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 September 20, 2005
$3,742,498,833.19
Mortgage Pass-Through Certificates
Series 2005-AR16
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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 11.02(a) Cut-Off Date Crossed Loan
Group Aggregate
Principal Balance.....................................
Section 11.02(b) Cut-Off Date Group VII
Aggregate Principal Balance.....
Section 11.03 Original Group
Percentage..............................
Section 11.03(a) Original Group I-A
Percentage..........................
Section 11.03(b) Original Group II-A
Percentage.........................
Section 11.03(c) Original Group III-A
Percentage........................
Section 11.03(d) Original Group IV-A
Percentage.........................
Section 11.03(e) Original Group V-A
Percentage..........................
Section 11.03(f) Original Group VI-A
Percentage.........................
Section 11.03(g) Original Group VII-A
Percentage........................
Section 11.04 Original Principal
Balances of the Classes of
Class A Certificates..................................
Section 11.05
Reserved...............................................
Section 11.06 Original Subordinated
Percentage.......................
Section 11.06(a) Original Crossed Group
Subordinated Percentage.........
Section 11.06(b) Original Group VII
Subordinated Percentage.............
Section 11.07 Original Class B
Principal Balance.....................
Section 11.07(a) Original Cr-B Principal
Balance........................
Section 11.07(b) Original Class VII-B
Principal Balance.................
Section 11.08 Original Principal
Balances of the Classes of
Class B Certificates..................................
Section 11.09 Original Class Cr-B-1
Fractional Interest..............
Section 11.10 Original Class Cr-B-2
Fractional Interest..............
Section 11.11 Original Class Cr-B-3
Fractional Interest..............
Section 11.12 Original Class Cr-B-4
Fractional Interest..............
Section 11.13 Original Class Cr-B-5
Fractional Interest..............
Section 11.14 Original Class VII-B-1
Fractional Interest.............
Section 11.15 Original Class VII-B-2
Fractional Interest.............
Section 11.16 Original Class VII-B-3
Fractional Interest.............
Section 11.17 Original Class VII-B-4
Fractional Interest.............
Section 11.18 Original Class VII-B-5
Fractional Interest.............
Section 11.19 Closing
Date...........................................
Section 11.20 Right to
Purchase......................................
Section 11.20(a) Right to Purchase Crossed
Group Mortgage Loans.........
Section 11.20(b) Right to Purchase Group
VII Mortgage Loans.............
Section 11.21 Wire Transfer
Eligibility..............................
Section 11.22 Single
Certificate.....................................
Section 11.23 Servicing Fee
Rate.....................................
Section 11.24 Master Servicing Fee
Rate..............................
SCHEDULE I - Applicable Unscheduled
Principal Receipt Period
SCHEDULE II Schedule
of PAC Certificates
<PAGE>
EXHIBITS
--------
EXHIBIT A-I-A-1 - Form of Face of Class I-A-1
Certificate
EXHIBIT A-I-A-2 - Form of Face of Class I-A-2
Certificate
EXHIBIT A-I-A-R - Form of Face of Class I-A-R
Certificate
EXHIBIT A-II-A-1 - Form of Face of Class II-A-1
Certificate
EXHIBIT A-III-A-1 - Form of Face of Class
III-A-1 Certificate
EXHIBIT A-III-A-2 - Form of Face of Class
III-A-2 Certificate
EXHIBIT A-III-A-3 - Form of Face of Class
III-A-3 Certificate
EXHIBIT A-IV-A-1 - Form of Face of Class IV-A-1
Certificate
EXHIBIT A-IV-A-2 - Form of Face of Class IV-A-2
Certificate
EXHIBIT A-IV-A-3 - Form of Face of Class IV-A-3
Certificate
EXHIBIT A-IV-A-4 - Form of Face of Class IV-A-4
Certificate
EXHIBIT A-IV-A-5 - Form of Face of Class IV-A-5
Certificate
EXHIBIT A-IV-A-6 - Form of Face of Class IV-A-6
Certificate
EXHIBIT A-IV-A-7 - Form of Face of Class IV-A-7
Certificate
EXHIBIT A-IV-A-8 - Form of Face of Class IV-A-8
Certificate
EXHIBIT A-V-A-1 - Form of Face of Class V-A-1
Certificate
EXHIBIT A-VI-A-1 - Form of Face of Class VI-A-1
Certificate
EXHIBIT A-VI-A-2 - Form of Face of Class VI-A-2
Certificate
EXHIBIT A-VI-A-3 - Form of Face of Class VI-A-3
Certificate
EXHIBIT A-VI-A-4 - Form of Face of Class VI-A-4
Certificate
EXHIBIT A-VII-A-1 - Form of Face of Class
VII-A-1 Certificate
EXHIBIT A-VII-A-2 - Form of Face of Class
VII-A-2 Certificate
EXHIBIT B-Cr-B-1 - Form of Face of Class Cr-B-1
Certificate
EXHIBIT B-Cr-B-2 - Form of Face of Class Cr-B-2
Certificate
EXHIBIT B-Cr-B-3 - Form of Face of Class Cr-B-3
Certificate
EXHIBIT B-Cr-B-4 - Form of Face of Class Cr-B-4
Certificate
EXHIBIT B-Cr-B-5 - Form of Face of Class Cr-B-5
Certificate
EXHIBIT B-Cr-B-6 - Form of Face of Class Cr-B-6
Certificate
EXHIBIT B-VII-B-1 - Form of Face of Class
VII-B-1 Certificate
EXHIBIT B-VII-B-2 - Form of Face of Class
VII-B-2 Certificate
EXHIBIT B-VII-B-3 - Form of Face of Class
VII-B-3 Certificate
EXHIBIT B-VII-B-4 - Form of Face of Class
VII-B-4 Certificate
EXHIBIT B-VII-B-5 - Form of Face of Class
VII-B-5 Certificate
EXHIBIT B-VII-B-6 - Form of Face of Class
VII-B-6 Certificate
EXHIBIT C
- Form of
Reverse of Series 2005-AR16 Certificates
EXHIBIT D
- Reserved
EXHIBIT E
- Custodial
Agreement
EXHIBIT F-1A -
Schedule of
Wells Fargo Mortgage Loans in Loan Group I
EXHIBIT F-1B -
Schedule of
Wells Fargo Mortgage Loans in Loan Group II
EXHIBIT F-1C -
Schedule of
Wells Fargo Mortgage Loans in Loan Group III
EXHIBIT F-1D -
Schedule of
Wells Fargo Mortgage Loans in Loan Group IV
EXHIBIT F-1E -
Schedule of
Wells Fargo Mortgage Loans in Loan Group V
EXHIBIT F-1F -
Schedule of
Wells Fargo Mortgage Loans in Loan Group VI
EXHIBIT F-1G -
Schedule of
Wells Fargo Mortgage Loans in Loan Group VII
EXHIBIT F-2A -
Schedule of
Other Servicer Mortgage Loans in Loan
Group I
EXHIBIT F-2B -
Schedule of
Other Servicer Mortgage Loans in Loan
Group II
EXHIBIT F-2C -
Schedule of
Other Servicer Mortgage Loans in Loan
Group III
EXHIBIT F-2D -
Schedule of
Other Servicer Mortgage Loans in Loan
Group IV
EXHIBIT F-2E -
Schedule of
Other Servicer Mortgage Loans in Loan
Group V
EXHIBIT F-2F -
Schedule of
Other Servicer Mortgage Loans in Loan
Group VI
EXHIBIT F-2G -
Schedule of
Other Servicer Mortgage Loans in Loan
Group VII
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 I-A-R Certificate
EXHIBIT J
- Transferee's
Letter (Class [Cr-B-4] [Cr-B-5] [Cr-B-6]
[VII-B-4] [VII-B-5] [VII-B-6] Certificates)
EXHIBIT K
- List of
Recordation States
EXHIBIT L
- Servicing
Agreements
EXHIBIT M
- Form of
Special Servicing Agreement
EXHIBIT N
- Form of
Initial Certification of the Custodian
EXHIBIT O
- Form of Final
Certification of the Custodian
EXHIBIT P
- Form of
Sarbanes-Oxley Certification
EXHIBIT Q
- Schedule of
Pledged Asset Mortgage Loans
<PAGE>
This Pooling and Servicing Agreement, dated as of September 20,
2005
executed by WELLS FARGO ASSET SECURITIES
CORPORATION, as Seller, WELLS FARGO
BANK, N.A., as Master Servicer, and
WACHOVIA BANK, NATIONAL ASSOCIATION, as
Trustee.
W I T N E S S E T H T
H A T:
- - - - - - - - - - -
- - -
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer and the Trustee
agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used herein, the following words and phrases, unless
the
context otherwise requires, shall have the
meanings specified in this Article.
Accepted
Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary
and usual master servicing practices of
prudent master servicing institutions which
master service mortgage loans of the
same type as the Mortgage Loans in the
jurisdictions in which the related
Mortgaged Properties are located,
regardless of the date upon which the related
Mortgage Loans were originated.
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater
of (A) zero and (B) (i) the Principal
Balance of such Class with respect to such
Distribution Date minus (ii) the
applicable Adjustment Amount for such
Distribution Date less the Principal
Balances for any Classes of Class Cr-B or
Class VII-B Certificates, as
applicable, with higher numerical
designations.
Adjustment Amount: (1) With respect to the Crossed Groups and
the
Class Cr-B Certificates and any
Distribution Date, the difference between (A)
the Aggregate Crossed Group Principal
Balance as of the related Determination
Date and (B) the sum of (i) the Aggregate
Crossed Group Principal Balance as of
the Determination Date succeeding such
Distribution Date and (ii) the aggregate
amount that would have been distributed to
all Class A Certificates of the
Crossed Groups and Class Cr-B Certificates
as principal in accordance with
Sections 4.01(a)(i) and (ii) for such
Distribution Date and (2) with respect to
Group VII and any Distribution Date, the
difference between (A) the Aggregate
Group VII Principal Balance as of the
related Determination Date and (B) the sum
of (i) the Aggregate Group VII Principal
Balance as of the Determination Date
succeeding such Distribution Date and (ii)
the aggregate amount that would have
been distributed to all Classes of such
Group as principal in accordance with
Sections 4.01(a)(i) and (ii) for such
Distribution Date; each without regard to
the provisos in the definitions of (x)
Class Cr-B-1 Optimal Principal Amount,
Class Cr-B-2 Optimal Principal Amount,
Class Cr-B-3 Optimal Principal Amount,
Class Cr-B-4 Optimal Principal Amount,
Class Cr-B-5 Optimal Principal Amount and
Class Cr-B-6 Optimal Principal Amount or
(y) Class VII-B-1 Optimal Principal
Amount, Class VII-B-2 Optimal Principal
Amount, Class VII-B-3 Optimal Principal
Amount, Class VII-B-4 Optimal Principal
Amount, Class VII-B-5 Optimal Principal
Amount and Class VII-B-6 Optimal Principal
Amount, as applicable.
Adjustment Date: As to each Mortgage Loan, the Due Date on
which
date an adjustment to the Mortgage Interest
Rate of such Mortgage Loan becomes
effective under the related Mortgage Note,
which Due Date is the date set forth
in the Mortgage Loan Schedule as the first
Adjustment Date and each subsequent
anniversary thereof.
Aggregate Crossed Group Adjusted Pool Amount: With respect to
any
Distribution Date, the sum of the Group I
Adjusted Pool Amount, Group II
Adjusted Pool Amount, Group III Adjusted
Pool Amount, Group IV Adjusted Pool
Amount, Group V Adjusted Pool Amount and
Group VI Adjusted Pool Amount.
Aggregate Crossed Group Class A Percentage: With respect to any
Distribution Date, the percentage, the
numerator of which is the Aggregate
Crossed Group Class A Principal Balance
prior to giving effect to any
distributions on such Distribution Date,
and the denominator of which is the
Crossed Group Pool Balance.
Aggregate Crossed Group Class A Principal Balance: With respect
to
any Determination Date, the sum of the
Group I-A Principal Balance, Group II-A
Principal Balance, Group III-A Principal
Balance, Group IV-A Principal Balance,
Group V-A Principal Balance and Group VI-A
Principal Balance.
Aggregate Crossed Group Principal Balance: With respect to any
Determination Date, the sum of the
Aggregate Crossed Group Class A Principal
Balance and the Class Cr-B Principal
Balance.
Aggregate Group VII Principal Balance: As of any Determination
Date,
the sum of the Group VII-A Principal
Balance and the Class VII-B Principal
Balance as of such date.
Aggregate Group I-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the
sum of the Class A Unpaid Interest
Shortfalls for the Group I-A
Certificates.
Aggregate Group II-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the
sum of the Class A Unpaid Interest
Shortfalls for the Group II-A
Certificates.
Aggregate Group III-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the
sum of the Class A Unpaid Interest
Shortfalls for the Group III-A
Certificates.
Aggregate Group IV-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the
sum of the Class A Unpaid Interest
Shortfalls for the Group IV-A
Certificates.
Aggregate Group V-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the
sum of the Class A Unpaid Interest
Shortfalls for the Group V-A
Certificates.
Aggregate Group VI-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the
sum of the Class A Unpaid Interest
Shortfalls for the Group VI-A
Certificates.
Aggregate Group VII-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the
sum of the Class A Unpaid Interest
Shortfalls for the Group VII-A
Certificates.
Agreement: This Pooling and Servicing Agreement and all
amendments
and supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to
the
Mortgage Loans serviced by each Servicer
and each of the Full Unscheduled
Principal Receipts and Partial Unscheduled
Principal Receipts, the Unscheduled
Principal Receipt Period specified on
Schedule I hereto.
Apportioned Class Cr-B Principal Distribution Amount: As to any
Distribution Date and any Class of Class
Cr-B Certificates, the product of (i)
the applicable Class Cr-B Principal
Distribution Amount and (ii) the
Apportionment Fraction for such Class.
Apportionment Fraction: As to any Class of Class Cr-B
Certificates
and any Distribution Date occurring prior
to the Subordination Depletion Date
for the Crossed Groups and on or after the
Distribution Date on which the
Principal Balance of each Class of one
Crossed Group has been reduced to zero, a
fraction, the numerator of which is the
portion of the Class Cr-B Loan Group
Optimal Principal Amounts represented by
clauses (ii) and (iii) of the
definition thereof (other than Liquidation
Proceeds that are not partial
Liquidation Proceeds) for which the
corresponding Class A Certificates are no
longer outstanding and the denominator of
which is the applicable Class B
Optimal Principal Amount without regard to
the proviso thereto.
Authenticating Agent: Any authenticating agent appointed by the
Trustee pursuant to Section 8.11. There
shall initially be no Authenticating
Agent for the Certificates.
Available Master Servicer Compensation: For the Crossed Loan
Groups,
in the aggregate, or Loan Group VII, as to
any Distribution Date, the sum of (a)
the Master Servicing Fee with respect to
the Mortgage Loans in such Loan Groups
or Loan Group for such Distribution Date,
(b) interest earned through the
business day preceding the applicable
Distribution Date on any Prepayments in
Full on the Mortgage Loans in such Loan
Groups or Loan Group remitted to the
Master Servicer and (c) the aggregate
amount of Month End Interest with respect
to the Mortgage Loans in such Loan Groups
or Loan Group remitted by the
Servicers to the Master Servicer pursuant
to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction;
provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss
hereunder so long as the applicable
Servicer has notified the Master Servicer
and the Trustee in writing that such
Servicer is diligently pursuing any
remedies that may exist in connection with
the representations and warranties made
regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not
in default with regard to payments
due thereunder or (B) delinquent payments
of principal and interest under the
related Mortgage Loan and any premiums on
any applicable primary hazard
insurance policy and any related escrow
payments in respect of such Mortgage
Loan are being advanced on a current basis
by such Servicer without giving
effect to any Debt Service Reduction.
Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such
Book-Entry Certificate, as reflected
on the books of the Clearing Agency, or on
the books of a Person maintaining an
account with such Clearing Agency (directly
or as an indirect participant, in
accordance with the rules of such Clearing
Agency), as the case may be.
Book-Entry Certificate: Any one of the Class I-A-1
Certificates,
Class I-A-2 Certificates, Class II-A-1
Certificates, Class III-A-1 Certificates,
Class III-A-2 Certificates, Class III-A-3
Certificates, Class IV-A-1
Certificates, Class IV-A-2 Certificates,
Class IV-A-3 Certificates, Class IV-A-4
Certificates, Class IV-A-5 Certificates,
Class IV-A-6 Certificates, Class IV-A-7
Certificates, Class IV-A-8 Certificates,
Class V-A-1 Certificates, Class VI-A-1
Certificates, Class VI-A-2 Certificates,
Class VI-A-3 Certificates, Class VI-A-4
Certificates , Class VII-A-1 Certificates,
Class VII-A-2 Certificates, Class
Cr-B-1 Certificates, Class Cr-B-2
Certificates, Class Cr-B-3 Certificates, Class
VII-B-1 Certificates, Class VII-B-2
Certificates and Class VII-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. The Certificate Account
shall be deemed to consist of two
sub-accounts, the Crossed Group Subaccount
and the Group VII Subaccount, as
described in Section 3.01(a).
Certificate Custodian: Initially, Wachovia Bank, National
Association; thereafter any other
Certificate Custodian acceptable to The
Depository Trust Company and selected by
the Trustee.
Certificate Register and Certificate Registrar: Respectively,
the
register maintained pursuant to and the
registrar provided for in Section 5.02.
The initial Certificate Registrar is the
Trustee.
Certificateholder or Holder: The Person in whose name a
Certificate
is registered in the Certificate Register,
except that, solely for the purposes
of the taking of any action under Articles
VII or VIII, any Certificate
registered in the name of the Master
Servicer, a Servicer or any affiliate
thereof shall be deemed not to be
outstanding and the Voting Interest evidenced
thereby shall not be taken into account in
determining whether the requisite
percentage of Certificates necessary to
effect any such action has been
obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest
evidenced thereby.
Class I-A-1 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
A-I-A-1 and Exhibit C hereto.
Class I-A-1 Certificateholder: The registered holder of a Class
I-A-1 Certificate.
Class I-A-1 Loss Amount: With respect to any Determination Date
after the Subordination Depletion Date for
the Crossed Groups, the amount, if
any, by which the Principal Balance of the
Class I-A-1 Certificates would be
reduced as a result of the application of
the third sentence of the definition
of Principal Balance.
Class I-A-2 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
A-I-A-2 and Exhibit C hereto.
Class I-A-2 Certificateholder: The registered holder of a Class
I-A-2 Certificate.
Class I-A-2 Loss Allocation Amount: With respect to any
Determination Date after the Subordination
Depletion Date for the Crossed
Groups, the lesser of (a) the Principal
Balance of the Class I-A-2 Certificates
with respect to such Determination Date
prior to any reduction for the Class
I-A-2 Loss Allocation Amount and (b) the
Class I-A-1 Loss Amount.
Class I-A-LR1 Interest: The residual interest in the Crossed
Group
Lower-Tier REMIC, beneficial ownership of
which is represented by the Class
I-A-R Certificate.
Class I-A-LR2 Interest: The residual interest in the Group VII
Lower-Tier REMIC, beneficial ownership of
which is represented by the Class
I-A-R Certificate.
Class I-A-R Certificate: The Certificate executed by the Trustee
and
authenticated by the Trustee or the
Authenticating Agent in substantially the
form set forth in Exhibit A-I-A-R and
Exhibit C hereto.
Class I-A-R Certificateholder: The registered holder of the
Class
I-A-R Certificate.
Class I-A-R Interest: The residual interest in the Upper-Tier
REMIC,
beneficial ownership of which is
represented by the Class I-A-R Certificate.
Class I-L Interest: A regular interest in the Crossed Group
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and is
entitled to monthly distributions as
provided in Section 4.01(a)(iv) hereof.
Class I-LS Interest: A regular interest in the Crossed Group
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and is
entitled to monthly distributions as
provided in Section 4.01(a)(iv) hereof.
