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 July 19, 2005
$1,000,007,822.42
Mortgage Pass-Through Certificates
Series 2005-AR14
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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
--------
EXHIBIT A-1
-
Form of Face of Class A-1 Certificate
EXHIBIT A-2
-
Form of Face of Class A-2 Certificate
EXHIBIT A-3
- Form of Face of Class
A-3 Certificate
EXHIBIT A-4
-
Form of Face of Class A-4 Certificate
EXHIBIT A-5
-
Form of Face of Class A-5 Certificate
EXHIBIT A-6
-
Form of Face of Class A-6 Certificate
EXHIBIT A-R
-
Form of Face of Class A-R Certificate
EXHIBIT B-1
-
Form of Face of Class B-1 Certificate
EXHIBIT B-2
-
Form of Face of Class B-2 Certificate
EXHIBIT B-3
-
Form of Face of Class B-3 Certificate
EXHIBIT B-4
-
Form of Face of Class B-4 Certificate
EXHIBIT B-5
-
Form of Face of Class B-5 Certificate
EXHIBIT B-6
-
Form of Face of Class B-6 Certificate
EXHIBIT C
-
Form of Reverse of Series 2005-AR14 Certificates
EXHIBIT D
-
Reserved
EXHIBIT E
-
Custodial Agreement
EXHIBIT F-1
-
Schedule of Type 1 Mortgage Loans
EXHIBIT F-2
-
Schedule of Other Servicer Mortgage Loans
EXHIBIT G
-
Request for Release
EXHIBIT H
-
Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and
for Non-ERISA Investors
EXHIBIT I
-
Letter from Transferor of Class [A-R]
Certificate
EXHIBIT J
-
Transferee's Letter (Class [B-4] [B-5] [B-6]
Certificates)
EXHIBIT K
- List of
Recordation States
EXHIBIT L
-
Servicing Agreements
EXHIBIT M
-
Form of Special Servicing Agreement
EXHIBIT N
-
Form of Initial Certification of the Custodian
EXHIBIT O
- Form of Final Certification
of the Custodian
EXHIBIT P
-
Form of Sarbanes-Oxley Certification
<PAGE>
This Pooling and Servicing Agreement, dated as of July 19, 2005
executed by WELLS FARGO ASSET SECURITIES
CORPORATION, as Seller, WELLS FARGO
BANK, N.A., as Master Servicer, and
WACHOVIA BANK, NATIONAL ASSOCIATION, as
Trustee.
W I T N E S S E T H T H A T:
- - - - - - - - - - - - - -
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer and the Trustee
agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used herein, the following words and phrases, unless
the
context otherwise requires, shall have the
meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary
and usual master servicing practices of
prudent master servicing institutions which
master service mortgage loans of the
same type as the Mortgage Loans in the
jurisdictions in which the related
Mortgaged Properties are located,
regardless of the date upon which the related
Mortgage Loans were originated.
Adjusted Pool Amount: With respect to any Distribution Date,
the
Cut-Off Date Aggregate Principal Balance of
the Mortgage Loans minus the sum of
(i) all amounts in respect of principal
received in respect of the Mortgage
Loans (including, without limitation,
amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal
Amounts) and distributed to Holders of the
Certificates on such Distribution
Date and all prior Distribution Dates, (ii)
the principal portion of all
Liquidated Loan Losses incurred on such
Mortgage Loans for which the Liquidation
Proceeds were received from the Cut-Off
Date through the end of the Applicable
Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal
Receipts for such Distribution Date and
(iii) the principal portion of all
Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Mortgage
Loans from the Cut-Off Date through the end
of the period corresponding to the
Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled
Principal Receipts for such Distribution
Date.
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater
of (A) zero and (B) (i) the Principal
Balance of such Class with respect to such
Distribution Date minus (ii) the
Adjustment Amount for such Distribution
Date less the Principal Balances for any
Classes of Class B Certificates with higher
numerical designations.
Adjustment Amount: For any Distribution Date, the difference
between
(A) the sum of the Class A Principal
Balance and the Class B Principal Balance
as of the related Determination Date and
(B) the sum of (i) the sum of the Class
A Principal Balance and the Class B
Principal Balance as of the Determination
Date succeeding such Distribution Date and
(ii) the aggregate amount that would
have been distributed to all Classes as
principal in accordance with Section
4.01(a) for such Distribution Date without
regard to the provisos in the
definitions of Class B-1 Optimal Principal
Amount, Class B-2 Optimal Principal
Amount, Class B-3 Optimal Principal Amount,
Class B-4 Optimal Principal Amount,
Class B-5 Optimal Principal Amount and
Class B-6 Optimal Principal Amount.
Adjustment Date: As to each Mortgage Loan, the Due Date on
which
date an adjustment to the Mortgage Interest
Rate of such Mortgage Loan becomes
effective under the related Mortgage Note,
which Due Date is the date set forth
in the Mortgage Loan Schedule as the first
Adjustment Date and each subsequent
anniversary thereof.
Aggregate Class A Distribution Amount: As to any Distribution
Date,
the aggregate amount distributable to the
Classes of Class A Certificates
pursuant to Paragraphs first, second and
third of Section 4.01(a) on such
Distribution Date.
Aggregate Class A Unpaid Interest Shortfall: As to any
Distribution
Date, an amount equal to the sum of the
Class A Unpaid Interest Shortfalls for
the Class A Certificates.
Aggregate Principal Balance: As of any Determination Date, the
sum of the Class A Principal Balance and
the Class B Principal Balance as of
such Date.
Agreement: This Pooling and Servicing Agreement and all
amendments and supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to
the
Mortgage Loans serviced by each Servicer
and each of the Full Unscheduled
Principal Receipts and Partial Unscheduled
Principal Receipts, the Unscheduled
Principal Receipt Period specified on
Schedule I hereto.
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
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, Class A-2, Class
A-3,
Class A-4, Class A-5, Class A-6
Certificates or the Class A-R Certificate.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Distribution Amount: As to any Distribution Date and
any
Class of Class A Certificates, the amount
distributable to such Class of Class A
Certificates pursuant to Paragraphs first,
second and third of Section 4.01(a).
Class A Interest Accrual Amount: As to any Distribution Date,
the
sum of the Interest Accrual Amounts for the
Class A Certificates with respect to
such Distribution Date.
Class A Interest Percentage: As to any Distribution Date and
any
Class of Class A Certificates, the
percentage calculated by dividing the
Interest Accrual Amount of such Class
(determined without regard to clause (ii)
of the definition thereof) by the Class A
Interest Accrual Amount (determined
without regard to clause (ii) of the
definition of Interest Accrual Amount).
Class A Interest Shortfall Amount: As to any Distribution Date
and
any Class of Class A Certificates, any
amount by which the Interest Accrual
Amount of such Class with respect to such
Distribution Date exceeds the amount
distributed in respect of such Class on
such Distribution Date pursuant to
Paragraph first of Section 4.01(a).
Class A Loss Denominator: As to any Determination Date, an
amount
equal to the Class A Principal Balance.
Class A Loss
Percentage: As to any Determination Date and any Class
of Class A Certificates then outstanding,
the percentage calculated by dividing
the Principal Balance of such Class by the
Class A Loss Denominator (determined
without regard to any such Principal
Balance of any Class of Class A
Certificates not then outstanding), in each
case determined as of the preceding
Determination Date.
Class A Optimal Principal Amount: As to any Distribution Date
and
each Outstanding Mortgage Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class A Percentage of the principal portion of the
Monthly
Payment
due on the Due Date occurring in the month of such Distribution
Date on
such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled
Principal
Receipts
(other than Recoveries) that were received by a Servicer with
respect to
such Mortgage Loan during the Applicable Unscheduled Principal
Receipt
Period relating to such Distribution Date for each applicable
type
of
Unscheduled Principal Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled
Principal
Balance of
such Mortgage Loan which, during the one month period ending on
the day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08;
and
(iv) the Class A Percentage of the excess of the unpaid
principal
balance of
such Mortgage Loan substituted for a Mortgage Loan during the
one month
period ending on the day preceding the Determination Date for
such
Distribution Date over the unpaid principal balance of such
Mortgage
Loan, less
the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable
Servicer,
the Master
Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class A Prepayment Percentage of
the Recovery for such Distribution
Date.
Class A Pass-Through Rate: As to any Distribution Date, the Class
A
Pass-Through Rate will be a per annum rate
equal to the Net WAC for 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 July
2012, 100%. As to any Distribution Date
subsequent to July 2012 to and including
the Distribution Date in July 2013, 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 July 2013 to and including the
Distribution Date in July 2014, 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 July
2014 to and including the Distribution Date
in July 2015, 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 July 2015 to and
including the Distribution Date in July
2016, 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 July 2016, 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 July 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 August 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 August
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 August 2012 and July
2013, (2) 35% of the Original Class B
Principal Balance if such Distribution Date
occurs between and including August
2013 and July 2015, (3) 40% of the Original
Class B Principal Balance if such
Distribution Date occurs between and
including August 2014 and July 2015, (4)
45% of the Original Class B Principal
Balance if such Distribution Date occurs
between and including August 2015 and July
2016, and (5) 50% of the Original
Class B Principal Balance, if such
Distribution Date occurs during or after
August 2016. 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, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6 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-1 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-1 Certificates would
be reduced as a result of the
application of the third sentence of the
definition of Principal Balance.
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 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-3 Certificates would
be reduced as a result of the
application of the third sentence of the
definition of Principal Balance.
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
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-1 Loss Amount, Class A-2
Loss Amount, Class A-3 Loss Amount,
Class A-4 Loss Amount and Class A-5 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 or Class B-6 Optimal
Principal Amount.
Class B Pass-Through Rate: As to any Distribution Date, the Class
B
Pass-Through Rate will be a per annum rate
equal to the Net WAC for such
Distribution Date).
Class B Percentage: Any one of the Class B-1 Percentage, Class
B-2
Percentage, Class B-3 Percentage, Class B-4
Percentage, Class B-5 Percentage or
Class B-6 Percentage.
Class B Prepayment Percentage: Any of the Class B-1 Prepayment
Percentage, Class B-2 Prepayment
Percentage, Class B-3 Prepayment Percentage,
Class B-4 Prepayment Percentage, Class B-5
Prepayment Percentage or Class B-6
Prepayment Percentage.
Class B Principal Balance: As of any date, an amount equal to
the
sum of the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid
Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid
Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid
Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
B-1 and Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class
B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the
Class B-1 Certificates pursuant to
Paragraphs fourth, fifth and sixth of
Section 4.01(a).
Class B-1 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class B-1 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class B-1 Certificates on such
Distribution Date pursuant to Paragraph
fourth of Section 4.01(a).
Class B-1 Optimal Principal Amount: As to any Distribution Date
and each Outstanding Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i) the Class B-1 Percentage of the principal portion of the
Monthly
Payment
due on the Due Date occurring in the month of such Distribution
Date on
such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled
Principal
Balance of
such Mortgage Loan which, during the one month period ending on
the day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08;
and
(iv) the Class B-1 Percentage of the excess of the unpaid
principal
balance of
such Mortgage Loan substituted for a Mortgage Loan during the
one month
period ending on the day preceding the Determination Date for
such
Distribution Date over the unpaid principal balance of such
Mortgage
Loan, less
the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable
Servicer,
the Master
Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-1 Prepayment Percentage of
the Recovery for such
Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1
Optimal Principal Amount calculated
as described in the preceding provisions
and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, the
percentage
calculated by multiplying the Subordinated
Percentage by a fraction, the
numerator of which is the Class B-1
Principal Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the Class B Principal Balance.
Class B-1 Prepayment Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Subordinated Prepayment Percentage by
either (a) for the purpose of allocating
Liquidation Proceeds (other than
Partial Liquidation Proceeds), a fraction,
the numerator of which is the Class
B-1 Principal Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the Class B Principal Balance
or (b) for the purpose of allocating all
other unscheduled principal
distributions (i) if any Class B
Certificates (other than the Class B-1
Certificates) are eligible to receive such
unscheduled principal distributions
for such Distribution Date in accordance
with Section 4.01(d), a fraction, the
numerator of which is the Class B-1
Principal Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the sum of the Principal Balances
of the Classes of Class B
Certificates eligible to receive such
unscheduled principal distributions for
such Distribution Date in accordance with
the provisions of Section 4.01(d) or
(ii) except as set forth in Section
4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1
Certificates) are not eligible to receive
such unscheduled principal distributions in
accordance with Section 4.01(d)(i),
one.
