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 October 28, 2005
$700,863,514.84
Mortgage Pass-Through Certificates
Series 2005-11
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<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01
Definitions.....................................................
Section 1.02 Acts of
Holders.................................................
Section 1.03 Effect of Headings and Table of
Contents........................
Section 1.04 Benefits of
Agreement...........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage
Loans....................................
Section 2.02 Acceptance by
Custodian.........................................
Section 2.03 Representations and Warranties of
the Master Servicer and the
Seller.........................................................
Section 2.04 Execution and Delivery of
Certificates..........................
Section 2.05 Designation of Certificates;
Designation of Startup Day and
Latest Possible Maturity Date..................................
Section 2.06 Optional Substitution of Mortgage
Loans.........................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate
Account.............................................
Section 3.02 Permitted Withdrawals from the
Certificate Account..............
Section 3.03 Advances by Master Servicer and
Trustee.........................
Section 3.04 Custodian to Cooperate; Release of
Owner Mortgage Loan Files
and Retained Mortgage Loan Files...............................
Section 3.05 Reports to the Trustee; Annual
Compliance Statements............
Section 3.06 Title, Management and Disposition
of Any REO Mortgage Loan......
Section 3.07 Amendments to Servicing
Agreements, Modification of Standard
Provisions.....................................................
Section 3.08 Oversight of
Servicing..........................................
Section 3.09 Termination and Substitution of
Servicing Agreements............
Section 3.10 Application of Net Liquidation
Proceeds.........................
Section 3.11 Exchange Act
Reports............................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01
Distributions...................................................
Section 4.02 Allocation of Realized
Losses...................................
Section 4.03 Paying
Agent....................................................
Section 4.04 Statements to Certificateholders;
Reports to the Trustee and
the Seller.....................................................
Section 4.05 Reports to Mortgagors and the
Internal Revenue Service..........
Section 4.06 Calculation of Amounts; Binding
Effect of Interpretations and
Actions of Master Servicer.....................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates................................................
Section 5.02 Registration of
Certificates....................................
Section 5.03 Mutilated, Destroyed, Lost or
Stolen Certificates...............
Section 5.04 Persons Deemed
Owners...........................................
Section 5.05 Access to List of
Certificateholders' Names and Addresses.......
Section 5.06 Maintenance of Office or
Agency.................................
Section 5.07 Definitive
Certificates.........................................
Section 5.08 Notices to Clearing
Agency......................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the
Master Servicer.................
Section 6.02 Merger or Consolidation of the
Seller or the Master Servicer....
Section 6.03 Limitation on Liability of the
Seller, the Master Servicer
and Others.....................................................
Section 6.04 Resignation of the Master
Servicer..............................
Section 6.05 Compensation to the Master
Servicer.............................
Section 6.06 Assignment or Delegation of Duties
by Master Servicer...........
Section 6.07 Indemnification of Trustee and
Seller by Master Servicer........
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default...............................................
Section 7.02 Other Remedies of
Trustee.......................................
Section 7.03 Directions by Certificateholders
and Duties of Trustee During
Event of Default...............................................
Section 7.04 Action upon Certain Failures of
the Master Servicer and upon
Event of Default...............................................
Section 7.05 Trustee to Act; Appointment of
Successor........................
Section 7.06 Notification to
Certificateholders..............................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of
Trustee...............................................
Section 8.02 Certain Matters Affecting the
Trustee...........................
Section 8.03 Trustee Not Required to Make
Investigation......................
Section 8.04 Trustee Not Liable for
Certificates or Mortgage Loans...........
Section 8.05 Trustee May Own
Certificates....................................
Section 8.06 The Master Servicer to Pay Fees
and Expenses....................
Section 8.07 Eligibility
Requirements........................................
Section 8.08 Resignation and
Removal.........................................
Section 8.09
Successor.......................................................
Section 8.10 Merger or
Consolidation.........................................
Section 8.11 Authenticating
Agent............................................
Section 8.12 Separate Trustees and
Co-Trustees...............................
Section 8.13 Tax Matters; Compliance with REMIC
Provisions...................
Section 8.14 Monthly
Advances................................................
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the
Seller or Liquidation of All
Mortgage Loans.................................................
Section 9.02 Additional Termination
Requirements.............................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01
Amendment.......................................................
Section 10.02 Recordation of
Agreement........................................
Section 10.03 Limitation on Rights of
Certificateholders......................
Section 10.04 Governing Law;
Jurisdiction.....................................
Section 10.05
Notices.........................................................
Section 10.06 Severability of
Provisions......................................
Section 10.07 Special Notices to Rating
Agencies..............................
Section 10.08 Covenant of
Seller..............................................
Section 10.09
Recharacterization..............................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Cut-Off
Date....................................................
Section 11.02 Cut-Off Date Aggregate
Principal Balance........................
Section 11.03 Original Group I-A
Percentage...................................
Section 11.04 Original Group II-A
Percentage..................................
Section 11.05 Original Principal Balances
of the Classes of Class A
Certificates...................................................
Section 11.06 Original Aggregate Non-PO
Principal Balance.....................
Section 11.07 Original Aggregate Class A
Percentage...........................
Section 11.08 Original Class B Principal
Balance..............................
Section 11.09 Original Principal Balances
of the Classes of Class B
Certificates...................................................
Section 11.10 Original Class B-1 Fractional
Interest..........................
Section 11.11 Original Class B-2 Fractional
Interest..........................