Class II-A-1 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
A-II-A-1 and Exhibit C hereto.
Class II-A-1 Certificateholder: The registered holder of a
Class
II-A-1 Certificate.
Class II-L Interest: A regular interest in the Crossed Group
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and is
entitled to monthly distributions as
provided in Section 4.01(a)(iv) hereof.
Class II-LS Interest: A regular interest in the Crossed Group
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and is
entitled to monthly distributions as
provided in Section 4.01(a)(iv) hereof.
Class III-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-III-A-1 and Exhibit C hereto.
Class III-A-1 Certificateholder: The registered holder of a
Class
III-A-1 Certificate.
Class III-A-2 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
A-III-A-2 and Exhibit C hereto.
Class III-A-2 Certificateholder: The registered holder of a
Class
III-A-2 Certificate.
Class III-A-2 Loss Amount: With respect to any Determination
Date
after the Subordination Depletion Date for
the Crossed Groups, the amount, if
any, by which the Principal Balance of the
Class III-A-2 Certificates would be
reduced as a result of the application of
the third sentence of the definition
of Principal Balance.
Class III-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-I-A-1 and Exhibit C hereto.
Class III-A-3 Certificateholder: The registered holder of a
Class
III-A-3 Certificate.
Class III-A-3 Loss Allocation Amount: With respect to any
Determination Date after the Subordination
Depletion Date for the Crossed
Groups, the lesser of (a) the Principal
Balance of the Class III-A-3
Certificates with respect to such
Determination Date prior to any reduction for
the Class III-A-3 Loss Allocation Amount
and (b) the Class III-A-2 Loss Amount.
Class III-L Interest: A regular interest in the Crossed Group
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and is
entitled to monthly distributions as
provided in Section 4.01(a)(iv) hereof.
Class
III-LS Interest: A regular interest in the Crossed Group
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and is
entitled to monthly distributions as
provided in Section 4.01(a)(iv) hereof.
Class IV-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-IV-A-1 and Exhibit C hereto.
Class IV-A-1 Certificateholder: The registered holder of a
Class
IV-A-1 Certificate.
Class IV-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-IV-A-2 and Exhibit C hereto.
Class IV-A-2 Certificateholder: The registered holder of a
Class
IV-A-2 Certificate.
Class IV-A-2 Loss Amount: With respect to any Determination
Date
after the Subordination Depletion Date for
the Crossed Groups, the amount, if
any, by which the Principal Balance of the
Class IV-A-2 Certificates would be
reduced as a result of the application of
the third sentence of the definition
of Principal Balance.
Class IV-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-IV-A-3 and Exhibit C hereto.
Class IV-A-3 Certificateholder: The registered holder of a
Class
IV-A-3 Certificate.
Class IV-A-3 Loss Allocation Amount: With respect to any
Determination Date after the Subordination
Depletion Date for the Crossed
Groups, the lesser of (a) the Principal
Balance of the Class IV-A-3 Certificates
with respect to such Determination Date
prior to any reduction for the Class
IV-A-3 Loss Allocation Amount and (b) the
Class IV-A-2 Loss Amount.
Class IV-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-IV-A-4 and Exhibit C hereto.
Class IV-A-4 Certificateholder: The registered holder of a
Class
IV-A-4 Certificate.
Class IV-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-IV-A-5 and Exhibit C hereto.
Class IV-A-5 Certificateholder: The registered holder of a
Class
I-A-5 Certificate.
Class IV-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-IV-A-6 and Exhibit C hereto.
Class IV-A-6 Certificateholder: The registered holder of a
Class
IV-A-6 Certificate.
Class IV-A-6 Loss Amount: With respect to any Determination
Date
after the Subordination Depletion Date for
the Crossed Groups, the amount, if
any, by which the Principal Balance of the
Class IV-A-6 Certificates would be
reduced as a result of the application of
the third sentence of the definition
of Principal Balance.
Class IV-A-7 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
A-IV-A-7 and Exhibit C hereto.
Class IV-A-7 Certificateholder: The registered holder of a
Class
IV-A-7 Certificate.
Class IV-A-7 Loss Allocation Amount: With respect to any
Determination Date after the Subordination
Depletion Date for the Crossed
Groups, the lesser of (a) the Principal
Balance of the Class IV-A-7 Certificates
with respect to such Determination Date
prior to any reduction for the Class
IV-A-7 Loss Allocation Amount and (b) the
Class IV-A-6 Loss Amount.
Class IV-A-8 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-IV-A-8 and Exhibit C hereto.
Class IV-A-8 Certificateholder: The registered holder of a
Class
IV-A-8 Certificate.
Class IV-L Interest: A regular interest in the Crossed Group
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and is
entitled to monthly distributions as
provided in Section 4.01(a)(iv) hereof.
Class IV-LS Interest: A regular interest in the Crossed Group
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and is
entitled to monthly distributions as
provided in Section 4.01(a)(iv) hereof.
Class V-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-V-A-1 and Exhibit C hereto.
Class V-A-1 Certificateholder: The registered holder of a Class
V-A-1 Certificate.
Class V-L Interest: A regular interest in the Crossed Group
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and is
entitled to monthly distributions as
provided in Section 4.01(a)(iv) hereof.
Class V-LS Interest: A regular interest in the Crossed Group
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and is
entitled to monthly distributions as
provided in Section 4.01(a)(iv) hereof.
Class VI-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-VI-A-1 and Exhibit C hereto.
Class VI-A-1 Certificateholder: The registered holder of a
Class
VI-A-1 Certificate.
Class VI-A-1 Loss Amount: With respect to any Determination
Date
after the Subordination Depletion Date for
the Crossed Groups, the amount, if
any, by which the Principal Balance of the
Class VI-A-1 Certificates would be
reduced as a result of the application of
the third sentence of the definition
of Principal Balance.
Class VI-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-VI-A-2 and Exhibit C hereto.
Class VI-A-2 Certificateholder: The registered holder of a
Class
VI-A-2 Certificate.
Class VI-A-2 Loss Allocation Amount: With respect to any
Determination Date after the Subordination
Depletion Date for the Crossed
Groups, the lesser of (a) the Principal
Balance of the Class VI-A-2 Certificates
with respect to such Determination Date
prior to any reduction for the Class
VI-A-2 Loss Allocation Amount and (b) the
Class VI-A-1 Loss Amount.
Class VI-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-VI-A-3 and Exhibit C hereto.
Class VI-A-3 Certificateholder: The registered holder of a
Class
VI-A-3 Certificate.
Class VI-A-3 Loss Amount: With respect to any Determination
Date
after the Subordination Depletion Date for
the Crossed Groups, the amount, if
any, by which the Principal Balance of the
Class VI-A-3 Certificates would be
reduced as a result of the application of
the third sentence of the definition
of Principal Balance.
Class VI-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-VI-A-4 and Exhibit C hereto.
Class VI-A-4 Certificateholder: The registered holder of a
Class
VI-A-4 Certificate.
Class VI-A-4 Loss Allocation Amount: With respect to any
Determination Date after the Subordination
Depletion Date for the Crossed
Groups, the lesser of (a) the Principal
Balance of the Class VI-A-4 Certificates
with respect to such Determination Date
prior to any reduction for the Class
VI-A-4 Loss Allocation Amount and (b) the
Class VI-A-3 Loss Amount.
Class VI-L Interest: A regular interest in the Crossed Group
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and is
entitled to monthly distributions as
provided in Section 4.01(a)(iv) hereof.
Class VI-LS Interest: A regular interest in the Crossed Group
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and is
entitled to monthly distributions as
provided in Section 4.01(a)(iv) hereof.
Class VII-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-VII-A-1 and Exhibit C hereto.
Class VII-A-1 Certificateholder: The registered holder of a
Class
VII-A-1 Certificate.
Class VII-A-1 Loss Amount: With respect to any Determination
Date
after the Subordination Depletion Date for
the Crossed Groups, the amount, if
any, by which the Principal Balance of the
Class VII-A-1 Certificates would be
reduced as a result of the application of
the third sentence of the definition
of Principal Balance.
Class VII-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-VII-A-2 and Exhibit C hereto.
Class VII-A-2 Certificateholder: The registered holder of a
Class
VII-A-2 Certificate.
Class VII-A-2 Loss Allocation Amount: With respect to any
Determination Date after the Subordination
Depletion Date for the Crossed
Groups, the lesser of (a) the Principal
Balance of the Class VII-A-2
Certificates with respect to such
Determination Date prior to any reduction for
the Class VII-A-2 Loss Allocation Amount
and (b) the Class VII-A-1 Loss Amount.
Class VII-B Certificate: Any of the Class VII-B-1 Certificates,
Class VII-B-2 Certificates, Class VII-B-3
Certificates, Class VII-B-4
Certificates, Class VII-B-5 Certificates or
Class VII-B-6 Certificates.
Class VII-B Interest Accrual Amount: As to any Distribution
Date,
the sum of the Interest Accrual Amounts for
the Classes of Class VII-B
Certificates with respect to such
Distribution Date.
Class VII-B Pass-Through Rate: As to any Distribution Date, the
Class VII-B Pass-Through Rate will be a per
annum rate equal to the Net WAC of
the Group VII Mortgage Loans.
Class VII-B Principal Balance: As of any date, an amount equal
to
the sum of the Class VII-B-1 Principal
Balance, Class VII-B-2 Principal Balance,
Class VII-B-3 Principal Balance, Class
VII-B-4 Principal Balance, Class VII-B-5
Principal Balance and Class VII-B-6
Principal Balance.
Class VII-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-VII-B-1 and Exhibit C hereto.
Class VII-B-1 Certificateholder: The registered holder of a
Class
VII-B-1 Certificate.
Class VII-B-1 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class VII-B-1 Certificates pursuant
to Paragraphs first, second and third of
Section 4.01(a)(ii).
Class VII-B-1 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest
Accrual Amount of the Class VII-B-1
Certificates with respect to such
Distribution Date exceeds the amount
distributed in respect of the Class VII-B-1
Certificates on such Distribution
Date pursuant to Paragraph first of Section
4.01(a)(ii).
Class VII-B-1 Optimal Principal Amount: As to any Distribution
Date
and each Group VII Mortgage Loan that is an
Outstanding Mortgage Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class VII-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 VII-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 VII-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 VII-B-1 Percentage of the excess of the unpaid
principal
balance of any Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding
the
Determination Date for such Distribution Date over the unpaid
principal
balance of
the substituted 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 for which a Mortgage Loan was substituted; and
(II) the Class VII-B-1 Prepayment
Percentage of the Recovery for Loan Group VII
for such Distribution Date;
provided, however, that if a related
Optimal Adjustment Event occurs with
respect to such Class and such Distribution
Date, the Class VII-B-1 Optimal
Principal Amount will equal the lesser of
(A) the Class VII-B-1 Optimal
Principal Amount calculated as described in
the preceding provisions and (B) the
Adjusted Principal Balance for the Class
VII-B-1 Certificates.
Class VII-B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group VII Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class VII-B-1 Principal
Balance (determined as of the Determination
Date preceding such Distribution
Date) and the denominator of which is the
Class VII-B Principal Balance.
Class VII-B-1 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence,
the percentage calculated by
multiplying (i) the Group VII Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class VII-B-1 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class VII-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class VII-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 VII-B-1
Certificates are the only Class VII-B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Class VII-B-1 Prepayment Percentage for
such unscheduled principal distributions
for such Distribution Date will be one.
Class VII-B-1 Principal Balance: As to the first Determination
Date,
the Original Class VII-B-1 Principal
Balance. As of any subsequent Determination
Date, the Original Class VII-B-1 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class VII-B-1 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph third of Section 4.01(a)(ii) and
(B) as a result of a Principal Adjustment;
provided, however, if the Class
VII-B-1 Certificates are the most
subordinate Class VII-B Certificates
outstanding, the Class VII-B-1 Principal
Balance will equal the difference, if
any, between the Group VII Adjusted Pool
Amount as of the preceding Distribution
Date less the Group VII-A Principal Balance
as of such Determination Date.
Class VII-B-1 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class VII-B-1 Certificates
pursuant to Paragraph third of Section
4.01(a)(ii).
Class VII-B-1 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the
aggregate of the Class VII-B-1 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class VII-B-1
Certificates on prior Distribution
Dates pursuant to Paragraph second of
Section 4.01(a)(ii).
Class VII-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-VII-B-2 and Exhibit C hereto.
Class VII-B-2 Certificateholder: The registered holder of a
Class
VII-B-2 Certificate.
Class VII-B-2 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class VII-B-2 Certificates pursuant
to Paragraphs fourth, fifth and sixth of
Section 4.01(a)(ii).
Class VII-B-2 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest
Accrual Amount of the Class VII-B-2
Certificates with respect to such
Distribution Date exceeds the amount
distributed in respect of the Class VII-B-2
Certificates on such Distribution
Date pursuant to Paragraph fourth of
Section 4.01(a)(ii).
Class VII-B-2 Optimal Principal Amount: As to any Distribution
Date
and each Group VII Mortgage Loan that is an
Outstanding Mortgage Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class VII-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 VII-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 VII-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 VII-B-2 Percentage of the excess of the unpaid
principal
balance of any Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding
the
Determination Date for such Distribution Date over the unpaid
principal
balance of
the substituted 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 for which a Mortgage Loan was substituted; and
(II) the Class VII-B-2 Prepayment
Percentage of the Recovery for Loan Group VII
for such Distribution Date;
provided, however, that if a related
Optimal Adjustment Event occurs with
respect to such Class and such Distribution
Date, the Class VII-B-2 Optimal
Principal Amount will equal the lesser of
(A) the Class VII-B-2 Optimal
Principal Amount calculated as described in
the preceding provisions and (B) the
Adjusted Principal Balance for the Class
VII-B-2 Certificates.
Class VII-B-2 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group VII Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class VII-B-2 Principal
Balance (determined as of the Determination
Date preceding such Distribution
Date) and the denominator of which is the
Class VII-B Principal Balance.
Class VII-B-2 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence,
the percentage calculated by
multiplying (i) the Group VII Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class VII-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 VII-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class VII-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 VII-B-2
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Class VII-B-2
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Class VII-B-2 Principal Balance: As to the first Determination
Date,
the Original Class VII-B-2 Principal
Balance. As of any subsequent Determination
Date, the Original Class VII-B-2 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class VII-B-2 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph sixth of Section 4.01(a)(ii) and
(B) as a result of a Principal Adjustment;
provided, however, if the Class
VII-B-2 Certificates are the most
subordinate Class VII-B Certificates
outstanding, the Class VII-B-2 Principal
Balance will equal the difference, if
any, between the Group VII Adjusted Pool
Amount as of the preceding Distribution
Date less the sum of the Group VII-A
Principal Balance and the Class VII-B-1
Principal Balance as of such Determination
Date.
Class VII-B-2 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class VII-B-2 Certificates
pursuant to Paragraph sixth of Section
4.01(a)(ii).
Class VII-B-2 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the
aggregate of the Class VII-B-2 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class VII-B-2
Certificates on prior Distribution
Dates pursuant to Paragraph fifth of
Section 4.01(a)(ii).
Class VII-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-VII-B-3 and Exhibit C hereto.
Class VII-B-3 Certificateholder: The registered holder of a
Class
VII-B-3 Certificate.
Class VII-B-3 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class VII-B-3 Certificates pursuant
to Paragraphs seventh, eighth and ninth of
Section 4.01(a)(ii).
Class VII-B-3 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest
Accrual Amount of the Class VII-B-3
Certificates with respect to such
Distribution Date exceeds the amount
distributed in respect of the Class VII-B-3
Certificates on such Distribution
Date pursuant to Paragraph seventh of
Section 4.01(a)(ii).
Class VII-B-3 Optimal Principal Amount: As to any Distribution
Date
and each Group VII Mortgage Loan that is an
Outstanding Mortgage Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class VII-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 VII-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 VII-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 VII-B-3 Percentage of the excess of the unpaid
principal
balance of any Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding
the
Determination Date for such Distribution Date over the unpaid
principal
balance of
the substituted 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 for which a Mortgage Loan was substituted; and
(II) the Class VII-B-3 Prepayment
Percentage of the Recovery for Loan Group VII
for such Distribution Date;
provided, however, that if a related
Optimal Adjustment Event occurs with
respect to such Class and such Distribution
Date, the Class VII-B-3 Optimal
Principal Amount will equal the lesser of
(A) the Class VII-B-3 Optimal
Principal Amount calculated as described in
the preceding provisions and (B) the
Adjusted Principal Balance for the Class
VII-B-3 Certificates.
Class VII-B-3 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group VII Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class VII-B-3 Principal
Balance (determined as of the Determination
Date preceding such Distribution
Date) and the denominator of which is the
Class VII-B Principal Balance.
Class VII-B-3 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence,
the percentage calculated by
multiplying (i) the Group VII Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class VII-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 VII-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class VII-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 VII-B-3
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Class VII-B-3
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Class VII-B-3 Principal Balance: As to the first Determination
Date,
the Original Class VII-B-3 Principal
Balance. As of any subsequent Determination
Date, the Original Class VII-B-3 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class VII-B-3 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph ninth of Section 4.01(a)(ii) and
(B) as a result of a Principal Adjustment;
provided, however, if the Class
VII-B-3 Certificates are the most
subordinate Class VII-B Certificates
outstanding, the Class VII-B-3 Principal
Balance will equal the difference, if
any, between the Group VII Adjusted Pool
Amount as of the preceding Distribution
Date less the sum of the Group VII-A
Principal Balance, the Class VII-B-1
Principal Balance and the Class VII-B-2
Principal Balance as of such
Determination Date.
Class VII-B-3 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class VII-B-3 Certificates
pursuant to Paragraph ninth of Section
4.01(a)(ii).
Class VII-B-3 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the
aggregate of the Class VII-B-3 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class VII-B-3
Certificates on prior Distribution
Dates pursuant to Paragraph eighth of
Section 4.01(a)(ii).
Class VII-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-VII-B-4 and Exhibit C hereto.
Class VII-B-4 Certificateholder: The registered holder of a
Class
VII-B-4 Certificate.
Class VII-B-4 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class VII-B-4 Certificates pursuant
to Paragraphs tenth, eleventh and twelfth
of Section 4.01(a)(ii).
Class VII-B-4 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest
Accrual Amount of the Class VII-B-4
Certificates with respect to such
Distribution Date exceeds the amount
distributed in respect of the Class VII-B-4
Certificates on such Distribution
Date pursuant to Paragraph tenth of Section
4.01(a)(ii).
Class VII-B-4 Optimal Principal Amount: As to any Distribution
Date
and each Group VII Mortgage Loan that is an
Outstanding Mortgage Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class VII-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 VII-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 VII-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 VII-B-4 Percentage of the excess of the unpaid
principal
balance of any Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding
the
Determination Date for such Distribution Date over the unpaid
principal
balance of
the substituted 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 for which a Mortgage Loan was substituted; and
(II) the Class VII-B-4 Prepayment
Percentage of the Recovery for Loan Group VII
for such Distribution Date;
provided, however, that if a related
Optimal Adjustment Event occurs with
respect to such Class and such Distribution
Date, the Class VII-B-4 Optimal
Principal Amount will equal the lesser of
(A) the Class VII-B-4 Optimal
Principal Amount calculated as described in
the preceding provisions and (B) the
Adjusted Principal Balance for the Class
VII-B-4 Certificates.
Class VII-B-4 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group VII Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class VII-B-4 Principal
Balance (determined as of the Determination
Date preceding such Distribution
Date) and the denominator of which is the
Class VII-B Principal Balance.