Class B-1 Principal Balance: As to the first Determination Date,
the
Original Class B-1 Principal Balance. As of
any subsequent Determination Date,
the Original Class B-1 Principal Balance
less the sum of all amounts previously
distributed in respect of the Class B-1
Certificates on prior Distribution Dates
(A) pursuant to Paragraph sixth of Section
4.01(a) and (B) as a result of a
Principal Adjustment; provided, however, if
the Class B-1 Certificates are the
most subordinate Certificates outstanding,
the Class B-1 Principal Balance will
equal the difference, if any, between the
Adjusted Pool Amount as of the
preceding Distribution Date less the Class
A Principal Balance as of such
Determination Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in
excess of the amounts distributed in
respect of the Class B-1 Certificates on
prior Distribution Dates pursuant to
Paragraph fifth of Section 4.01(a).
Class B-2 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
B-2 and Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class
B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the
Class B-2 Certificates pursuant to
Paragraphs seventh, eighth and ninth of
Section 4.01(a).
Class B-2 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class B-2 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class B-2 Certificates on such
Distribution Date pursuant to Paragraph
seventh of Section 4.01(a).
Class B-2 Optimal Principal Amount: As to any Distribution Date
and each Outstanding Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i) the Class B-2 Percentage of the principal portion of the
Monthly
Payment
due on the Due Date occurring in the month of such Distribution
Date on
such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled
Principal
Balance of
such Mortgage Loan which, during the one month period ending on
the day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08;
and
(iv) the Class B-2 Percentage of the excess of the unpaid
principal
balance of
such Mortgage Loan substituted for a Mortgage Loan during the
one month
period ending on the day preceding the Determination Date for
such
Distribution Date over the unpaid principal balance of such
Mortgage
Loan, less
the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable
Servicer,
the Master
Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-2 Prepayment Percentage of
the Recovery for such
Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2
Optimal Principal Amount calculated
as described in the preceding provisions
and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as
set
forth in the next sentence, the percentage
calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction,
the numerator of which is the Class
B-2 Principal Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the Class B Principal
Balance.
Class B-2 Prepayment Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the
percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by
(ii) a fraction, the numerator of
which is the Class B-2 Principal Balance
(determined as of the Determination
Date preceding such Distribution Date) and
the denominator of which is (a) for
the purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds) the Class B Principal Balance and
(b) for the purpose of allocating
all other unscheduled principal
distributions, the sum of the Principal Balances
of the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except as
set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates
are not eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Class B-2 Prepayment Percentage for such
unscheduled principal distributions for
such Distribution Date will be zero.
Class B-2 Principal Balance: As to the first Determination Date,
the
Original Class B-2 Principal Balance. As of
any subsequent Determination Date,
the Original Class B-2 Principal Balance
less the sum of all amounts previously
distributed in respect of the Class B-2
Certificates on prior Distribution Dates
(A) pursuant to Paragraph ninth of Section
4.01(a) and (B) as a result of a
Principal Adjustment; provided, however, if
the Class B-2 Certificates are the
most subordinate Certificates outstanding,
the Class B-2 Principal Balance will
equal the difference, if any, between the
Adjusted Pool Amount as of the
preceding Distribution Date less the sum of
the Class A Principal Balance and
the Class B-1 Principal Balance as of such
Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in
excess of the amounts distributed in
respect of the Class B-2 Certificates on
prior Distribution Dates pursuant to
Paragraph eighth of Section 4.01(a).
Class B-3 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
B-3 and Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class
B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the
Class B-3 Certificates pursuant to
Paragraphs tenth, eleventh and twelfth of
Section 4.01(a).
Class B-3 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class B-3 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class B-3 Certificates on such
Distribution Date pursuant to Paragraph
tenth of Section 4.01(a).
Class B-3 Optimal Principal Amount: As to any Distribution Date
and each Outstanding Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i) the Class B-3 Percentage of the principal portion of the
Monthly
Payment
due on the Due Date occurring in the month of such Distribution
Date on
such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled
Principal
Balance of
such Mortgage Loan which, during the one month period ending on
the day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08;
and
(iv) the Class B-3 Percentage of the excess of the unpaid
principal
balance of
such Mortgage Loan substituted for a Mortgage Loan during the
one month
period ending on the day preceding the Determination Date for
such
Distribution Date over the unpaid principal balance of such
Mortgage
Loan, less
the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable
Servicer,
the Master
Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-3 Prepayment Percentage of
the Recovery for such
Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3
Optimal Principal Amount calculated
as described in the preceding provisions
and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as
set
forth in the next sentence, the percentage
calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction,
the numerator of which is the Class
B-3 Principal Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the Class B Principal
Balance.
Class B-3 Prepayment Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the
percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by
(ii) a fraction, the numerator of
which is the Class B-3 Principal Balance
(determined as of the Determination
Date preceding such Distribution Date) and
the denominator of which is (a) for
the purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds) the Class B Principal Balance and
(b) for the purpose of allocating
all other unscheduled principal
distributions, the sum of the Principal Balances
of the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except as
set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates
are not eligible to receive such
unscheduled principal in accordance with
Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Class B-3 Principal Balance: As to the first Determination Date,
the
Original Class B-3 Principal Balance. As of
any subsequent Determination Date,
the Original Class B-3 Principal Balance
less the sum of all amounts previously
distributed in respect of the Class B-3
Certificates on prior Distribution Dates
(A) pursuant to Paragraph twelfth of
Section 4.01(a) and (B) as a result of a
Principal Adjustment; provided, however, if
the Class B-3 Certificates are the
most subordinate Certificates outstanding,
the Class B-3 Principal Balance will
equal the difference, if any, between the
Adjusted Pool Amount as of the
preceding Distribution Date less the sum of
the Class A Principal Balance, the
Class B-1 Principal Balance and the Class
B-2 Principal Balance as of such
Determination Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in
excess of the amounts distributed in
respect of the Class B-3 Certificates on
prior Distribution Dates pursuant to
Paragraph eleventh of Section 4.01(a).
Class B-4 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
B-4 and Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class
B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the
Class B-4 Certificates pursuant to
Paragraphs thirteenth, fourteenth and
fifteenth of Section 4.01(a).
Class B-4 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class B-4 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class B-4 Certificates on such
Distribution Date pursuant to Paragraph
thirteenth of Section 4.01(a).
Class B-4 Optimal Principal Amount: As to any Distribution Date
and each Outstanding Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i) the Class B-4 Percentage of the principal portion of the
Monthly
Payment
due on the Due Date occurring in the month of such Distribution
Date on
such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-4
Prepayment Percentage of the Scheduled Principal
Balance of
such Mortgage Loan which, during the one month period ending on
the day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08;
and
(iv) the Class B-4 Percentage of the excess of the unpaid
principal
balance of
such Mortgage Loan substituted for a Mortgage Loan during the
one month
period ending on the day preceding the Determination Date for
such
Distribution Date over the unpaid principal balance of such
Mortgage
Loan, less
the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable
Servicer,
the Master
Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-4 Prepayment Percentage of
the Recovery for such
Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4
Optimal Principal Amount calculated
as described in the preceding provisions
and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as
set
forth in the next sentence, the percentage
calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction,
the numerator of which is the Class
B-4 Principal Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the Class B Principal
Balance.
Class B-4 Prepayment Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the
percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by
(ii) a fraction, the numerator of
which is the Class B-4 Principal Balance
(determined as of the Determination
Date preceding such Distribution Date) and
the denominator of which is (a) for
the purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds) the Class B Principal Balance and
(b) for the purpose of allocating
all other unscheduled principal
distributions, the sum of the Principal Balances
of the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except as
set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates
are not eligible to receive such
unscheduled principal in accordance with
Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date,
the
Original Class B-4 Principal Balance. As of
any subsequent Determination Date,
the Original Class B-4 Principal Balance
less the sum of all amounts previously
distributed in respect of the Class B-4
Certificates on prior Distribution Dates
(A) pursuant to Paragraph fifteenth of
Section 4.01(a) and (B) as a result of a
Principal Adjustment; provided, however, if
the Class B-4 Certificates are the
most subordinate Certificates outstanding,
the Class B-4 Principal Balance will
equal the difference, if any, between the
Adjusted Pool Amount as of the
preceding Distribution Date less the sum of
the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2
Principal Balance and the Class B-3
Principal Balance as of such Determination
Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in
excess of the amounts distributed in
respect of the Class B-4 Certificates on
prior Distribution Dates pursuant to
Paragraph fourteenth of Section
4.01(a).
Class B-5 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
B-5 and Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class
B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the
Class B-5 Certificates pursuant to
Paragraphs sixteenth, seventeenth and
eighteenth of Section 4.01(a).
Class B-5 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class B-5 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class B-5 Certificates on such
Distribution Date pursuant to Paragraph
sixteenth of Section 4.01(a).
Class B-5 Optimal Principal Amount: As to any Distribution Date
and each Outstanding Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i) the Class B-5 Percentage of the principal portion of the
Monthly
Payment
due on the Due Date occurring in the month of such Distribution
Date on
such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled
Principal
Balance of
such Mortgage Loan which, during the one month period ending on
the day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08;
and
(iv) the Class B-5 Percentage of the excess of the unpaid
principal
balance of
such Mortgage Loan substituted for a Mortgage Loan during the
one month
period ending on the day preceding the Determination Date for
such
Distribution Date over the unpaid principal balance of such
Mortgage
Loan, less
the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable
Servicer,
the Master
Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-5 Prepayment Percentage of
the Recovery for such
Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5
Optimal Principal Amount calculated
as described in the preceding provisions
and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as
set
forth in the next sentence, the percentage
calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction,
the numerator of which is the Class
B-5 Principal Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the Class B Principal
Balance.
Class B-5 Prepayment Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the
percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by
(ii) a fraction, the numerator of
which is the Class B-5 Principal Balance
(determined as of the Determination
Date preceding such Distribution Date) and
the denominator of which is (a) for
the purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds) the Class B Principal Balance and
(b) for the purpose of allocating
all other unscheduled principal
distributions, the sum of the Principal Balances
of the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except as
set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates
are not eligible to receive
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Class B-5 Prepayment Percentage for such
unscheduled principal distributions for
such Distribution Date will be zero.
Class B-5 Principal Balance: As to the first Determination Date,
the
Original Class B-5 Principal Balance. As of
any subsequent Determination Date,
the Original Class B-5 Principal Balance
less the sum of all amounts previously
distributed in respect of the Class B-5
Certificates on prior Distribution Dates
(A) pursuant to Paragraph eighteenth of
Section 4.01(a) and (B) as a result of a
Principal Adjustment; provided, however, if
the Class B-5 Certificates are the
most subordinate Certificates outstanding,
the Class B-5 Principal Balance will
equal the difference, if any, between the
Adjusted Pool Amount as of the
preceding Distribution Date less the sum of
the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2
Principal Balance, the Class B-3
Principal Balance and the Class B-4
Principal Balance as of such Determination
Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in
excess of the amounts distributed in
respect of the Class B-5 Certificates on
prior Distribution Dates pursuant to
Paragraph seventeenth of Section
4.01(a).
Class B-6 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
B-6 and Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class
B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the
Class B-6 Certificates pursuant to
Paragraphs nineteenth, twentieth and
twenty-first of Section 4.01(a).
Class B-6 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class B-6 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class B-6 Certificates on such
Distribution Date pursuant to Paragraph
nineteenth of Section 4.01(a).
Class B-6 Optimal Principal Amount: As to any Distribution Date
and each Outstanding Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i) the Class B-6 Percentage of the principal portion of the
Monthly
Payment
due on the Due Date occurring in the month of such Distribution
Date on
such Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the
Class B-6 Prepayment Percentage of the Scheduled Principal
Balance of
such Mortgage Loan which, during the one month period ending on
the day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08;
and
(iv) the Class B-6 Percentage of the excess of the unpaid
principal
balance of
such Mortgage Loan substituted for a Mortgage Loan during the
one month
period ending on the day preceding the Determination Date for
such
Distribution Date over the unpaid principal balance of such
Mortgage
Loan, less
the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable
Servicer,
the Master
Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-6 Prepayment Percentage of
the Recovery for such
Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6
Optimal Principal Amount calculated
as described in the preceding provisions
and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Percentage: As to any Distribution Date, except as
set
forth in the next sentence, the percentage
calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction,
the numerator of which is the Class
B-6 Principal Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the Class B Principal
Balance.