Section 11.12 Original Class B-3 Fractional
Interest..........................
Section 11.13 Original Class B-4 Fractional
Interest..........................
Section 11.14 Original Class B-5 Fractional
Interest..........................
Section 11.15 Original Class B-1
Percentage...................................
Section 11.16 Original Class B-2
Percentage...................................
Section 11.17 Original Class B-3
Percentage...................................
Section 11.18 Original Class B-4
Percentage...................................
Section 11.19 Original Class B-5
Percentage...................................
Section 11.20 Original Class B-6
Percentage...................................
Section 11.21 Closing
Date....................................................
Section 11.22 Right to
Purchase...............................................
Section 11.23 Wire Transfer
Eligibility.......................................
Section 11.24 Single
Certificate..............................................
Section 11.25 Servicing Fee
Rate..............................................
Section 11.26 Master Servicing Fee
Rate.......................................
SCHEDULE I Applicable Unscheduled
Principal Receipt Period
<PAGE>
EXHIBITS
--------
EXHIBIT A-I-A-1 - Form of Face of Class I-A-1
Certificate
EXHIBIT A-I-A-2 - Form of Face of Class I-A-2
Certificate
EXHIBIT A-I-A-3 - Form of Face of Class I-A-3
Certificate
EXHIBIT A-II-A-1 - Form of Face of Class II-A-1
Certificate
EXHIBIT A-II-A-2 - Form of Face of Class II-A-2
Certificate
EXHIBIT A-II-A-3 - Form of Face of Class II-A-3
Certificate
EXHIBIT A-II-A-4 - Form of Face of Class II-A-4
Certificate
EXHIBIT A-II-A-5 - Form of Face of Class II-A-5
Certificate
EXHIBIT A-II-A-6 - Form of Face of Class II-A-6
Certificate
EXHIBIT A-II-A-7 - Form of Face of Class II-A-7
Certificate
EXHIBIT A-II-A-R - Form of Face of Class II-A-R
Certificate
EXHIBIT A-A-PO - Form of Face of Class II-A-PO
Certificate
EXHIBIT B-1
- Form of Face of
Class B-1 Certificate
EXHIBIT B-2
- Form of Face of
Class B-2 Certificate
EXHIBIT B-3
- Form of Face of
Class B-3 Certificate
EXHIBIT B-4
- Form of Face of
Class B-4 Certificate
EXHIBIT B-5
- Form of Face of
Class B-5 Certificate
EXHIBIT B-6
- Form of Face of
Class B-6 Certificate
EXHIBIT C
- Form of Reverse of
Series 2005-11 Certificates
EXHIBIT D
- Reserved
EXHIBIT E
- Custodial
Agreement
EXHIBIT F-1A -
Schedule of Type 1
Mortgage Loans in Loan Group I
EXHIBIT F-1B -
Schedule of Type 1
Mortgage Loans in Loan Group II
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 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 II-A-R Certificate
EXHIBIT J
- Transferee's Letter
(Class [B-4] [B-5] [B-6] Certificates)
EXHIBIT K
- List of Recordation
States
EXHIBIT L
- Servicing
Agreements
EXHIBIT M
- Form of Special
Servicing Agreement
EXHIBIT N
- Form of Initial
Certification of the Custodian
EXHIBIT O
- Form of Final
Certification of the Custodian
EXHIBIT P
Form of Sarbanes Oxley Certification
EXHIBIT Q
- Schedule of Pledged
Asset Mortgage Loans
<PAGE>
This Pooling and Servicing Agreement, dated as of October 28,
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
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.
Accretion Termination Date: With respect to the Class II-A-7
Certificates, the earlier to occur of (i)
the Distribution Date following the
Distribution Date on which the Principal
Balance of the Class II-A-6
Certificates has been reduced to zero or
(ii) the Subordination Depletion Date.
Accrual Certificates:
The Class II-A-7 Certificates.
Accrual Distribution Amount: As to any Distribution Date prior
to
the Accretion Termination Date and the
Accrual Certificates, an amount equal to
the sum of (i) the Group II-A Interest
Percentage of the Accrual Certificates of
the Current Group II-A Interest
Distribution Amount and (ii) the Group II-A
Interest Shortfall Percentage of the
Accrual Certificates of the amount
distributed in respect of the Classes of
Group II-A Certificates pursuant to
Paragraph second clause (B) of Section
4.01(a)(i) on such Distribution Date. As
to any Distribution Date and the Accrual
Certificates on or after the Accretion
Termination Date, zero.
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater
of (A) zero and (B) (i) the Principal
Balance of such Class with respect to such
Distribution Date minus (ii) the
Adjustment Amount for such Distribution
Date less the Principal Balances for any
Classes of Class B Certificates with higher
numerical designations.
Adjustment Amount: For any Distribution Date, the difference
between
(A) the sum of the Aggregate Class A Non-PO
Principal Balance and the Class B
Principal Balance as of the related
Determination Date and (B) the sum of (i)
the sum of the Aggregate Class A Non-PO
Principal Balance and the Class B
Principal Balance as of the Determination
Date succeeding such Distribution Date
and (ii) the aggregate amount that would
have been distributed to all Classes
(other than the Class A-PO Certificates) as
principal in accordance with Section
4.01(a)(i) for such Distribution Date
without regard to the provisos in the
definitions of Class B-1 Optimal Principal
Amount, Class B-2 Optimal Principal
Amount, Class B-3 Optimal Principal Amount,
Class B-4 Optimal Principal Amount,
Class B-5 Optimal Principal Amount and
Class B-6 Optimal Principal Amount.