Class VII-B-4 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence,
the percentage calculated by
multiplying (i) the Group VII Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class VII-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 VII-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class VII-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 VII-B-4
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Class VII-B-4
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Class VII-B-4 Principal Balance: As to the first Determination
Date,
the Original Class VII-B-4 Principal
Balance. As of any subsequent Determination
Date, the Original Class VII-B-4 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class VII-B-4 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph twelfth of Section 4.01(a)(ii) and
(B) as a result of a Principal Adjustment;
provided, however, if the Class
VII-B-4 Certificates are the most
subordinate Class VII-B Certificates
outstanding, the Class VII-B-4 Principal
Balance will equal the difference, if
any, between the Group VII Adjusted Pool
Amount as of the preceding Distribution
Date less the sum of the Group VII-A
Principal Balance, the Class VII-B-1
Principal Balance, the Class VII-B-2
Principal Balance and the Class VII-B-3
Principal Balance as of such Determination
Date.
Class VII-B-4 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class VII-B-4 Certificates
pursuant to Paragraph twelfth of Section
4.01(a)(ii).
Class VII-B-4 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the
aggregate of the Class VII-B-4 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class VII-B-4
Certificates on prior Distribution
Dates pursuant to Paragraph eleventh of
Section 4.01(a)(ii).
Class VII-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-VII-B-5 and Exhibit C hereto.
Class VII-B-5 Certificateholder: The registered holder of a
Class
VII-B-5 Certificate.
Class VII-B-5 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class VII-B-5 Certificates pursuant
to Paragraphs thirteenth, fourteenth and
fifteenth of Section 4.01(a)(ii).
Class VII-B-5 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest
Accrual Amount of the Class VII-B-5
Certificates with respect to such
Distribution Date exceeds the amount
distributed in respect of the Class VII-B-5
Certificates on such Distribution
Date pursuant to Paragraph thirteenth of
Section 4.01(a)(ii).
Class VII-B-5 Optimal Principal Amount: As to any Distribution
Date
and each Group VII Mortgage Loan that is an
Outstanding Mortgage Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class VII-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 VII-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 VII-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 VII-B-5 Percentage of the excess of the unpaid
principal
balance of any Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding
the
Determination Date for such Distribution Date over the unpaid
principal
balance of
the substituted 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 for which a Mortgage Loan was substituted; and
(II) the Class VII-B-5 Prepayment
Percentage of the Recovery for Loan Group VII
for such Distribution Date;
provided, however, that if a related
Optimal Adjustment Event occurs with
respect to such Class and such Distribution
Date, the Class VII-B-5 Optimal
Principal Amount will equal the lesser of
(A) the Class VII-B-5 Optimal
Principal Amount calculated as described in
the preceding provisions and (B) the
Adjusted Principal Balance for the Class
VII-B-5 Certificates.
Class VII-B-5 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group VII Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class VII-B-5 Principal
Balance (determined as of the Determination
Date preceding such Distribution
Date) and the denominator of which is the
Class VII-B Principal Balance.
Class VII-B-5 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence,
the percentage calculated by
multiplying (i) the Group VII Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class VII-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 VII-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class VII-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 VII-B-5
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Class VII-B-5
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Class VII-B-5 Principal Balance: As to the first Determination
Date,
the Original Class VII-B-5 Principal
Balance. As of any subsequent Determination
Date, the Original Class VII-B-5 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class VII-B-5 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph fifteenth of Section 4.01(a)(ii)
and (B) as a result of a Principal
Adjustment; provided, however, if the Class
VII-B-5 Certificates are the most
subordinate Class VII-B Certificates
outstanding, the Class VII-B-5 Principal
Balance will equal the difference, if
any, between the Group VII Adjusted Pool
Amount as of the preceding Distribution
Date less the sum of the Group VII-A
Principal Balance, the Class VII-B-1
Principal Balance, the Class VII-B-2
Principal Balance, the Class VII-B-3
Principal Balance and the Class VII-B-4
Principal Balance as of such
Determination Date.
Class VII-B-5 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class VII-B-5 Certificates
pursuant to Paragraph fifteenth of Section
4.01(a)(ii).
Class VII-B-5 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the
aggregate of the Class VII-B-5 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class VII-B-5
Certificates on prior Distribution
Dates pursuant to Paragraph fourteenth of
Section 4.01(a)(ii).
Class VII-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-VII-B-6 and Exhibit C hereto.
Class VII-B-6 Certificateholder: The registered holder of a
Class
VII-B-6 Certificate.
Class VII-B-6 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class VII-B-6 Certificates pursuant
to Paragraphs sixteenth, seventeenth and
eighteenth of Section 4.01(a)(ii).
Class VII-B-6 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest
Accrual Amount of the Class VII-B-6
Certificates with respect to such
Distribution Date exceeds the amount
distributed in respect of the Class VII-B-6
Certificates on such Distribution
Date pursuant to Paragraph sixteenth of
Section 4.01(a)(ii).
Class VII-B-6 Optimal Principal Amount: As to any Distribution
Date
and each Group VII Mortgage Loan that is an
Outstanding Mortgage Loan, an amount
equal to the sum of
(I) the sum of:
(i) the Class VII-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 VII-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 VII-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 VII-B-6 Percentage of the excess of the unpaid
principal
balance of any Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding
the
Determination Date for such Distribution Date over the unpaid
principal
balance of
the substituted 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 for which a Mortgage Loan was substituted; and
(II) the Class VII-B-6 Prepayment
Percentage of the Recovery for Loan Group VII
for such Distribution Date;
provided, however, that if a related
Optimal Adjustment Event occurs with
respect to such Class and such Distribution
Date, the Class VII-B-6 Optimal
Principal Amount will equal the lesser of
(A) the Class VII-B-6 Optimal
Principal Amount calculated as described in
the preceding provisions and (B) the
Adjusted Principal Balance for the Class
VII-B-6 Certificates.
Class VII-B-6 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group VII Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class VII-B-6 Principal
Balance (determined as of the Determination
Date preceding such Distribution
Date) and the denominator of which is the
Class VII-B Principal Balance.
Class VII-B-6 Prepayment Percentage: As to any Distribution
Date,
except as set forth in the next sentence,
the percentage calculated by
multiplying (i) the Group VII Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class VII-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 VII-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class VII-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 VII-B-6
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Class VII-B-6
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Class VII-B-6 Principal Balance: As to the first Determination
Date,
the Original Class VII-B-6 Principal
Balance. As of any subsequent Determination
Date, the Original Class VII-B-6 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class VII-B-6 Certificates on prior
Distribution Dates pursuant to Paragraph
eighteenth of Section 4.01(a)(ii);
provided, however, if the Class VII-B-6
Certificates are outstanding, the Class
VII-B-6 Principal Balance will equal the
difference, if any, between the Group
VII Adjusted Pool Amount as of the
preceding Distribution Date less the sum of
the Group VII-A Principal Balance, the
Class VII-B-1 Principal Balance, the
Class VII-B-2 Principal Balance, the Class
VII-B-3 Principal Balance, the Class
VII-B-4 Principal Balance and the Class
VII-B-5 Principal Balance as of such
Determination Date.
Class VII-B-6 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class VII-B-6 Certificates
pursuant to Paragraph eighteenth of Section
4.01(a)(ii).
Class VII-B-6 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the
aggregate of the Class VII-B-6 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class VII-B-6
Certificates on prior Distribution
Dates pursuant to Paragraph seventeenth of
Section 4.01(a)(ii).
Class VII-L Interest: The regular interest in the Group VII
Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and is
entitled to monthly distributions as
provided in Section 4.01(a)(iv) hereof.
Class A Certificate: Any of the Group I-A Certificates, Group
II-A
Certificates, Group III-A Certificates,
Group IV-A Certificates, Group V-A
Certificates, Group VI-A Certificates or
Group VII-A Certificates.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Pass-Through Rate: For each Distribution Date and the
Group
I-A Certificates, the Class A Pass-Through
Rate will be a per annum rate equal
to Net WAC of the Group I Mortgage Loans.
For each Distribution Date and any of
the Group II-A Certificates, the Class A
Pass-Through Rate will be a per annum
rate equal to Net WAC of the Group II
Mortgage Loans. For each Distribution Date
and the Group III-A Certificates, the Class
A Pass-Through Rate will be a per
annum rate equal to Net WAC of the Group
III Mortgage Loans. For each
Distribution Date and any of the Group IV-A
Certificates, the Class A
Pass-Through Rate will be a per annum rate
equal to Net WAC of the Group IV
Mortgage Loans. For each Distribution Date
and the Group V-A Certificates, the
Class A Pass-Through Rate will be a per
annum rate equal to Net WAC of the Group
V Mortgage Loans. For each Distribution
Date and any of the Group VI-A
Certificates, the Class A Pass-Through Rate
will be a per annum rate equal to
Net WAC of the Group VI Mortgage Loans. For
each Distribution Date and the Group
VII-A Certificates, the Class A
Pass-Through Rate will be a per annum rate equal
to Net WAC of the Group VII Mortgage
Loans.
Class A Unpaid Interest Shortfall: As to any Distribution Date
and
Class of Class A Certificates of a Group,
the amount, if any, by which the Group
I-A Interest Shortfall Amounts, Group II-A
Interest Shortfall Amounts, Group
III-A Interest Shortfall Amounts, Group
IV-A Interest Shortfall Amounts, Group
V-A Interest Shortfall Amounts, Group VI-A
Interest Shortfall Amounts or Group
VII-A Interest Shortfall Amounts for such
Class of such Group for prior
Distribution Dates is in excess of the
amounts distributed in respect of such
Class of such Group on prior Distribution
Dates pursuant to Paragraph second of
Section 4.01(a)(i).
Class B Certificate: Any one of the Class Cr-B-1 Certificates,
Class
Cr-B-2 Certificates, Class Cr-B-3
Certificates, Class Cr-B-4 Certificates, Class
Cr-B-5 Certificates, Class Cr-B-6
Certificates, Class VII-B-1 Certificates,
Class VII-B-2 Certificates, Class VII-B-3
Certificates, Class VII-B-4
Certificates, Class VII-B-5 Certificates or
Class VII-B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class Cr-B-1
Distribution
Amount, Class Cr-B-2 Distribution Amount,
Class Cr-B-3 Distribution Amount,
Class Cr-B-4 Distribution Amount, Class
Cr-B-5 Distribution Amount, Class Cr-B-6
Distribution Amount, Class VII-B-1
Distribution Amount, Class VII-B-2
Distribution Amount, Class VII-B-3
Distribution Amount, Class VII-B-4
Distribution Amount, Class VII-B-5
Distribution Amount or Class VII-B-6
Distribution Amount.
Class B Interest Percentage: With respect to any Distribution
Date
and any Class of Class B Certificates, the
percentage calculated by dividing the
Interest Accrual Amount of such Class
(determined without regard to clause (ii)
of the definition thereof) by the Class
Cr-B Interest Accrual Amount or Class
VII-B Interest Accrual Amount, as
applicable (determined without regard to
clause (ii) of the definition of each
Interest Accrual Amount).
Class B Interest Shortfall Amount: Any of the Class Cr-B-1
Interest
Shortfall Amount, Class Cr-B-2 Interest
Shortfall Amount, Class Cr-B-3 Interest
Shortfall Amount, Class Cr-B-4 Interest
Shortfall Amount, Class Cr-B-5 Interest
Shortfall Amount, Class Cr-B-6 Interest
Shortfall Amount, Class VII-B-1 Interest
Shortfall Amount, Class VII-B-2 Interest
Shortfall Amount, Class VII-B-3
Interest Shortfall Amount, Class VII-B-4
Interest Shortfall Amount, Class
VII-B-5 Interest Shortfall Amount or Class
VII-B-6 Interest Shortfall Amount.
Class B Optimal Principal Amount: Any of the Class Cr-B-1
Optimal
Principal Amount, Class Cr-B-2 Optimal
Principal Amount, Class Cr-B-3 Optimal
Principal Amount, Class Cr-B-4 Optimal
Principal Amount, Class Cr-B-5 Optimal
Principal Amount, Class Cr-B-6 Optimal
Principal Amount, Class VII-B-1 Optimal
Principal Amount, Class VII-B-2 Optimal
Principal Amount, Class VII-B-3 Optimal
Principal Amount, Class VII-B-4 Optimal
Principal Amount, Class VII-B-5 Optimal
Principal Amount or Class VII-B-6 Optimal
Principal Amount.
Class B Pass-Through Rate: Either the Class Cr-B Pass-Through
Rate
or the Class VII-B Pass-Through Rate.
Class B Principal Distribution Amount: Any of the Class Cr-B-1
Principal Distribution Amount, Class Cr-B-2
Principal Distribution Amount, Class
Cr-B-3 Principal Distribution Amount, Class
Cr-B-4 Principal Distribution
Amount, Class Cr-B-5 Principal Distribution
Amount, Class Cr-B-6 Principal
Distribution Amount, Class VII-B-1
Principal Distribution Amount, Class VII-B-2
Principal Distribution Amount, Class
VII-B-3 Principal Distribution Amount,
Class VII-B-4 Principal Distribution
Amount, Class VII-B-5 Principal
Distribution Amount or Class VII-B-6
Principal Distribution Amount.
Class B Unpaid Interest Shortfall: Any of the Class Cr-B-1
Unpaid
Interest Shortfall, Class Cr-B-2 Unpaid
Interest Shortfall, Class Cr-B-3 Unpaid
Interest Shortfall, Class Cr-B-4 Unpaid
Interest Shortfall, Class Cr-B-5 Unpaid
Interest Shortfall, Class Cr-B-6 Unpaid
Interest Shortfall, Class VII-B-1 Unpaid
Interest Shortfall, Class VII-B-2 Unpaid
Interest Shortfall, Class VII-B-3
Unpaid Interest Shortfall, Class VII-B-4
Unpaid Interest Shortfall, Class
VII-B-5 Unpaid Interest Shortfall or Class
VII-B-6 Unpaid Interest Shortfall.
Class Cr-B Certificate: Any of the Class Cr-B-1 Certificates,
Class
Cr-B-2 Certificates, Class Cr-B-3
Certificates, Class Cr-B-4 Certificates, Class
Cr-B-5 Certificates or Class Cr-B-6
Certificates.
Class Cr-B Interest Accrual Amount: As to any Distribution Date,
the
sum of the Interest Accrual Amounts for the
Classes of Class Cr-B Certificates
with respect to such Distribution Date.
Class Cr-B Loan Group Optimal Principal Amount: Any of the
Class
Cr-B Loan Group I Optimal Principal Amount,
Class Cr-B Loan Group II Optimal
Principal Amount, Class Cr-B Loan Group III
Optimal Principal Amount, Class Cr-B
Loan Group IV Optimal Principal Amount,
Class Cr-B Loan Group IV Optimal
Principal Amount, Class Cr-B Loan Group V
Optimal Principal Amount or Class Cr-B
Loan Group VI Optimal Principal Amount.
Class Cr-B Loan Group I Optimal Principal Amount: Any of the
Class
Cr-B-1, Class Cr-B-2, Class Cr-B-3, Class
Cr-B-4, Class Cr-B-5 or Class Cr-B-6
Loan Group I Optimal Principal Amounts.
Class Cr-B Loan Group II Optimal Principal Amount: Any of the
Class
Cr-B-1, Class Cr-B-2, Class Cr-B-3, Class
Cr-B-4, Class Cr-B-5 or Class Cr-B-6
Loan Group II Optimal Principal
Amounts.
Class Cr-B Loan Group III Optimal Principal Amount: Any of the
Class
Cr-B-1, Class Cr-B-2, Class Cr-B-3, Class
Cr-B-4, Class Cr-B-5 or Class Cr-B-6
Loan Group III Optimal Principal
Amounts.
Class Cr-B Loan Group IV Optimal Principal Amount: Any of the
Class
Cr-B-1, Class Cr-B-2, Class Cr-B-3, Class
Cr-B-4, Class Cr-B-5 or Class Cr-B-6
Loan Group IV Optimal Principal
Amounts.
Class Cr-B Loan Group V Optimal Principal Amount: Any of the
Class
Cr-B-1, Class Cr-B-2, Class Cr-B-3, Class
Cr-B-4, Class Cr-B-5 or Class Cr-B-6
Loan Group V Optimal Principal Amounts.
Class Cr-B Loan Group VI Optimal Principal Amount: Any of the
Class
Cr-B-1, Class Cr-B-2, Class Cr-B-3, Class
Cr-B-4, Class Cr-B-5 or Class Cr-B-6
Loan Group VI Optimal Principal
Amounts.
Class Cr-B Pass-Through Rate: As to any Distribution Date, the
Class
Cr-B Pass-Through Rate will be a per annum
rate equal to the weighted average
(based on the Group Subordinate Amount for
each Crossed Loan Group) of the Net
WACs of the Crossed Loan Groups.
Class Cr-B Principal Balance: As of any date, an amount equal to
the
sum of the Class Cr-B-1 Principal Balance,
Class Cr-B-2 Principal Balance, Class
Cr-B-3 Principal Balance, Class Cr-B-4
Principal Balance, Class Cr-B-5 Principal
Balance and Class Cr-B-6 Principal
Balance.
Class Cr-B-1 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
B-Cr-B-1 and Exhibit C hereto.
Class Cr-B-1 Certificateholder: The registered holder of a
Class
Cr-B-1 Certificate.
Class Cr-B-1 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class Cr-B-1 Certificates pursuant to
Paragraphs first, second and third of
Section 4.01(a)(ii).
Class Cr-B-1 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class Cr-B-1 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class Cr-B-1 Certificates on such
Distribution Date pursuant to Paragraph
first of Section 4.01(a)(ii).
Class Cr-B-1 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-1 Optimal
Principal Amount calculated only
with respect to Group I Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-1 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-1 Optimal
Principal Amount calculated only
with respect to Group II Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-1 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-1 Optimal
Principal Amount calculated only
with respect to Group III Mortgage Loans
and without regard to the proviso
thereto.
Class Cr-B-1 Loan Group IV Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-1 Optimal
Principal Amount calculated only
with respect to Group IV Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-1 Loan Group V Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-1 Optimal
Principal Amount calculated only
with respect to Group V Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-1 Loan Group VI Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-1 Optimal
Principal Amount calculated only
with respect to Group VI Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-1 Optimal Principal Amount: As to any Distribution
Date
and each Crossed Group Mortgage Loan that
is an Outstanding Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i) the Group I Class Cr-B-1 Percentage (with respect to each
such
Group I
Mortgage Loan), the Group II Class Cr-B-1 Percentage (with
respect
to each
such Group II Mortgage Loan), the Group III Class Cr-B-1
Percentage
(with respect to each such Group III Mortgage Loan), the Group
IV Class
Cr-B-1 Percentage (with respect to each such Group IV Mortgage
Loan), the
Group V Class Cr-B-1 Percentage (with respect to each such
Group V
Mortgage Loan) or Group VI Class Cr-B-1 Percentage (with
respect
to each
such Group VI Mortgage Loan) of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class Cr-B-1 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan), the Group II Class Cr-B-1 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), the Group
III Class
Cr-B-1 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan), the Group IV Class Cr-B-1 Prepayment Percentage
(with
respect to
each such Group IV Mortgage Loan), the Group V Class Cr-B-1
Prepayment
Percentage (with respect to each such Group V Mortgage Loan) or
Group VI
Class Cr-B-1 Prepayment Percentage (with respect to each such
Group VI
Mortgage Loan) of all Unscheduled Principal Receipts (other
than
Recoveries) that were received by a Servicer with respect to such
Mortgage
Loan
during the Applicable Unscheduled Principal Receipt Period
relating
to such
Distribution Date for each applicable type of Unscheduled
Principal
Receipt;
(iii) the Group I Class Cr-B-1 Prepayment Percentage (with
respect
to each
such Group I Mortgage Loan), the Group II Class Cr-B-1
Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), the Group
III Class
Cr-B-1 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan), the Group IV Class Cr-B-1 Prepayment Percentage
(with
respect to
each such Group IV Mortgage Loan), the Group V Class Cr-B-1
Prepayment
Percentage (with respect to each such Group V Mortgage Loan) or
Group VI
Class Cr-B-1 Prepayment Percentage (with respect to each such
Group VI
Mortgage Loan) of the Scheduled Principal Balance of such
Mortgage
Loan which, during the one month period ending on the day
preceding
the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08;
and
(iv) the Group I Class Cr-B-1 Percentage (with respect to each
such
Group I
Mortgage Loan), the Group II Class Cr-B-1 Percentage (with
respect
to each
such Group II Mortgage Loan), the Group III Class Cr-B-1
Percentage
(with respect to each such Group III Mortgage Loan), the Group
IV Class
Cr-B-1 Percentage (with respect to each such Group IV Mortgage
Loan), the
Group V Class Cr-B-1 Percentage (with respect to each such
Group V
Mortgage Loan) or Group VI Class Cr-B-1 Percentage (with
respect
to each
such Group VI Mortgage Loan) of the excess of the unpaid
principal
balance of
any Mortgage Loan for which a Mortgage Loan was substituted
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date over the unpaid principal balance of the
substituted 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 for which a Mortgage Loan was substituted; and
(II) the Group I Class Cr-B-1 Prepayment
Percentage, Group II Class Cr-B-1
Prepayment Percentage, Group III Class
Cr-B-1 Prepayment Percentage, Group IV
Class Cr-B-1 Prepayment Percentage, Group V
Class Cr-B-1 Prepayment Percentage
or Group VI Class Cr-B-1 Prepayment
Percentage, as applicable, of the related
Recovery for each Crossed Loan Group for
such Distribution Date;
provided, however, that if a related
Optimal Adjustment Event occurs with
respect to such Class and such Distribution
Date, the Class Cr-B-1 Optimal
Principal Amount will equal the lesser of
(A) the Class Cr-B-1 Optimal Principal
Amount calculated as described in the
preceding provisions and (B) the Adjusted
Principal Balance for the Class Cr-B-1
Certificates.