Class B-6 Prepayment Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the
percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by
(ii) a fraction, the numerator of
which is the Class B-6 Principal Balance
(determined as of the Determination
Date preceding such Distribution Date) and
the denominator of which is (a) for
the purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds) the Class B Principal Balance and
(b) for the purpose of allocating
all other unscheduled principal
distributions, the sum of the Principal Balances
of the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except as
set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates
are not eligible to receive such
unscheduled principal in accordance with
Section 4.01(d)(i), the Class B-6
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Class B-6 Principal Balance: As to the first Determination Date,
the
Original Class B-6 Principal Balance. As of
any subsequent Determination Date,
the Original Class B-6 Principal Balance
less the sum of all amounts previously
distributed in respect of the Class B-6
Certificates on prior Distribution Dates
pursuant to Paragraph twenty-first of
Section 4.01(a); provided, however, if the
Class B-6 Certificates are outstanding, the
Class B-6 Principal Balance will
equal the difference, if any, between the
Adjusted Pool Amount as of the
preceding Distribution Date less the sum of
the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2
Principal Balance, the Class B-3
Principal Balance, the Class B-4 Principal
Balance and the Class B-5 Principal
Balance as of such Determination Date.
Class B-6 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in
excess of the amounts distributed in
respect of the Class B-6 Certificates on
prior Distribution Dates pursuant to
Paragraph twentieth of Section 4.01(a).
Clearing Agency: An organization registered as a "clearing
agency"
pursuant to Section 17A of the Exchange
Act. The initial Clearing Agency shall
be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a
Clearing Agency effects book-entry
transfers of securities deposited with the
Clearing Agency.
Closing Date: The date of initial issuance of the Certificates,
as set forth in Section 11.19.
Code: The Internal Revenue Code of 1986, as it may be amended
from
time to time, any successor statutes
thereto, and applicable U.S. Department of
the Treasury temporary or final regulations
promulgated thereunder.
Compensating Interest: With respect to any Distribution Date,
the
least of (a) the aggregate Prepayment
Interest Shortfall on the Mortgage Loans
for such Distribution Date, (b) the product
of (i) 1/12th of 0.20% and (ii) the
Pool Scheduled Principal Balance for such
Distribution Date and (c) the
Available Master Servicing Compensation for
such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trustee at
which
at any particular time its corporate trust
business shall be administered, which
office, at the date of the execution of
this instrument, is located at 401 South
Tryon Street, Charlotte, North Carolina
28288.
Current Class A Interest Distribution Amount: As to any
Distribution
Date, the amount distributed in respect of
the Class A Certificates pursuant to
Paragraph first of Section 4.01(a) on such
Distribution Date.
Current Class B Interest Distribution Amount: As to any
Distribution
Date, the amount distributed in respect of
the Classes of Class B Certificates
pursuant to Paragraphs fourth, seventh,
tenth, thirteenth, sixteenth and
nineteenth of Section 4.01(a) on such
Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date,
the percentage obtained by dividing
the sum of the Principal Balances of the
Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the
Aggregate Principal Balance. As to the
first Distribution Date, the Original Class
B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date,
the percentage obtained by dividing
the sum of the Principal Balances of the
Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the Aggregate
Principal Balance. As to the first
Distribution Date, the Original Class B-2
Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date,
the percentage obtained by dividing
the sum of the Principal Balances of the
Class B-4, Class B-5 and Class B-6
Certificates by the Aggregate Principal
Balance. As to the first Distribution
Date, the Original Class B-3 Fractional
Interest.
Current Class B-4 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date,
the percentage obtained by dividing
the sum of the Principal Balances of the
Class B-5 and Class B-6 Certificates by
the Aggregate Principal Balance. As to the
first Distribution Date, the Original
Class B-4 Fractional Interest.
Current Class B-5 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date,
the percentage obtained by dividing
the Principal Balance of the Class B-6
Certificates by the Aggregate 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 July
19,
2005, among the Custodian, the Seller, the
Master Servicer and the Trustee,
which agreement is attached hereto as
Exhibit E, as the same may be amended or
modified from time to time in accordance
with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as
defined in each
of the Servicing Agreements, with respect
to the Mortgage Loans. In determining
whether the Custodial P&I Account under
any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required
by the definition of "Eligible
Account" contained in the Servicing
Agreements), the Master Servicer shall
require that any such account shall be
acceptable to each of the Rating
Agencies.
Custodian: Wells Fargo Bank, or its successor in interest under
the
Custodial Agreement. Initially, the
custodial functions shall be performed by
the Corporate Trust Services division of
Wells Fargo Bank.
Cut-Off Date: The first day of the month of initial issuance of
the
Certificates as set forth in Section
11.01.
Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the
Mortgage Loans is as set forth in
Section 11.02.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its
unpaid
principal balance as of the close of
business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal
Receipts received or applied on the
Cut-Off Date), reduced by all payments of
principal due on or before the Cut-Off
Date and not paid, and increased by
scheduled monthly payments of principal due
after the Cut-Off Date but received by the
related Servicer on or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment
for such Mortgage Loan by a court of
competent jurisdiction in a proceeding
under the Bankruptcy Code, except such a
reduction constituting a Deficient
Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation
by a court of competent jurisdiction of the
Mortgaged Property in an amount less
than the then-outstanding indebtedness
under the Mortgage Loan, or any reduction
in the amount of principal to be paid in
connection with any scheduled Monthly
Payment that results in a permanent
forgiveness of principal, which valuation or
reduction results from a proceeding under
the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate representing the principal
portion of the Cut-Off Date Aggregate
Principal Balance evidenced by such
Certificate.
Determination Date: The 17th day of the month in which the
related
Distribution Date occurs, or if such 17th
day is not a Business Day, the
Business Day preceding such 17th day.
Distribution Date: The 25th day of any month, beginning in the
month
following the month of initial issuance of
the Certificates, or if such 25th day
is not a Business Day, the Business Day
following such 25th day.
Distribution Date Statement: As defined in Section 4.04(a).
Document Transfer Event: The 60th day following the day on
which
either (i) Wells Fargo Bank is no longer
the Servicer of any of the Mortgage
Loans or (ii) the senior, unsecured
long-term debt rating of Wells Fargo &
Company is less than "BBB-" by Fitch.
Due Date: With respect to any Mortgage Loan, the day of the month
in
which the Monthly Payment on such Mortgage
Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained
with
a depository institution (which may be the
Master Servicer) whose long-term debt
obligations (or, in the case of a
depository institution which is part of a
holding company structure, the long-term
debt obligations of such parent holding
company) at the time of deposit therein are
rated at least "AA" (or the
equivalent) by each Rating Agency, (ii) the
deposits in which are fully insured
by the FDIC through either the Bank
Insurance Fund or the Savings Association
Insurance Fund, (iii) the deposits in which
are insured by the FDIC through
either the Bank Insurance Fund or the
Savings Association Insurance Fund (to the
limit established by the FDIC) and the
uninsured deposits in which accounts are
otherwise secured, as evidenced by an
Opinion of Counsel delivered to the
Trustee, such that the Trustee, on behalf
of the Certificateholders has a claim
with respect to the funds in such accounts
or a perfected first security
interest against any collateral securing
such funds that is superior to claims
of any other depositors or creditors of the
depository institution with which
such accounts are maintained, (iv) that are
trust accounts maintained with the
trust department of a federal or state
chartered depository institution or trust
company acting in its fiduciary capacity or
(v) such other account that is
acceptable to each of the Rating Agencies
and would not cause the Trust Estate
to fail to qualify as a REMIC or result in
the imposition of any federal tax on
the REMIC.
Eligible Investments: At any time, any one or more of the
following
obligations and securities which shall
mature not later than the Business Day
preceding the Distribution Date next
succeeding the date of such investment,
provided that such investments continue to
qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof,
provided such obligations are backed by the full faith and
credit
of the
United States of America;
(ii) general obligations of or obligations guaranteed by any
state
of the
United States of America or the District of Columbia receiving
the
highest
short-term or highest long-term rating of each Rating Agency,
or
such lower
rating as would not result in the downgrading or withdrawal of
the rating
then assigned to any of the Certificates by either Rating
Agency or
result in any of such rated Certificates being placed on credit
review
status (other than for possible upgrading) by either Rating
Agency;
(iii) commercial or finance company paper which is then rated in
the
highest
long-term commercial or finance company paper rating category
of
each
Rating Agency or the highest short-term rating category of each
Rating
Agency, or such lower rating category as would not result in
the
downgrading or withdrawal of the rating then assigned to any of
the
Certificates by either Rating Agency or result in any of such
rated
Certificates being placed on credit review status (other than for
possible
upgrading)
by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal
funds
or
banker's acceptances issued by any depository institution or
trust
company
incorporated under the laws of the United States or of any
state
thereof
and subject to supervision and examination by federal and/or
state
banking
authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in
the
case of
the principal depository institution in a holding company
system,
the
commercial paper or debt obligations of such holding company) are
then
rated in
the highest short-term or the highest long-term rating category
for such
securities of each of the Rating Agencies, or such lower rating
categories
as would not result in the downgrading or withdrawal of the
rating
then assigned to any of the Certificates by either Rating Agency
or
result in
any of such rated Certificates being placed on credit review
status
(other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank,
insurance
company or
other corporation acceptable to each Rating Agency at the time
of the issuance
of such agreements;
(vi) repurchase agreements on obligations with respect to any
security
described in clauses (i) or (ii) above or any other security
issued or
guaranteed by an agency or instrumentality of the United States
of
America, in either case entered into with a depository institution
or
trust
company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by
any
corporation incorporated under the laws of the United States of
America or
any state
thereof which, at the time of such investment or contractual
commitment
providing for such investment, are then rated in the highest
short-term
or the highest long-term rating category by each Rating Agency,
or in such
lower rating category as would not result in the downgrading or
withdrawal
of the rating then assigned to any of the Certificates by
either
Rating Agency or result in any of such rated Certificates being
placed on
credit review status (other than for possible upgrading) by
either
Rating Agency;
(viii) such other investments acceptable to each Rating Agency
as
would not
result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such
rated
Certificates being placed on credit review status (other than for
possible
upgrading)
by either Rating Agency; and
(ix) any mutual fund, money market fund, common trust fund or
other
pooled
investment vehicle, the assets of which are limited to
instruments
that
otherwise would constitute Eligible Investments hereunder,
including
any such
fund that is managed by the Trustee or Master Servicer or any
affiliate
of the Trustee or Master Servicer or for which the Trustee or
Master
Servicer or any of its affiliates acts as an adviser as long as
such fund
is rated in at least the highest rating category by each Rating
Agency.
In no event shall an instrument be an Eligible Investment if
such
instrument evidences either (i) a right to
receive only interest payments with
respect to the obligations underlying such
instrument, or (ii) both principal
and interest payments derived from
obligations underlying such instrument and
the interest and principal payments with
respect to such instrument provide a
yield to maturity at the date of investment
of greater than 120% of the yield to
maturity at par of such underlying
obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the
Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Exchange Act: The Securities Exchange Act of 1934, as amended.
FDIC: The Federal Deposit Insurance Corporation or any
successor
thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the
final
distribution in respect of the Certificates
is made pursuant to Section 9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date
for
each Class of Certificates is August 25,
2035, which corresponds to the "latest
possible maturity date" for purposes of
Section 860G(a)(1) of the Internal
Revenue Code of 1986, as amended.
Fitch: Fitch Ratings, or its successor in interest.
Full Unscheduled Principal Receipt: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i)
in the amount of the outstanding
principal balance of such Mortgage Loan and
resulting in the full satisfaction
of such Mortgage Loan or (ii) representing
Liquidation Proceeds other than
Partial Liquidation Proceeds.
Gross Margin: As to each Mortgage Loan, the fixed percentage
set
forth in the related Mortgage Note and
indicated in the Mortgage Loan Schedule
as the "Gross Margin," which percentage is
added to the Index on each Adjustment
Date to determine (subject to rounding, the
Periodic Cap and the Rate Ceiling)
the Mortgage Interest Rate on such Mortgage
Loan until the next Adjustment Date.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person,
such
Person who (i) is in fact independent of
the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct
financial interest or any material
indirect financial interest in the Seller
or the Master Servicer or any Servicer
or in an affiliate of either and (iii) is
not connected with the Seller, the
Master Servicer or any Servicer as an
officer, employee, promoter, underwriter,
trustee, partner, director or person
performing similar functions.
Index: As to any Mortgage Loan and Adjustment Date, a rate per
annum
that is defined to be the weekly average
yield on United States Treasury
Securities adjusted to a constant maturity
of one year, as made available by the
Federal Reserve Board, published in Federal
Reserve Statistical Release H.15
(519) and most recently available as of the
date 45 days before the applicable
Adjustment Date. In the event that such
Index is no longer available, the
applicable Servicer will select a
substitute Index in accordance with the terms
of the related Mortgage Note and in
compliance with federal and state law.