Aggregate Adjusted Pool Amount: With respect to any
Distribution
Date, the sum of the Group I Adjusted Pool
Amount and Group II Adjusted Pool
Amount.
Aggregate Adjusted Pool Amount (Non-PO Portion): With respect to
any
Distribution Date, the sum of the Group I
Adjusted Pool Amount (Non-PO Portion)
and Group II Adjusted Pool Amount (Non-PO
Portion).
Aggregate Class A Non-PO Principal Balance: With respect to any
Determination Date, the sum of the Group
I-A Non-PO Principal Balance and Group
II-A Non-PO Principal Balance.
Aggregate Class A Principal Balance: With respect to any
Determination Date, the sum of the Group
I-A Principal Balance and Group II-A
Principal Balance.
Aggregate Class A Percentage: As to any Distribution Date, the
percentage obtained by dividing (i) the
Aggregate Class A Non-PO Principal
Balance by (ii) the sum of the Group I Pool
Balance (Non-PO Portion) and the
Group II Pool Balance (Non-PO Portion).
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 Non-PO Principal Balance: As of any Determination
Date,
the sum of the Aggregate Class A Non-PO
Principal Balance and the Class B
Principal Balance as of such date.
Aggregate Subordinate Percentage: As to any Determination Date,
the
Class B Principal Balance divided by the
sum of the Group I Pool Balance (Non-PO
Portion) and the Group II Pool Balance
(Non-PO Portion).
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 B Principal Distribution Amount: As to any
Distribution Date and any Class of Class B
Certificates, the product of (i) the
applicable Class B Principal Distribution
Amount less the amount, if any, that
would have been distributable to such Class
pursuant to Section 4.01(a)(ii) that
is used to pay the Class A-PO Deferred
Amounts as provided in Paragraph fourth
of Section 4.01(a)(i) and (ii) the
Apportionment Fraction for such Class.
Apportionment Fraction: As to any Class of Class B Certificates
and
any Distribution Date occurring prior to
the Subordination Depletion Date and
(i) on or after the Distribution Date on
which the Group I-A Non-PO Principal
Balance has been reduced to zero, a
fraction, the numerator of which is the
applicable Class B Loan Group I Optimal
Principal Amount and the denominator of
which is the applicable Class B Optimal
Principal Amount without regard to the
proviso thereto or (ii) on or after the
Distribution Date on which the Group
II-A Non-PO Principal Balance has been
reduced to zero, a fraction, the
numerator of which is the applicable Class
B Loan Group II Optimal Principal
Amount 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: With respect to any
Distribution Date, the sum of (a) the
Master Servicing Fee for such Distribution
Date, (b) interest earned through the
business day preceding the applicable
Distribution Date on any Prepayments in
Full remitted to the Master Servicer and
(c) the aggregate amount of Month End
Interest remitted by the Servicers to the
Master Servicer pursuant to the related
Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction;
provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss
hereunder so long as the applicable
Servicer has notified the Master Servicer
and the Trustee in writing that such
Servicer is diligently pursuing any
remedies that may exist in connection with
the representations and warranties made
regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not
in default with regard to payments
due thereunder or (B) delinquent payments
of principal and interest under the
related Mortgage Loan and any premiums on
any applicable primary hazard
insurance policy and any related escrow
payments in respect of such Mortgage
Loan are being advanced on a current basis
by such Servicer without giving
effect to any Debt Service Reduction.
Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such
Book-Entry Certificate, as reflected
on the books of the Clearing Agency, or on
the books of a Person maintaining an
account with such Clearing Agency (directly
or as an indirect participant, in
accordance with the rules of such Clearing
Agency), as the case may be.
Book-Entry Certificate: Any one of the Class I-A-1
Certificates,
Class I-A-2 Certificates, Class I-A-3
Certificates, Class II-A-1 Certificates,
Class II-A-2 Certificates, Class II-A-3
Certificates, Class II-A-4 Certificates,
Class II-A-5 Certificates, Class II-A-6
Certificates, Class II-A-7 Certificates,
Class A-PO Certificates, Class B-1
Certificates, Class B-2 Certificates and
Class B-3 Certificates, beneficial
ownership and transfers of which shall be
evidenced by, and made through, book
entries by the Clearing Agency as described
in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or
(ii)
a legal holiday in the City of New York,
State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or
(iii) a day on which banking
institutions in the City of New York, or
the State of Iowa, State of Maryland,
State of Minnesota or State of North
Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The separate trust account established and
maintained by the Master Servicer in the
name of the Master Servicer on behalf
of the Trustee pursuant to Section 3.01.
The Certificate Account shall be an
Eligible Account.
Certificate Custodian: Initially, Wachovia Bank, National
Association; thereafter any other
Certificate Custodian acceptable to The
Depository Trust Company and selected by
the Trustee.
Certificate Register and Certificate Registrar: Respectively,
the
register maintained pursuant to and the
registrar provided for in Section 5.02.
The initial Certificate Registrar is the
Trustee.
Certificateholder or Holder: The Person in whose name a
Certificate
is registered in the Certificate Register,
except that, solely for the purposes
of the taking of any action under Articles
VII or VIII, any Certificate
registered in the name of the Master
Servicer, a Servicer or any affiliate
thereof shall be deemed not to be
outstanding and the Voting Interest evidenced
thereby shall not be taken into account in
determining whether the requisite
percentage of Certificates necessary to
effect any such action has been
obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest
evidenced thereby.