Class Cr-B-1 Principal Balance: As to the first Determination
Date,
the Original Class Cr-B-1 Principal
Balance. As of any subsequent Determination
Date, the Original Class Cr-B-1 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class Cr-B-1 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph third of Section 4.01(a)(ii) and
(B) as a result of a Principal Adjustment;
provided, however, if the Class
Cr-B-1 Certificates are the most
subordinate Class Cr-B Certificates
outstanding, the Class Cr-B-1 Principal
Balance will equal the difference, if
any, between the Aggregate Crossed Group
Adjusted Pool Amount as of the
preceding Distribution Date less the
Aggregate Crossed Group Class A Principal
Balance as of such Determination Date.
Class Cr-B-1 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class Cr-B-1 Certificates
pursuant to Paragraph third of Section
4.01(a)(ii).
Class Cr-B-1 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class Cr-B-1 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class Cr-B-1
Certificates on prior Distribution
Dates pursuant to Paragraph second of
Section 4.01(a)(ii).
Class Cr-B-2 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
B-CR-B-2 and Exhibit C hereto.
Class Cr-B-2 Certificateholder: The registered holder of a
Class
Cr-B-2 Certificate.
Class Cr-B-2 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class Cr-B-2 Certificates pursuant to
Paragraphs fourth, fifth and sixth of
Section 4.01(a)(ii).
Class Cr-B-2 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class Cr-B-2 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class Cr-B-2 Certificates on such
Distribution Date pursuant to Paragraph
fourth of Section 4.01(a)(ii).
Class Cr-B-2 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-2 Optimal
Principal Amount calculated only
with respect to Group I Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-2 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-2 Optimal
Principal Amount calculated only
with respect to Group II Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-2 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-2 Optimal
Principal Amount calculated only
with respect to Group III Mortgage Loans
and without regard to the proviso
thereto.
Class Cr-B-2 Loan Group IV Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-2 Optimal
Principal Amount calculated only
with respect to Group IV Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-2 Loan Group V Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-2 Optimal
Principal Amount calculated only
with respect to Group V Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-2 Loan Group VI Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-2 Optimal
Principal Amount calculated only
with respect to Group VI Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-2 Optimal Principal Amount: As to any Distribution
Date
and each Crossed Group Mortgage Loan that
is an Outstanding Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i) the Group I Class Cr-B-2 Percentage (with respect to each
such
Group I
Mortgage Loan), the Group II Class Cr-B-2 Percentage (with
respect
to each
such Group II Mortgage Loan), the Group III Class Cr-B-2
Percentage
(with respect to each such Group III Mortgage Loan), the Group
IV Class
Cr-B-2 Percentage (with respect to each such Group IV Mortgage
Loan), the
Group V Class Cr-B-2 Percentage (with respect to each such
Group V
Mortgage Loan) or Group VI Class Cr-B-2 Percentage (with
respect
to each
such Group VI Mortgage Loan) of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class Cr-B-2 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan), the Group II Class Cr-B-2 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), the Group
III Class
Cr-B-2 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan), the Group IV Class Cr-B-2 Prepayment Percentage
(with
respect to
each such Group IV Mortgage Loan), the Group V Class Cr-B-2
Prepayment
Percentage (with respect to each such Group V Mortgage Loan) or
Group VI
Class Cr-B-2 Prepayment Percentage (with respect to each such
Group VI
Mortgage Loan) of all Unscheduled Principal Receipts (other
than
Recoveries) that were received by a Servicer with respect to such
Mortgage
Loan
during the Applicable Unscheduled Principal Receipt Period
relating
to such
Distribution Date for each applicable type of Unscheduled
Principal
Receipt;
(iii) the Group I Class Cr-B-2 Prepayment Percentage (with
respect
to each
such Group I Mortgage Loan), the Group II Class Cr-B-2
Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), the Group
III Class
Cr-B-2 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan), the Group IV Class Cr-B-2 Prepayment Percentage
(with
respect to
each such Group IV Mortgage Loan), the Group V Class Cr-B-2
Prepayment
Percentage (with respect to each such Group V Mortgage Loan) or
Group VI
Class Cr-B-2 Prepayment Percentage (with respect to each such
Group VI
Mortgage Loan) of the Scheduled Principal Balance of such
Mortgage
Loan which, during the one month period ending on the day
preceding
the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08;
and
(iv) the Group I Class Cr-B-2 Percentage (with respect to each
such
Group I
Mortgage Loan), the Group II Class Cr-B-2 Percentage (with
respect
to each
such Group II Mortgage Loan), the Group III Class Cr-B-2
Percentage
(with respect to each such Group III Mortgage Loan), the Group
IV Class
Cr-B-2 Percentage (with respect to each such Group IV Mortgage
Loan), the
Group V Class Cr-B-2 Percentage (with respect to each such
Group V
Mortgage Loan) or Group VI Class Cr-B-2 Percentage (with
respect
to each
such Group VI Mortgage Loan) of the excess of the unpaid
principal
balance of
any Mortgage Loan for which a Mortgage Loan was substituted
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date over the unpaid principal balance of the
substituted 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 for which a Mortgage Loan was substituted; and
(II) the Group I Class Cr-B-2 Prepayment
Percentage, Group II Class Cr-B-2
Prepayment Percentage, Group III Class
Cr-B-2 Prepayment Percentage, Group IV
Class Cr-B-2 Prepayment Percentage, Group V
Class Cr-B-2 Prepayment Percentage
or Group VI Class Cr-B-2 Prepayment
Percentage, as applicable, of the related
Recovery for each Crossed Loan Group for
such Distribution Date;
provided, however, that if a related
Optimal Adjustment Event occurs with
respect to such Class and such Distribution
Date, the Class Cr-B-2 Optimal
Principal Amount will equal the lesser of
(A) the Class Cr-B-2 Optimal Principal
Amount calculated as described in the
preceding provisions and (B) the Adjusted
Principal Balance for the Class Cr-B-2
Certificates.
Class Cr-B-2 Principal Balance: As to the first Determination
Date,
the Original Class Cr-B-2 Principal
Balance. As of any subsequent Determination
Date, the Original Class Cr-B-2 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class Cr-B-2 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph sixth of Section 4.01(a)(ii) and
(B) as a result of a Principal Adjustment;
provided, however, if the Class
Cr-B-2 Certificates are the most
subordinate Class Cr-B Certificates
outstanding, the Class Cr-B-2 Principal
Balance will equal the difference, if
any, between the Aggregate Crossed Group
Adjusted Pool Amount as of the
preceding Distribution Date less the sum of
the Aggregate Crossed Group Class A
Principal Balance and the Class Cr-B-1
Principal Balance as of such
Determination Date.
Class Cr-B-2 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class Cr-B-2 Certificates
pursuant to Paragraph sixth of Section
4.01(a)(ii).
Class Cr-B-2 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class Cr-B-2 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class Cr-B-2
Certificates on prior Distribution
Dates pursuant to Paragraph fifth of
Section 4.01(a)(ii).
Class Cr-B-3 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
B-CR-B-3 and Exhibit C hereto.
Class Cr-B-3 Certificateholder: The registered holder of a
Class
Cr-B-3 Certificate.
Class Cr-B-3 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class Cr-B-3 Certificates pursuant to
Paragraphs seventh, eighth and ninth of
Section 4.01(a)(ii).
Class Cr-B-3 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class Cr-B-3 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class Cr-B-3 Certificates on such
Distribution Date pursuant to Paragraph
seventh of Section 4.01(a)(ii).
Class Cr-B-3 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-3 Optimal
Principal Amount calculated only
with respect to Group I Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-3 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-3 Optimal
Principal Amount calculated only
with respect to Group II Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-3 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-3 Optimal
Principal Amount calculated only
with respect to Group III Mortgage Loans
and without regard to the proviso
thereto.
Class Cr-B-3 Loan Group IV Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-3 Optimal
Principal Amount calculated only
with respect to Group IV Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-3 Loan Group V Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-3 Optimal
Principal Amount calculated only
with respect to Group V Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-3 Loan Group VI Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-3 Optimal
Principal Amount calculated only
with respect to Group VI Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-3 Optimal Principal Amount: As to any Distribution
Date
and each Crossed Group Mortgage Loan that
is an Outstanding Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i) the Group I Class Cr-B-3 Percentage (with respect to each
such
Group I
Mortgage Loan), the Group II Class Cr-B-3 Percentage (with
respect
to each
such Group II Mortgage Loan), the Group III Class Cr-B-3
Percentage
(with respect to each such Group III Mortgage Loan), the Group
IV Class
Cr-B-3 Percentage (with respect to each such Group IV Mortgage
Loan), the
Group V Class Cr-B-3 Percentage (with respect to each such
Group V
Mortgage Loan) or Group VI Class Cr-B-3 Percentage (with
respect
to each
such Group VI Mortgage Loan) of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class Cr-B-3 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan), the Group II Class Cr-B-3 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), the Group
III Class
Cr-B-3 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan), the Group IV Class Cr-B-3 Prepayment Percentage
(with
respect to
each such Group IV Mortgage Loan), the Group V Class Cr-B-3
Prepayment
Percentage (with respect to each such Group V Mortgage Loan) or
Group VI
Class Cr-B-3 Prepayment Percentage (with respect to each such
Group VI
Mortgage Loan) of all Unscheduled Principal Receipts (other
than
Recoveries) that were received by a Servicer with respect to such
Mortgage
Loan
during the Applicable Unscheduled Principal Receipt Period
relating
to such
Distribution Date for each applicable type of Unscheduled
Principal
Receipt;
(iii) the Group I Class Cr-B-3 Prepayment Percentage (with
respect
to each
such Group I Mortgage Loan), the Group II Class Cr-B-3
Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), the Group
III Class
Cr-B-3 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan), the Group IV Class Cr-B-3 Prepayment Percentage
(with
respect to
each such Group IV Mortgage Loan), the Group V Class Cr-B-3
Prepayment
Percentage (with respect to each such Group V Mortgage Loan) or
Group VI
Class Cr-B-3 Prepayment Percentage (with respect to each such
Group VI
Mortgage Loan) of the Scheduled Principal Balance of such
Mortgage
Loan which, during the one month period ending on the day
preceding
the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08;
and
(iv) the Group I Class Cr-B-3 Percentage (with respect to each
such
Group I
Mortgage Loan), the Group II Class Cr-B-3 Percentage (with
respect
to each
such Group II Mortgage Loan), the Group III Class Cr-B-3
Percentage
(with respect to each such Group III Mortgage Loan), the Group
IV Class
Cr-B-3 Percentage (with respect to each such Group IV Mortgage
Loan), the
Group V Class Cr-B-3 Percentage (with respect to each such
Group V
Mortgage Loan) or Group VI Class Cr-B-3 Percentage (with
respect
to each
such Group VI Mortgage Loan) of the excess of the unpaid
principal
balance of
any Mortgage Loan for which a Mortgage Loan was substituted
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date over the unpaid principal balance of the
substituted 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 for which a Mortgage Loan was substituted; and
(II) the Group I Class Cr-B-3 Prepayment
Percentage, Group II Class Cr-B-3
Prepayment Percentage, Group III Class
Cr-B-3 Prepayment Percentage, Group IV
Class Cr-B-3 Prepayment Percentage, Group V
Class Cr-B-3 Prepayment Percentage
or Group VI Class Cr-B-3 Prepayment
Percentage, as applicable, of the related
Recovery for each Crossed Loan Group for
such Distribution Date;
provided, however, that if a related
Optimal Adjustment Event occurs with
respect to such Class and such Distribution
Date, the Class Cr-B-3 Optimal
Principal Amount will equal the lesser of
(A) the Class Cr-B-3 Optimal Principal
Amount calculated as described in the
preceding provisions and (B) the Adjusted
Principal Balance for the Class Cr-B-3
Certificates.
Class Cr-B-3 Principal Balance: As to the first Determination
Date,
the Original Class Cr-B-3 Principal
Balance. As of any subsequent Determination
Date, the Original Class Cr-B-3 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class Cr-B-3 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph ninth of Section 4.01(a)(ii) and
(B) as a result of a Principal Adjustment;
provided, however, if the Class
Cr-B-3 Certificates are the most
subordinate Class Cr-B Certificates
outstanding, the Class Cr-B-3 Principal
Balance will equal the difference, if
any, between the Aggregate Crossed Group
Adjusted Pool Amount as of the
preceding Distribution Date less the sum of
the Aggregate Crossed Group Class A
Principal Balance, the Class Cr-B-1
Principal Balance and the Class Cr-B-2
Principal Balance as of such Determination
Date.
Class Cr-B-3 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class Cr-B-3 Certificates
pursuant to Paragraph ninth of Section
4.01(a)(ii).
Class Cr-B-3 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class Cr-B-3 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class Cr-B-3
Certificates on prior Distribution
Dates pursuant to Paragraph eighth of
Section 4.01(a)(ii).
Class Cr-B-4 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
B-CR-B-4 and Exhibit C hereto.
Class Cr-B-4
Certificateholder: The registered holder of a Class
Cr-B-4 Certificate.
Class Cr-B-4 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class Cr-B-4 Certificates pursuant to
Paragraphs tenth, eleventh and twelfth of
Section 4.01(a)(ii).
Class Cr-B-4 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class Cr-B-4 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class Cr-B-4 Certificates on such
Distribution Date pursuant to Paragraph
tenth of Section 4.01(a)(ii).
Class Cr-B-4 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-4 Optimal
Principal Amount calculated only
with respect to Group I Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-4 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-4 Optimal
Principal Amount calculated only
with respect to Group II Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-4 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-4 Optimal
Principal Amount calculated only
with respect to Group III Mortgage Loans
and without regard to the proviso
thereto.
Class Cr-B-4 Loan Group IV Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-4 Optimal
Principal Amount calculated only
with respect to Group IV Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-4 Loan Group V Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-4 Optimal
Principal Amount calculated only
with respect to Group V Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-4 Loan Group VI Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-4 Optimal
Principal Amount calculated only
with respect to Group VI Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-4 Optimal Principal Amount: As to any Distribution
Date
and each Crossed Group Mortgage Loan that
is an Outstanding Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i) the Group I Class Cr-B-4 Percentage (with respect to each
such
Group I
Mortgage Loan), the Group II Class Cr-B-4 Percentage (with
respect
to each
such Group II Mortgage Loan), the Group III Class Cr-B-4
Percentage
(with respect to each such Group III Mortgage Loan), the Group
IV Class
Cr-B-4 Percentage (with respect to each such Group IV Mortgage
Loan), the
Group V Class Cr-B-4 Percentage (with respect to each such
Group V
Mortgage Loan) or Group VI Class Cr-B-4 Percentage (with
respect
to each
such Group VI Mortgage Loan) of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class Cr-B-4 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan), the Group II Class Cr-B-4 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), the Group
III Class
Cr-B-4 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan), the Group IV Class Cr-B-4 Prepayment Percentage
(with
respect to
each such Group IV Mortgage Loan), the Group V Class Cr-B-4
Prepayment
Percentage (with respect to each such Group V Mortgage Loan) or
Group VI
Class Cr-B-4 Prepayment Percentage (with respect to each such
Group VI
Mortgage Loan) of all Unscheduled Principal Receipts (other
than
Recoveries) that were received by a Servicer with respect to such
Mortgage
Loan
during the Applicable Unscheduled Principal Receipt Period
relating
to such
Distribution Date for each applicable type of Unscheduled
Principal
Receipt;
(iii) the Group I Class Cr-B-4 Prepayment Percentage (with
respect
to each
such Group I Mortgage Loan), the Group II Class Cr-B-4
Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), the Group
III Class
Cr-B-4 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan), the Group IV Class Cr-B-4 Prepayment Percentage
(with
respect to
each such Group IV Mortgage Loan), the Group V Class Cr-B-4
Prepayment
Percentage (with respect to each such Group V Mortgage Loan) or
Group VI
Class Cr-B-4 Prepayment Percentage (with respect to each such
Group VI
Mortgage Loan) of the Scheduled Principal Balance of such
Mortgage
Loan which, during the one month period ending on the day
preceding
the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08;
and
(iv) the Group I Class Cr-B-4 Percentage (with respect to each
such
Group I
Mortgage Loan), the Group II Class Cr-B-4 Percentage (with
respect
to each
such Group II Mortgage Loan), the Group III Class Cr-B-4
Percentage
(with respect to each such Group III Mortgage Loan), the Group
IV Class
Cr-B-4 Percentage (with respect to each such Group IV Mortgage
Loan), the
Group V Class Cr-B-4 Percentage (with respect to each such
Group V
Mortgage Loan) or Group VI Class Cr-B-4 Percentage (with
respect
to each
such Group VI Mortgage Loan) of the excess of the unpaid
principal
balance of
any Mortgage Loan for which a Mortgage Loan was substituted
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date over the unpaid principal balance of the
substituted 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 for which a Mortgage Loan was substituted; and
(II) the Group I Class Cr-B-4 Prepayment
Percentage, Group II Class Cr-B-4
Prepayment Percentage, Group III Class
Cr-B-4 Prepayment Percentage, Group IV
Class Cr-B-4 Prepayment Percentage, Group V
Class Cr-B-4 Prepayment Percentage
or Group VI Class Cr-B-4 Prepayment
Percentage, as applicable, of the related
Recovery for each Crossed Loan Group for
such Distribution Date;
provided, however, that if a related
Optimal Adjustment Event occurs with
respect to such Class and such Distribution
Date, the Class Cr-B-4 Optimal
Principal Amount will equal the lesser of
(A) the Class Cr-B-4 Optimal Principal
Amount calculated as described in the
preceding provisions and (B) the Adjusted
Principal Balance for the Class Cr-B-4
Certificates.
Class Cr-B-4 Principal Balance: As to the first Determination
Date,
the Original Class Cr-B-4 Principal
Balance. As of any subsequent Determination
Date, the Original Class Cr-B-4 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class Cr-B-4 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph twelfth of Section 4.01(a)(ii) and
(B) as a result of a Principal Adjustment;
provided, however, if the Class
Cr-B-4 Certificates are the most
subordinate Class Cr-B Certificates
outstanding, the Class Cr-B-4 Principal
Balance will equal the difference, if
any, between the Aggregate Crossed Group
Adjusted Pool Amount as of the
preceding Distribution Date less the sum of
the Aggregate Crossed Group Class A
Principal Balance, the Class Cr-B-1
Principal Balance, the Class Cr-B-2
Principal Balance and the Class Cr-B-3
Principal Balance as of such
Determination Date.