Insurance Policy: Any insurance or performance bond relating to
a
Mortgage Loan or the Mortgage Loans,
including any hazard insurance, special
hazard insurance, flood insurance, primary
mortgage insurance, mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to
any
Insurance Policy covering a Mortgage
Loan.
Insured Expenses: Expenses covered by any Insurance Policy
covering a Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any
Class
of Class A Certificates, (i) the product of
(a) 1/12th of the Class A
Pass-Through Rate for such Class and (b)
the Principal Balance of such Class as
of the Determination Date immediately
preceding such Distribution Date minus
(ii) the Class A Interest Percentage of
such Class of (a) any Non-Supported
Interest Shortfall allocated to the Class A
Certificates with respect to such
Distribution Date, (b) any Relief Act
Shortfall allocated to such Class and (c)
the interest portion of any Realized Losses
allocated to the Class A
Certificates on or after the Subordination
Depletion Date pursuant to Section
4.02(c).
As to any Distribution Date and any Class of Class B
Certificates,
an amount equal to (i) the product of
1/12th of the Class B Pass-Through Rate
and the Principal Balance of such Class as
of the Determination Date preceding
such Distribution Date minus (ii) the Class
B Interest Percentage of such Class
of the sum of any Non-Supported Interest
Shortfall and any Relief Act Shortfall
allocated to the Class B Certificates with
respect to such Distribution Date.
Liquidated Loan: A Mortgage Loan with respect to which the
related
Mortgaged Property has been acquired,
liquidated or foreclosed and with respect
to which the applicable Servicer determines
that all Liquidation Proceeds which
it expects to recover have been
recovered.
Liquidated Loan Loss: With respect to any Distribution Date,
the
aggregate of the amount of losses with
respect to each Mortgage Loan which
became a Liquidated Loan during the
Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled
Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid
principal balance of each such
Liquidated Loan, plus accrued interest
thereon in accordance with the
amortization schedule at the time
applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as
to which interest was last paid with
respect thereto through the last day of the
month preceding the month in which
such Distribution Date occurs, over (ii)
Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in
connection
with the liquidation of any defaulted
Mortgage Loan or property acquired in
respect thereof (including, without
limitation, legal fees and expenses,
committee or referee fees, and, if
applicable, brokerage commissions and
conveyance taxes), any unreimbursed
advances expended by such Servicer pursuant
to its Servicing Agreement or the Master
Servicer or Trustee pursuant hereto
respecting the related Mortgage Loan,
including any unreimbursed advances for
real property taxes or for property
restoration or preservation of the related
Mortgaged Property. Liquidation Expenses
shall not include any previously
incurred expenses in respect of an REO
Mortgage Loan which have been netted
against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) or PMI Advances made by
a Servicer in connection with the
liquidation of defaulted Mortgage Loans or
property acquired in respect thereof,
whether through foreclosure, sale or
otherwise, including payments in connection
with such Mortgage Loans received from the
Mortgagor, other than amounts
required to be paid to the Mortgagor
pursuant to the terms of the applicable
Mortgage or to be applied otherwise
pursuant to law.
Liquidation Profits: As to any Distribution Date and any
Mortgage
Loan that became a Liquidated Loan during
the Applicable Unscheduled Principal
Receipt Period with respect to Full
Unscheduled Principal Receipts for such
Distribution Date, the excess, if any, of
(i) Net Liquidation Proceeds in
respect of such Liquidated Loan over (ii)
the unpaid principal balance of such
Liquidated Loan plus accrued interest
thereon in accordance with the
amortization schedule at the time
applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date to
which interest was last paid with
respect thereto through the last day of the
month preceding the month in which
such Distribution Date occurs.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance
of a particular Mortgage Loan at
origination and the denominator of which is
the lesser of (x) the appraised
value of the related Mortgaged Property
determined in the appraisal used by the
originator at the time of origination of
such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a
sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
Master Servicer: Wells Fargo Bank, or its successor in
interest.
Initially the Master Servicer functions
shall be performed by the Corporate
Trust Services division of Wells Fargo
Bank.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly
to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage
(expressed as a per annum rate) of the
unpaid principal balance of such Mortgage
Loan.
Master Servicing Fee Rate: As set forth in Section 11.24.
Master Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the
administration and master servicing of
the Mortgage Loans.
MERS: The Mortgage Electronic Registration Systems, Inc.
MERS Mortgage Loan: Any MOM Mortgage Loan or any other Mortgage
Loan
as to which MERS is (or is intended to be)
the mortgagee of record and as to
which a MIN has been assigned.
Mid-Month Receipt Period: With respect to each Distribution
Date,
the one month period beginning on the
Determination Date (or, in the case of the
first Distribution Date, from and including
the Cut-Off Date) occurring in the
calendar month preceding the month in which
such Distribution Date occurs and
ending on the day preceding the
Determination Date immediately preceding such
Distribution Date.
MIN: A MERS Mortgage Identification Number assigned to a
Mortgage
Loan registered under MERS.
MOM: A Mortgage Loan where the related Mortgage names MERS as
the
original mortgagee thereof, as to which a
MIN has been assigned, and which
Mortgage has not been assigned to any other
person.
Month End Interest: As defined in each Servicing Agreement.
Monthly Payment: As to any Mortgage Loan (including any REO
Mortgage
Loan) and any Due Date, the payment of
principal and interest due thereon in
accordance with the amortization schedule
at the time applicable thereto (after
adjustment for any Curtailments and
Deficient Valuations occurring prior to such
Due Date but before any adjustment to such
amortization schedule, other than for
Deficient Valuations, by reason of any
bankruptcy or similar proceeding or any
moratorium or similar waiver or grace
period).
Moody's: Moody's Investors Service, Inc. or its successor in
interest.
Mortgage: The mortgage, deed of trust or other instrument creating
a
first lien on Mortgaged Property securing a
Mortgage Note together with any
Mortgage Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum
rate
at which interest accrues on the unpaid
principal balance thereof as set forth
in the related Mortgage Note, which rate is
as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Purchase Agreement: The mortgage loan purchase
agreement dated as of July 19, 2005 between
Wells Fargo Bank, as seller, and the
Seller, as purchaser.
Mortgage Loan Rider: The standard Fannie Mae/Freddie Mac riders
to
the Mortgage Note and/or Mortgage riders
required when the Mortgaged Property is
a condominium unit or a unit in a planned
unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans
transferred
to the Trustee on the Closing Date as part
of the Trust Estate and attached
hereto as Exhibits F-1 and F-2, which list
may be amended following the Closing
Date upon conveyance of a Substitute
Mortgage Loan pursuant to Section 2.02,
2.03 or 2.06 and which list shall set forth
at a minimum the following
information as of the close of business on
the Cut-Off Date (or, with respect to
Substitute Mortgage Loans, as of the close
of business on the day of
substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the
scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xii) the applicable Servicing Fee Rate;
(xiii) the Master Servicing Fee Rate;
(xiv) the Index;
(xv) the Gross Margin;
(xvi) the Periodic Cap;
(xvii) the first Adjustment Date;
(xviii) the Rate Ceiling; and
(xix) for each Other Servicer Mortgage Loan, the name of the
Servicer
with respect thereto.
Such schedule may consist of multiple reports that collectively
set
forth all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and
assigned
to the Trustee on the Closing Date pursuant
to Section 2.01(a) and any mortgage
loans substituted therefor pursuant to
Section 2.02, 2.03 or 2.06, in each case
as from time to time are included in the
Trust Estate as identified in the
Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness
evidencing
the indebtedness of a Mortgagor under a
Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which
may
include Co-op Shares or residential
long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation
Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan,
a
rate equal to (i) the Mortgage Interest
Rate on such Mortgage Loan minus (ii)
the sum of (a) the applicable Servicing Fee
Rate, as set forth in Section 11.23
with respect to such Mortgage Loan and (b)
the Master Servicing Fee Rate, as set
forth in Section 11.24 with respect to such
Mortgage Loan. Any regular monthly
computation of interest at such rate shall
be based upon annual interest at such
rate on the applicable amount divided by
twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net
of
any related expenses of the Servicer.
Net WAC: As to any Distribution Date, a per annum rate equal to
the
weighted average of the Net Mortgage
Interest Rates of the Mortgage Loans (based
on the Scheduled Principal Balances of the
Mortgage Loans on the first day of
the month preceding the month in which such
Distribution Date occurs).
Non-permitted Foreign
Holder: As defined in Section 5.02(d).
Nonrecoverable Advance: Any portion of a Periodic Advance
previously
made or proposed to be made in respect of a
Mortgage Loan which has not been
previously reimbursed to the Servicer, the
Master Servicer or the Trustee, as
the case may be, and which the Servicer,
the Master Servicer or the Trustee
determines will not, or in the case of a
proposed Periodic Advance would not, be
ultimately recoverable from Liquidation
Proceeds or other recoveries in respect
of the related Mortgage Loan. The
determination by the Servicer, the Master
Servicer or the Trustee (i) that it has
made a Nonrecoverable Advance or (ii)
that any proposed Periodic Advance, if
made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officer's
Certificate of the Servicer
delivered to the Master Servicer for
redelivery to the Trustee or, in the case
of a Master Servicer determination, an
Officer's Certificate of the Master
Servicer delivered to the Trustee, in each
case detailing the reasons for such
determination.
Non-Supported Interest Shortfall: With respect to any
Distribution
Date, the sum of (i) the excess, if any, of
the aggregate Prepayment Interest
Shortfall on the Mortgage Loans over the
aggregate Compensating Interest with
respect to such Distribution Date and (ii)
Curtailment Interest Shortfalls with
respect to such Distribution Date. With
respect to each Distribution Date
occurring on or after the Subordination
Depletion Date, the Non-Supported
Interest Shortfall determined pursuant to
the preceding sentence will be
increased by the amount of any
Subordination Depletion Date Interest Shortfall
for such Distribution Date. Any
Non-Supported Interest Shortfall will be
allocated to (a) the Class A Certificates
according to the percentage obtained
by dividing the Class A Principal Balance
by the sum of the Class A Principal
Balance and the Class B Principal Balance
and (b) the Class B Certificates
according to the percentage obtained by
dividing the Class B Principal Balance
by the sum of the Class A Principal Balance
and the Class B Principal Balance.
Non-U.S. Person: As defined in Section 4.01(f).
NYCEMA: A New York Consolidation, Extension and Modification
Agreement.
Officers' Certificate: With respect to any Person, a
certificate
signed by the Chairman of the Board, the
President or a Vice President, and by
the Treasurer, the Secretary or one of the
Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case
of a Person which is not a
corporation, signed by the person or
persons having like responsibilities), and
delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, who may be
outside
or salaried counsel for the Seller, a
Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the
Master Servicer, acceptable to the
Trustee if such opinion is to be delivered
to the Trustee; provided, however,
that with respect to REMIC matters, matters
relating to the determination of
Eligible Accounts or matters relating to
transfers of Certificates, such counsel
shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an
Optimal Adjustment Event will occur
with respect to such Class if: (i) the
Principal Balance of such Class on the
Determination Date succeeding such
Distribution Date would have been reduced to
zero (regardless of whether such Principal
Balance was reduced to zero as a
result of principal distribution or the
allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of
Class A Certificates would be subject
to further reduction as a result of the
third sentence of the definition of
Principal Balance or (b) the Principal
Balance of a Class of Class B
Certificates with a lower numerical
designation would be reduced with respect to
such Distribution Date as a result of the
application of the proviso in the
definition of Class B-1 Principal Balance,
Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
Original Class A Percentage: The Class A Percentage as of the
Cut-Off Date, as set forth in Section
11.03.
Original Class A Principal Balance: The sum of the Original
Principal Balances of the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5,
Class A-6 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 Cut-Off
Date Aggregate 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
Cut-Off Date Aggregate 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 Cut-Off
Date Aggregate 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 Cut-Off
Date Aggregate 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 Cut-Off Date Aggregate
Principal Balance. The Original Class B-5
Fractional Interest is specified in Section
11.12.
Original Class B-1 Percentage: The Class B-1 Percentage as of
the
Cut-Off Date, as set forth in Section
11.13.
Original Class B-2 Percentage: The Class B-2 Percentage as of
the
Cut-Off Date, as set forth in Section
11.14.
Original Class B-3 Percentage: The Class B-3 Percentage as of
the
Cut-Off Date, as set forth in Section
11.15.
Original Class B-4 Percentage: The Class B-4 Percentage as of
the
Cut-Off Date, as set forth in Section
11.16.
Original Class B-5 Percentage: The Class B-5 Percentage as of
the
Cut-Off Date, as set forth in Section
11.17.