Class 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-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 Amount: With respect to any Determination Date
after the Subordination Depletion Date, the
amount, if any, by which the
Principal Balance of the Class I-A-2
Certificates would be reduced as a result
of the application of the third sentence of
the definition of Principal Balance.
Class I-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-3 and Exhibit C hereto.
Class I-A-3 Certificateholder: The registered holder of a Class
I-A-3 Certificate.
Class I-A-3 Loss Allocation Amount: With respect to any
Determination Date after the Subordination
Depletion Date the lesser of (a) the
Principal Balance of the Class I-A-3
Certificates with respect to such
Determination Date prior to any reduction
for the Class I-A-3 Loss Allocation
Amount and (b) the Class I-A-2 Loss
Amount.
Class I-A-PO Component: One of the components of the Class A-PO
Certificates.
Class I-A-PO 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 the
product of (x) the PO Fraction with
respect to such Group I Mortgage Loan and
(y) the sum of:
(i) the principal portion of the Monthly Payment due on the Due
Date
occurring
in the month of such Distribution Date on such Group I Mortgage
Loan;
(ii) all Unscheduled Principal Receipts (other than Recoveries)
that
were
received by a Servicer with respect to such Group I Mortgage
Loan
during the
Applicable Unscheduled Principal Receipt Period relating to
such
Distribution Date for each applicable type of Unscheduled
Principal
Receipt;
(iii) the Scheduled Principal Balance of each Group I 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 excess of the unpaid principal balance of any Group I
Mortgage
Loan for which a Group I Mortgage Loan was substituted during
the
one month
period ending on the day preceding the Determination Date for
such
Distribution Date occurs over the unpaid principal balance of
the
substituted Group I 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 Group
I Mortgage Loan for which a Group I Mortgage Loan was
substituted; and
(II) the
Class I-A-PO Recovery for such Distribution Date.
Class
I-A-PO Recovery: As to any Distribution Date prior to the
Subordination Depletion Date, the lesser of
(a) the Class A-PO Deferred Amount
for the Class I-A-PO Component for such
Distribution Date (calculated without
regard to the Class I-A-PO Recovery for
such Distribution Date) and (b) an
amount equal to the sum as to each Group I
Mortgage Loan as to which there has
been a Recovery during the Applicable
Unscheduled Principal Receipt Period, of
the product of (x) the PO Fraction with
respect to such Group I Mortgage Loan
and (y) the amount of the Recovery with
respect to such Group I Mortgage Loan.
As to any Distribution Date on or after the
Subordination Depletion Date, the
amount determined in accordance with clause
(b) above.
Class II-A-1 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
A-II-A-1 and Exhibit C hereto.
Class II-A-1 Certificateholder: The registered holder of a
Class
II-A-1 Certificate.
Class II-A-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-II-A-2 and Exhibit C hereto.
Class II-A-2 Certificateholder: The registered holder of a
Class
II-A-2 Certificate.
Class II-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-II-A-3 and Exhibit C hereto.
Class II-A-3 Certificateholder: The registered holder of a
Class
II-A-3 Certificate.
Class II-A-3 Loss Amount: With respect to any Determination
Date
after the Subordination Depletion Date, the
amount, if any, by which the
Principal Balance of the Class II-A-3
Certificates would be reduced as a result
of the application of the third sentence of
the definition of Principal Balance.
Class II-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-II-A-4 and Exhibit C hereto.
Class II-A-4 Certificateholder: The registered holder of a
Class
II-A-4 Certificate.
Class II-A-4 Loss Allocation Amount: With respect to any
Determination Date after the Subordination
Depletion Date the lesser of (a) the
Principal Balance of the Class II-A-4
Certificates with respect to such
Determination Date prior to any reduction
for the Class II-A-4 Loss Allocation
Amount and (b) the sum of the Class II-A-3
Loss Amount and Class II-A-7 Loss
Amount.
Class II-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-II-A-5 and Exhibit C hereto.
Class II-A-5 Certificateholder: The registered holder of a
Class
II-A-5 Certificate.
Class II-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-II-A-6 and Exhibit C hereto.
Class II-A-6 Certificateholder: The registered holder of a
Class
II-A-6 Certificate.
Class II-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-II-A-7 and Exhibit C hereto.
Class II-A-7 Certificateholder: The registered holder of a
Class
II-A-7 Certificate.
Class II-A-7 Loss Amount: With respect to any Determination
Date
after the Subordination Depletion Date, the
amount, if any, by which the
Principal Balance of the Class II-A-7
Certificates would be reduced as a result
of the application of the third sentence of
the definition of Principal Balance.
Class II-A-PO Component: One of the components of the Class
A-PO
Certificates.
Class II-A-PO Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum
of, as to each Group II Mortgage Loan
that is an Outstanding Mortgage Loan, of
the product of (x) the PO Fraction with
respect to such Group II Mortgage Loan and
(y) the sum of:
(i) the principal portion of the Monthly Payment due on the Due
Date
occurring
in the month of such Distribution Date on such Group II
Mortgage
Loan;
(ii) all Unscheduled Principal Receipts (other than Recoveries)
that
were
received by a Servicer with respect to such Group II Mortgage
Loan
during the
Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each
applicable type of Unscheduled Principal
Receipt;
(iii) the Scheduled Principal Balance of each Group II 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 excess of the unpaid principal balance of any Group II
Mortgage
Loan for which a Group II Mortgage Loan was substituted during
the one
month period ending on the day preceding the Determination Date
for such
Distribution Date occurs over the unpaid principal balance of
the
substituted Group II 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 Group
II Mortgage Loan for which a Group II Mortgage Loan was
substituted; and
(II) the Class II-A-PO Recovery for such
Distribution Date.