Class Cr-B-4 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class Cr-B-4 Certificates
pursuant to Paragraph twelfth of Section
4.01(a)(ii).
Class Cr-B-4 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class Cr-B-4 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class Cr-B-4
Certificates on prior Distribution
Dates pursuant to Paragraph eleventh of
Section 4.01(a)(ii).
Class Cr-B-5 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
B-CR-B-5 and Exhibit C hereto.
Class Cr-B-5 Certificateholder: The registered holder of a
Class
Cr-B-5 Certificate.
Class Cr-B-5 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class Cr-B-5 Certificates pursuant to
Paragraphs thirteenth, fourteenth and
fifteenth of Section 4.01(a)(ii).
Class Cr-B-5 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class Cr-B-5 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class Cr-B-5 Certificates on such
Distribution Date pursuant to Paragraph
thirteenth of Section 4.01(a)(ii).
Class Cr-B-5 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-5 Optimal
Principal Amount calculated only
with respect to Group I Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-5 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-5 Optimal
Principal Amount calculated only
with respect to Group II Mortgage Loans and
without regard to the proviso
thereto.
Class
Cr-B-5 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-5 Optimal
Principal Amount calculated only
with respect to Group III Mortgage Loans
and without regard to the proviso
thereto.
Class Cr-B-5 Loan Group IV Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-5 Optimal
Principal Amount calculated only
with respect to Group IV Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-5 Loan Group V Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-5 Optimal
Principal Amount calculated only
with respect to Group V Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-5 Loan Group VI Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-5 Optimal
Principal Amount calculated only
with respect to Group VI Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-5 Optimal Principal Amount: As to any Distribution
Date
and each Crossed Group Mortgage Loan that
is an Outstanding Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i) the Group I Class Cr-B-5 Percentage (with respect to each
such
Group I
Mortgage Loan), the Group II Class Cr-B-5 Percentage (with
respect
to each
such Group II Mortgage Loan), the Group III Class Cr-B-5
Percentage
(with respect to each such Group III Mortgage Loan), the Group
IV Class
Cr-B-5 Percentage (with respect to each such Group IV Mortgage
Loan), the
Group V Class Cr-B-5 Percentage (with respect to each such
Group V
Mortgage Loan) or Group VI Class Cr-B-5 Percentage (with
respect
to each
such Group VI Mortgage Loan) of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class Cr-B-5 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan), the Group II Class Cr-B-5 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), the Group
III Class
Cr-B-5 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan), the Group IV Class Cr-B-5 Prepayment Percentage
(with
respect to
each such Group IV Mortgage Loan), the Group V Class Cr-B-5
Prepayment
Percentage (with respect to each such Group V Mortgage Loan) or
Group VI
Class Cr-B-5 Prepayment Percentage (with respect to each such
Group VI
Mortgage Loan) of all Unscheduled Principal Receipts (other
than
Recoveries) that were received by a Servicer with respect to such
Mortgage
Loan
during the Applicable Unscheduled Principal Receipt Period
relating
to such
Distribution Date for each applicable type of Unscheduled
Principal
Receipt;
(iii) the Group I Class Cr-B-5 Prepayment Percentage (with
respect
to each
such Group I Mortgage Loan), the Group II Class Cr-B-5
Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), the Group
III Class
Cr-B-5 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan), the Group IV Class Cr-B-5 Prepayment Percentage
(with
respect to
each such Group IV Mortgage Loan), the Group V Class Cr-B-5
Prepayment
Percentage (with respect to each such Group V Mortgage Loan) or
Group VI
Class Cr-B-5 Prepayment Percentage (with respect to each such
Group VI
Mortgage Loan) of the Scheduled Principal Balance of such
Mortgage
Loan which, during the one month period ending on the day
preceding
the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08;
and
(iv) the Group I Class Cr-B-5 Percentage (with respect to each
such
Group I
Mortgage Loan), the Group II Class Cr-B-5 Percentage (with
respect
to each
such Group II Mortgage Loan), the Group III Class Cr-B-5
Percentage
(with respect to each such Group III Mortgage Loan), the Group
IV Class
Cr-B-5 Percentage (with respect to each such Group IV Mortgage
Loan), the
Group V Class Cr-B-5 Percentage (with respect to each such
Group V
Mortgage Loan) or Group VI Class Cr-B-5 Percentage (with
respect
to each
such Group VI Mortgage Loan) of the excess of the unpaid
principal
balance of
any Mortgage Loan for which a Mortgage Loan was substituted
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date over the unpaid principal balance of the
substituted 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 for which a Mortgage Loan was substituted; and
(II) the Group I Class Cr-B-5 Prepayment
Percentage, Group II Class Cr-B-5
Prepayment Percentage, Group III Class
Cr-B-5 Prepayment Percentage, Group IV
Class Cr-B-5 Prepayment Percentage, Group V
Class Cr-B-5 Prepayment Percentage
or Group VI Class Cr-B-5 Prepayment
Percentage, as applicable, of the related
Recovery for each Crossed Loan Group for
such Distribution Date;
provided, however, that if a related
Optimal Adjustment Event occurs with
respect to such Class and such Distribution
Date, the Class Cr-B-5 Optimal
Principal Amount will equal the lesser of
(A) the Class Cr-B-5 Optimal Principal
Amount calculated as described in the
preceding provisions and (B) the Adjusted
Principal Balance for the Class Cr-B-5
Certificates.
Class Cr-B-5 Principal Balance: As to the first Determination
Date,
the Original Class Cr-B-5 Principal
Balance. As of any subsequent Determination
Date, the Original Class Cr-B-5 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class Cr-B-5 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph fifteenth of Section 4.01(a)(ii)
and (B) as a result of a Principal
Adjustment; provided, however, if the Class
B-5 Certificates are the most subordinate
Class Cr-B Certificates outstanding,
the Class Cr-B-5 Principal Balance will
equal the difference, if any, between
the Crossed Group Adjusted Pool Amount as
of the preceding Distribution Date
less the sum of the Aggregate Crossed Group
Class A Principal Balance, the Class
Cr-B-1 Principal Balance, the Class Cr-B-2
Principal Balance, the Class Cr-B-3
Principal Balance and the Class Cr-B-4
Principal Balance as of such
Determination Date.
Class Cr-B-5 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class Cr-B-5 Certificates
pursuant to Paragraph fifteenth of Section
4.01(a)(ii).
Class Cr-B-5 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class Cr-B-5 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class Cr-B-5
Certificates on prior Distribution
Dates pursuant to Paragraph fourteenth of
Section 4.01(a)(ii).
Class Cr-B-6 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
B-CR-B-6 and Exhibit C hereto.
Class Cr-B-6 Certificateholder: The registered holder of a
Class
Cr-B-6 Certificate.
Class Cr-B-6 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class Cr-B-6 Certificates pursuant to
Paragraphs sixteenth, seventeenth and
eighteenth of Section 4.01(a)(ii).
Class Cr-B-6 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class Cr-B-6 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class Cr-B-6 Certificates on such
Distribution Date pursuant to Paragraph
sixteenth of Section 4.01(a)(ii).
Class Cr-B-6 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-6 Optimal
Principal Amount calculated only
with respect to Group I Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-6 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-6 Optimal
Principal Amount calculated only
with respect to Group II Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-6 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-6 Optimal
Principal Amount calculated only
with respect to Group III Mortgage Loans
and without regard to the proviso
thereto.
Class Cr-B-6 Loan Group IV Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-6 Optimal
Principal Amount calculated only
with respect to Group IV Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-6 Loan Group V Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-6 Optimal
Principal Amount calculated only
with respect to Group V Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-6 Loan Group VI Optimal Principal Amount: As to any
Distribution Date, the Class Cr-B-6 Optimal
Principal Amount calculated only
with respect to Group VI Mortgage Loans and
without regard to the proviso
thereto.
Class Cr-B-6 Optimal Principal Amount: As to any Distribution
Date
and each Crossed Group Mortgage Loan that
is an Outstanding Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i) the Group I Class Cr-B-6 Percentage (with respect to each
such
Group I
Mortgage Loan), the Group II Class Cr-B-6 Percentage (with
respect
to each
such Group II Mortgage Loan), the Group III Class Cr-B-6
Percentage (with respect to each
such Group III Mortgage Loan), the Group
IV Class
Cr-B-6 Percentage (with respect to each such Group IV Mortgage
Loan), the
Group V Class Cr-B-6 Percentage (with respect to each such
Group V
Mortgage Loan) or Group VI Class Cr-B-6 Percentage (with
respect
to each
such Group VI Mortgage Loan) of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii)
the Group I Class Cr-B-6 Prepayment Percentage (with respect to
each such
Group I Mortgage Loan), the Group II Class Cr-B-6 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), the Group
III Class
Cr-B-6 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan), the Group IV Class Cr-B-6 Prepayment Percentage
(with
respect to
each such Group IV Mortgage Loan), the Group V Class Cr-B-6
Prepayment
Percentage (with respect to each such Group V Mortgage Loan) or
Group VI
Class Cr-B-6 Prepayment Percentage (with respect to each such
Group VI
Mortgage Loan) of all Unscheduled Principal Receipts (other
than
Recoveries) that were received by a Servicer with respect to such
Mortgage
Loan
during the Applicable Unscheduled Principal Receipt Period
relating
to such
Distribution Date for each applicable type of Unscheduled
Principal
Receipt;
(iii) the Group I Class Cr-B-6 Prepayment Percentage (with
respect
to each
such Group I Mortgage Loan), the Group II Class Cr-B-6
Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), the Group
III Class
Cr-B-6 Prepayment Percentage (with respect to each such Group
III Mortgage Loan), the
Group IV Class Cr-B-6 Prepayment Percentage (with
respect to
each such Group IV Mortgage Loan), the Group V Class Cr-B-6
Prepayment
Percentage (with respect to each such Group V Mortgage Loan) or
Group VI
Class Cr-B-6 Prepayment Percentage (with respect to each such
Group VI
Mortgage Loan) of the Scheduled Principal Balance of such
Mortgage
Loan which, during the one month period ending on the day
preceding
the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08;
and
(iv) the Group I Class Cr-B-6 Percentage (with respect to each
such
Group I
Mortgage Loan), the Group II Class Cr-B-6 Percentage (with
respect
to each such
Group II Mortgage Loan), the Group III Class Cr-B-6
Percentage
(with respect to each such Group III Mortgage Loan), the Group
IV Class
Cr-B-6 Percentage (with respect to each such Group IV Mortgage
Loan), the
Group V Class Cr-B-6 Percentage (with respect to each such
Group V
Mortgage Loan) or Group VI Class Cr-B-6 Percentage (with
respect
to each
such Group VI Mortgage Loan) of the excess of the unpaid
principal
balance of
any Mortgage Loan for which a Mortgage Loan was substituted
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date over the unpaid principal balance of the
substituted 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 for which a Mortgage Loan was substituted; and
(II) the Group I Class Cr-B-6 Prepayment
Percentage, Group II Class Cr-B-6
Prepayment Percentage, Group III Class
Cr-B-6 Prepayment Percentage, Group IV
Class Cr-B-6 Prepayment Percentage, Group V
Class Cr-B-6 Prepayment Percentage
or Group VI Class Cr-B-6 Prepayment
Percentage, as applicable, of the related
Recovery for each Crossed Loan Group for
such Distribution Date;
provided, however, that if a related
Optimal Adjustment Event occurs with
respect to such Class and such Distribution
Date, the Class Cr-B-6 Optimal
Principal Amount will equal the lesser of
(A) the Class Cr-B-6 Optimal Principal
Amount calculated as described in the
preceding provisions and (B) the Adjusted
Principal Balance for the Class Cr-B-6
Certificates.
Class Cr-B-6 Principal Balance: As to the first Determination
Date,
the Original Class Cr-B-6 Principal
Balance. As of any subsequent Determination
Date, the Original Class Cr-B-6 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class Cr-B-6 Certificates on prior
Distribution Dates pursuant to Paragraph
eighteenth of Section 4.01(a)(ii);
provided, however, if the Class Cr-B-6
Certificates are outstanding, the Class
Cr-B-6 Principal Balance will equal the
difference, if any, between the
Aggregate Crossed Group Adjusted Pool
Amount as of the preceding Distribution
Date less the sum of the Aggregate Crossed
Group Class A Principal Balance, the
Class Cr-B-1 Principal Balance, the Class
Cr-B-2 Principal Balance, the Class
Cr-B-3 Principal Balance, the Class Cr-B-4
Principal Balance and the Class
Cr-B-5 Principal Balance as of such
Determination Date.
Class Cr-B-6 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class Cr-B-6 Certificates
pursuant to Paragraph eighteenth of Section
4.01(a)(ii).
Class Cr-B-6 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class Cr-B-6 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class Cr-B-6
Certificates on prior Distribution
Dates pursuant to Paragraph seventeenth of
Section 4.01(a)(ii).
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 Crossed Group
Mortgage Loans or Group VII Mortgage Loans,
as applicable, for such Distribution
Date, (b) the product of (i) 1/12th of
0.20% and (ii) the Crossed Group Pool
Balance or Group VII Pool Balance, as
applicable, for such Distribution Date and
(c) the Available Master Servicer
Compensation for the Crossed Loan Groups or
Loan Group VII, as applicable, 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.
Crossed Group: Any of Group I, Group II, Group III, Group IV,
Group
V and Group VI.
Crossed Group A Principal Balance: Any of the Group I-A
Principal
Balance, Group II-A Principal Balance,
Group III-A Principal Balance, Group IV-A
Principal Balance, Group V-A Principal
Balance or Group VI-A Principal Balance.
Crossed Group Aggregate Subordinated Percentage: As to any
Determination Date, the difference between
100% and the Aggregate Crossed Group
Class A Percentage.
Crossed Group Class A Certificate: Any of the Group I-A
Certificates, Group II-A Certificates,
Group III-A Certificates, Group IV-A
Certificates, Group V-A Certificates or
Group VI-A Certificates.
Crossed Group Class A Interest Percentage: As to any
Distribution
Date and any Class of Crossed Group Class A
Certificates, the percentage
calculated by dividing the Interest Accrual
Amount of such Class (determined
without regard to clause (ii) of the
definition thereof) by the sum of (a) the
Group I-A Interest Accrual Amount, (b) the
Group II-A Interest Accrual Amount,
(c) the Group III-A Interest Accrual
Amount, (d) the Group IV-A Interest Accrual
Amount, (e) the Group V-A Interest Accrual
Amount and (f) the Group VI-A
Interest Accrual Amount.
Crossed Group Lower-Tier Distribution Amount: As defined in
Section
4.01(a)(iv).
Crossed Group Lower-Tier REMIC: One of three separate REMICs
comprising the Trust Estate, the assets of
which consist of the Crossed Group
Mortgage Loans, such amounts as shall from
time to time be held in the
Certificate Account (and deemed on deposit
in the Crossed Group Subaccount), the
insurance policies, if any, relating to a
Crossed Group Mortgage Loan and
property which secured a Crossed Group
Mortgage Loan and which has been acquired
by foreclosure or deed in lieu of
foreclosure.
Crossed Group Mortgage Loan: Any of the Mortgage Loans in the
Crossed Loan Groups.
Crossed Group Pool Balance: The sum of the Group I Pool
Balance,
Group II Pool Balance, Group III Pool
Balance, Group IV Pool Balance, Group V
Pool Balance, Group VI Pool Balance and
Group VI Pool Balance.
Crossed Group Subaccount: A sub-account of the Certificate
Account,
as described in Section 3.01(a).
Crossed Loan Group: Any of Loan Group I, Loan Group II, Loan
Group
III, Loan Group IV, Loan Group V and Loan
Group VI.
Current Class VII-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 VII-B-2, Class VII-B-3,
Class VII-B-4, Class VII-B-5 and Class
VII-B-6 Certificates by the Aggregate
Group VII Principal Balance. As to the
first Distribution Date, the Original
Class VII-B-1 Fractional Interest.
Current Class VII-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 VII-B-3, Class VII-B-4,
Class VII-B-5 and Class VII-B-6
Certificates by the Aggregate Group VII
Principal Balance. As to the first
Distribution Date, the Original Class VII-B-2
Fractional Interest.
Current Class VII-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 VII-B-4, Class VII-B-5
and Class VII-B-6 Certificates by the
Aggregate Group VII Principal Balance. As
to the first Distribution Date, the
Original Class VII-B-3 Fractional Interest.
Current Class VII-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 VII-B-5 and Class
VII-B-6 Certificates by the Aggregate Group
VII Principal Balance. As to the
first Distribution Date, the Original Class
VII-B-4 Fractional Interest.
Current Class VII-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
VII-B-6 Certificates by the
Aggregate Group VII Principal Balance. As
to the first Distribution Date, the
Original Class VII-B-5 Fractional
Interest.
Current Class B Interest Distribution Amount: As to any
Distribution
Date, the amount distributed in respect of
the Classes of Class B Certificates
pursuant to Paragraphs first, fourth,
seventh, tenth, thirteenth and sixteenth
of Section 4.01(a)(ii) on such Distribution
Date.
Current Class Cr-B-1 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution
Date, the percentage obtained by
dividing the sum of the Principal Balances
of the Class Cr-B-2, Class Cr-B-3,
Class Cr-B-4, Class Cr-B-5 and Class Cr-B-6
Certificates by the Aggregate
Crossed Group Principal Balance. As to the
first Distribution Date, the Original
Class Cr-B-1 Fractional Interest.
Current Class Cr-B-2 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution
Date, the percentage obtained by
dividing the sum of the Principal Balances
of the Class Cr-B-3, Class Cr-B-4,
Class Cr-B-5 and Class Cr-B-6 Certificates
by the Aggregate Crossed Group
Principal Balance. As to the first
Distribution Date, the Original Class Cr-B-2
Fractional Interest.
Current Class Cr-B-3 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution
Date, the percentage obtained by
dividing the sum of the Principal Balances
of the Class Cr-B-4, Class Cr-B-5 and
Class Cr-B-6 Certificates by the Aggregate
Crossed Group Principal Balance. As
to the first Distribution Date, the
Original Class Cr-B-3 Fractional Interest.
Current Class Cr-B-4 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution
Date, the percentage obtained by
dividing the sum of the Principal Balances
of the Class Cr-B-5 and Class Cr-B-6
Certificates by the Aggregate Crossed Group
Principal Balance. As to the first
Distribution Date, the Original Class
Cr-B-4 Fractional Interest.
Current Class Cr-B-5 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution
Date, the percentage obtained by
dividing the Principal Balance of the Class
Cr-B-6 Certificates by the Aggregate
Crossed Group Principal Balance. As to the
first Distribution Date, the Original
Class Cr-B-5 Fractional Interest.
Current Group I-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed
in respect of the Classes of Group I-A
Certificates pursuant to Paragraph first
clause (A) of Section 4.01(a)(i) on
such Distribution Date.
Current
Group II-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed
in respect of the Classes of Group
II-A Certificates pursuant to Paragraph
first clause (B) of Section 4.01(a)(i)
on such Distribution Date.
Current Group
III-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed
in respect of the Classes of Group
III-A Certificates pursuant to Paragraph
first clause (C) of Section 4.01(a)(i)
on such Distribution Date.
Current
Group IV-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed
in respect of the Classes of Group
IV-A Certificates pursuant to Paragraph
first clause (D) of Section 4.01(a)(i)
on such Distribution Date.
Current Group
V-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed
in respect of the Classes of Group V-A
Certificates pursuant to Paragraph first
clause (E) of Section 4.01(a)(i) on
such Distribution Date.
Current Group VI-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed
in respect of the Classes of Group
VI-A Certificates pursuant to Paragraph
first clause (F) of Section 4.01(a)(i)
on such Distribution Date.