Original Class B-6 Percentage: The Class B-6 Percentage as of
the
Cut-Off Date, as set forth in Section
11.18.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.07.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.07.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.07.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.07.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.07.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.07.
Original Principal Balance: Any of the Original Principal
Balances
of the Classes of Class A Certificates as
set forth in Section 11.04; the
Original Class B-1 Principal Balance,
Original Class B-2 Principal Balance,
Original Class B-3 Principal Balance,
Original Class B-4 Principal Balance,
Original Class B-5 Principal Balance or
Original Class B-6 Principal Balance as
set forth in Section 11.07.
Original Subordinated Percentage: The Subordinated Percentage as
of
the Cut-Off Date, as set forth in Section
11.05.
Other Servicer: Any of the Servicers other than Wells Fargo
Bank.
Other Servicer Mortgage Loan: Any of the Mortgage Loans, if
any,
identified in Exhibit F-2 hereto, as such
Exhibit may be amended from time to
time in connection with a substitution
pursuant to Section 2.02, 2.03 or 2.06,
which Mortgage Loan is serviced under an
Other Servicing Agreement.
Other Servicing Agreements: The Servicing Agreements other than
the Wells Fargo Bank Servicing
Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was
not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date
and which was not repurchased by the
Seller prior to such Due Date pursuant to
Section 2.02, 2.03 or 3.08.
Owner Mortgage Loan File: A file maintained by the Custodian
for
each Mortgage Loan that contains the
documents specified in Section 2.01(a) and
any additional documents required to be
added to the Owner Mortgage Loan File
pursuant to this Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by
a
Servicer prior to the Unscheduled Principal
Receipt Period in which the related
Mortgage Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled
Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trustee to
make distributions to Certificateholders
with respect to the Certificates and
to forward to Certificateholders the
periodic and annual statements required
by Section 4.04. The Paying Agent may be the
Trustee. The initial
Paying
Agent is appointed in Section 4.03(b).
Payment Account: The account maintained pursuant to
Section 4.03(a).
Percentage Interest: With respect to a Class A Certificate, the
undivided percentage interest obtained by
dividing the original principal
balance of such Certificate by the Original
Principal Balance of such Class of
Class A Certificates. With respect to a
Class B Certificate of a Class, the
undivided percentage interest obtained by
dividing the original principal
balance of such Certificate by the Original
Principal Balance of such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be
made
by a Servicer on any Distribution Date
pursuant to its Servicing Agreement or by
the Master Servicer or the Trustee
hereunder, the amount of any such advances
being equal to the total of all Monthly
Payments (adjusted, in each case (i) in
respect of interest, to the applicable
Mortgage Interest Rate less the Servicing
Fee in the case of Periodic Advances made
by a Servicer and to the applicable
Net Mortgage Interest Rate in the case of
Periodic Advances made by the Master
Servicer or Trustee and (ii) by the amount
of any related Debt Service
Reductions or reductions in the amount of
interest collectable from the
Mortgagor pursuant to the Servicemembers
Civil Relief Act, as it may be amended
from time to time, or similar legislation
or regulations then in effect) on the
Mortgage Loans, that (x) were delinquent as
of the close of business on the
related Determination Date, (y) were not
the subject of a previous Periodic
Advance by such Servicer or of a Periodic
Advance by the Master Servicer or the
Trustee, as the case may be and (z) have
not been determined by the Master
Servicer, such Servicer or Trustee to be
Nonrecoverable Advances.
Periodic Cap: For each Mortgage Loan, the applicable limit on
adjustment of the Mortgage Interest Rate
for each Adjustment Date specified in
the applicable Mortgage Note and designated
as such in the Mortgage Loan
Schedule.
Person: Any individual, corporation, partnership, joint
venture,
association, joint-stock company, trust,
unincorporated organization or
government or any agency or political
subdivision thereof.
Plan: As defined in Section 5.02(c).
PMI Advance: As defined in the related Servicing Agreement, if
applicable.
Pool Balance: As of any Distribution Date, the sum of the
amounts
for each Mortgage Loan that is an
Outstanding Mortgage Loan of the Scheduled
Principal Balance of such Mortgage
Loan.
Pool Distribution Amount: As of any Distribution Date, the
funds
eligible for distribution to the Class A
Certificates and Class B Certificates
on such Distribution Date, which shall be
the sum of (i) all previously
undistributed payments or other receipts on
account of principal and interest on
or in respect of the Mortgage Loans
(including, without limitation, the proceeds
of any repurchase of a Mortgage Loan by the
Seller and any Substitution
Principal Amount) received by the Master
Servicer with respect to the applicable
Remittance Date in the month of such
Distribution Date and any Unscheduled
Principal Receipts received by the Master
Servicer on or prior to the Business
Day preceding such Distribution Date, (ii)
all Periodic Advances made by a
Servicer pursuant to the related Servicing
Agreement or Periodic Advances made
by the Master Servicer or the Trustee
pursuant to Section 3.03, (iii) any
remaining Reimbursement Amount as provided
in Section 4.01(a) and (iv) all other
amounts required to be placed in the
Certificate Account by the Servicer on or
before the applicable Remittance Date or by
the Master Servicer or the Trustee
on or prior to the Distribution Date, but
excluding the following:
(a) amounts received as late payments of principal or interest
and
respecting
which the Master Servicer or the Trustee has made one or more
unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the
Trustee;
(c) those portions of each payment of interest on a particular
Mortgage
Loan which represent (i) the Servicing Fee and (ii) the Master
Servicing
Fee;
(d) all amounts representing scheduled payments of principal
and
interest
due after the Due Date occurring in the month in which such
Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers
after the
Applicable Unscheduled Principal Receipt Period relating to the
Distribution Date for the applicable type of Unscheduled
Principal
Receipt,
and all related payments of interest on such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08 on
or
following
the Determination Date in the month in which such Distribution
Date
occurs and the difference between the unpaid principal balance of
a
Mortgage
Loan substituted for a Mortgage Loan pursuant to Section 2.02,
2.03 or
2.06 on or following the Determination Date in the month in
which
such
Distribution Date occurs and the unpaid principal balance of
such
Mortgage
Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds which
represents
any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the
Certificate
Account in
respect of the Mortgage Loans, to the extent not covered by
clauses
(a) through (h) above, or not required to be deposited in the
Certificate Account under this Agreement;
(j) Liquidation Profits;
(k) Month End Interest; and
(l) all amounts reimbursable to a Servicer for PMI Advances.
Pool Scheduled Principal Balance: As to any Distribution Date,
the
aggregate Scheduled Principal Balances of
all Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date
in the month preceding the month of
such Distribution Date.
Prepayment In Full: With respect to any Mortgage Loan, a
Mortgagor
payment consisting of a Principal
Prepayment in the amount of the outstanding
principal balance of such loan and
resulting in the full satisfaction of such
obligation.
Prepayment Interest Shortfall: On any Distribution Date, the
amount
of interest, if any, that would have
accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net
Mortgage Interest Rate for such
Mortgage Loan from the date of its
Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable
Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the
date of the Prepayment in Full is on
or after the Determination Date in the
month prior to the month of such
Distribution Date and prior to the first
day of the month of such Distribution
Date) through the last day of the month
prior to the month of such Distribution
Date.
Principal Adjustment: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal
Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal
Principal Amount, Class B-5 Optimal
Principal Amount or Class B-6 Optimal
Principal Amount is calculated in
accordance with the proviso in such
definition with respect to any Distribution
Date, the Principal Adjustment for such
Class of Class B Certificates shall
equal the difference between (i) the amount
that would have been distributed to
such Class as principal in accordance with
Section 4.01(a) for such Distribution
Date, calculated without regard to such
proviso and assuming there are no
Principal Adjustments for such Distribution
Date and (ii) the Adjusted Principal
Balance for such Class.
Principal Balance: As of the first Determination Date and as to
any
Class of Class A Certificates, the Original
Principal Balance of such Class. As
of any subsequent Determination Date prior
to the Subordination Depletion Date
and as to any Class of Class A
Certificates, the Original Principal Balance of
such Class less the sum of all amounts
previously distributed in respect of such
Class on prior Distribution Dates (i)
pursuant to Paragraph third of Section
4.01(a) and (ii) as a result of a Principal
Adjustment. After the Subordination
Depletion Date, each such Principal Balance
of a Class of Class A Certificates
will also be reduced (if clause (i) is
greater than clause (ii)) or increased
(if clause (i) is less than clause (ii)) on
each Determination Date by an amount
equal to the product of the Class A Loss
Percentage of such Class and the
difference, if any, between (i) the Class A
Principal Balance as of such
Determination Date without regard to this
sentence and (ii) the Adjusted Pool
Amount for the preceding Distribution Date;
provided, however, that the amount
of any such reduction for the Class A-1,
Class A-2, Class A-3, Class A-4 and
Class A-5 Certificates will be decreased by
the Class A-6 Loss Allocation
Amount. After the Subordination Depletion
Date, the Principal Balance of the
Class A-6 Certificates will additionally be
reduced by the Class A-6 Loss
Allocation Amount. In addition, any
increase allocated to the Class A-1, Class
A-2, Class A-3, 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 sum of the Class A-1, Class A-2, Class
A-3, Class A-4 and Class A-5
Certificates 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-1, Class A-2,
Class A-3, Class A-4 and Class A-5 Loss
Amounts, in reduction of the Principal
Balances of the Class A-1, Class A-2, Class
A-3, 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 June 14, 2005 as supplemented
by
the prospectus supplement dated July 14,
2005, relating to the Class A, Class
B-1, Class B-2 and Class B-3
Certificates.
Prudent Servicing Practices: The standard of care set forth in
each
Servicing Agreement.
Rate Ceiling: The maximum per annum Mortgage Interest Rate
permitted under the related Mortgage
Note.
Rating Agency: Any nationally recognized statistical credit
rating
agency, or its successor, that rated one or
more Classes of the Certificates at
the request of the Seller at the time of
the initial issuance of the
Certificates. The Rating Agencies for the
Class A Certificates and the Class
B-1, Class B-2 and Class B-3 Certificates
are S&P and Moody's. The Rating Agency
for the Class B-4 and Class B-5
Certificates is S&P. If any such agency or a
successor is no longer in existence,
"Rating Agency" shall be such statistical
credit rating agency, or other comparable
Person, designated by the Seller,
notice of which designation shall be given
to the Trustee and the Master
Servicer. References herein to the highest
short-term rating category of a
Rating Agency shall mean A-1 in the case of
S&P, P-1 in the case of Moody's, and
in the case of any other Rating Agency
shall mean its equivalent of such
ratings. References herein to the highest
long-term rating categories of a
Rating Agency shall mean AAA in the case of
S&P and Aaa in the case of Moody's,
and in the case of any other Rating Agency
shall mean its equivalent of such
ratings without any plus or minus.
Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses incurred on
Liquidated Loans for which the Liquidation
Proceeds were received during the
Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled
Principal Receipts with respect to such
Distribution Date and (ii) Bankruptcy
Losses incurred during the period
corresponding to the Applicable Unscheduled
Principal Receipt Period with
respect to Full Unscheduled Principal
Receipts for such Distribution Date.
Record Date: The last Business Day of the month preceding the
month
of the related Distribution Date.
Recovery: As to any Distribution Date, 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.
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies,
Inc., or its successor in interest.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of
such Mortgage Loan as of the Due
Date in the month preceding the month of
such Distribution Date as specified in
the amortization schedule at the time
relating thereto (before any adjustment to
such amortization schedule by reason of any
bankruptcy (other than Deficient
Valuations) or similar proceeding or any
moratorium or similar waiver or grace
period) after giving effect to (A)
Unscheduled Principal Receipts received or
applied by the applicable Servicer during
the related Unscheduled Principal
Receipt Period for each applicable type of
Unscheduled Principal Receipt related
to the Distribution Date occurring in the
month preceding such Distribution
Date, (B) Deficient Valuations incurred
prior to such Due Date and (C) the
payment of principal due on such Due Date
and irrespective of any delinquency in
payment by the related Mortgagor.
Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a
Liquidated Loan at any time through the last
day of such related Unscheduled Principal
Receipt Period shall be zero.
Seller: Wells Fargo Asset Securities Corporation, or its
successor in interest.
Servicer Mortgage Loan File: As defined in each of the
Servicing
Agreements.
Servicers: Wells Fargo Bank, as a Servicer under the related
Servicing Agreement. Initially the servicing functions
performed by Wells
Fargo Bank shall be performed by the Wells
Fargo Home Mortgage division of
Wells Fargo Bank.
