under the terms of the
related
Mortgage Note have been made and no Mortgage Loan had more than
one
delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other
agreements
executed
in connection therewith are genuine, and each is the legal,
valid
and
binding obligation of the maker thereof, enforceable in
accordance
with its
terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the
enforcement
of
creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a
proceeding in
equity or
at law); and, to the best of the Seller's knowledge, all
parties
to the
Mortgage Note and the Mortgage had legal capacity to execute
the
Mortgage
Note and the Mortgage and each Mortgage Note and Mortgage has
been duly
and properly executed by the Mortgagor;
(xiii) Each Mortgage Loan at the time it was originated complied
in
all
material respects with applicable federal, state and local laws
including,
without limitation, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit
opportunity,
predatory
and abusive lending laws and disclosure laws;
(xiv) The proceeds of the Mortgage Loans have been fully
disbursed,
there is
no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site
improvements and
as to
disbursements of any escrow funds therefor have been complied
with
(except
for escrow funds for exterior items which could not be
completed
due to
weather and escrow funds for the completion of swimming pools);
and
all costs,
fees and expenses incurred in making, closing or recording the
Mortgage
Loan have been paid, except recording fees with respect to
Mortgages
not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged
Property located in any jurisdiction, as to which an opinion of
counsel of
the type customarily rendered in such jurisdiction in lieu of
title
insurance is instead received) is covered by an American Land
Title
Association mortgagee title insurance policy or other generally
acceptable
form of
policy or insurance acceptable to Fannie Mae or Freddie Mac,
issued by
a title insurer acceptable to Fannie Mae or Freddie Mac
insuring
the
originator, its successors and assigns, as to the first priority
lien
of the
Mortgage in the original principal amount of the Mortgage Loan
and
subject
only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions
and
restrictions, rights of way, easements and other matters of public
record
as of the
date of recording of such Mortgage acceptable to mortgage
lending
institutions in the area in which the Mortgaged Property is
located or
specifically referred to in the appraisal performed in
connection
with the origination of the related Mortgage Loan, (C) liens
created
pursuant to any federal, state or local law, regulation or
ordinance
affording liens for the costs of clean-up of hazardous
substances
or hazardous wastes or for other environmental protection
purposes
and (D) such other matters to which like properties are
commonly
subject
which do not individually, or in the aggregate, materially
interfere
with the benefits of the security intended to be provided by
the
Mortgage;
the Seller is the sole insured of such mortgagee title
insurance
policy,
the assignment to the Trustee of the Seller's interest in such
mortgagee
title insurance policy does not require any consent of or
notification to the insurer which has not been obtained or made,
such
mortgagee
title insurance policy is in full force and effect and will be
in full
force and effect and inure to the benefit of the Trustee, no
claims
have been made under such mortgagee title insurance policy, and
no
prior
holder of the related Mortgage, including the Seller, has done,
by
act or
omission, anything which would impair the coverage of such
mortgagee
title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is
insured
by an
insurer acceptable to Fannie Mae or Freddie Mac against loss by
fire
and such
hazards as are covered under a standard extended coverage
endorsement, in an amount which is not less than the lesser of 100%
of the
insurable
value of the Mortgaged Property and the outstanding principal
balance of
the Mortgage Loan, but in no event less than the minimum amount
necessary to fully
compensate for any damage or loss on a replacement cost
basis; if
the Mortgaged Property is a condominium unit, it is included
under the
coverage afforded by a blanket policy for the project; if upon
origination of the Mortgage Loan, the improvements on the
Mortgaged
Property
were in an area identified in the Federal Register by the
Federal
Emergency
Management Agency as having special flood hazards, a flood
insurance
policy meeting the requirements of the current guidelines of
the
Federal
Insurance Administration is in effect with a generally
acceptable
insurance
carrier, in an amount representing coverage not less than the
least of
(A) the outstanding principal balance of the Mortgage Loan, (B)
the full
insurable value of the Mortgaged Property and (C) the maximum
amount of
insurance which was available under the National Flood
Insurance
Act of
1968, as amended; and each Mortgage obligates the Mortgagor
thereunder
to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no
default,
breach,
violation or event of acceleration existing under the Mortgage
or
the
related Mortgage Note and no event which, with the passage of time
or
with
notice and the expiration of any grace or cure period, would
constitute
a default, breach, violation or event of acceleration; the
Seller has
not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or
has
been
commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense
of
usury, nor
will the operation of any of the terms of the Mortgage Note or
Mortgage,
or the exercise of any right thereunder, render the Mortgage
Note or
Mortgage unenforceable, in whole or in part, or subject it to
any
right of
rescission, set-off, counterclaim or defense, including the
defense of
usury, and no such right of rescission, set-off, counterclaim
or defense
has been asserted with respect thereto;
(xix) Each
Mortgage Note is payable in monthly payments, resulting
in
complete amortization of the Mortgage Loan over a term of not more
than
360
months;
(xx) Each Mortgage contains customary and enforceable
provisions
such as to
render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of
the
security,
including realization by judicial foreclosure (subject to any
limitation
arising from any bankruptcy, insolvency or other law for the
relief of
debtors), and there is no homestead or other exemption
available
to the
Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in
any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States
and
consists
of a one- to four-unit residential property, which may include
a
detached
home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op
Shares,
leases or
occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of
Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit
has
been
delivered to the Trustee in place of the related Mortgage Note,
the
related
Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos
"living"
trust, (i)
such trust is in compliance with Fannie Mae or Freddie Mac
standards
for inter vivos trusts and (ii) holding title to the Mortgaged
Property
in such trust will not diminish any rights as a creditor
including
the right to full title to the Mortgaged Property in the event
foreclosure proceedings are initiated;
(xxvi) If the Mortgage Loan is secured by a long-term
residential
lease, (1)
the lessor under the lease holds a fee simple interest in the
land; (2)
the terms of such lease expressly permit the mortgaging of the
leasehold
estate, the assignment of the lease without the lessor's
consent
and the
acquisition by the holder of the Mortgage of the rights of the
lessee
upon foreclosure or assignment in lieu of foreclosure or
provide
the holder
of the Mortgage with substantially similar protections; (3) the
terms of
such lease do not (a) allow the termination thereof upon the
lessee's
default without the holder of the Mortgage being entitled to
receive
written notice of, and opportunity to cure, such default, (b)
allow the
termination of the lease in the event of damage or destruction
as long as
the Mortgage is in existence, (c) prohibit the holder of the
Mortgage
from being insured (or receiving proceeds of insurance) under
the
hazard
insurance policy or policies relating to the Mortgaged Property
or
(d) permit
any increase in rent other than pre-established increases set
forth in
the lease; (4) the original term of such lease is not less than
15 years;
(5) the term of such lease does not terminate earlier than five
years
after the maturity date of the Mortgage Note; and (6) the
Mortgaged
Property
is located in a jurisdiction in which the use of leasehold
estates in
transferring ownership in residential properties is a widely
accepted
practice;
(xxvii) No Mortgage Loan is a "high cost" loan as defined under
any
federal,
state or local law applicable to such Mortgage Loan at the time
of its
origination; and
(xxviii) No Mortgage Loan is serviced by the Trustee or an
affiliate
of the
Trustee.