Current Group VII-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed
in respect of the Classes of Group
VII-A Certificates pursuant to Paragraph
first clause (G) of Section 4.01(a)(i)
on such Distribution Date.
Curtailment: Any Principal Prepayment made by a Mortgagor which
is
not a Prepayment in Full.
Curtailment Interest Shortfall: On any Distribution Date with
respect to a Crossed Group Mortgage Loan or
Group VII 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
September
20, 2005, among the Custodian, the Seller,
the Master Servicer and the Trustee,
which agreement is attached hereto as
Exhibit E, as the same may be amended or
modified from time to time in accordance
with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as
defined in each
of the Servicing Agreements, with respect
to the Mortgage Loans. In determining
whether the Custodial P&I Account under
any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required
by the definition of "Eligible
Account" contained in the Servicing
Agreements), the Master Servicer shall
require that any such account shall be
acceptable to each of the Rating
Agencies.
Custodian: Wells Fargo Bank, or its successor in interest under
the
Custodial Agreement. Initially, the
custodial functions shall be performed by
the Corporate Trust Services division of
Wells Fargo Bank.
Cut-Off Date: The first day of the month of initial issuance of
the
Certificates as set forth in Section
11.01.
Cut-Off Date Aggregate Principal Balance: The sum of the
Cut-Off
Date Crossed Loan Group Aggregate Principal
Balance and the Cut-Off Date Loan
Group VII Aggregate Principal Balance.
Cut-Off Date Crossed Loan Group Aggregate Principal Balance:
The
aggregate of the Cut-Off Date Principal
Balances of the Crossed Group Mortgage
Loans is as set forth in Section
11.02(a).
Cut-Off Date Loan Group VII Aggregate Principal Balance: The
aggregate of the Cut-Off Date Principal
Balances of the Group VII Mortgage Loans
is as set forth in Section 11.02(b).
Cut-Off Date Principal Balance: As to each Mortgage Loan, its
unpaid
principal balance as of the close of
business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal
Receipts received or applied on the
Cut-Off Date), reduced by all payments of
principal due on or before the Cut-Off
Date and not paid, and increased by
scheduled monthly payments of principal due
after the Cut-Off Date but received by the
related Servicer on or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment
for such Mortgage Loan by a court of
competent jurisdiction in a proceeding
under the Bankruptcy Code, except such a
reduction constituting a Deficient
Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation
by a court of competent jurisdiction of the
Mortgaged Property in an amount less
than the then-outstanding indebtedness
under the Mortgage Loan, or any reduction
in the amount of principal to be paid in
connection with any scheduled Monthly
Payment that results in a permanent
forgiveness of principal, which valuation or
reduction results from a proceeding under
the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate 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 three separate REMICs
or result in the imposition of any
federal tax on any of the Upper-Tier REMIC,
the Crossed Group Lower-Tier REMIC
or the Group VII Lower-Tier REMIC.
Eligible Investments: At any time, any one or more of the
following
obligations and securities which shall
mature not later than the Business Day
preceding the Distribution Date next
succeeding the date of such investment,
provided that such investments continue to
qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof,
provided such obligations are backed by the full faith and
credit
of the
United States of America;
(ii) general obligations of or obligations guaranteed by any
state
of the
United States of America or the District of Columbia receiving
the
highest short-term or
highest long-term rating of each Rating Agency, or
such lower
rating as would not result in the downgrading or withdrawal of
the rating
then assigned to any of the Certificates by any Rating Agency
or result
in any of such rated Certificates being placed on credit review
status
(other than for possible upgrading) by any Rating Agency;
(iii) commercial or finance company paper which is then rated in
the
highest
long-term commercial or finance company paper rating category
of
each
Rating Agency or the highest short-term rating category of each
Rating
Agency, or such lower rating category as would not result in
the
downgrading or withdrawal of the rating then assigned to any of
the
Certificates by any Rating Agency or result in any of such
rated
Certificates being placed on credit review status (other than for
possible
upgrading)
by any Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal
funds
or
banker's acceptances issued by any depository institution or
trust
company
incorporated under the laws of the United States or of any
state
thereof
and subject to supervision and examination by federal and/or
state
banking
authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in
the
case of
the principal depository institution in a holding company
system,
the
commercial paper or debt obligations of such holding company) are
then
rated in
the highest short-term or the highest long-term rating category
for such
securities of any of the Rating Agencies, or such lower rating
categories
as would not result in the downgrading or withdrawal of the
rating
then assigned to any of the Certificates by any Rating Agency
or
result in
any of such rated Certificates being placed on credit review
status
(other than for possible upgrading) by any Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank,
insurance
company or
other corporation acceptable to each Rating Agency at the time
of the
issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security
described in clauses (i) or (ii) above or any other security
issued or
guaranteed by an agency or instrumentality of the United States
of
America, in either case entered into with a depository institution
or
trust
company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by
any
corporation incorporated under the laws of the United States of
America or
any state
thereof which, at the time of such investment or contractual
commitment
providing for such investment, are then rated in the highest
short-term
or the highest long-term rating category by each Rating Agency,
or in such
lower rating category as would not result in the downgrading or
withdrawal
of the rating then assigned to any of the Certificates by any
Rating
Agency or result in any of such rated Certificates being placed
on
credit
review status (other than for possible upgrading) by any Rating
Agency;
(viii) such other investments acceptable to each Rating Agency
as
would not
result in the downgrading of the rating then assigned to the
Certificates by any Rating Agency or result in any of such
rated
Certificates being placed on credit review status (other than for
possible
upgrading)
by any Rating Agency; and
(ix) any mutual fund, money market fund, common trust fund or
other
pooled
investment vehicle, the assets of which are limited to
instruments
that
otherwise would constitute Eligible Investments hereunder,
including
any such
fund that is managed by the Trustee or Master Servicer or any
affiliate
of the Trustee or Master Servicer or for which the Trustee or
Master
Servicer or any of its affiliates acts as an adviser as long as
such fund
is rated in at least the highest rating category by each Rating
Agency.
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 is made pursuant to Section
9.01 in respect of (i) the Crossed
Group Class A Certificates and the Class
Cr-B Certificates or (ii) the Group
VII-A Certificates and the Group VII-B
Certificates. The Final Distribution Date
for the Certificates described in clauses
(i) and (ii) may be the same or
different.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date
for
each Class of Certificates is October 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 applicable Index on each
Adjustment Date to determine (subject to
rounding, the Periodic Cap and the Rate
Ceiling) the Mortgage Interest Rate on such
Mortgage Loan until the next
Adjustment Date.
Group: Any of Group I, Group II, Group III, Group IV, Group V,
Group
VI or Group VII.
Group Subordinate Amount: Any of the Group I Subordinate
Amount,
Group II Subordinate Amount, Group III
Subordinate Amount, Group IV Subordinate
Amount, Group V Subordinate Amount, Group
VI Subordinate Amount or Group VII
Subordinate Amount.
Group I: The Group I-A Certificates.
Group I Adjusted Pool Amount: With respect to any Distribution
Date,
the aggregate of the Cut-Off Date Principal
Balances of the Group I Mortgage
Loans minus the sum of (i) all amounts in
respect of principal received in
respect of the Group I Mortgage Loans
(including, without limitation, amounts
received as Monthly Payments, Periodic
Advances, Unscheduled Principal Receipts
and Substitution Principal Amounts) and
distributed to Holders of the
Certificates on such Distribution Date and
all prior Distribution Dates, (ii)
the principal portion of all Liquidated
Loan Losses incurred on such Group I
Mortgage Loans for which the Liquidation
Proceeds were received from the Cut-Off
Date through the end of the Applicable
Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal
Receipts for such Distribution Date and
(iii) the principal portion of all
Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Group I
Mortgage Loans from the Cut-Off Date through
the end of the period corresponding to the
Applicable Unscheduled Principal
Receipt Period with respect to Full
Unscheduled Principal Receipts for such
Distribution Date.
Group I Class B Percentage: Any one of the Group I Class Cr-B-1
Percentage, Group I Class Cr-B-2
Percentage, Group I Class Cr-B-3 Percentage,
Group I Class Cr-B-4 Percentage, Group I
Class Cr-B-5 Percentage or Group I
Class Cr-B-6 Percentage.
Group I Class B Prepayment Percentage: Any of the Group I Class
Cr-B-1 Prepayment Percentage, Group I Class
Cr-B-2 Prepayment Percentage, Group
I Class Cr-B-3 Prepayment Percentage, Group
I Class Cr-B-4 Prepayment
Percentage, Group I Class Cr-B-5 Prepayment
Percentage or Group I Class Cr-B-6
Prepayment Percentage.
Group I Class Cr-B-1 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group I Subordinated Percentage by a
fraction, the numerator of which is the
Class Cr-B-1 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the Class Cr-B
Principal Balance.
Group I Class Cr-B-1 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group I Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class Cr-B-1 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class Cr-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class Cr-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 Cr-B-1
Certificates are the only Class Cr-B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Group I Class Cr-B-1 Prepayment Percentage
for such unscheduled principal
distributions for such Distribution Date
will be one.
Group I Class Cr-B-2 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group I Subordinated Percentage by a
fraction, the numerator of which is the
Class Cr-B-2 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the Class Cr-B
Principal Balance.
Group I Class Cr-B-2 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group I Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class Cr-B-2 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class Cr-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class Cr-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 Cr-B-2
Certificates are the only Class Cr-B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Group I Class Cr-B-2 Prepayment Percentage
for such unscheduled principal
distributions for such Distribution Date
will be one.
Group I Class Cr-B-3 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group I Subordinated Percentage by a
fraction, the numerator of which is the
Class Cr-B-3 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the Class Cr-B
Principal Balance.
Group I Class Cr-B-3 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group I Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class Cr-B-3 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class Cr-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class Cr-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 Cr-B-3
Certificates are the only Class Cr-B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Group I Class Cr-B-3 Prepayment Percentage
for such unscheduled principal
distributions for such Distribution Date
will be one.
Group I Class Cr-B-4 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group I Subordinated Percentage by a
fraction, the numerator of which is the
Class Cr-B-4 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the Class Cr-B
Principal Balance.
Group I Class Cr-B-4 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group I Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class Cr-B-4 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class Cr-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class Cr-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 Cr-B-4
Certificates are the only Class Cr-B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Group I Class Cr-B-4 Prepayment Percentage
for such unscheduled principal
distributions for such Distribution Date
will be one.
Group I Class Cr-B-5 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group I Subordinated Percentage by a
fraction, the numerator of which is the
Class Cr-B-5 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the Class Cr-B
Principal Balance.
Group I Class Cr-B-5 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group I Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class Cr-B-5 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class Cr-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class Cr-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 Cr-B-5
Certificates are the only Class Cr-B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Group I Class Cr-B-5 Prepayment Percentage
for such unscheduled principal
distributions for such Distribution Date
will be one.
Group I Class Cr-B-6 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group I Subordinated Percentage by a
fraction, the numerator of which is the
Class Cr-B-6 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the Class Cr-B
Principal Balance.
Group I Class Cr-B-6 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group I Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class Cr-B-6 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class Cr-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class Cr-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 Cr-B-6
Certificates are the only Class Cr-B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Group I Class Cr-B-6 Prepayment Percentage
for such unscheduled principal
distributions for such Distribution Date
will be one.
Group I Mortgage Loans: Those Mortgage Loans listed on Exhibit
F-1A
attached hereto.
Group I Pool Balance: As to any Distribution Date, the
aggregate
Scheduled Principal Balances of all Group I
Mortgage Loans that were Outstanding
Mortgage Loans on the Due Date in the month
preceding the month of such
Distribution Date.
Group I Pool Distribution Amount: As of any Distribution Date,
the
funds eligible for distribution to the
Group I-A Certificates and Class Cr-B
Certificates on such Distribution Date,
which shall be the sum of (i) all
previously undistributed payments or other
receipts on account of principal and
interest on or in respect of the Group I
Mortgage Loans (including, without
limitation, the proceeds of any repurchase
of a Group I Mortgage Loan by the
Seller and any Substitution Principal
Amount) received by the Master Servicer
with respect to the applicable Remittance
Date in the month of such Distribution
Date and any Unscheduled Principal Receipts
received by the Master Servicer on
or prior to the Business Day preceding such
Distribution Date, (ii) all Periodic
Advances made with respect to Group I
Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or Periodic
Advances with respect to Group I
Mortgage Loans made by the Master Servicer
or the Trustee pursuant to Section
3.03, (iii) any remaining Reimbursement
Amount with respect to a Group I
Mortgage Loan as provided in Section
4.01(a)(iii) and (iv) all other amounts
(including any Insurance Proceeds and
Compensating Interest) with respect to a
Group I Mortgage Loan required to be placed
in the Certificate Account by the
Servicer on or before the applicable
Remittance Date or by the Master Servicer
or the Trustee on or prior to the
Distribution Date, but excluding the
following:
(a) amounts received as late payments of principal or interest
with
respect to
a Group I Mortgage Loan and respecting which the Master
Servicer
or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group I Mortgage
Loan by
the Master
Servicer or the Trustee;
(c) that portion of each payment of interest on a particular Group
I
Mortgage
Loan which represent (i) the applicable Servicing Fee and (ii)
the Master
Servicing Fee;
(d) all amounts representing scheduled payments of principal
and
interest
on Group I Mortgage Loans due after the Due Date occurring in
the
month in
which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers
with
respect to Group I Mortgage Loans after the Applicable
Unscheduled
Principal
Receipt Period relating to the Distribution Date for the
applicable
type of Unscheduled Principal Receipt, and all related payments
of
interest on such amounts;
(f) all repurchase proceeds with respect to Group I Mortgage
Loans
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08 on
or
following
the Determination Date in the month in which such Distribution
Date
occurs and the difference between the unpaid principal balance of
a
Group I
Mortgage Loan substituted for a Group I Mortgage Loan pursuant
to
Section
2.02, 2.03 or 2.06 on or following the Determination Date in
the
month in
which such Distribution Date occurs and the unpaid principal
balance of
such Group I Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to
any Group I Mortgage Loan which represents any unpaid Servicing
Fee or
Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group I Mortgage Loans;
(j) Month End Interest in respect of Group I Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in
respect of
Group I Mortgage Loans; and
(l) all other amounts permitted to be withdrawn from the
Certificate
Account,
to the extent not covered by clauses (a) through (k) above, or
not
required to be deposited in the Certificate Account under this
Agreement.
Group I Subordinate Amount: As to any Distribution Date, the
excess
of (i) the Group I Pool Balance over (ii)
the Group I-A Principal Balance.
Group I Subordinated Percentage: As to any Distribution Date,
the
percentage which is the difference between
100% and the Group I-A Percentage for
such date.
Group I Subordinated Prepayment Percentage: As to any
Distribution
Date, the percentage which is the
difference between 100% and the Group I-A
Prepayment Percentage for such date.
Group I-A Certificate: Any Class I-A-1, Class I-A-2 or Class
I-A-R
Certificate.
Group I-A Distribution Amount: As to any Distribution Date and
any
Class of Group I-A Certificates, the amount
distributable to such Class of Group
I-A Certificates pursuant to Paragraphs
first clause (A), second clause (A) and
third clause (A) of Section 4.01(a)(i).
Group I-A Interest Accrual Amount: As to any Distribution Date,
the
sum of the Interest Accrual Amounts for the
Group I-A Certificates with respect
to such Distribution Date.
Group I-A Interest Percentage: As to any Distribution Date and
any
Class of Group I-A Certificates, the
percentage calculated by dividing the
Interest Accrual Amount of such Class
(determined without regard to clause (ii)
of the definition thereof) by the Group I-A
Interest Accrual Amount (determined
without regard to clause (ii) of the
definition of each Interest Accrual
Amount).
Group I-A Interest Shortfall Amount: As to any Distribution Date
and
any Class of Group I-A Certificates, any
amount by which the Interest Accrual
Amount of such Class with respect to such
Distribution Date exceeds the amount
distributed in respect of such Class on
such Distribution Date pursuant to
Paragraph first clause (A) of Section
4.01(a)(i).
Group I-A Loss Denominator: As to any Determination Date, an
amount
equal to the Group I-A Principal
Balance.
Group I-A Loss Percentage: As to any Determination Date and any
Class of Group I-A Certificates, the
percentage calculated by dividing the
Principal Balance of such Class by the
Group I-A Loss Denominator (determined
without regard to any such Principal
Balance of any Class of Group I-A
Certificates not then outstanding), in each
case determined as of the preceding
Determination Date.
Group I-A Optimal Amount: As to any Distribution Date, the sum
for
such Distribution Date of (i) the Group I-A
Interest Accrual Amount, (ii) the
Aggregate Group I-A Unpaid Interest
Shortfall and (iii) the Group I-A Optimal
Principal Amount.
Group I-A Optimal Principal Amount: As to any Distribution Date,
an
amount equal to the sum of (I) the sum, as
to each Group I Mortgage Loan that is
an Outstanding Mortgage Loan, of:
(i) the Group I-A Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I-A Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I-A Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group I-A Percentage of the excess of the unpaid
principal
balance of any Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding
the
Determination Date for such Distribution Date over the unpaid
principal
balance of
the substituted 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 for which a Mortgage Loan was substituted; and
(II) the
Group I-A Prepayment Percentage of the Recovery for Loan Group
I
for such
Distribution Date.
Group I-A Percentage: As to any Distribution Date occurring on
or
prior to the Subordination Depletion Date
for Group I, the lesser of (i) 100%
and (ii) the percentage obtained by
dividing the Group I-A Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) by
the Group I Pool Balance. As to any
Distribution Date occurring subsequent to
the Subordination Depletion Date for Group
I, 100% or such lesser percentage
which will cause the Group I-A Principal
Balance to decline to zero following
the distribution made on such Distribution
Date.
Group I-A Prepayment Percentage: As to any Distribution Date to
and
including the Distribution Date in
September 2012, 100%. As to any Distribution
Date subsequent to September 2012 to and
including the Distribution Date in
September 2013, the Group I-A Percentage as
of such Distribution Date plus 70%
of the Group I Subordinated Percentage as
of such Distribution Date. As to any
Distribution Date subsequent to September
2013 to and including the Distribution
Date in September 2014, the Group I-A
Percentage as of such Distribution Date
plus 60% of the Group I Subordinated
Percentage as of such Distribution Date. As
to any Distribution Date subsequent to
September 2014 to and including the
Distribution Date in September 2015, the
Group I-A Percentage as of such
Distribution Date plus 40% of the Group I
Subordinated Percentage as of such
Distribution Date. As to any Distribution
Date subsequent to September 2015 to
and including the Distribution Date in
September 2016, the Group I-A Percentage
as of such Distribution Date plus 20% of
the Group I Subordinated Percentage as
of such Distribution Date. As to any
Distribution Date subsequent to September
2016, the Group I-A Percentage as of such
Distribution Date.
No reduction of the level of the Group I-A Prepayment
Percentage
shall occur on any Distribution Date
unless, as of such Distribution Date, (A)
the average outstanding principal balance
on such Distribution Date and for the
preceding five Distribution Dates of the
Crossed Group Mortgage Loans that were
delinquent 60 days or more (including for
this purpose any Crossed Group
Mortgage Loans in foreclosure and Crossed
Group Mortgage Loans with respect to
which the related Mortgaged Property has
been acquired by the Trust Estate) does
not exceed 50% of the Class Cr-B Principal
Balance; and (B) cumulative Realized
Losses on the Crossed Group Mortgage Loans
do not exceed the following
percentages of the Original Class Cr-B
Subordinated Principal Amount: (1) 30%,
if such Distribution Date occurs between
and including October 2012 and
September 2013 (2) 35%, if such
Distribution Date occurs between and including
October 2013 and September 2014, (3) 40%,
if such Distribution Date occurs
between and including October 2014 and
September 2015, (4) 45%, if such
Distribution Date occurs between and
including October 2015 and September 2016,
and (5) 50%, if such Distribution Date
occurs during or after October 2016.