Servicing Agreements: Each of the Servicing Agreements executed
with
respect to a portion of the Mortgage Loans
by one of the Servicers, which
agreements are attached hereto,
collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its
Servicing Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set
forth
in Section 11.23.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and
servicing of the Mortgage Loans.
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences
the
smallest permissible Denomination for such
Class, as set forth in
Section 11.22.
Startup Day: As defined in Section 2.05.
Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between
100% and the Class A Percentage
for such date.
Subordinated Prepayment Percentage: As to any Distribution
Date,
the percentage which is the difference
between 100% and the Class A
Prepayment Percentage for such date.
Subordination Depletion Date: The Distribution Date preceding
the
first Distribution Date on which the Class
A Percentage (determined pursuant to
clause (ii) of the definition thereof)
equals or exceeds 100%.
Subordination Depletion Date Interest Shortfall: With respect to
any
Distribution Date that occurs on or after
the Subordination Depletion Date with
respect to any Unscheduled Principal
Receipt (other than a Prepayment in Full or
Curtailment):
(A) in the case
where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer on or after the
Determination Date in the month preceding the month of such
Distribution Date but prior to the first day of the month of
such Distribution Date, the amount of interest that would have
accrued at the Net Mortgage Interest Rate on the amount of
such Unscheduled Principal Receipt from the day of its receipt
or, if earlier, its application by the Servicer through the
last day of the month preceding the month of such Distribution
Date; and
(B) in the case
where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer during the month
preceding the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest
Rate on the amount of such Unscheduled Principal Receipt from
the day of its receipt or, if earlier, its application by the
Servicer through the last day of the month in which such
Unscheduled Principal Receipt is received.
Subsidy Account: If the Trust Estate contains any Subsidy Loans,
the
deposit account or accounts created and
maintained by the Servicer for deposit
of Subsidy Funds and amounts payable under
interest subsidy agreements relating
to mortgage loans other than the Mortgage
Loans.
Subsidy Funds: If the Trust Estate contains any Subsidy Loans,
funds
contributed by the employer of a Mortgagor
in order to reduce the payments
required from the Mortgagor for a specified
period in specified amounts.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the
monthly interest payments made by the
related Mortgagor will be less than the
scheduled monthly interest payments on
such Mortgage Loan, with the resulting
difference in interest payments being
provided by the employer of the
Mortgagor.
Substitute Mortgage Loan: As defined in Section 2.02.
Substitution Principal Amount: With respect to any Mortgage
Loan
substituted in accordance with Section 2.02
or pursuant to Section 2.03 or 2.06,
the excess of (x) the unpaid principal
balance of the Mortgage Loan which is
substituted for over (y) the unpaid
principal balance of the Substitute Mortgage
Loan, each balance being determined as of
the date of substitution.
Trust: The trust created by this Agreement.
Trust Estate: The corpus of the Trust, consisting of the
Mortgage
Loans, such amounts as may be held from
time to time in the Certificate Account,
the rights of the Trustee to receive the
proceeds of all insurance policies and
performance bonds, if any, required to be
maintained hereunder or under the
related Servicing Agreement, property which
secured a Mortgage Loan and which
has been acquired by foreclosure or deed in
lieu of foreclosure and all other
property and rights described in the first
paragraph of Section 2.01(a).
Trustee: Wachovia Bank, National Association, a national
banking
association with its principal office
located in Charlotte, North Carolina, or
any successor trustee appointed as herein
provided.
Type 1 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-1 hereto, as such Exhibit may be
amended from time to time in
connection with a substitution pursuant to
Section 2.02, 2.03 or 2.06, serviced
under the Wells Fargo Bank Servicing
Agreement and having a Mid-Month Receipt
Period with respect to all types of
Unscheduled Principal Receipts.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class B-1 Unpaid Interest
Shortfall, the Class B-2 Unpaid
Interest Shortfall, the Class B-3 Unpaid
Interest Shortfall, the Class B-4
Unpaid Interest Shortfall, the Class B-5
Unpaid Interest Shortfall and the Class
B-6 Unpaid Interest Shortfall.
Unscheduled Principal Receipt: Any Principal Prepayment or
other
recovery of principal on a Mortgage Loan,
including, without limitation,
Liquidation Proceeds, Net REO Proceeds,
Recoveries and proceeds received from
any condemnation award or proceeds in lieu
of condemnation other than that
portion of such proceeds released to the
Mortgagor in accordance with the terms
of the Mortgage or Prudent Servicing
Practices, but excluding any Liquidation
Profits and proceeds of a repurchase of a
Mortgage Loan by the Seller and any
Substitution Principal Amounts.
Unscheduled Principal Receipt Period: Either a Mid-Month
Receipt
Period or a Prior Month Receipt Period.
U.S. Person: As defined in Section 4.01(f).
Voting Interest: With respect to any provisions hereof providing
for
the action, consent or approval of the
Holders of all Certificates evidencing
specified Voting Interests in the Trust
Estate, the Holders of each Class of
Certificates will collectively be entitled
to the then applicable percentage of
the aggregate Voting Interest represented
by all Certificates equal to the ratio
obtained by dividing the Principal Balance
of such Class by the sum of the Class
A Principal Balance and the Class B
Principal Balance. Each Certificateholder of
a Class will have a Voting Interest equal
to the product of the Voting Interest
to which such Class is collectively
entitled and the Percentage Interest in such
Class represented by such Holder's
Certificates. With respect to any provisions
hereof providing for action, consent or
approval of each Class of Certificates
or specified Classes of Certificates, each
Certificateholder of a Class will
have a Voting Interest in such Class equal
to such Holder's Percentage Interest
in such Class.
Wells Fargo Bank: Wells Fargo Bank, N.A., or its successor in
interest.
Wells Fargo Bank Correspondents: The entities identified on a
list
provided by Wells Fargo Bank to the Master
Servicer, from which Wells Fargo Bank
purchased the Mortgage Loans.
Wells Fargo Bank Servicing Agreement: The Servicing Agreement
providing for the servicing of the Type 1
Mortgage Loans initially by Wells
Fargo Bank.
Section 1.02 Acts of Holders.
(a) Any request, demand, authorization, direction, notice,
consent,
waiver or other action provided by this
Agreement to be given or taken by
Holders may be embodied in and evidenced by
one or more instruments of
substantially similar tenor signed by such
Holders in person or by an agent duly
appointed in writing. Except as herein
otherwise expressly provided, such action
shall become effective when such instrument
or instruments are delivered to the
Trustee. Proof of execution of any such
instrument or of a writing appointing
any such agent shall be sufficient for any
purpose of this Agreement and
conclusive in favor of the Trustee, if made
in the manner provided in this
Section 1.02. The Trustee shall promptly
notify the Master Servicer in writing
of the receipt of any such instrument or
writing.
(b) The fact and date of the execution by any Person of any
such
instrument or writing may be proved by the
affidavit of a witness of such
execution or by a certificate of a notary
public or other officer authorized by
law to take acknowledgments of deeds,
certifying that the individual signing
such instrument or writing acknowledged to
him the execution thereof. When such
execution is by a signer acting in a
capacity other than his or her individual
capacity, such certificate or affidavit
shall also constitute sufficient proof
of his or her authority. The fact and date
of the execution of any such
instrument or writing, or the authority of
the individual executing the same,
may also be proved in any other manner
which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such
Certificates
shall be overdue and notwithstanding any
notation of ownership or other writing
thereon made by anyone other than the
Trustee and the Authenticating Agent)
shall be proved by the Certificate
Register, and neither the Trustee, the Seller
nor the Master Servicer shall be affected
by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice,
consent,
waiver or other action of the Holder of any
Certificate shall bind every future
Holder of the same Certificate and the
Holder of every Certificate issued upon
the registration of transfer thereof or in
exchange therefor or in lieu thereof
in respect of anything done, omitted or
suffered to be done by the Trustee, the
Seller or the Master Servicer in reliance
thereon, whether or not notation of
such action is made upon such
Certificate.
Section 1.03 Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table
of
Contents are for convenience of reference
only and shall not affect the
interpretation or construction of this
Agreement.
Section 1.04 Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other
than the parties to this Agreement and
their successors hereunder and the Holders
of the Certificates any benefit or
any legal or equitable right, power, remedy
or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Seller, concurrently with the execution and delivery
hereof,
does hereby assign to the Trustee, without
recourse all the right, title and
interest of the Seller in and to (a) the
Trust Estate, including all interest
and principal received by the Seller on or
with respect to the Mortgage Loans
after the Cut-Off Date (and including
scheduled payments of principal and
interest due after the Cut-Off Date but
received by the Seller on or before the
Cut-Off Date and Unscheduled Principal
Receipts received or applied on the
Cut-Off Date, but not including payments of
principal and interest due on the
Mortgage Loans on or before the Cut-Off
Date), (b) the Insurance Policies, (c)
the obligations of the Servicers under the
Servicing Agreements with respect to
the Mortgage Loans, (d) the right to
receive amounts, if any, payable on behalf
of any Mortgagor from the Subsidy Account
relating to any Subsidy Loan and (e)
proceeds of all the foregoing. It is agreed
and understood by the Seller and the
Trustee that it is not intended that any
mortgage loan be included in the Trust
Estate that is a "High-Cost Home Loan" as
defined in any of (i) the New Jersey
Home Ownership Act, effective November 27,
2003, (ii) the New Mexico Home Loan
Protection Act, effective January 1, 2004,
(iii) the Massachusetts Predatory
Home Loan Practices Act, effective November
7, 2004 or (iv) the Indiana Home
Loan Practices Act, effective January 1,
2005.
In connection with such assignment, the Seller shall, with
respect
to each Mortgage Loan, deliver, or cause to
be delivered, to the Custodian, on
or before the Closing Date the following
documents or instruments with respect
to each Mortgage Loan:
(i) The original Mortgage Note either (A) endorsed in blank or
(B)
endorsed
as provided in Section 2.01(d), with all prior and intervening
endorsements as may be necessary to show a complete chain of
endorsements
or with
respect to any Mortgage Loan as to which the original Mortgage
Note has
been permanently lost or destroyed and has not been replaced, a
lost note
affidavit with a copy of the Mortgage Note and, in the case of
any
Mortgage Loan originated in the State of New York documented by
a
NYCEMA,
the NYCEMA, the new Mortgage Note, if applicable, the
consolidated
Mortgage
Note and the consolidated Mortgage;
(ii) A recorded original assignment of the related Mortgage
from
Wells
Fargo Bank assigning the related Mortgage to the Trustee (which
may
be
assigned in blank), certified by the recording office, or, if
such
assignment
is in the process of being recorded, a copy of the related
Mortgage
transmitted for recordation certified by an officer of Wells
Fargo Bank
or applicable Wells Fargo Bank Correspondent to be a true and
correct
copy of such assignment submitted for recordation; provided,
however,
if recordation is not required as described below, an
assignment
in
recordable form (which may be assigned in blank) with respect to
the
related
Mortgage;
(iii) The original of each assumption agreement, modification,
written
assurance or substitution agreement pertaining to such Mortgage
Note, if
any; and
(iv) For each Mortgage Loan secured by Co-op Shares, the
originals
of the
following documents or instruments:
(a) The loan security agreement;
(b) The stock certificate;
(c) The stock power, executed in blank;
(d) The executed proprietary lease;
(e) The executed recognition agreement;
(f) The executed UCC-1 financing statement with evidence of
recording thereon; and
(g) The executed UCC-3 financing statements or other
appropriate UCC financing statements required by state
law, evidencing a complete and unbroken chain from the
mortgagee to the Trustee with evidence of recording
thereon (or in a form suitable for recordation).