Notwithstanding the foregoing, no representations or warranties
are
made by the Seller as to the environmental condition of any
Mortgaged Property;
the absence, presence or effect of hazardous wastes or hazardous
substances on
any Mortgaged Property; any casualty resulting from the presence or
effect of
hazardous wastes or hazardous substances on, near or emanating from
any
Mortgaged Property; the impact on Certificateholders of any
environmental
condition or presence of any hazardous substance on or near any
Mortgaged
Property; or the compliance of any Mortgaged Property with any
environmental
laws, nor is any agent, person or entity otherwise affiliated with
the Seller
authorized or able to make any such representation, warranty or
assumption of
liability relative to any Mortgaged Property. In addition, no
representations or
warranties are made by the Seller with respect to the absence or
effect of fraud
in the origination of any Mortgage Loan.
It
is understood and agreed that the representations and
warranties
set forth in this Section 2.03(b) shall survive delivery of the
respective Owner
Mortgage Loan Files (and Retained Mortgage Loan Files, if
applicable) to the
Custodian and shall inure to the benefit of the Trustee
notwithstanding any
restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer,
the
Trustee or the Custodian that any of the representations and
warranties made in
subsection (b) above is not accurate (referred to herein as a
"breach") and,
except for a breach of the representation and warranty set forth in
subsection
(b)(i), where such breach is a result of the Cut-Off Date Principal
Balance of a
Mortgage Loan being greater, by $5,000 or greater, than the Cut-Off
Date
Principal Balance of such Mortgage Loan indicated on the Mortgage
Loan Schedule,
that such breach materially and adversely affects the interests of
the
Certificateholders in the related Mortgage Loan, the party
discovering such
breach shall give prompt written notice to the other parties (any
Custodian
being so obligated under a Custodial Agreement). Within 60 days of
the earlier
of its discovery or its receipt of notice of any such breach the
Seller shall
cure such breach in all material respects or shall either (i)
repurchase the
Mortgage Loan or any property acquired in respect thereof from the
Trust Estate
at a price equal to (A) 100% of the unpaid principal balance of
such Mortgage
Loan plus (B) accrued interest at the Net Mortgage Interest Rate
for such
Mortgage Loan through the last day of the month in which such
repurchase took
place or (ii) if within two years of the Startup Day, or such other
period
permitted by the REMIC Provisions, substitute for such Mortgage
Loan in the
manner described in Section 2.02. In addition to the foregoing, if
a breach of
the representation set forth in clause (b)(xiii) of this Section
2.03 occurs as
a result of a violation of an applicable predatory or abusive
lending law, the
Seller shall reimburse the Trust for all costs and damages
including, but not
limited to, reasonable attorneys' fees and costs, incurred by the
Trust as a
result of the violation of such law (such amount, the
"Reimbursement Amount").
The purchase price of any repurchase described in this paragraph,
the
Substitution Principal Amount, if any, plus accrued interest
thereon and the
other amounts referred to in Section 2.02, and any Reimbursement
Amount shall be
deposited in the Certificate Account. It is understood and agreed,
except with
respect to the second preceding sentence, that the obligation of
the Seller to
repurchase or substitute for any Mortgage Loan or property as to
which such a
breach has occurred and is continuing shall constitute the sole
remedy
respecting such breach available to Certificateholders or the
Trustee on behalf
of Certificateholders, and such obligation shall survive until
termination of
the Trust Estate hereunder.
Section 2.04 Execution and Delivery of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage
Loans
and acknowledges the delivery of the Owner Mortgage Loan Files to
the Custodian,
on behalf of the Trustee, and, concurrently with such delivery, has
executed and
delivered to or upon the order of the Seller, in exchange for the
Mortgage Loans
together with all other assets included in the definition of "Trust
Estate,"
receipt of which is hereby acknowledged, Certificates in
authorized
denominations which evidence ownership of the entire Trust
Estate.
Section 2.05 Designation of Certificates; Designation of Startup
Day
and Latest Possible Maturity Date.
The Seller hereby designates the Classes of Class A
Certificates
(other than the Class A-R Certificate) and the Classes of Class B
Certificates
as classes of "regular interests" and the Class A-R Certificate as
the single
class of "residual interest" in the REMIC for the purposes of Code
Sections
860G(a)(1) and 860G(a)(2), respectively. The Closing Date is hereby
designated
as the "Startup Day" of the REMIC within the meaning of Code
Section 860G(a)(9).
The "latest possible maturity date" of the regular interests in the
REMIC is
January 25, 2035 for purposes of Code Section 860G(a)(1).
Section 2.06 Optional Substitution of Mortgage Loans.
During the three-month period beginning on the Startup Date,
the
Seller shall have the right, but not the obligation, in its sole
discretion for
any reason, to substitute for any Mortgage Loan a Substitute
Mortgage Loan
meeting the requirements of Section 2.02. Any such substitution
shall be carried
out in the manner described in Section 2.02. The Substitution
Principal Amount,
if any, plus accrued interest thereon and the other amounts
referred to in
Section 2.02, shall be deposited in the Certificate Account.