Notwithstanding the foregoing, with respect to any Distribution
Date
on which the preceding criteria are not
met, the reduction of the Group I-A
Prepayment Percentage described in the
second through sixth sentences of this
definition of Group I-A Prepayment
Percentage shall not be applicable with
respect to such Distribution Date. In such
event, the Group I-A Prepayment
Percentage for such Distribution Date will
be determined in accordance with the
applicable provision, as set forth in the
first through fifth sentences of this
definition, which was actually used to
determine the Group I-A Prepayment
Percentage for the Distribution Date
occurring in the September preceding such
Distribution Date (it being understood that
for the purposes of the
determination of the Group I-A Prepayment
Percentage for the current
Distribution Date, the current Group I-A
Percentage and Group I Subordinated
Percentage shall be utilized).
In addition, if on any Distribution Date, prior to giving effect
to
any distributions on such Distribution
Date, (i) the Group I Subordinated
Percentage is equal to or greater than
twice the Group I Subordinated Percentage
as of the Cut-Off Date, (ii) the average
outstanding principal balance on such
Distribution Date and for the preceding
five Distribution Dates of the Crossed
Group Mortgage Loans that were delinquent
60 days or more (including for this
purpose any Crossed Group Mortgage Loans in
foreclosure and Crossed Group
Mortgage Loans with respect to which the
related Mortgaged Property has been
acquired by the Trust Estate) does not
exceed 50% of the Class Cr-B Principal
Balance and (iii)(A) prior to the
Distribution Date in October 2008, cumulative
Realized Losses on the Crossed Group
Mortgage Loans do not exceed 20% of the
Original Class Cr-B Subordinated Principal
Amount, then the Group I-A Prepayment
Percentage for such Distribution Date will
equal the Group I-A Percentage for
such Distribution Date plus 50% of the
Group I Subordinated Percentage for such
Distribution Date or (B) on or after the
Distribution Date in October 2008,
cumulative Realized Losses on the Crossed
Group Mortgage Loans do not exceed 30%
of the Original Class Cr-B Subordinated
Principal Amount, then the Group I-A
Prepayment Percentage for such Distribution
Date will equal the Group I-A
Percentage for such Distribution Date.
Notwithstanding the foregoing, if on any Distribution Date, the
Aggregate Crossed Group Class A Percentage
exceeds such percentage as of the
Cut-Off Date, then the Group I-A Prepayment
Percentage will equal 100%.
If on any Distribution Date the allocation to the Group I-A
Certificates of Unscheduled Principal
Receipts and other amounts in the
percentage required above would reduce the
Group I-A Principal Balance below
zero, the Group I-A Prepayment Percentage
for such Distribution Date will be
limited to the percentage necessary to
reduce the Group I-A Principal Balance to
zero. In addition, once the Group I-A
Principal Balance has been reduced to
zero, the Group I-A Prepayment Percentage
will be 0%.
With respect to any Distribution Date on which the Group I-A
Prepayment Percentage is reduced below the
Group I-A Prepayment Percentage for
the prior Distribution Date, the Master
Servicer shall certify to the Trustee,
based upon information provided by each
Servicer as to the Mortgage Loans
serviced by it that the criteria set forth
in this definition are met.
Group I-A Principal Balance: As of any date, an amount equal to
the
sum of the Principal Balances for the Group
I-A Certificates.
Group I-A Principal Distribution Amount: As to any Distribution
Date, the aggregate amount distributed in
respect of the Classes of Group I-A
Certificates pursuant to Paragraph third
clause (A) of Section 4.01(a)(i).
Group I-A Shortfall Percentage: As to any Distribution Date and
any
Class of Group I-A Certificates, the
percentage calculated by dividing the Class
A Unpaid Interest Shortfall for such Class
by the Aggregate Group I-A Unpaid
Interest Shortfall, in each case determined
as of the day preceding the
applicable Distribution Date.
Group II: The Group II-A Certificates.
Group II Adjusted Pool Amount: With respect to any Distribution
Date, the aggregate of the Cut-Off Date
Principal Balances of the Group II
Mortgage Loans minus the sum of (i) all
amounts in respect of principal received
in respect of the Group II Mortgage Loans
(including, without limitation,
amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal
Amounts) and distributed to Holders of the
Certificates on such Distribution Date and
all prior Distribution Dates, (ii)
the principal portion of all Liquidated
Loan Losses incurred on such Group II
Mortgage Loans for which the Liquidation
Proceeds were received from the Cut-Off
Date through the end of the Applicable
Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal
Receipts for such Distribution Date and
(iii) the principal portion of all
Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Group II
Mortgage Loans from the Cut-Off Date
through the end of the period corresponding
to the Applicable Unscheduled
Principal Receipt Period with respect to
Full Unscheduled Principal Receipts for
such Distribution Date.
Group II Class B Percentage: Any one of the Group II Class
Cr-B-1
Percentage, Group II Class Cr-B-2
Percentage, Group II Class Cr-B-3 Percentage,
Group II Class Cr-B-4 Percentage, Group II
Class Cr-B-5 Percentage or Group II
Class Cr-B-6 Percentage.
Group II Class B Prepayment Percentage: Any of the Group II
Class
Cr-B-1 Prepayment Percentage, Group II
Class Cr-B-2 Prepayment Percentage, Group
II Class Cr-B-3 Prepayment Percentage,
Group II Class Cr-B-4 Prepayment
Percentage, Group II Class Cr-B-5
Prepayment Percentage or Group II Class Cr-B-6
Prepayment Percentage.
Group II Class Cr-B-1 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group II Subordinated Percentage by a
fraction, the numerator of which is the
Class Cr-B-1 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the Class Cr-B
Principal Balance.
Group II Class Cr-B-1 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group II Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class Cr-B-1 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class Cr-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class Cr-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 Cr-B-1
Certificates are the only Class Cr-B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Group II Class Cr-B-1 Prepayment Percentage
for such unscheduled principal
distributions for such Distribution Date
will be one.
Group II Class Cr-B-2 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group II Subordinated Percentage by a
fraction, the numerator of which is the
Class Cr-B-2 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the Class Cr-B
Principal Balance.
Group II Class Cr-B-2 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group II Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class Cr-B-2 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class Cr-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class Cr-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 Cr-B-2
Certificates are the only Class Cr-B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Group II Class Cr-B-2 Prepayment Percentage
for such unscheduled principal
distributions for such Distribution Date
will be one.
Group II Class Cr-B-3 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group II Subordinated Percentage by a
fraction, the numerator of which is the
Class Cr-B-3 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the Class Cr-B
Principal Balance.
Group II Class Cr-B-3 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group II Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class Cr-B-3 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class Cr-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class Cr-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 Cr-B-3
Certificates are the only Class Cr-B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Group II Class Cr-B-3 Prepayment Percentage
for such unscheduled principal
distributions for such Distribution Date
will be one.
Group II Class Cr-B-4 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group II Subordinated Percentage by a
fraction, the numerator of which is the
Class Cr-B-4 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the Class Cr-B
Principal Balance.
Group II Class Cr-B-4 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group II Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class Cr-B-4 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class Cr-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class Cr-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 Cr-B-4
Certificates are the only Class Cr-B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Group II Class Cr-B-4 Prepayment Percentage
for such unscheduled principal
distributions for such Distribution Date
will be one.
Group II Class Cr-B-5 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group II Subordinated Percentage by a
fraction, the numerator of which is the
Class Cr-B-5 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the Class Cr-B
Principal Balance.
Group II Class Cr-B-5 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group II Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class Cr-B-5 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class Cr-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class Cr-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 Cr-B-5
Certificates are the only Class Cr-B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Group II Class Cr-B-5 Prepayment Percentage
for such unscheduled principal
distributions for such Distribution Date
will be one.
Group II Class Cr-B-6 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group II Subordinated Percentage by a
fraction, the numerator of which is the
Class Cr-B-6 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the Class Cr-B
Principal Balance.
Group II Class Cr-B-6 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group II Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class Cr-B-6 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class Cr-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class Cr-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 Cr-B-6
Certificates are the only Class Cr-B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Group II Class Cr-B-6 Prepayment Percentage
for such unscheduled principal
distributions for such Distribution Date
will be one.
Group II Mortgage Loans: Those Mortgage Loans listed on Exhibit
F-1B
attached hereto.
Group II Pool Balance: As to any Distribution Date, the
aggregate
Scheduled Principal Balances of all Group
II Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date
in the month preceding the month of
such Distribution Date.
Group II Pool Distribution Amount: As of any Distribution Date,
the
funds eligible for distribution to the
Group II-A Certificates and Class Cr-B
Certificates on such Distribution Date,
which shall be the sum of (i) all
previously undistributed payments or other
receipts on account of principal and
interest on or in respect of the Group II
Mortgage Loans (including, without
limitation, the proceeds of any repurchase
of a Group II Mortgage Loan by the
Seller and any Substitution Principal
Amount) received by the Master Servicer
with respect to the applicable Remittance
Date in the month of such Distribution
Date and any Unscheduled Principal Receipts
received by the Master Servicer on
or prior to the Business Day preceding such
Distribution Date, (ii) all Periodic
Advances made with respect to Group II
Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or Periodic
Advances with respect to Group II
Mortgage Loans made by the Master Servicer
or the Trustee pursuant to Section
3.03, (iii) any remaining Reimbursement
Amount with respect to a Group II
Mortgage Loan as provided in Section
4.01(a)(iii) and (iv) all other amounts
(including any Insurance Proceeds and
Compensating Interest) with respect to a
Group II Mortgage Loan required to be
placed in the Certificate Account by the
Servicer on or before the applicable
Remittance Date or by the Master Servicer
or the Trustee on or prior to the
Distribution Date, but excluding the
following:
(a) amounts received as late payments of principal or interest
with
respect to
a Group II Mortgage Loan and respecting which the Master
Servicer
or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group II Mortgage
Loan by
the Master
Servicer or the Trustee;
(c) that portion of each payment of interest on a particular
Group
II
Mortgage Loan which represent (i) the applicable Servicing Fee and
(ii)
the Master
Servicing Fee;
(d) all amounts representing scheduled payments of principal
and
interest
on Group II Mortgage Loans due after the Due Date occurring in
the month
in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers
with
respect to Group II Mortgage Loans after the Applicable
Unscheduled
Principal
Receipt Period relating to the Distribution Date for the
applicable
type of Unscheduled Principal Receipt, and all related payments
of interest on such
amounts;
(f) all repurchase proceeds with respect to Group II Mortgage
Loans
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08 on
or
following
the Determination Date in the month in which such Distribution
Date
occurs and the difference between the unpaid principal balance of
a
Group II
Mortgage Loan substituted for a Group II Mortgage Loan pursuant
to Section
2.02, 2.03 or 2.06 on or following the Determination Date in
the month
in which such Distribution Date occurs and the unpaid principal
balance of
such Group II Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to
any Group II Mortgage Loan which represents any unpaid
Servicing
Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group II Mortgage Loans;
(j) Month End Interest in respect of Group II Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in
respect of
Group II Mortgage Loans; and
(l) all other amounts permitted to be withdrawn from the
Certificate
Account,
to the extent not covered by clauses (a) through (k) above, or
not
required to be deposited in the Certificate Account under this
Agreement.
Group II Subordinate Amount: As to any Distribution Date, the
excess
of (i) the Group II Pool Balance over (ii)
the Group II-A Principal Balance.
Group II Subordinated Percentage: As to any Distribution Date,
the
percentage which is the difference between
100% and the Group II-A Percentage
for such date.
Group II Subordinated Prepayment Percentage: As to any
Distribution
Date, the percentage which is the
difference between 100% and the Group II-A
Prepayment Percentage for such date.
Group II-A Certificate: Any Class II-A-1 Certificate.
Group II-A Distribution Amount: As to any Distribution Date and
any
Class of Group II-A Certificates, the
amount distributable to such Class of
Group II-A Certificates pursuant to
Paragraphs first clause (B), second clause
(B) and third clause (B) of Section
4.01(a)(i).
Group II-A Interest Accrual Amount: As to any Distribution Date,
the
sum of the Interest Accrual Amounts for the
Group II-A Certificates with respect
to such Distribution Date.
Group II-A Interest Percentage: As to any Distribution Date and
any
Class of Group II-A Certificates, the
percentage calculated by dividing the
Interest Accrual Amount of such Class
(determined without regard to clause (ii)
of the definition thereof) by the Group
II-A Interest Accrual Amount (determined
without regard to clause (ii) of the
definition of each Interest Accrual
Amount).
Group II-A Interest Shortfall Amount: As to any Distribution
Date
and any Class of Group II-A Certificates,
any amount by which the Interest
Accrual Amount of such Class with respect
to such Distribution Date exceeds the
amount distributed in respect of such Class
on such Distribution Date pursuant
to Paragraph first clause (B) of Section
4.01(a)(i).
Group II-A
Loss Denominator: As to any Determination Date, an amount
equal to the Group II-A Principal
Balance.
Group II-A Loss Percentage: As to any Determination Date and
any
Class of Group II-A Certificates, the
percentage calculated by dividing the
Principal Balance of such Class by the
Group II-A Loss Denominator (determined
without regard to any such Principal
Balance of any Class of Group II-A
Certificates not then outstanding), in each
case determined as of the preceding
Determination Date.
Group II-A Optimal Amount: As to any Distribution Date, the sum
for
such Distribution Date of (i) the Group
II-A Interest Accrual Amount, (ii) the
Aggregate Group II-A Unpaid Interest
Shortfall and (iii) the Group II-A Optimal
Principal Amount.
Group II-A Optimal Principal Amount: As to any Distribution Date,
an
amount equal to the sum of (I) the sum, as
to each Group II Mortgage Loan that
is an Outstanding Mortgage Loan, of:
(i) the Group II-A Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group II-A Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group II-A Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group II-A Percentage of the excess of the unpaid
principal
balance of any Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding
the
Determination Date for such Distribution Date over the unpaid
principal
balance of
the substituted 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 for which a Mortgage Loan was substituted; and
(II) the
Group II-A Prepayment Percentage of the Recovery for Loan Group
II for
such Distribution Date.
Group II-A Percentage: As to any Distribution Date occurring on
or
prior to the Subordination Depletion Date
for Group II, the lesser of (i) 100%
and (ii) the percentage obtained by
dividing the Group II-A Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) by
the Group II Pool Balance. As to any
Distribution Date occurring subsequent to
the Subordination Depletion Date for Group
II, 100% or such lesser percentage
which will cause the Group II-A Principal
Balance to decline to zero following
the distribution made on such Distribution
Date.
Group II-A Prepayment Percentage: As to any Distribution Date to
and
including the Distribution Date in
September 2012, 100%. As to any Distribution
Date subsequent to September 2012 to and
including the Distribution Date in
September 2013, the Group II-A Percentage
as of such Distribution Date plus 70%
of the Group II Subordinated Percentage as
of such Distribution Date. As to any
Distribution Date subsequent to September
2013 to and including the Distribution
Date in September 2014, the Group II-A
Percentage as of such Distribution Date
plus 60% of the Group II Subordinated
Percentage as of such Distribution Date.
As to any Distribution Date subsequent to
September 2014 to and including the
Distribution Date in September 2015, the
Group II-A Percentage as of such
Distribution Date plus 40% of the Group II
Subordinated Percentage as of such
Distribution Date. As to any Distribution
Date subsequent to September 2015 to
and including the Distribution Date in
September 2016, the Group II-A Percentage
as of such Distribution Date plus 20% of
the Group II Subordinated Percentage as
of such Distribution Date. As to any
Distribution Date subsequent to September
2016, the Group II-A Percentage as of such
Distribution Date.
No reduction of the level of the Group II-A Prepayment
Percentage
shall occur on any Distribution Date
unless, as of such Distribution Date, (A)
the average outstanding principal balance
on such Distribution Date and for the
preceding five Distribution Dates of the
Crossed Group Mortgage Loans that were
delinquent 60 days or more (including for
this purpose any Crossed Group
Mortgage Loans in foreclosure and Crossed
Group Mortgage Loans with respect to
which the related Mortgaged Property has
been acquired by the Trust Estate) does
not exceed 50% of the Class Cr-B Principal
Balance; and (B) cumulative Realized
Losses on the Crossed Group Mortgage Loans
do not exceed the following
percentages of the Original Class Cr-B
Subordinated Principal Amount: (1) 30%,
if such Distribution Date occurs between
and including October 2012 and
September 2013 (2) 35%, if such
Distribution Date occurs between and including
October 2013 and September 2014, (3) 40%,
if such Distribution Date occurs
between and including October 2014 and
September 2015, (4) 45%, if such
Distribution Date occurs between and
including October 2015 and September 2016,
and (5) 50%, if such Distribution Date
occurs during or after October 2016.
Notwithstanding the foregoing, with respect to any Distribution
Date
on which the preceding criteria are not
met, the reduction of the Group II-A
Prepayment Percentage described in the
second through sixth sentences of this
definition of Group II-A Prepayment
Percentage shall not be applicable with
respect to such Distribution Date. In such
event, the Group II-A Prepayment
Percentage for such Distribution Date will
be determined in accordance with the
applicable provision, as set forth in the
first through fifth sentences of this
definition, which was actually used to
determine the Group II-A Prepayment
Percentage for the Distribution Date
occurring in the September preceding such
Distribution Date (it being understood that
for the purposes of the
determination of the Group II-A Prepayment
Percentage for the current
Distribution Date, the current Group II-A
Percentage and Group II Subordinated
Percentage shall be utilized).
In addition, if on any Distribution Date, prior to giving effect
to
any distributions on such Distribution
Date, (i) the Group II Subordinated
Percentage is equal to or greater than
twice the Group II Subordinated
Percentage as of the Cut-Off Date, (ii) the
average outstanding principal
balance on such Distribution Date and for
the preceding five Distribution Dates
of the Crossed Group Mortgage Loans that
were delinquent 60 days or more
(including for this purpose any Crossed
Group Mortgage Loans in foreclosure and
Crossed Group Mortgage Loans with respect
to which the related Mortgaged
Property has been acquired by the Trust
Estate) does not exceed 50% of the Class
Cr-B Principal Balance and (iii)(A) prior
to the Distribution Date in October
2008, cumulative Realized Losses on the
Crossed Group Mortgage Loans do not
exceed 20% of the Original Class Cr-B
Subordinated Principal Amount, then the
Group II-A Prepayment Percentage for such
Distribution Date will equal the Group
II-A Percentage for such Distribution Date
plus 50% of the Group II Subordinated
Percentage for such Distribution Date or
(B) on or after the Distribution Date
in October 2008, cumulative Realized Losses
on the Crossed Group Mortgage Loans
do not exceed 30% of the Original Class
Cr-B Subordinated Principal Amount, then
the Group II-A Prepayment Percentage for
such Distribution Date will equal the
Group II-A Percentage for such Distribution
Date.
Notwithstanding the foregoing, if on any Distribution Date, the
Aggregate Crossed Group Class A Percentage
exceeds such percentage as of the
Cut-Off Date, then the Group II-A
Prepayment Percentage will equal 100%.
If on any Distribution Date the allocation to the Group II-A
Certificates of Unscheduled Principal
Receipts and other amounts in the
percentage required above would reduce the
Group II-A Principal Balance below
zero, the Group II-A Prepayment Percentage
for such Distribution Date will be
limited to the percentage necessary to
reduce the Group II-A Principal Balance
to zero. In addition, once the Group II-A
Principal Balance has been reduced to
zero, the Group II-A Prepayment Percentage
will be 0%.
With respect to any Distribution Date on which the Group II-A
Prepayment Percentage is reduced below the
Group II-A Prepayment Percentage for
the prior Distribution Date, the Master
Servicer shall certify to the Trustee,
based upon information provided by each
Servicer as to the Mortgage Loans
serviced by it that the criteria set forth
in this definition are met.
Group II-A Principal Balance: As of any date, an amount equal to
the
sum of the Principal Balances for the Group
II-A Certificates.