(b) Following a Document Transfer Event, the Seller shall, with
respect to each Mortgage Loan, deliver, or
cause to be delivered, to the
Custodian, within 60 days copies (which may
be in electronic form mutually
agreed upon by the Seller and the
Custodian) of the following additional
documents or instruments with respect to
each Mortgage Loan; provided, however,
that originals of such documents or
instruments shall be delivered to the
Custodian if originals are required under
the law in which the related Mortgaged
Property is located in order to exercise
all remedies available to the Trust
under applicable law following default by
the related Mortgagor:
(i) The original recorded Mortgage with evidence of recordation
noted
thereon or attached thereto, together with any addenda or
riders
thereto,
or a copy of such recorded Mortgage with such evidence of
recordation certified to be true and correct by the appropriate
governmental recording office; or a copy of such recorded Mortgage
with
such
evidence of recordation, or if the original Mortgage has been
submitted for
recordation but has not been returned from the applicable
public
recording office, a copy of the Mortgage certified by an officer
of
Wells
Fargo Bank or the applicable Wells Fargo Bank Correspondent to be
a
true and
correct copy of the original Mortgage submitted for
recordation;
(ii) The original of each assumption agreement, modification,
written
assurance or substitution agreement pertaining to such
Mortgage,
if any,
or, if such document is in the process of being recorded, a
copy
of such
document, certified by an officer of Wells Fargo Bank or the
applicable
Wells Fargo Bank Correspondent of such Mortgage Loan or by the
applicable
title insurance company, closing agent, settlement agent,
escrow
agent or closing attorney to be a true and correct copy of such
document
transmitted for recordation, if any;
(iii) For each MERS Mortgage Loan that is not a MOM Mortgage
Loan,
the
original assignment showing MERS as the assignee of the Mortgage,
with
evidence
of recording thereon or copies thereof certified by an officer
of
Wells
Fargo Bank or the applicable Wells Fargo Bank Correspondent to
have
been
submitted for recordation;
(iv) Each original
recorded intervening assignment of the Mortgage
as may be
necessary to show a complete chain of title from the Mortgage
Loan
originator to Wells Fargo Bank or Wells Fargo Home Mortgage,
Inc.,
with
evidence of recordation noted thereon or attached thereto, or a
copy
of such
assignment with such evidence of recordation to be true and
correct by
the appropriate governmental recording office, or, if any such
assignment
has been submitted for recordation but has not been returned
from the
applicable public recording office or is not otherwise
available,
a copy of
such assignment certified by an officer of Wells Fargo Bank or
the
applicable Wells Fargo Bank Correspondent to be a true and
correct
copy of
the recorded assignment submitted for recordation; and
(v) The original policy of the title insurance or certificate
of
title
insurance or a written commitment to issue such a title
insurance
policy or
certificate of title insurance, or a copy of such title
insurance
certified as true and correct by the applicable insurer or any
attorney's
certificate of title with an Officer's Certificate of Wells
Fargo Bank
or the applicable Wells Fargo Bank Correspondent that such
attorney's
certificate of title is customarily used in lieu of a title
insurance
policy in the jurisdiction in which the related mortgage
property
is located.
(c) If any assignment of a Mortgage to the Trustee is in the
process
of being recorded on the Closing Date, the
Seller shall use its best efforts to
cause each such original recorded document
or certified copy thereof to be
delivered to the Custodian promptly
following its recordation, but in no event
later than one (1) year following the
Closing Date. If any Mortgage has been
recorded in the name of MERS or its
designee, no assignment of Mortgage in favor
of the Trustee will be required to be
prepared or delivered and instead, the
Master Servicer shall take all actions as
are necessary to cause the Trust
Estate to be shown as the owner of the
related Mortgage Loan on the records of
MERS for the purpose of the system of
recording transfers of beneficial
ownership of mortgages maintained by MERS.
The Seller shall also cause to be
delivered to the Custodian any other
original mortgage loan document included in
the Owner Mortgage Loan File if a copy
thereof has been delivered. The Seller
shall pay from its own funds, without any
right of reimbursement therefor, the
amount of any costs, liabilities and
expenses incurred by the Trust Estate by
reason of the failure of the Seller to
cause to be delivered to the Custodian
within one (1) year following the Closing
Date any assignment of a Mortgage
(except with respect to any Mortgage
recorded in the name of MERS) not delivered
to the Custodian on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller
may,
deliver or cause to be delivered to the
Custodian the assignment of the Mortgage
Loan to the Trustee in a form suitable for
recordation, if (i) with respect to a
particular state the Trustee has received
an Opinion of Counsel acceptable to it
that such recording is not required to make
the assignment effective against the
parties to the Mortgage or subsequent
purchasers or encumbrances of the
Mortgaged Property or (ii) the Seller has
been advised by each Rating Agency
that non-recordation in a state will not
result in a reduction of the rating
assigned by that Rating Agency at the time
of initial issuance of the
Certificates. Set forth on Exhibit K
attached hereto is a list of all states
where recordation is required by either
Rating Agency to obtain the initial
ratings of the Certificates. The Custodian
may rely and shall be protected in
relying upon the information contained in
such Exhibit K. In the event that the
Custodian receives notice that recording is
required to protect the right, title
and interest of the Trustee in and to any
such Mortgage Loan for which
recordation of an assignment has not
previously been required, the Custodian
shall promptly notify the Trustee and the
Custodian shall within five Business
Days (or such other reasonable period of
time mutually agreed upon by the
Custodian and the Trustee) of its receipt
of such notice deliver each previously
unrecorded assignment to the related
Servicer for recordation.
(d) Except for Mortgage Notes endorsed in blank, endorsements
shall
comply with the following format:
WITHOUT RECOURSE
PAY TO THE ORDER OF:
WACHOVIA BANK, NATIONAL ASSOCIATION, AS
TRUSTEE under the pooling and servicing
agreement dated as of [date];
and its successors and assigns,
[Wells Fargo Bank, N.A.] or [Wells Fargo Home Mortgage, Inc.]
[Signature of Officer]
[Officer's Name and Title]
Except where assignments in blank are authorized or in the case
of
any Mortgage registered in the name of
MERS, assignments of any Mortgage shall
comply with the following:
WACHOVIA BANK, NATIONAL ASSOCIATION, AS
TRUSTEE
and its successors and assigns
Section 2.02 Acceptance by Custodian.
Subject to the provisions of the following paragraph, pursuant
to
the Custodial Agreement, the Custodian, on
behalf of the Trustee, will declare
that it holds and will hold the documents
delivered to it pursuant to Section
2.01 above and the other documents
constituting a part of the Owner Mortgage
Loan Files or Retained Mortgage Loan Files
(after the occurrence of a Document
Transfer Event) delivered to it in trust,
upon the trusts herein set forth, for
the use and benefit of all present and
future Certificateholders. Upon execution
of this Agreement, the Custodian will
deliver to the Seller and the Trustee an
initial certification in the form of
Exhibit N hereto, to the effect that,
except as may be specified in a list of
exceptions attached thereto, it has
received the original Mortgage Notes
relating to each Mortgage Loan on the
Mortgage Loan Schedule.
The Custodian will review each Owner Mortgage Loan File within
45
days after execution of this Agreement. The
Custodian will deliver no later than
30 days after completion of such review to
the Seller and the Trustee a final
certification in the form of Exhibit O
hereto to the effect that, except as may
be specified in a list of exceptions
attached thereto, all required documents
set forth in Section 2.01(a) have been
executed and received and appear regular
on their face, and that such documents
relate to the Mortgage Loans identified
in the Mortgage Loan Schedule based on a
comparison of the Mortgage Loan
identifying number, Mortgagor name and
street address, and in so doing the
Custodian may rely on the purported due
execution and genuineness of any such
document and on the purported genuineness
of any signature thereon.
If within such 45 day period the Custodian finds any document
constituting a part of an Owner Mortgage
Loan File not to have been executed or
received or to be unrelated to the Mortgage
Loans identified in the Mortgage
Loan Schedule or not to appear regular on
its face, the Custodian shall promptly
(and in no event more than 30 days after
completion of the review) notify the
Trustee and the Trustee shall notify the
Seller. The Seller shall have a period
of 60 days after the date of such notice
within which to correct or cure any
such defect. The Seller hereby covenants
and agrees that, if any material defect
is not so corrected or cured, the Seller
will, not later than 60 days after the
Trustee's notice to it referred to above
respecting such defect, either (i)
repurchase the related Mortgage Loan or any
property acquired in respect thereof
from the Trust Estate at a price equal to
(a) 100% of the unpaid principal
balance of such Mortgage Loan plus (b)
accrued interest at the Mortgage Interest
Rate through the last day of the month in
which such repurchase takes place or
(ii) if within two years of the Startup
Day, or such other period permitted by
the REMIC Provisions, substitute for any
Mortgage Loan to which such material
defect relates, a new mortgage loan (a
"Substitute Mortgage Loan") having such
characteristics so that the representations
and warranties of the Seller set
forth in Section 2.03(b) hereof (other than
Section 2.03(b)(i)) would not have
been incorrect had such Substitute Mortgage
Loan originally been a Mortgage
Loan. In no event shall any Substitute
Mortgage Loan have an unpaid principal
balance, as of the date of substitution,
greater than the Scheduled Principal
Balance (reduced by the scheduled payment
of principal due on the Due Date in
the month of substitution) of the Mortgage
Loan for which it is substituted. In
addition, such Substitute Mortgage Loan (i)
shall have a Loan-to-Value Ratio
less than or equal to and a Net Mortgage
Interest Rate equal to that of the
Mortgage Loan for which it is substituted,
(ii) shall have the same Gross Margin
and Index as that of the Mortgage Loan for
which it is substituted and (iii)
shall have the same frequency of mortgage
rate adjustment as that of the
Mortgage Loan for which it is
substituted.
In the case of a repurchased Mortgage Loan or property, the
purchase
price shall be deposited by the Seller in
the Certificate Account maintained by
the Master Servicer pursuant to Section
3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage Loan File
(and Retained Mortgage Loan File, if
required pursuant to Section 2.01(b)
hereof) relating thereto shall be delivered
to the Custodian and the Substitution
Principal Amount, together with (i)
interest on such Substitution Principal
Amount at the applicable Net Mortgage
Interest Rate to the following Due Date of
such Mortgage Loan which is being
substituted for and (ii) an amount equal to
the aggregate amount of unreimbursed
Periodic Advances in respect of interest
previously made by the Servicer, the
Master Servicer or the Trustee with respect
to such Mortgage Loan, shall be
deposited in the Certificate Account. The
Monthly Payment on the Substitute
Mortgage Loan for the Due Date in the month
of substitution shall not be part of
the Trust Estate. Upon receipt by the
Custodian of a Request for Release signed
by an officer of the Seller, the Custodian
shall release to the Seller the
related Owner Mortgage Loan File (and
Retained Mortgage Loan File, if
applicable). The Trustee shall execute and
deliver such instrument of transfer
or assignment (or, in the case of a
Mortgage Loan registered in the name of MERS
or its designee, the Master Servicer shall
cause the applicable Servicer to take
all necessary action to reflect such
assignment on the records of MERS), in each
case without recourse, as shall be
necessary to vest in the Seller legal and
beneficial ownership of such substituted or
repurchased Mortgage Loan or
property. It is understood and agreed that
the obligation of the Seller to
substitute a new Mortgage Loan for or
repurchase any Mortgage Loan or property
as to which such a material defect in a
constituent document exists shall
constitute the sole remedy respecting such
defect available to the
Certificateholders or the Trustee on behalf
of the Certificateholders. The
failure of the Custodian to give the final
certification or the Trustee to give
any notice within the required time periods
shall not affect or relieve the
Seller's obligation to repurchase any
Mortgage Loan pursuant to this Section
2.02.
Section 2.03 Representations and Warranties of the Master
Servicer
and the Seller.
(a) The Master Servicer hereby represents and warrants to the
Trustee for the benefit of
Certificateholders that, as of the date of execution
of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered
and validly existing in good standing under the laws of the
United
States;
(ii) The execution and delivery of this Agreement by the Master
Servicer
and its performance and compliance with the terms of this
Agreement
will not violate the Master Servicer's corporate charter or
by-laws or
constitute a default (or an event which, with notice or lapse
of time,
or both, would constitute a default) under, or result in the
breach of,
any material contract, agreement or other instrument to which
the Master
Servicer is a party or which may be applicable to the Master
Servicer
or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery
by the Trustee and the Seller, constitutes a valid, legal and
binding
obligation of the Master Servicer, enforceable against it in
accordance
with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting
the
enforcement of creditors' rights generally and to general
principles of
equity,
regardless of whether such enforcement is considered in a
proceeding
in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order
or decree
of any court or any order, regulation or demand of any federal,
state,
municipal or governmental agency, which default might have
consequences that would materially and adversely affect the
condition
(financial
or other) or operations of the Master Servicer or its
properties
or might have consequences that would affect its performance
hereunder;
and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against
the Master Servicer which would
prohibit its entering into this Agreement
or performing its obligations under
this Agreement.
It is understood and agreed that the representations and
warranties
set forth in this Section 2.03(a) shall
survive delivery of the respective Owner
Mortgage Loan Files to the Trustee or the
Custodian.