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account.
(a) The Master Servicer shall establish and maintain a
Certificate
Account for the deposit of funds received by the Master Servicer
with respect to
the Mortgage Loans serviced by each Servicer pursuant to each of
the Servicing
Agreements. Such account shall be maintained as an Eligible
Account. The Master
Servicer shall give notice to each Servicer and the Seller of the
location of
the Certificate Account and of any change in the location
thereof.
(b) The Master Servicer shall deposit into the Certificate
Account
on the day of receipt thereof all amounts received by it from any
Servicer
pursuant to any of the Servicing Agreements and shall, in addition,
deposit into
the Certificate Account the following amounts, in the case of
amounts specified
in clause (i), not later than the Business Day preceding the
Distribution Date
on which such amounts are required to be distributed to
Certificateholders and,
in the case of the amounts specified in clause (ii), not later than
the Business
Day next following the day of receipt and posting by the Master
Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the
Master
Servicer
or the Trustee, if any and any amounts deemed received by the
Master
Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by
the
Seller
pursuant to Section 2.02, 2.03, 3.08 or 9.01 or that is
auctioned
by the
Master Servicer pursuant to Section 3.08, the purchase price
therefor
or, where applicable, any Substitution Principal Amount and any
amounts
received in respect of the interest portion of unreimbursed
Periodic
Advances.
(c) The Master Servicer shall cause the funds in the
Certificate
Account to be invested in Eligible Investments. No such Eligible
Investments
will be sold or disposed of at a gain prior to maturity unless the
Master
Servicer has received an Opinion of Counsel or other evidence
satisfactory to it
that such sale or disposition will not cause the Trust Estate to be
subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to
tax, or cause
the Trust Estate to fail to qualify as a REMIC while any
Certificates are
outstanding. Any amounts deposited in the Certificate Account prior
to the
Distribution Date shall be invested for the account of the Master
Servicer and
any investment income thereon shall be additional compensation to
the Master
Servicer for services rendered under this Agreement. The amount of
any losses
incurred in respect of any such investments shall be deposited in
the
Certificate Account by the Master Servicer out of its own funds
immediately as
realized, without any right of reimbursement therefor from the
Trust Estate.
(d) For purposes of this Agreement, the Master Servicer will be
deemed to have received from a Servicer on the applicable
Remittance Date for
such funds all amounts deposited by such Servicer into the
Custodial P&I Account
maintained in accordance with the applicable Servicing Agreement,
if such
Custodial P&I Account is not an Eligible Account as defined in
this Agreement,
to the extent such amounts are not actually received by the Master
Servicer on
such Remittance Date as a result of the bankruptcy, insolvency,
receivership or
other financial distress of the depository institution in which
such Custodial
P&I Account is being held. To the extent that amounts so deemed
to have been
received by the Master Servicer are subsequently remitted to the
Master
Servicer, the Master Servicer shall be entitled to retain such
amounts.
Section 3.02 Permitted Withdrawals from the Certificate
Account.
(a) The Master Servicer may, from time to time, make
withdrawals
from the Certificate Account for the following purposes (limited,
in the case of
Servicer reimbursements, to cases where funds in the respective
Custodial P&I
Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trustee or any
Servicer
for
Periodic Advances made by the Master Servicer or the Trustee
pursuant
to Section
3.03(a) or any Servicer pursuant to any Servicing Agreement
with
respect to previous Distribution Dates, such right to
reimbursement
pursuant
to this subclause (i) being limited to amounts received on or
in
respect of
particular Mortgage Loans (including, for this purpose,
Liquidation Proceeds, REO Proceeds and proceeds from the purchase,
sale,
repurchase
or substitution of Mortgage Loans pursuant to Section 2.02,
2.03,
2.06, 3.08 or 9.01) respecting which any such Periodic Advance
was
made;
(ii) to reimburse any Servicer, the Master Servicer or the
Trustee
for any
Periodic Advances determined in good faith to have become
Nonrecoverable Advances;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts
expended by
the Master
Servicer or any Servicer pursuant hereto or to any Servicing
Agreement,
respectively, in good faith in connection with the restoration
of damaged
property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery
(including Net REO Proceeds) with respect to a particular
Mortgage
Loan, to pay the Master Servicing Fee with respect to such
Mortgage
Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the
Trustee
(or, in
certain cases, the Seller) for expenses incurred by it
(including
taxes paid
on behalf of the Trust Estate) and recoverable by or
reimbursable to it pursuant to Section 3.03(c), 3.03(d), 3.09 or
6.03 or
the second
sentence of Section 8.13(a) or pursuant to such Servicer's
Servicing
Agreement, provided such expenses are "unanticipated" within
the
meaning of
the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to
each
Mortgage
Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 2.02, 2.03, 2.06, 3.08
or 9.01
or
auctioned pursuant to Section 3.08, all amounts received thereon
and
not
required to be distributed as of the date on which the related
repurchase
or purchase price or Scheduled Principal Balance was
determined;
(vii) to remit funds to the Paying Agent in the amounts and in
the
manner
provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment
income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any unpaid
Master
Servicing
Fee or Servicing Fee (as adjusted pursuant to the related
Servicing
Agreement) and any unpaid assumption fees, late payment charges
or other
Mortgagor charges on the related Mortgage Loan;
(x) to pay to the Master Servicer as additional master
servicing
compensation any Liquidation Profits which a Servicer is not
entitled to
pursuant
to the applicable Servicing Agreement;
(xi) to withdraw from the Certificate Account any amount
deposited
in the
Certificate Account that was not required to be deposited
therein;
and
(xii) to clear and terminate the Certificate Account pursuant
to
Section
9.01.
(b) The Master Servicer shall keep and maintain separate
accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any
payment to and withdrawal from the Certificate Account.
Section 3.03 Advances by Master Servicer and Trustee.