Class II-A-PO Recovery: As to any Distribution Date prior to
the
Subordination Depletion Date, the lesser of
(a) the Class A-PO Deferred Amount
for the Class II-A-PO Component for such
Distribution Date (calculated without
regard to the Class II-A-PO Recovery for
such Distribution Date) and (b) an
amount equal to the sum as to each Group II
Mortgage Loan as to which there has
been a Recovery during the Applicable
Unscheduled Principal Receipt Period, of
the product of (x) the PO Fraction with
respect to such Group II Mortgage Loan
and (y) the amount of the Recovery with
respect to such Group II Mortgage Loan.
As to any Distribution Date on or after the
Subordination Depletion Date, the
amount determined in accordance with clause
(b) above.
Class II-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-II-A-R and
Exhibit C hereto.
Class II-A-R Certificateholder: The registered holder of the
Class
II-A-R Certificate.
Class A Certificate: Any of the Group I-A Certificates or Group
II-A
Certificates.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Interest Percentage: As to any Distribution Date and
any
Class of Class A Certificates, the
percentage calculated by dividing the
Interest Accrual Amount of such Class
(determined without regard to clause (ii)
of the definition thereof) by the sum of
(a) the Group I-A Interest Accrual
Amount and (b) the Group II-A Interest
Accrual Amount (determined, in each case,
without regard to clause (ii) of the
definition of each Interest Accrual Amount,
as applicable).
Class A Pass-Through Rate: As to the Class I-A-1 Certificates,
Class
I-A-2, Class I-A-3, Class II-A-1, Class
II-A-2, Class II-A-3, Class II-A-4,
Class II-A-5, Class II-A-6, Class II-A-7
and Class II-A-R Certificates, 5.500%
per annum. The Class A-PO Certificates are
not entitled to interest and have no
Class A Pass-Through Rate.
Class A-PO 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-PO and Exhibit C hereto.
Class A-PO Certificateholder: The registered holder of a Class
A-PO
Certificate.
Class A-PO Component: Either of the Class I-A-PO Component or
Class
II-A-PO Component.
Class A-PO Deferred Amount: For any Distribution Date prior to
the
Subordination Depletion Date and either
Class A-PO Component, the difference
between (A) the sum of (x) the amount by
which the sum of the Class A-PO Optimal
Principal Amount for the related Group for
all prior Distribution Dates exceeded
the amounts distributed on the Class A-PO
Certificates with respect to such
Class A-PO Component on such prior
Distribution Dates pursuant to Paragraph
third clause (A) or clause (B), as
applicable, of Section 4.01(a)(i) and (y) the
sum of the product for each Discount
Mortgage Loan in the related Loan Group
which became a Liquidated Loan at any time
on or prior to the last day of the
Applicable Unscheduled Principal Receipt
Period for Full Unscheduled Principal
Receipts for the current Distribution Date
of (a) the PO Fraction for such
Discount Mortgage Loan and (b) an amount
equal to the principal portion of
Realized Losses (other than Bankruptcy
Losses due to Debt Service Reductions)
incurred with respect to such Discount
Mortgage Loan and (B) the sum of (x) the
sum of such Class A-PO Component's PO
Recoveries for such Distribution Date and
prior Distribution Dates and (y) amounts
distributed on the Class A-PO
Certificates with respect to such Class
A-PO Component on prior Distribution
Dates pursuant to Paragraph fourth clause
(A) or clause (B), as applicable, of
Section 4.01(a)(i). On and after the
Subordination Depletion Date, the Class
A-PO Deferred Amount for each Class A-PO
Component will be zero. No interest
will accrue on any Class A-PO Deferred
Amount.
Class A-PO Optimal Principal Amount: For Group 1, the Class
I-A-PO
Optimal Principal Amount and for Group 2,
the Class II-A-PO Optimal Principal
Amount.
Class A Unpaid
Interest Shortfall: As to any Distribution Date and
any Class of Class A Certificates of a
Group, the amount, if any, by which the
aggregate of the Group I-A Interest
Shortfall Amounts or Group II-A Interest
Shortfall Amounts, as applicable, for such
Class (or in the case of the Accrual
Certificates prior to the Accretion
Termination Date, the amount included in the
Accrual Distribution Amount pursuant to
clause (ii) of the definition thereof)
for prior Distribution Dates is in excess
of the amounts distributed in respect
of such Class on prior Distribution Dates
pursuant to Paragraph second clause
(A) or (B), as applicable, of Section
4.01(a)(i).
Class B Certificate: Any one of the Class B-1 Certificates,
Class
B-2 Certificates, Class B-3 Certificates,
Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2,
Class
B-3, Class B-4, Class B-5 or Class B-6
Distribution Amounts.
Class B Interest Accrual Amount: With respect to any
Distribution
Date, the sum of the Interest Accrual
Amounts for the Classes of Class B
Certificates with respect to such
Distribution Date.