Group II-A Principal Distribution Amount: As to any
Distribution
Date, the aggregate amount distributed in
respect of the Classes of Group II-A
Certificates pursuant to Paragraph third
clause (A) of Section 4.01(a)(i).
Group II-A Shortfall Percentage: As to any Distribution Date and
any
Class of Group II-A Certificates, the
percentage calculated by dividing the
Class A Unpaid Interest Shortfall for such
Class by the Aggregate Group II-A
Unpaid Interest Shortfall, in each case
determined as of the day preceding the
applicable Distribution Date.
Group III: The Group III-A Certificates.
Group III Adjusted Pool Amount: With respect to any
Distribution
Date, the aggregate of the Cut-Off Date
Principal Balances of the Group III
Mortgage Loans minus the sum of (i) all
amounts in respect of principal received
in respect of the Group III Mortgage Loans
(including, without limitation,
amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal
Amounts) and distributed to Holders of the
Certificates on such Distribution Date and
all prior Distribution Dates, (ii)
the principal portion of all Liquidated
Loan Losses incurred on such Group III
Mortgage Loans for which the Liquidation
Proceeds were received from the Cut-Off
Date through the end of the Applicable
Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal
Receipts for such Distribution Date and
(iii) the principal portion of all
Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Group III
Mortgage Loans from the Cut-Off Date
through the end of the period corresponding
to the Applicable Unscheduled
Principal Receipt Period with respect to
Full Unscheduled Principal Receipts for
such Distribution Date.
Group III Class B Percentage: Any one of the Group III Class
Cr-B-1
Percentage, Group III Class Cr-B-2
Percentage, Group III Class Cr-B-3
Percentage, Group III Class Cr-B-4
Percentage, Group III Class Cr-B-5 Percentage
or Group III Class Cr-B-6 Percentage.
Group III Class B Prepayment Percentage: Any of the Group III
Class
Cr-B-1 Prepayment Percentage, Group III
Class Cr-B-2 Prepayment Percentage,
Group III Class Cr-B-3 Prepayment
Percentage, Group III Class Cr-B-4 Prepayment
Percentage, Group III Class Cr-B-5
Prepayment Percentage or Group III Class
Cr-B-6 Prepayment Percentage.
Group III Class Cr-B-1 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group III Subordinated Percentage by a
fraction, the numerator of which is the
Class Cr-B-1 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the Class Cr-B
Principal Balance.
Group III Class Cr-B-1 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group III Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class Cr-B-1 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class Cr-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class Cr-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 Cr-B-1
Certificates are the only Class Cr-B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Group III Class Cr-B-1 Prepayment
Percentage for such unscheduled principal
distributions for such Distribution Date
will be one.
Group III Class Cr-B-2 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group III Subordinated Percentage by a
fraction, the numerator of which is the
Class Cr-B-2 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the Class Cr-B
Principal Balance.
Group III Class Cr-B-2 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group III Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class Cr-B-2 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class Cr-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class Cr-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 Cr-B-2
Certificates are the only Class Cr-B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Group III Class Cr-B-2 Prepayment
Percentage for such unscheduled principal
distributions for such Distribution Date
will be one.
Group III Class Cr-B-3 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group III Subordinated Percentage by a
fraction, the numerator of which is the
Class Cr-B-3 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the Class Cr-B
Principal Balance.
Group III Class Cr-B-3 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group III Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class Cr-B-3 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class Cr-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class Cr-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 Cr-B-3
Certificates are the only Class Cr-B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Group III Class Cr-B-3 Prepayment
Percentage for such unscheduled principal
distributions for such Distribution Date
will be one.
Group III Class Cr-B-4 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group III Subordinated Percentage by a
fraction, the numerator of which is the
Class Cr-B-4 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the Class Cr-B
Principal Balance.
Group III Class Cr-B-4 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group III Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class Cr-B-4 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class Cr-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class Cr-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 Cr-B-4
Certificates are the only Class Cr-B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Group III Class Cr-B-4 Prepayment
Percentage for such unscheduled principal
distributions for such Distribution Date
will be one.
Group III Class Cr-B-5 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group III Subordinated Percentage by a
fraction, the numerator of which is the
Class Cr-B-5 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the Class Cr-B
Principal Balance.
Group III Class Cr-B-5 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group III Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class Cr-B-5 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class Cr-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class Cr-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 Cr-B-5
Certificates are the only Class Cr-B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Group III Class Cr-B-5 Prepayment
Percentage for such unscheduled principal
distributions for such Distribution Date
will be one.
Group III Class Cr-B-6 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group III Subordinated Percentage by a
fraction, the numerator of which is the
Class Cr-B-6 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the Class Cr-B
Principal Balance.
Group III Class Cr-B-6 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group III Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class Cr-B-6 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class Cr-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class Cr-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 Cr-B-6
Certificates are the only Class Cr-B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Group III Class Cr-B-6 Prepayment
Percentage for such unscheduled principal
distributions for such Distribution Date
will be one.
Group III
Mortgage Loans: Those Mortgage Loans listed on Exhibit
F-1C attached hereto.
Group III Pool Balance: As to any Distribution Date, the
aggregate
Scheduled Principal Balances of all Group
III Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date
in the month preceding the month of
such Distribution Date.
Group III Pool Distribution Amount: As of any Distribution Date,
the
funds eligible for distribution to the
Group III-A Certificates and Class Cr-B
Certificates on such Distribution Date,
which shall be the sum of (i) all
previously undistributed payments or other
receipts on account of principal and
interest on or in respect of the Group III
Mortgage Loans (including, without
limitation, the proceeds of any repurchase
of a Group III Mortgage Loan by the
Seller and any Substitution Principal
Amount) received by the Master Servicer
with respect to the applicable Remittance
Date in the month of such Distribution
Date and any Unscheduled Principal Receipts
received by the Master Servicer on
or prior to the Business Day preceding such
Distribution Date, (ii) all Periodic
Advances made with respect to Group III
Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or Periodic
Advances with respect to Group III
Mortgage Loans made by the Master Servicer
or the Trustee pursuant to Section
3.03, (iii) any remaining Reimbursement
Amount with respect to a Group III
Mortgage Loan as provided in Section
4.01(a)(iii) and (iv) all other amounts
(including any Insurance Proceeds and
Compensating Interest) with respect to a
Group III Mortgage Loan required to be
placed in the Certificate Account by the
Servicer on or before the applicable
Remittance Date or by the Master Servicer
or the Trustee on or prior to the
Distribution Date, but excluding the
following:
(a) amounts received as late payments of principal or interest
with
respect to
a Group III Mortgage Loan and respecting which the Master
Servicer
or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group III Mortgage
Loan
by the
Master Servicer or the Trustee;
(c) that portion of each payment of interest on a particular
Group
III
Mortgage Loan which represent (i) the applicable Servicing Fee
and
(ii) the
Master Servicing Fee;
(d) all amounts representing scheduled payments of principal
and
interest
on Group III Mortgage Loans due after the Due Date occurring in
the month
in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers
with
respect to Group III Mortgage Loans after the Applicable
Unscheduled
Principal
Receipt Period relating to the Distribution Date for the
applicable
type of Unscheduled Principal Receipt, and all related payments
of
interest on such amounts;
(f) all repurchase proceeds with respect to Group III Mortgage
Loans
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08 on
or
following
the Determination Date in the month in which such Distribution
Date
occurs and the difference between the unpaid principal balance of
a
Group III
Mortgage Loan substituted for a Group III Mortgage Loan
pursuant
to Section
2.02, 2.03 or 2.06 on or following the Determination Date in
the month
in which such Distribution Date occurs and the unpaid principal
balance of
such Group III Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to
any Group III Mortgage Loan which represents any unpaid
Servicing
Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group III Mortgage Loans;
(j) Month End Interest in respect of Group III Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in
respect of
Group III Mortgage Loans; and
(l) all other amounts permitted to be withdrawn from the
Certificate
Account,
to the extent not covered by clauses (a) through (k) above, or
not
required to be deposited in the Certificate Account under this
Agreement.
Group III Subordinate Amount: As to any Distribution Date, the
excess of (i) the Group III Pool Balance
over (ii) the Group III-A Principal
Balance.
Group III Subordinated Percentage: As to any Distribution Date,
the
percentage which is the difference between
100% and the Group III-A Percentage
for such date.
Group III Subordinated Prepayment Percentage: As to any
Distribution
Date, the percentage which is the
difference between 100% and the Group III-A
Prepayment Percentage for such date.
Group III-A Certificate: Any Class III-A-1, Class III-A-2 or
Class
III-A-3 Certificate.
Group III-A Distribution Amount: As to any Distribution Date and
any
Class of Group III-A Certificates, the
amount distributable to such Class of
Group III-A Certificates pursuant to
Paragraphs first clause (C), second clause
(C) and third clause (C) of Section
4.01(a)(i).
Group III-A Interest Accrual Amount: As to any Distribution
Date,
the sum of the Interest Accrual Amounts for
the Group III-A Certificates with
respect to such Distribution Date.
Group III-A Interest Percentage: As to any Distribution Date and
any
Class of Group III-A Certificates, the
percentage calculated by dividing the
Interest Accrual Amount of such Class
(determined without regard to clause (ii)
of the definition thereof) by the Group
III-A Interest Accrual Amount
(determined without regard to clause (ii)
of the definition of each Interest
Accrual Amount).
Group III-A Interest Shortfall Amount: As to any Distribution
Date
and any Class of Group III-A Certificates,
any amount by which the Interest
Accrual Amount of such Class with respect
to such Distribution Date exceeds the
amount distributed in respect of such Class
on such Distribution Date pursuant
to Paragraph first clause (C) of Section
4.01(a)(i).
Group
III-A Loss Denominator: As to any Determination Date, an
amount equal to the Group III-A Principal
Balance.
Group III-A Loss Percentage: As to any Determination Date and
any
Class of Group III-A Certificates, the
percentage calculated by dividing the
Principal Balance of such Class by the
Group III-A Loss Denominator (determined
without regard to any such Principal
Balance of any Class of Group III-A
Certificates not then outstanding), in each
case determined as of the preceding
Determination Date.
Group III-A Optimal Amount: As to any Distribution Date, the sum
for
such Distribution Date of (i) the Group
III-A Interest Accrual Amount, (ii) the
Aggregate Group III-A Unpaid Interest
Shortfall and (iii) the Group III-A
Optimal Principal Amount.
Group III-A Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum,
as to each Group III Mortgage Loan
that is an Outstanding Mortgage Loan,
of:
(i) the Group III-A Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group III-A Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group III-A Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group III-A Percentage of the excess of the unpaid
principal
balance of any Mortgage Loan for which a Mortgage Loan was
substituted during the
one month period ending on the day preceding the
Determination Date for such Distribution Date over the unpaid
principal
balance of
the substituted 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 for which a Mortgage Loan was substituted; and
(II) the
Group III-A Prepayment Percentage of the Recovery for Loan
Group
III for
such Distribution Date.
Group III-A Percentage: As to any Distribution Date occurring on
or
prior to the Subordination Depletion Date
for Group III, the lesser of (i) 100%
and (ii) the percentage obtained by
dividing the Group III-A Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) by
the Group III Pool Balance. As to any
Distribution Date occurring subsequent to
the Subordination Depletion Date for Group
III, 100% or such lesser percentage
which will cause the Group III-A Principal
Balance to decline to zero following
the distribution made on such Distribution
Date.
Group III-A Prepayment Percentage: As to any Distribution Date
to
and including the Distribution Date in
September 2012, 100%. As to any
Distribution Date subsequent to September
2012 to and including the Distribution
Date in September 2013, the Group III-A
Percentage as of such Distribution Date
plus 70% of the Group III Subordinated
Percentage as of such Distribution Date.
As to any Distribution Date subsequent to
September 2013 to and including the
Distribution Date in September 2014, the
Group III-A Percentage as of such
Distribution Date plus 60% of the Group III
Subordinated Percentage as of such
Distribution Date. As to any Distribution
Date subsequent to September 2014 to
and including the Distribution Date in
September 2015, the Group III-A
Percentage as of such Distribution Date
plus 40% of the Group III Subordinated
Percentage as of such Distribution Date. As
to any Distribution Date subsequent
to September 2015 to and including the
Distribution Date in September 2016, the
Group III-A Percentage as of such
Distribution Date plus 20% of the Group III
Subordinated Percentage as of such
Distribution Date. As to any Distribution
Date subsequent to September 2016, the
Group III-A Percentage as of such
Distribution Date.
No reduction of the level of the Group III-A Prepayment
Percentage
shall occur on any Distribution Date
unless, as of such Distribution Date, (A)
the average outstanding principal balance
on such Distribution Date and for the
preceding five Distribution Dates of the
Crossed Group Mortgage Loans that were
delinquent 60 days or more (including for
this purpose any Crossed Group
Mortgage Loans in foreclosure and Crossed
Group Mortgage Loans with respect to
which the related Mortgaged Property has
been acquired by the Trust Estate) does
not exceed 50% of the Class Cr-B Principal
Balance; and (B) cumulative Realized
Losses on the Crossed Group Mortgage Loans
do not exceed the following
percentages of the Original Class Cr-B
Subordinated Principal Amount: (1) 30%,
if such Distribution Date occurs between
and including October 2012 and
September 2013 (2) 35%, if such
Distribution Date occurs between and including
October 2013 and September 2014, (3) 40%,
if such Distribution Date occurs
between and including October 2014 and
September 2015, (4) 45%, if such
Distribution Date occurs between and
including October 2015 and September 2016,
and (5) 50%, if such Distribution Date
occurs during or after October 2016.
Notwithstanding the foregoing, with respect to any Distribution
Date
on which the preceding criteria are not
met, the reduction of the Group III-A
Prepayment Percentage described in the
second through sixth sentences of this
definition of Group III-A Prepayment
Percentage shall not be applicable with
respect to such Distribution Date. In such
event, the Group III-A Prepayment
Percentage for such Distribution Date will
be determined in accordance with the
applicable provision, as set forth in the
first through fifth sentences of this
definition, which was actually used to
determine the Group III-A Prepayment
Percentage for the Distribution Date
occurring in the September preceding such
Distribution Date (it being understood that
for the purposes of the
determination of the Group III-A Prepayment
Percentage for the current
Distribution Date, the current Group III-A
Percentage and Group III Subordinated
Percentage shall be utilized).
In addition, if on any Distribution Date, prior to giving effect
to
any distributions on such Distribution
Date, (i) the Group III Subordinated
Percentage is equal to or greater than
twice the Group III 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 Crossed Group Mortgage Loans that
were delinquent 60 days or more
(including for this purpose any Crossed
Group Mortgage Loans in foreclosure and
Crossed Group Mortgage Loans with respect
to which the related Mortgaged
Property has been acquired by the Trust
Estate) does not exceed 50% of the Class
Cr-B Principal Balance and (iii)(A) prior
to the Distribution Date in October
2008, cumulative Realized Losses on the
Crossed Group Mortgage Loans do not
exceed 20% of the Original Class Cr-B
Subordinated Principal Amount, then the
Group III-A Prepayment Percentage for such
Distribution Date will equal the
Group III-A Percentage for such
Distribution Date plus 50% of the Group III
Subordinated Percentage for such
Distribution Date or (B) on or after the
Distribution Date in October 2008,
cumulative Realized Losses on the Crossed
Group Mortgage Loans do not exceed 30% of
the Original Class Cr-B Subordinated
Principal Amount, then the Group III-A
Prepayment Percentage for such
Distribution Date will equal the Group
III-A Percentage for such Distribution
Date.
Notwithstanding the foregoing, if on any Distribution Date, the
Aggregate Crossed Group Class A Percentage
exceeds such percentage as of the
Cut-Off Date, then the Group III-A
Prepayment Percentage will equal 100%.
If on any Distribution Date the allocation to the Group III-A
Certificates of Unscheduled Principal
Receipts and other amounts in the
percentage required above would reduce the
Group III-A Principal Balance below
zero, the Group III-A Prepayment Percentage
for such Distribution Date will be
limited to the percentage necessary to
reduce the Group III-A Principal Balance
to zero. In addition, once the Group III-A
Principal Balance has been reduced to
zero, the Group III-A Prepayment Percentage
will be 0%.
With respect to any Distribution Date on which the Group III-A
Prepayment Percentage is reduced below the
Group III-A Prepayment Percentage for
the prior Distribution Date, the Master
Servicer shall certify to the Trustee,
based upon information provided by each
Servicer as to the Mortgage Loans
serviced by it that the criteria set forth
in this definition are met.
Group III-A Principal Balance: As of any date, an amount equal
to
the sum of the Principal Balances for the
Group III-A Certificates.
Group III-A Principal Distribution Amount: As to any
Distribution
Date, the aggregate amount distributed in
respect of the Classes of Group III-A
Certificates pursuant to Paragraph third
clause (C) of Section 4.01(a)(i).
Group III-A Shortfall Percentage: As to any Distribution Date
and
any Class of Group III-A Certificates, the
percentage calculated by dividing the
Class A Unpaid Interest Shortfall for such
Class by the Aggregate Group III-A
Unpaid Interest Shortfall, in each case
determined as of the day preceding the
applicable Distribution Date.
Group IV: The Group IV-A Certificates.
Group IV Adjusted Pool Amount: With respect to any Distribution
Date, the aggregate of the Cut-Off Date
Principal Balances of the Group IV
Mortgage Loans minus the sum of (i) all
amounts in respect of principal received
in respect of the Group IV Mortgage Loans
(including, without limitation,
amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal
Amounts) and distributed to Holders of the
Certificates on such Distribution Date and
all prior Distribution Dates, (ii)
the principal portion of all Liquidated
Loan Losses incurred on such Group IV
Mortgage Loans for which the Liquidation
Proceeds were received from the Cut-Off
Date through the end of the Applicable
Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal
Receipts for such Distribution Date and
(iii) the principal portion of all
Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Group IV
Mortgage Loans from the Cut-Off Date
through the end of the period corresponding
to the Applicable Unscheduled
Principal Receipt Period with respect to
Full Unscheduled Principal Receipts for
such Distribution Date.
Group IV
Class B Percentage: Any one of the Group IV Class Cr-B-1
Percentage, Group IV Class Cr-B-2
Percentage, Group IV Class Cr-B-3 Percentage,
Group IV Class Cr-B-4 Percentage, Group IV
Class Cr-B-5 Percentage or Group IV
Class Cr-B-6 Percentage.
Group IV Class B Prepayment Percentage: Any of the Group IV
Class
Cr-B-1 Prepayment Percentage, Group IV
Class Cr-B-2 Prepayment Percentage, Group
IV Class Cr-B-3 Prepayment Percentage,
Group IV Class Cr-B-4 Prepayment
Percentage, Group IV Class Cr-B-5
Prepayment Percentage or Group IV Class Cr-B-6
Prepayment Percentage.
Group IV Class Cr-B-1 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group IV Subordinated Percentage by a
fraction, the numerator of which is the
Class Cr-B-1 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the Class Cr-B
Principal Balance.
Group IV Class Cr-B-1 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group IV Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class Cr-B-1 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class Cr-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class Cr-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 Cr-B-1
Certificates are the only Class Cr-B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Group IV Class Cr-B-1 Prepayment Percentage
for such unscheduled principal
distributions for such Distribution Date
will be one.
Group IV Class Cr-B-2 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group IV Subordinated Percentage by a
fraction, the numerator of which is the
Class Cr-B-2 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the Class Cr-B
Principal Balance.
Group IV Class Cr-B-2 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group IV Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class Cr-B-2 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class Cr-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class Cr-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 Cr-B-2
Certificates are the only Class Cr-B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i), the
Group IV Class Cr-B-2 Prepayment Percentage
for such unscheduled principal
distributions for such Distribution Date
will be one.
Group IV Class Cr-B-3 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group IV Subordinated Percentage by a
fraction, the numerator of which is the
Class Cr-B-3 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the Class Cr-B
Principal Balance.
Group IV Class Cr-B-3 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group IV Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class Cr-B-3 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class Cr-B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class Cr-B Certificates
eligible to receive such unscheduled
principal distributions for su