(a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as
required by
the related Other Servicing Agreement prior to the Business Day
preceding the
Distribution Date occurring in the month during which such Periodic
Advance is
due, the Master Servicer shall make Periodic Advances to the extent
provided
hereby. In the event Wells Fargo Bank in its capacity as Servicer
fails to make
any required Periodic Advances of principal and interest on a
Mortgage Loan as
required by the Wells Fargo Bank Servicing Agreement prior to the
Business Day
preceding the Distribution Date occurring in the month during which
such
Periodic Advance is due, the Trustee shall, to the extent required
by Section
8.14, make such Periodic Advance to the extent provided hereby,
provided that
the Trustee has previously received the certificate of the Master
Servicer
described in the following sentence. The Master Servicer shall
certify to the
Trustee with respect to any such Distribution Date (i) the amount
of Periodic
Advances required of Wells Fargo Bank in its capacity as Servicer
or such Other
Servicer, as the case may be, (ii) the amount actually advanced by
Wells Fargo
Bank in its capacity as Servicer or such Other Servicer, (iii) the
amount that
the Trustee or Master Servicer is required to advance hereunder and
(iv) whether
the Master Servicer has determined that it reasonably believes that
such
Periodic Advance is a Nonrecoverable Advance. Amounts advanced by
the Trustee or
Master Servicer shall be deposited in the Certificate Account on
the Business
Day preceding the related Distribution Date. Notwithstanding the
foregoing,
neither the Master Servicer nor the Trustee will be obligated to
make a Periodic
Advance that it reasonably believes to be a Nonrecoverable Advance.
The Trustee
may conclusively rely for any determination to be made by it
hereunder upon the
determination of the Master Servicer as set forth in its
certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a
Mortgage Loan
required pursuant to the related Other Servicing Agreement, the
Master Servicer
shall, if the Master Servicer has actual knowledge of such failure
of the
Servicer, advance such funds and take such steps as are necessary
to pay such
taxes or insurance premiums. To the extent Wells Fargo Bank in its
capacity as
Servicer fails to make an advance on account of the taxes or
insurance premiums
with respect to a Mortgage Loan required pursuant to the Wells
Fargo Bank
Servicing Agreement, the Master Servicer shall, if the Master
Servicer knows of
such failure of Wells Fargo Bank in its capacity as Servicer,
certify to the
Trustee that such failure has occurred. Upon receipt of such
certification, the
Trustee shall advance such funds and take such steps as are
necessary to pay
such taxes or insurance premiums.
(c) The Master Servicer and the Trustee shall each be entitled to
be
reimbursed from the Certificate Account for any Periodic Advance
made by it
under Section 3.03(a) to the extent described in Section
3.02(a)(i). The Master
Servicer and the Trustee shall be entitled to be reimbursed
pursuant to Section
3.02(a)(v) for any advance by it pursuant to Section 3.03(b). The
Master
Servicer shall diligently pursue restoration of such amount to the
Certificate
Account from the related Servicer. The Master Servicer shall, to
the extent it
has not already done so, upon the request of the Trustee, withdraw
from the
Certificate Account and remit to the Trustee any amounts to which
the Trustee is
entitled as reimbursement pursuant to Section 3.02 (a)(i) and
(v).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trustee shall be required to pay or advance
any amount
which any Servicer was required, but failed, to deposit in the
Certificate
Account.
Section 3.04 Custodian to Cooperate; Release of Owner Mortgage
Loan
Files and Retained Mortgage Loan Files.
In connection with the deposit by a Servicer into the
Certificate
Account of the proceeds from a Liquidated Loan or of a Prepayment
in Full, the
Master Servicer or applicable Servicer shall confirm to the Trustee
that all
amounts required to be remitted to the Certificate Account in
connection with
such Mortgage Loan have been so deposited, and the Master Servicer
or applicable
Servicer shall deliver two copies of such Request for Release to
the Custodian.
The Custodian shall, within five Business Days of its receipt of
such a Request
for Release, release the related Owner Mortgage Loan File (and
Retained Mortgage
Loan File, if applicable) to the Master Servicer or such Servicer,
as requested
by the Master Servicer or such Servicer. No expenses incurred in
connection with
any instrument of satisfaction or deed of reconveyance shall be
chargeable to
the Certificate Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to,
collection under
any insurance policies, or to effect a partial release of any
Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan
shall deliver
to the Master Servicer or Custodian two copies of a Request for
Release. Upon
the Master Servicer's receipt of any such Request for Release, the
Master
Servicer shall promptly forward such request in hard copy or in
electronic
format acceptable to the Custodian. The Custodian shall, within
five Business
Days, release the related Owner Mortgage Loan File (and Retained
Mortgage Loan
File, if applicable) to the Master Servicer or such Servicer. Any
such Request
for Release shall obligate the Master Servicer or such Servicer, as
the case may
be, to return the Owner Mortgage Loan File (and Retained Mortgage
Loan File, if
applicable) to the Custodian by the twenty-first day following the
release
thereof, unless (i) the Mortgage Loan has been liquidated and the
Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the
Certificate
Account or (ii) the Owner Mortgage Loan File, Retained Mortgage
Loan File, if
applicable, or such document has been delivered to an attorney, or
to a public
trustee or other public official as required by law, for purposes
of initiating
or pursuing legal action or other proceedings for the foreclosure
of the
Mortgaged Property either judicially or non-judicially. Upon
receipt of two
copies of a Request for Release stating that such Mortgage Loan was
liquidated
and that all amounts received or to be received in connection with
such
liquidation which are required to be deposited into the Certificate
Account have
been so deposited, or that such Mortgage Loan has become an REO
Mortgage Loan,
the Custodian shall amend its records.
Upon written certification of the Master Servicer or the
Servicer
pursuant to clause (ii) of the preceding paragraph, the Trustee
shall execute
and deliver to the Master Servicer or such Servicer, as directed by
the Master
Servicer, court pleadings, requests for trustee's sale or other
documents
necessary to the foreclosure or trustee's sale in respect of a
Mortgaged
Property or to any legal action brought to obtain judgment against
any Mortgagor
on the Mortgage Note or Mortgage or to obtain a deficiency
judgment, or to
enforce any other remedies or rights provided by the Mortgage Note
or Mortgage
or otherwise available at law or in equity. Each such certification
shall
include a request that such pleadings or documents be executed by
the Trustee
and a statement as to the reason such documents or pleadings are
required and
that the execution and delivery thereof by the Trustee will not
invalidate or
otherwise affect the lien of the Mortgage, except for the
termination of such a
lien upon completion of the foreclosure proceeding or trustee's
sale.