Class B Interest Percentage: With respect to any Distribution
Date
and any Class of Class B Certificates, the
percentage calculated by dividing the
Interest Accrual Amount of such Class
(determined without regard to clause (ii)
of the definition thereof) by the Class B
Interest Accrual Amount (determined
without regard to clause (ii) of the
definition of each Interest Accrual
Amount).
Class B Interest Shortfall Amount: Any of the Class B-1
Interest
Shortfall Amount, Class B-2 Interest
Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4 Interest
Shortfall Amount, Class B-5 Interest
Shortfall Amount or Class B-6 Interest
Shortfall Amount.
Class B Loan Group I Optimal Principal Amount: Any of the Class
B-1,
Class B-2, Class B-3, Class B-4, Class B-5
or Class B-6 Loan Group I Optimal
Principal Amounts.
Class B Loan Group II Optimal Principal Amount: Any of the
Class
B-1, Class B-2, Class B-3, Class B-4, Class
B-5 or Class B-6 Loan Group II
Optimal Principal Amounts.
Class B Loss Percentage: With respect to any Determination Date
and
any Class of Class B Certificates then
outstanding, the percentage calculated by
dividing the Principal Balance of such
Class B Certificates by the Class B
Principal Balance (determined without
regard to any Principal Balance of any
Class of Class B Certificates not then
outstanding), in each case determined as
of the preceding Determination Date.
Class B Optimal Principal Amount: Any of the Class B-1, Class
B-2,
Class B-3, Class B-4, Class B-5 or Class
B-6 Optimal Principal Amounts.
Class B Pass-Through Rate: As to any Distribution Date, 5.500%
per
annum.
Class B Principal Balance: As of any date, an amount equal to
the
sum of the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
Class B Principal Distribution Amount: Any of the Class B-1,
Class
B-2, Class B-3, Class B-4, Class B-5 or
Class B-6 Principal Distribution Amount.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid
Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid
Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid
Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
B-1 and Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class
B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the
Class B-1 Certificates pursuant to
Paragraphs first, second and third of
Section 4.01(a)(ii).
Class B-1 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class B-1 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class B-1 Certificates on such
Distribution Date pursuant to Paragraph
first of Section 4.01(a)(ii).
Class B-1 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-1 Optimal
Principal Amount calculated only with
respect to Group I Mortgage Loans and
without regard to the proviso thereto.
Class B-1 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-1 Optimal
Principal Amount calculated only with
respect to Group II Mortgage Loans and
without regard to the proviso thereto.
Class B-1 Optimal Principal Amount: As to any Distribution Date,
an
amount equal to the sum of (I) the sum, as
to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with
respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-1 Percentage (with respect to each such
Group I
Mortgage Loan) or Group II Class B-1 Percentage (with respect
to
each such
Group II Mortgage Loan) of the principal portion of the Monthly
Payment
due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan;
(ii) the Group I Class B-1 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or Group II Class B-1 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan) of all
Unscheduled
Principal Receipts (other than Recoveries) that were received
by a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-1 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or Group II Class B-1 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan) of the
Scheduled
Principal Balance of such Mortgage Loan which, during the one
month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Seller pursuant to
Section 2.02,
2.03 or 3.08; and
(iv) the Group I Class B-1 Percentage (with respect to each
such
Group I
Mortgage Loan) or Group II Class B-1 Percentage (with respect
to
each such
Group II 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 B-1 Prepayment Percentage or Group II Class B-1
Prepayment
Percentage, as applicable, of the Non-PO Recovery for each Loan
Group for
such Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1
Optimal Principal Amount calculated
as described in the preceding provisions
and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Principal Balance: As to the first Determination Date,
the
Original Class B-1 Principal Balance. As of
any subsequent Determination Date,
the Original Class B-1 Principal Balance
less the sum of all amounts previously
distributed in respect of the Class B-1
Certificates on prior Distribution Dates
(A) pursuant to Paragraph third of Section
4.01(a)(ii) (including any principal
otherwise payable to the Class B-1
Certificates used to pay any Class A-PO
Deferred Amounts) and (B) as a result of a
Principal Adjustment; provided,
however, if the Class B-1 Certificates are
the most subordinate Certificates
outstanding, the Class B-1 Principal
Balance will equal the difference, if any,
between the Aggregate Adjusted Pool Amount
(Non-PO Portion) as of the preceding
Distribution Date less the Aggregate Class
A Non-PO Principal Balance as of such
Determination Date.
Class B-1 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the
Holders of the Class B-1 Certificates
pursuant to Paragraph third of Section
4.01(a)(ii).
Class B-1 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in
excess of the amounts distributed in
respect of the Class B-1 Certificates on
prior Distribution Dates pursuant to
Paragraph second of Section
4.01(a)(ii).
Class B-2 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
B-2 and Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class
B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the
Class B-2 Certificates pursuant to
Paragraphs fourth, fifth and sixth of
Section 4.01(a)(ii).
Class B-2
Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual
Amount of the Class B-2 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class B-2 Certificates on such
Distribution Date pursuant to Paragraph
fourth of Section 4.01(a)(ii).
Class B-2 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-2 Optimal
Principal Amount calculated only with
respect to Group I Mortgage Loans and
without regard to the proviso thereto.
Class B-2 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-2 Optimal
Principal Amount calculated only with
respect to Group II Mortgage Loans and
without regard to the proviso thereto.