(b) The Seller hereby represents and warrants to the Trustee for
the
benefit of Certificateholders that, as of
the date of execution of this
Agreement, with respect to the Mortgage
Loans, or each Mortgage Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule was
true
and
correct in all material respects at the date or dates respecting
which
such
information is furnished as specified in the Mortgage Loan
Schedule;
(ii) Immediately prior to the transfer and assignment
contemplated
herein,
the Seller was the sole owner and holder of the Mortgage Loan
free
and clear
of any and all liens, pledges, charges or security interests of
any nature
and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first
lien
on the
property therein described, and the Mortgaged Property is free
and
clear of
all encumbrances and liens having priority over the first lien
of
the
Mortgage except for liens for real estate taxes and special
assessments not yet due and payable and liens or interests arising
under
or as a
result of any federal, state or local law, regulation or
ordinance
relating
to hazardous wastes or hazardous substances, and, if the
related
Mortgaged
Property is a condominium unit, any lien for common charges
permitted
by statute or homeowners association fees; and if the Mortgaged
Property
consists of shares of a cooperative housing corporation, any
lien
for
amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents
or
maintenance expenses secured by the real property owned by the
cooperative
housing
corporation; and any security agreement, chattel mortgage or
equivalent
document related to, and delivered to the Trustee or to the
Custodian
with, any Mortgage establishes in the Seller a valid and
subsisting
first lien on the property described therein and the Seller has
full right
to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or
the
related Mortgage Note has
modified the Mortgage or the related Mortgage
Note in
any material respect, satisfied, canceled or subordinated the
Mortgage
in whole or in part, released the Mortgaged Property in whole
or
in part
from the lien of the Mortgage, or executed any instrument of
release,
cancellation, modification or satisfaction, except in each case
as is
reflected in an agreement delivered to the Trustee or the
Custodian
pursuant
to Section 2.01(a);
(v) All taxes, governmental assessments, insurance premiums,
and
water,
sewer and municipal charges, which previously became due and
owing
have been
paid, or an escrow of funds has been established, to the extent
permitted
by law, in an amount sufficient to pay for every such item
which
remains
unpaid; and the Seller has not advanced funds, or received any
advance of
funds by a party other than the Mortgagor, directly or
indirectly
(except pursuant to any Subsidy Loan arrangement) for the
payment of
any amount required by the Mortgage, except for interest
accruing
from the date of the Mortgage Note or date of disbursement of
the
Mortgage
Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due
Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire,
earthquake,
earth
movement other than earthquake, windstorm, flood, tornado or
similar
casualty
(excluding casualty from the presence of hazardous wastes or
hazardous
substances, as to which the Seller makes no representations),
so
as to
affect adversely the value of the Mortgaged Property as security
for
the
Mortgage Loan or the use for which the premises were intended and
to
the best
of the Seller's knowledge, there is no proceeding pending or
threatened
for the total or partial condemnation of the Mortgaged
Property;
(vii) The Mortgaged Property is free and clear of all mechanics'
and
materialmen's liens or liens in the nature thereof; provided,
however,
that this
warranty shall be deemed not to have been made at the time of
the
initial issuance of the Certificates if a title policy affording,
in
substance,
the same protection afforded by this warranty is furnished to
the
Trustee by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage
Loans secured by residential long-term leases, the Mortgaged
Property
consists of a fee simple estate in real property; all of the
improvements which are included for the purpose of determining
the
appraised
value of the Mortgaged Property lie wholly within the
boundaries
and
building restriction lines of such property and no improvements
on
adjoining
properties encroach upon the Mortgaged Property (unless insured
against
under the related title insurance policy); and to the best of
the
Seller's
knowledge, the Mortgaged Property and all improvements thereon
comply
with all requirements of any applicable zoning and subdivision
laws
and
ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state
or
federal
laws, regulations and other requirements, pertaining to usury,
and
the
Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections,
licenses
and
certificates required to be made or issued with respect to all
occupied
portions of the Mortgaged Property and, with respect to the use
and
occupancy of the same, including, but not limited to, certificates
of
occupancy
and fire underwriting certificates, have been made or obtained
from the
appropriate authorities;
(xi) All payments required to be made up to the Due Date
immediately
preceding
the Cut-Off Date for such Mortgage Loan under the terms of the
related
Mortgage Note have been made and no Mortgage Loan had more than
one delinquency in the 12
months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other
agreements
executed
in connection therewith are genuine, and each is the legal,
valid
and
binding obligation of the maker thereof, enforceable in
accordance
with its
terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the
enforcement
of
creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a
proceeding in
equity or
at law); and, to the best of the Seller's knowledge, all
parties
to the
Mortgage Note and the Mortgage had legal capacity to execute
the
Mortgage
Note and the Mortgage and each Mortgage Note and Mortgage has
been duly
and properly executed by the Mortgagor;
(xiii) Each Mortgage Loan at the time it was originated complied
in
all
material respects with applicable federal, state and local laws
including,
without limitation, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit
opportunity,
predatory
and abusive lending laws and disclosure laws;
(xiv) The
proceeds of the Mortgage Loans have been fully disbursed,
there is
no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site
improvements and
as to
disbursements of any escrow funds therefor have been complied
with
(except
for escrow funds for exterior items which could not be
completed
due to
weather and escrow funds for the completion of swimming pools);
and
all costs,
fees and expenses incurred in making, closing or recording the
Mortgage
Loan have been paid, except recording fees with respect to
Mortgages
not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged
Property located in any jurisdiction, as to which an opinion of
counsel of
the type customarily rendered in such jurisdiction in lieu of
title
insurance is instead received) is covered by an American Land
Title
Association mortgagee title insurance policy or other generally
acceptable
form of
policy or insurance acceptable to Fannie Mae or Freddie Mac,
issued by
a title insurer acceptable to Fannie Mae or Freddie Mac
insuring
the
originator, its successors and assigns, as to the first priority
lien
of the
Mortgage in the original principal amount of the Mortgage Loan
and
subject
only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions
and
restrictions, rights of way, easements and other matters of public
record
as of the
date of recording of such Mortgage acceptable to mortgage
lending
institutions in the area in which the Mortgaged Property is
located or
specifically referred to in the appraisal performed in
connection
with the origination of the related Mortgage Loan, (C) liens
created
pursuant to any federal, state or local law, regulation or
ordinance
affording liens for the costs of clean-up of hazardous
substances
or hazardous wastes or for other environmental protection
purposes
and (D) such other matters to which like properties are
commonly
subject
which do not individually, or in the aggregate, materially
interfere
with the benefits of the security intended to be provided by
the
Mortgage;
the Seller is the sole insured of such mortgagee title
insurance
policy,
the assignment to the Trustee of the Seller's interest in such
mortgagee
title insurance policy does not require any consent of or
notification to the insurer which has not been obtained or made,
such
mortgagee
title insurance policy is in full force and effect and will be
in full
force and effect and inure to the benefit of the Trustee, no
claims
have been made under such mortgagee title insurance policy, and
no
prior
holder of the related Mortgage, including the Seller, has done,
by
act or
omission, anything which would impair the coverage of such
mortgagee
title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is
insured
by an
insurer acceptable to Fannie Mae or Freddie Mac against loss by
fire
and such
hazards as are covered under a standard extended coverage
endorsement, in
an amount which is not less than the lesser of 100% of the
insurable
value of the Mortgaged Property and the outstanding principal
balance of
the Mortgage Loan, but in no event less than the minimum amount
necessary
to fully compensate for any damage or loss on a replacement
cost
basis; if
the Mortgaged Property is a condominium unit, it is included
under the
coverage afforded by a blanket policy for the project; if upon
origination of the Mortgage Loan, the improvements on the
Mortgaged
Property
were in an area identified in the Federal Register by the
Federal
Emergency
Management Agency as having special flood hazards, a flood
insurance
policy meeting the requirements of the current guidelines of
the
Federal
Insurance Administration is in effect with a generally
acceptable
insurance
carrier, in an amount representing coverage not less than the
least of
(A) the outstanding principal balance of the Mortgage Loan, (B)
the full
insurable value of the Mortgaged Property and (C) the maximum
amount of
insurance which was available under the National Flood
Insurance
Act of
1968, as amended; and each Mortgage obligates the Mortgagor
thereunder
to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no
default,
breach,
violation or event of acceleration existing under the Mortgage
or
the
related Mortgage Note and no event which, with the passage of time
or
with
notice and the expiration of any grace or cure period, would
constitute
a default, breach, violation or event of acceleration; the
Seller has
not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or
has
been
commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense
of
usury, nor
will the operation of any of the terms of the Mortgage Note or
Mortgage,
or the exercise of any right thereunder, render the Mortgage
Note or
Mortgage unenforceable, in whole or in part, or subject it to
any
right of
rescission, set-off, counterclaim or defense, including the
defense of
usury, and no such right of rescission, set-off, counterclaim
or defense
has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments,
resulting
in
complete amortization of the Mortgage Loan over a term of not more
than
360
months;
(xx) Each Mortgage contains customary and enforceable
provisions
such as to
render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of
the
security,
including realization by judicial foreclosure (subject to any
limitation
arising from any bankruptcy, insolvency or other law for the
relief of
debtors), and there is no homestead or other exemption
available
to the
Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in
any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States
and
consists
of a one- to four-unit residential property, which may include
a
detached home, townhouse,
condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op
Shares,
leases or
occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of
Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit
has
been
delivered to the Trustee in place of the related Mortgage Note,
the
related
Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos
"living"
trust, (i)
such trust is in compliance with Fannie Mae or Freddie Mac
standards
for inter vivos trusts and (ii) holding title to the Mortgaged
Property
in such trust will not diminish any rights as a creditor
including
the right to full title to the Mortgaged Property in the event
foreclosure proceedings are initiated;
(xxvi) If the Mortgage Loan is secured by a long-term
residential
lease, (1)
the lessor under the lease holds a fee simple interest in the
land; (2)
the terms of such lease expressly permit the mortgaging of the
leasehold
estate, the assignment of the lease without the lessor's
consent
and the acquisition by the holder
of the Mortgage of the rights of the
lessee
upon foreclosure or assignment in lieu of foreclosure or
provide
the holder
of the Mortgage with substantially similar protections; (3) the
terms of
such lease do not (a) allow the termination thereof upon the
lessee's
default without the holder of the Mortgage being entitled to
receive
written notice of, and opportunity to cure, such default, (b)
allow the
termination of the lease in the event of damage or destruction
as long as
the Mortgage is in existence, (c) prohibit the holder of the
Mortgage
from being insured (or receiving proceeds of insurance) under
the
hazard
insurance policy or policies relating to the Mortgaged Property
or
(d) permit
any increase in rent other than pre-established increases set
forth in
the lease; (4) the original term of such lease is not less than
15 years;
(5) the term of such lease does not terminate earlier than five
years
after the maturity date of the Mortgage Note; and (6) the
Mortgaged
Property
is located in a jurisdiction in which the use of leasehold
estates in
transferring ownership in residential properties is a widely
accepted
practice;
(xxvii) No
Mortgage Loan is a "high cost" loan as defined under any
federal,
state or local law applicable to such Mortgage Loan at the time
of its
origination; and
(xxviii) No Mortgage Loan is serviced by the Trustee or an
affiliate
of the
Trustee.
(xxix) No Mortgage Loan (other than a Mortgage Loan that is a
New
Jersey
covered purchase loan) is a High Cost Loan or Covered Loan, as
applicable
(as such terms are defined in the then-current S&P's
LEVELS(R)
Glossary
which is now Version 5.6b, Appendix E) and no Mortgage Loan
originated
on or after October 1, 2002 through March 6, 2003 is governed
by the
Georgia Fair Lending Act.
Notwithstanding the foregoing, no representations or warranties
are
made by the Seller as to the environmental
condition of any Mortgaged Property;
the absence, presence or effect of
hazardous wastes or hazardous substances on
any Mortgaged Property; any casualty
resulting from the presence or effect of
hazardous wastes or hazardous substances
on, near or emanating from any
Mortgaged Property; the impact on
Certificateholders of any environmental
condition or presence of any hazardous
substance on or near any Mortgaged
Property; or the compliance of any
Mortgaged Property with any environmental
laws, nor is any agent, person or entity
otherwise affiliated with the Seller
authorized or able to make any such
representation, warranty or assumption of
liability relative to any Mortgaged
Property. In addition, no representations or
warranties are made by the Seller with
respect to the absence or effect of fraud
in the origination of any Mortgage
Loan.
It is understood and agreed that the representations and
warranties
set forth in this Section 2.03(b) shall
survive delivery of the respective Owner
Mortgage Loan Files (and Retained Mortgage
Loan Files, if applicable) to the
Custodian and shall inure to the benefit of
the Trustee notwithstanding any
restrictive or qualified endorsement or
assignment.
(c) Upon discovery by any of 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
August 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 app