Section 3.05 Reports to the Trustee; Annual Compliance
Statements.
(a) Not later than 15 days after each Distribution Date, the
Master
Servicer shall deliver to the Trustee a statement setting forth the
status of
the Certificate Account as of the close of business on such
Distribution Date
stating that all distributions required to be made by the Master
Servicer under
this Agreement have been made (or, if any required distribution has
not been
made by the Master Servicer, specifying the nature and status
thereof) and
showing, for the period covered by such statement, the aggregate
amount of
deposits into and withdrawals from such account for each category
of deposit and
withdrawal specified in Sections 3.01 and 3.02. Such statement may
be in the
form of the then current Fannie Mae monthly accounting report for
its Guaranteed
Mortgage Pass-Through Program with appropriate additions and
changes, and shall
also include information as to the aggregate unpaid principal
balance of all of
the Mortgage Loans as of the close of business as of the last day
of the
calendar month immediately preceding such Distribution Date. Copies
of such
statement shall be provided by the Trustee to any Certificateholder
upon written
request, provided such statement is delivered, or caused to be
delivered, by the
Master Servicer to the Trustee.
(b) The Master Servicer shall deliver to the Trustee on or
before
March 30 of each year, a certificate signed by an officer of the
Master
Servicer, certifying that (i) such officer has reviewed the
activities of the
Master Servicer during the preceding calendar year or portion
thereof and its
performance under this agreement, (ii) to the best of such
officer's knowledge,
based on such review, the Master Servicer has performed and
fulfilled its
duties, responsibilities and obligations under this agreement in
all material
respects throughout such year, or, if there has been a default in
the
fulfillment of any such duties, responsibilities or obligations,
specifying each
such default known to such officer and the nature and status
thereof, and (iii)
(A) the Master Servicer has received from each Servicer any
financial
statements, officer's certificates, accountant's statements or
other information
required to be provided to the Master Servicer pursuant to the
related Servicing
Agreement and (B) to the best of such officer's knowledge, based on
a review of
the information provided to the Master Servicer by each Servicer as
described in
(iii)(A) above, each Servicer has performed and fulfilled its
duties,
responsibilities and obligations under the related Servicing
Agreement in all
material respects throughout such year, or, if there has been a
default in the
fulfillment of any such duties, responsibilities or obligations,
specifying each
such default known to such officer and the nature and status
thereof. Copies of
such officers' certificate shall be provided by the Trustee to
any
Certificateholder upon written request provided such certificate is
delivered,
or caused to be delivered, by the Master Servicer to the
Trustee.
Section 3.06 Title, Management and Disposition of Any REO
Mortgage
Loan.
The Master Servicer shall enforce the obligations of the
applicable
Servicer to administer each REO Mortgage Loan at all times so that
each REO
Mortgage Loan qualifies as "foreclosure property" under the REMIC
Provisions and
that it does not earn any "net income from foreclosure property"
which is
subject to tax under the REMIC Provisions. In the event that a
Servicer is
unable to dispose of any REO Mortgage Loan within the period
mandated by each of
the Servicing Agreements, the Master Servicer shall monitor such
Servicer to
verify that such REO Mortgage Loan is auctioned to the highest
bidder within the
period so specified. In the event of any such sale of a REO
Mortgage Loan, the
Custodian shall, at the written request of the Master Servicer and
upon being
supported with appropriate forms therefor, within five Business
Days of the
deposit by the Master Servicer of the proceeds of such sale or
auction into the
Certificate Account, release or cause to be released to the entity
identified by
the Master Servicer the related Owner Mortgage Loan File, Retained
Mortgage Loan
File, if applicable, and Servicer Mortgage Loan File and shall
execute and
deliver such instruments of transfer or assignment, in each case
without
recourse, as shall be necessary to vest in the auction purchaser
title to the
REO Mortgage Loan and the Custodian shall have no further
responsibility with
regard to such Owner Mortgage Loan File, Retained Mortgage Loan
File, if
applicable, or Servicer Mortgage Loan File. Neither the Trustee,
the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate,
shall provide
financing from the Trust Estate to any purchaser of an REO Mortgage
Loan.
Section 3.07 Amendments to Servicing Agreements, Modification
of
Standard Provisions.
(a) Subject to the prior written consent of the Trustee pursuant
to
Section 3.07(b), the Master Servicer from time to time may, to the
extent
permitted by the applicable Servicing Agreement, make such
modifications and
amendments to such Servicing Agreement as the Master Servicer deems
necessary or
appropriate to confirm or carry out more fully the intent and
purpose of such
Servicing Agreement and the duties, responsibilities and
obligations to be
performed by the Servicer thereunder. Such modifications may only
be made if
they are consistent with the REMIC Provisions, as evidenced by an
Opinion of
Counsel. Prior to the issuance of any modification or amendment,
the Master
Servicer shall deliver to the Trustee such Opinion of Counsel and
an Officer's
Certificate setting forth (i) the provision that is to be modified
or amended,
(ii) the modification or amendment that the Master Servicer desires
to issue and
(iii) the reason or reasons for such proposed amendment or
modification.
(b) The Trustee shall consent to any amendment or supplement to
a
Servicing Agreement proposed by the Master Servicer pursuant to
Section 3.07(a),
which consent and amendment shall not require the consent of
any
Certificateholder if it is (i) for the purpose of curing any
mistake or
ambiguity or to further effect or protect the rights of the
Certificateholders
or (ii) for any other purpose, provided such amendment or
supplement for such
other purpose cannot reasonably be expected to adversely affect
Certificateholders. The lack of reasonable expectation of an
adverse effect on
Certificateholders may be established through the delivery to the
Trustee of (i)
an Opinion of Counsel to such effect or (ii) written notification
from each
Rating Agency to the effect that such amendment or supplement will
not result in
reduction of the current rating assigned by that Rating Agency to
the
Certificates. Notwithstanding the two immediately preceding
sentences, the
Trustee may, in its discretion, decline to enter into or consent to
any such
supplement or amendment if its own rights, duties or immunities
shall be
adversely affected.