Class B-2 Optimal Principal Amount: As to any Distribution Date,
an
amount equal to the sum of (I) the sum, as
to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with
respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-2 Percentage (with respect to each such
Group I
Mortgage Loan) or Group II Class B-2 Percentage (with respect
to
each such
Group II Mortgage Loan) of the principal portion of the Monthly
Payment
due on the Due Date occurring in the month of such Distribution
Date on
such Mortgage Loan;
(ii) the Group I Class B-2 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or Group II Class B-2 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were
received
by a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-2 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or Group II Class B-2 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan) of the
Scheduled
Principal Balance of such Mortgage Loan which, during the one
month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Seller pursuant to
Section 2.02,
2.03 or
3.08; and
(iv) the Group I Class B-2 Percentage (with respect to each
such
Group I
Mortgage Loan) or Group II Class B-2 Percentage (with respect
to
each such
Group II 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 B-2 Prepayment Percentage or Group II Class B-2
Prepayment
Percentage, as applicable, of the Non-PO Recovery for each Loan
Group for
such Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2
Optimal Principal Amount calculated
as described in the preceding provisions
and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Principal Balance: As to the first Determination Date,
the
Original Class B-2 Principal Balance. As of
any subsequent Determination Date,
the Original Class B-2 Principal Balance
less the sum of all amounts previously
distributed in respect of the Class B-2
Certificates on prior Distribution Dates
(A) pursuant to Paragraph sixth of Section
4.01(a)(ii) (including any principal
otherwise payable to the Class B-2
Certificates used to pay any Class A-PO
Deferred Amounts) and (B) as a result of a
Principal Adjustment; provided,
however, if the Class B-2 Certificates are
the most subordinate Certificates
outstanding, the Class B-2 Principal
Balance will equal the difference, if any,
between the Aggregate Adjusted Pool Amount
(Non-PO Portion) as of the preceding
Distribution Date less the sum of the
Aggregate Class A Non-PO Principal Balance
and the Class B-1 Principal Balance as of
such Determination Date.
Class B-2 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the
Holders of the Class B-2 Certificates
pursuant to Paragraph sixth of Section
4.01(a)(ii).
Class B-2 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in
excess of the amounts distributed in
respect of the Class B-2 Certificates on
prior Distribution Dates pursuant to
Paragraph fifth of Section 4.01(a)(ii).
Class B-3 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
B-3 and Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class
B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the
Class B-3 Certificates pursuant to
Paragraphs seventh, eighth and ninth of
Section 4.01(a)(ii).
Class B-3 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class B-3 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class B-3 Certificates on such
Distribution Date pursuant to Paragraph
seventh of Section 4.01(a)(ii).
Class B-3 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-3 Optimal
Principal Amount calculated only with
respect to Group I Mortgage Loans and
without regard to the proviso thereto.
Class B-3 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-3 Optimal
Principal Amount calculated only with
respect to Group II Mortgage Loans and
without regard to the proviso thereto.
Class B-3 Optimal Principal Amount: As to any Distribution Date,
an
amount equal to the sum of (I) the sum, as
to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with
respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-3 Percentage (with respect to each such
Group I
Mortgage Loan) or Group II Class B-3 Percentage (with respect
to
each such
Group II Mortgage Loan) of the principal portion of the Monthly
Payment
due on the Due Date occurring in the month of such Distribution
Date on
such Mortgage Loan;
(ii) the Group I Class B-3 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or Group II Class B-3 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were
received
by a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-3 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or Group II Class B-3 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan) of the
Scheduled
Principal Balance of such Mortgage Loan which, during the one
month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Seller pursuant to
Section 2.02,
2.03 or
3.08; and
(iv)
the Group I Class B-3 Percentage (with respect to each such
Group I
Mortgage Loan) or Group II Class B-3 Percentage (with respect
to
each such
Group II 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 B-3 Prepayment Percentage or Group II Class B-3
Prepayment
Percentage, as applicable, of the Non-PO Recovery for each Loan
Group for
such Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3
Optimal Principal Amount calculated
as described in the preceding provisions
and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Principal Balance: As to the first Determination Date,
the
Original Class B-3 Principal Balance. As of
any subsequent Determination Date,
the Original Class B-3 Principal Balance
less the sum of all amounts previously
distributed in respect of the Class B-3
Certificates on prior Distribution Dates
(A) pursuant to Paragraph ninth of Section
4.01(a)(ii) (including any principal
otherwise payable to the Class B-3
Certificates used to pay any Class A-PO
Deferred Amounts) and (B) as a result of a
Principal Adjustment; provided,
however, if the Class B-3 Certificates are
the most subordinate Certificates
outstanding, the Class B-3 Principal
Balance will equal the difference, if any,
between the Aggregate Adjusted Pool Amount
(Non-PO Portion) as of the preceding
Distribution Date less the sum of the
Aggregate Class A Non-PO Principal
Balance, the Class B-1 Principal Balance
and the Class B-2 Principal Balance as
of such Determination Date.
Class B-3 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the
Holders of the Class B-3 Certificates
pursuant to Paragraph ninth of Section
4.01(a)(ii).
Class B-3 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in
excess of the amounts distributed in
respect of the Class B-3 Certificates on
prior Distribution Dates pursuant to
Paragraph eighth of Section
4.01(a)(ii).
Class B-4 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
B-4 and Exhibit C hereto.
Class B-4
Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the
Class B-4 Certificates pursuant to
Paragraphs tenth, eleventh, and twelfth of
Section 4.01(a)(ii).
Class B-4 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class B-4 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class B-4 Certificates on such
Distribution Date pursuant to Paragraph
tenth of Section 4.01(a)(ii).