(c)(i) Notwithstanding anything to the contrary in this Section
3.07, the Master Servicer from time to time may, without the
consent of any
Certificateholder or the Trustee, enter into an amendment (A) to an
Other
Servicing Agreement for the purpose of (i) eliminating or reducing
Month End
Interest and (ii) providing for the remittance of Full Unscheduled
Principal
Receipts by the applicable Servicer to the Master Servicer not
later than the
24th day of each month (or if such day is not a Business Day, on
the previous
Business Day) or (B) to the Wells Fargo Bank Servicing Agreement
for the purpose
of changing the applicable Remittance Date to the 18th day of each
month (or if
such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct Wells Fargo Bank in its
capacity
as Servicer to enter into an amendment to the Wells Fargo Bank
Servicing
Agreement for the purposes described in Section 3.07(c)(i)(B).
Section 3.08 Oversight of Servicing.
The Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans by each Servicer and the
performance by each
Servicer of all services, duties, responsibilities and obligations
(including
the obligation to maintain an Errors and Omissions Policy and
Fidelity Bond)
that are to be observed or performed by the Servicer under its
respective
Servicing Agreement. In performing its obligations hereunder, the
Master
Servicer shall act in a manner consistent with Accepted Master
Servicing
Practices and in a manner consistent with the terms and provisions
of any
insurance policy required to be maintained by the Master Servicer
or any
Servicer pursuant to this Agreement or any Servicing Agreement. The
Master
Servicer acknowledges that prior to taking certain actions required
to service
the Mortgage Loans, each Servicing Agreement provides that the
Servicer
thereunder must notify, consult with, obtain the consent of or
otherwise follow
the instructions of the Master Servicer. The Master Servicer is
also given
authority to waive compliance by a Servicer with certain provisions
of its
Servicing Agreement. In each such instance, the Master Servicer
shall promptly
instruct such Servicer or otherwise respond to such Servicer's
request. In no
event will the Master Servicer instruct such Servicer to take any
action, give
any consent to action by such Servicer or waive compliance by such
Servicer with
any provision of such Servicer's Servicing Agreement if any
resulting action or
failure to act would be inconsistent with the requirements of the
Rating
Agencies that rated the Certificates or would otherwise have an
adverse effect
on the Certificateholders. Any such action or failure to act shall
be deemed to
have an adverse effect on the Certificateholders if such action or
failure to
act either results in (i) the downgrading of the rating assigned by
either
Rating Agency to the Certificates, (ii) the loss by the Trust
Estate of REMIC
status for federal income tax purposes or (iii) the imposition of
any Prohibited
Transaction Tax or any federal taxes on either the REMIC or the
Trust Estate.
The Master Servicer shall have full power and authority in its sole
discretion
to take any action with respect to the Trust Estate as may be
necessary or
advisable to avoid the circumstances specified including clause
(ii) or (iii) of
the preceding sentence.
For the purposes of determining whether any modification of a
Mortgage Loan shall be permitted by the Master Servicer, such
modification shall
be construed as a substitution of the modified Mortgage Loan for
the Mortgage
Loan originally deposited in the Trust Estate if it would be a
"significant
modification" within the meaning of Section 1.860G-2(b) of the
regulations of
the U.S. Department of the Treasury. No modification shall be
approved unless
(i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under
Section 2.02 and (ii) with respect to any modification that occurs
more than
three months after the Closing Date and is not the result of a
default or a
reasonably foreseeable default under the Mortgage Loan, there is
delivered to
the Trustee an Opinion of Counsel (at the expense of the party
seeking to modify
the Mortgage Loan) to the effect that such modification would not
be treated as
giving rise to a new debt instrument for federal income tax
purposes as
described in the preceding sentence; provided, however, that no
such Opinion of
Counsel need be delivered if the sole purpose of the modification
is to reduce
the Monthly Payment on a Mortgage Loan as a result of a Curtailment
such that
the Mortgage Loan is fully amortized by its original maturity
date.
During the term of this Agreement, the Master Servicer shall
consult
fully with each Servicer as may be necessary from time to time to
perform and
carry out the Master Servicer's obligations hereunder and otherwise
exercise
reasonable efforts to cause such Servicer to perform and observe
the covenants,
obligations and conditions to be performed or observed by it under
its Servicing
Agreement.
The relationship of the Master Servicer to the Trustee under
this
Agreement is intended by the parties to be that of an independent
contractor and
not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf
of
the Trustee and shall have full power and authority, acting alone
or (subject to
Section 6.06) through one or more subcontractors, to do any and all
things in
connection with such administration which it may deem necessary or
desirable.
Upon the execution and delivery of this Agreement, and from time to
time as may
be required thereafter, the Trustee shall furnish the Master
Servicer or its
subcontractors with any powers of attorney and such other documents
as may be
necessary or appropriate to enable the Master Servicer to carry out
its
administrative duties hereunder.
The Seller shall have a limited option to repurchase any
defaulted
Mortgage Loan or REO Mortgage Loan during the following time
periods: (i)
beginning on the first day of the second month following the month
in which the
Master Servicer has reported that a Servicer has initiated
foreclosure
proceedings with respect to such a defaulted Mortgage Loan, with
such repurchase
option expiring on the last day of such second following month;
(ii) beginning
on the first day of the second month following the month in which
the Master
Servicer has reported that such defaulted Mortgage Loan has become
an REO
Mortgage Loan, with such repurchase option expiring on the last day
of such
second following month; and (iii) beginning on the day on which a
Servicer
accepts a contractual commitment by a third party to purchase the
Mortgaged
Property related to the defaulted Mortgage Loan or REO Mortgage
Loan, with such
repurchase option expiring on the earlier of the last day of the
month in which
such contractual commitment was accepted by the Servicer or the day
immediately
prior to the day on which the closing occurs with respect to such
third party
purchase of the Mortgaged Property related to the defaulted
Mortgage Loan or REO
Mortgage Loan. The Seller shall be entitled to repurchase at its
option any
Mortgage Loan in the Trust Estate which, pursuant to paragraph 5(b)
of the
Mortgage Loan Purchase Agreement, Wells Fargo Bank requests the
Seller to
repurchase and to sell to Wells Fargo Bank to facilitate the
exercise of Wells
Fargo Bank's rights against the originator or a prior holder of
such Mortgage
Loan. The purchase price for any Mortgage Loan repurchased pursuant
to this
paragraph shall be 100% of the unpaid principal balance of such
Mortgage Loan
plus accrued interest thereon at the Mortgage Interest Rate for
such Mortgage
Loan, through the last day of the month in which such repurchase
occurs. Upon
the receipt of such purchase price, the Master Servicer shall
provide to the
Trustee the certification required by Section 3.04 and the Trustee
and the
Custodian, if any, shall promptly release to the Seller the Owner
Mortgage Loan
File and Retained Mortgage Loan File, if applicable, relating to
the Mortgage
Loan being repurchased.
In the event that (i) the Master Servicer determines at any
time
that, notwithstanding the representations and warranties set forth
in Section
2.03(b), any Mortgage Loan is not a "qualified mortgage" within the
meaning of
Section 860G of the Code and (ii) the Trustee is unable to enforce
the
obligation of the Seller to purchase such Mortgage Loan pursuant to
Section 2.02
within two months of such determination, the Master Servicer shall
cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of
the Trust
Estate no later than the date 90 days after such determination. In
the event of
any such sale of a Mortgage Loan, the Custodian shall, at the
written request of
the Master Servicer and upon being supported with appropriate forms
therefor,
within five Business Days of the deposit by the Master Servicer of
the proceeds
of such auction into the Certificate Account, release or cause to
be released to
the entity identified by the Master Servicer the related Owner
Mortgage Loan
File, Retained Mortgage Loan File, if applicable, and Servicer
Mortgage Loan
File and shall execute and deliver such instruments of transfer or
assignment,
in each case without recourse, as shall be necessary to vest in the
auction
purchaser title to the Mortgage Loan and the Custodian shall have
no further
responsibility with regard to such Owner Mortgage Loan File,
Retained Mortgage
Loan File, if applicable, or Servicer Mortgage Loan File. None of
the Trustee,
the Custodian, the Master Servicer or any Servicer, acting on
behalf of the
Trustee, shall provide financing from the Trust Estate to any
purchaser of a
Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant
to
the Servicing Agreements, object to the foreclosure upon, or other
related
conversion of the ownership of, any Mortgaged Property by the
related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be
contaminated
with or affected by hazardous wastes or hazardous substances or
(ii) such
Servicer does not agree to administer such Mortgaged Property, once
the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would
not result
in a federal tax being imposed upon the Trust Estate or the
REMIC.
At the direction of the Seller, the Master Servicer may enter into
a
special servicing agreement with an unaffiliated holder of 100%
Percentage
Interest of a Class of Class B Certificates or a holder of a class
of securities
representing interests in the Class B Certificates and/or other
subordinated
mortgage pass-through certificates, such agreement to be
substantially in the
form of Exhibit M hereto or subject to each Rating Agency's
acknowledgment that
the ratings of the Certificates in effect immediately prior to the
entering into
of such agreement would not be qualified, downgraded or withdrawn
and the
Certificates would not be placed on credit review status (except
for possible
upgrading) as a result of such agreement. Any such agreement may
contain
provisions whereby such holder may instruct the Master Servicer to
instruct a
Servicer to the extent provided in the applicable Servicing
Agreement to
commence or delay foreclosure proceedings with respect to
delinquent Mortgage
Loans and will contain provisions for the deposit of cash by the
holder that
would be available for distribution to Certificateholders if
Liquidation
Proceeds are less than they otherwise may have been had the
Servicer acted in
accordance with its normal procedures.
Section 3.09 Termination and Substitution of Servicing
Agreements.
Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer
shall
promptly deliver to the Seller and the Trustee an Officer's
Certificate
certifying that an event has occurred which may justify termination
of such
Servicing Agreement, describing the circumstances surrounding such
event and
recommending what action should be taken by the Trustee with
respect to such
Servicer. If the Master Servicer recommends that such Servicing
Agreement be
terminated, the Master Servicer's certification must state that the
breach is
material and not merely technical in nature. Upon written direction
of the
Master Servicer, based upon such certification, the Trustee shall
promptly
terminate such Servicing Agreement. The Trustee shall terminate the
Wells Fargo
Bank Servicing Agreement in accordance with the provisions of
Article 19
thereof. The Master Servicer shall indemnify the Trustee and hold
it harmless
from and against any and all claims, liabilities, costs and
expenses (including,
without limitation, reasonable attorneys' fees) arising out of, or
assessed
against the Trustee in connection with termination of a Servicing
Agreement at
the direction of the Master Servicer except to the extent that such
claims,
liabilities, costs and expenses are incurred as a result of the bad
faith,
willful misfeasance or gross negligence of the Trustee in the
performance of its
obligations hereunder. To the extent that the costs and expenses
(including any
amounts paid by the Master Servicer pursuant to the immediately
preceding
sentence) of the Master Servicer related to any termination of a
Servicer,
appointment of a successor Servicer or the transfer and assumption
of servicing
by the Master Servicer with respect to any Servicing Agreement
(including,
without limitation, (i) all legal costs and expenses and all due
diligence costs
and expenses associated with an evaluation of the potential
termination of the
Servicer as a result of an event of default by such Servicer and
(ii) all costs
and expenses associated with the complete transfer of servicing,
including all
servicing files and all servicing data and the completion,
correction or
manipulation of such servicing data as may be required by the
successor servicer
to correct any errors or insufficiencies in the servicing data or
otherwise to
enable the successor servicer to service the Mortgage Loans in
accordance with
the related Servicing Agreement) are not fully and timely
reimbursed by the
terminated Servicer, the Master Servicer shall be entitled to
reimbursement of
such costs and expenses from the Certificate Account. If the
Trustee terminates
an Other Servicing Agreement, the Trustee may enter into a
substitute Servicing
Agreement with the Master Servicer or, at the Master Servicer's
nomination, with
another mortgage loan service company acceptable to the Trustee,
the Master
Servicer and each Rating Agency under which the Master Servicer or
such
substitute servicer, as the case may be, shall assume, satisfy,
perform and
carry out all liabilities, duties, responsibilities and obligations
that are to
be, or otherwise were to have been, satisfied, performed and
carried out by such
Servicer under such terminated Servicing Agreement. If the Trustee
terminates
the Wells Fargo Bank Servicing Agreement, the Trustee shall enter
into a
substitute Servicing Agreement with another mortgage loan service
company
acceptable to the Trustee and each Rating Agency under which such
substitute
servicer shall assume, satisfy, perform and carry out all
liabilities, duties,
responsibilities and obligations that are to be, or otherwise were
to have been,
satisfied, performed and carried out by Wells Fargo Bank, in its
capacity as
Servicer, under such terminated Servicing Agreement. It is
understood and
acknowledged by the parties hereto that there will be a period of
transition not
to exceed ninety (90) days before the servicing functions can be
transferred to
such substitute servicer. Until such time as the Trustee enters
into a
substitute servicing agreement with respect to the Mortgage Loans
previously
serviced by an Other Servicer and the transition period relating to
the transfer
of such servicing expires, the Master Servicer shall assume,
satisfy, perform
and carry out all obligations which otherwise were to have been
satisfied,
performed and carried out by an Other Servicer under its terminated
Servicing
Agreement. However, in no event shall the Master Servicer be deemed
to have
assumed the obligations of a Servicer to advance payments of
principal and
interest on a delinquent Mortgage Loan in excess of the Master
Servicer's
independent Periodic Advance obligation under Section 3.03 of this
Agreement. As
compensation for the Master Servicer of any servicing obligations
fulfilled or
assumed by the Master Servicer, the Master Servicer shall be
entitled to any
servicing compensation to which a Servicer would have been entitled
if the
Servicing Agreement with such Servicer had not been terminated.
Section 3.10 Application of Net Liquidation Proceeds.
For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and
unpaid interest
on the related Mortgage Loan and then to the unpaid principal
balance thereof.
Section 3.11 Exchange Act Reports.
(a) With respect to each Distribution Date, prior to the issuance
of
the related Distribution Date Statement, the Master Servicer shall
confirm that
it has received all distribution and/or servicing information
required to be
provided to the Master Servicer by each Servicer for inclusion in
such
Distribution Date Statement. In the event the Master Servicer
determines that
any such information has not been provided as required or is
materially
incorrect, the Master Servicer shall immediately notify the
applicable Servicer
and use its reasonable best efforts to cause the Servicer to
provide or correct,
as the case may be, such information promptly (but in any event in
time to
permit the Master Servicer to distribute the Distribution Date
Statement at the
time required in this Agreement).
(b) Promptly upon receipt by the Master Servicer of (i) any
officer's certificate relating to any Servicer's annual compliance
with the
terms of the applicable Servicing Agreement and (ii) any report of
any
Servicer's independent public accountants relating to the
Servicer's compliance
with servicing standards, as required under the applicable
Servicing Agreement,
the Master Servicer shall review such officer's certificate and
reports. As part
of the Form 10-K required to be filed pursuant to paragraph (c) of
this Section
3.11, the Master Servicer shall include each such Servicer's annual
statement of
compliance, and each such accountant's report, as well as a report
of any
significant deficiencies relating to any Servicer's performance of
its
obligations under the applicable Servicing Agreement.
(c) The Master Servicer shall reasonably cooperate with the
Seller
to enable the Trust to satisfy its reporting requirements under the
Exchange
Act. The Master Servicer shall prepare on behalf of the Trust any
Forms 8-K and
10-K customary for similar securities as required by the Exchange
Act and the
rules and regulations promulgated thereunder, and the Master
Servicer shall sign
and file (via the Securities and Exchange Commission's Electronic
Data Gathering
and Retrieval System) such forms on behalf of the Trust.
(d) Each Form 8-K shall be filed by the Master Servicer within
15
days after each Distribution Date, which shall include a copy of
the
Distribution Date Statement to Certificateholders for such
Distribution Date as
an exhibit thereto. Prior to March 30th of each year (or such
earlier date as
may be required by the Exchange Act and the rules and regulations
promulgated
thereunder), the Master Servicer shall file a Form 10-K, in
substance as
required by applicable law or applicable Securities and Exchange
Commission
staff's interpretations. Such Form 10-K shall include as exhibits
(i) the annual
statement of compliance of the Master Servicer required to be
delivered pursuant
to Section 3.05(b) and (ii) with respect to each Servicer, the
annual statements
of compliance, the accountant's reports and any report of
significant
deficiencies relating to any Servicer's performance of its
obligations under the
applicable Servicing Agreement, each as described in paragraph (b)
of this
Section 3.11, in each case to the extent they have been timely
delivered to the
Master Servicer. Each Form 10-K shall also include a certification
in the form
attached hereto as Exhibit P or in such other form as may be
required by Rules
13a 14 and 15d 14 under the Exchange Act, as applicable, and any
directives or
interpretations thereof by the Securities and Exchange Commission
(the
"Certification"), which shall be signed by a Master Servicing
Officer.
(e) Upon any filing with the Securities and Exchange Commission,
the
Master Servicer shall promptly deliver to the Seller a copy of such
executed
report, statement or information.
(f) Unless otherwise instructed by the Seller, prior to January
30
of the first year in which the Master Servicer is able to do so
under applicable
law, the Master Servicer shall file a Form 15 Suspension
Notification with
respect to the Trust.
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions.
(a) On each Distribution Date, the Pool Distribution Amount will
be
applied in the