Class B-4 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-4 Optimal
Principal Amount calculated only with
respect to Group I Mortgage Loans and
without regard to the proviso thereto.
Class B-4 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-4 Optimal
Principal Amount calculated only with
respect to Group II Mortgage Loans and
without regard to the proviso thereto.
Class B-4 Optimal Principal Amount: As to any Distribution Date,
an
amount equal to the sum of (I) the sum, as
to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with
respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-4 Percentage (with respect to each such
Group I
Mortgage Loan) or Group II Class B-4 Percentage (with respect
to
each such
Group II Mortgage Loan) of the principal portion of the Monthly
Payment
due on the Due Date occurring in the month of such Distribution
Date on
such Mortgage Loan;
(ii) the Group I Class B-4 Prepayment Percentage (with respect
to
each such Group I Mortgage
Loan) or Group II Class B-4 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were
received
by a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-4 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or Group II Class B-4 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan) of the
Scheduled
Principal Balance of such Mortgage Loan which, during the one
month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Seller pursuant to
Section 2.02,
2.03 or
3.08; and
(iv) the Group I Class B-4 Percentage (with respect to each
such
Group I
Mortgage Loan) or Group II Class B-4 Percentage (with respect
to
each such
Group II 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 B-4 Prepayment Percentage or Group II Class B-4
Prepayment
Percentage, as applicable, of the Non-PO Recovery for each Loan
Group for
such Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4
Optimal Principal Amount calculated
as described in the preceding provisions
and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Principal Balance: As to the first Determination Date,
the
Original Class B-4 Principal Balance. As of
any subsequent Determination Date,
the Original Class B-4 Principal Balance
less the sum of all amounts previously
distributed in respect of the Class B-4
Certificates on prior Distribution Dates
(A) pursuant to Paragraph twelfth of
Section 4.01(a)(ii) (including any
principal otherwise payable to the Class
B-4 Certificates used to pay any Class
A-PO Deferred Amounts) and (B) as a result
of a Principal Adjustment; provided,
however, if the Class B-4 Certificates are
the most subordinate Certificates
outstanding, the Class B-4 Principal
Balance will equal the difference, if any,
between the Aggregate Adjusted Pool Amount
(Non-PO Portion) as of the preceding
Distribution Date less the sum of the
Aggregate Class A Non-PO Principal
Balance, the Class B-1 Principal Balance,
the Class B-2 Principal Balance and
the Class B-3 Principal Balance as of such
Determination Date.
Class B-4 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the
Holders of the Class B-4 Certificates
pursuant to Paragraph twelfth of Section
4.01(a)(ii).
Class B-4 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in
excess of the amounts distributed in
respect of the Class B-4 Certificates on
prior Distribution Dates pursuant to
Paragraph eleventh of Section
4.01(a)(ii).
Class B-5 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
B-5 and Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class
B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the
Class B-5 Certificates pursuant to
Paragraphs thirteenth, fourteenth, and
fifteenth of Section 4.01(a)(ii).
Class B-5 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class B-5 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class B-5 Certificates on such
Distribution Date pursuant to Paragraph
thirteenth of Section 4.01(a)(ii).
Class B-5 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-5 Optimal
Principal Amount calculated only with
respect to Group I Mortgage Loans and
without regard to the proviso thereto.
Class B-5 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-5 Optimal
Principal Amount calculated only with
respect to Group II Mortgage Loans and
without regard to the proviso thereto.
Class B-5 Optimal Principal Amount: As to any Distribution Date,
an
amount equal to the sum of (I) the sum, as
to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with
respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-5 Percentage (with respect to each such
Group I
Mortgage Loan) or Group II Class B-5 Percentage (with respect
to
each such
Group II Mortgage Loan) of the principal portion of the Monthly
Payment
due on the Due Date occurring in the month of such Distribution
Date on
such Mortgage Loan;
(ii) the Group I Class B-5 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or Group II Class B-5 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were
received
by a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-5 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or Group II Class B-5 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan) of the
Scheduled
Principal Balance of such Mortgage Loan which, during the one
month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Seller pursuant to
Section 2.02,
2.03 or
3.08; and
(iv) the Group I Class B-5 Percentage (with respect to each
such
Group I
Mortgage Loan) or Group II Class B-5 Percentage (with respect
to
each such
Group II 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 B-5 Prepayment Percentage or Group II Class B-5
Prepayment
Percentage, as applicable, of the Non-PO Recovery for each Loan
Group for
such Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5
Optimal Principal Amount calculated
as described in the preceding provisions
and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Principal Balance: As to the first Determination Date,
the
Original Class B-5 Principal Balance. As of
any subsequent Determination Date,
the Original Class B-5 Principal Balance
less the sum of all amounts previously
distributed in respect of the Class B-5
Certificates on prior Distribution Dates
(A) pursuant to Paragraph fifteenth of
Section 4.01(a)(ii) (including any
principal otherwise payable to the Class
B-5 Certificates used to pay any Class
A-PO Deferred Amounts) and (B) as a result
of a Principal Adjustment; provided,
however, if the Class B-5 Certificates are
the most subordinate Certificates
outstanding, the Class B-5 Principal
Balance will equal the difference, if any,
between the Aggregate Adjusted Pool Amount
(Non-PO Portion) as of the preceding
Distribution Date less the sum of the
Aggregate Class A Non-PO Principal
Balance, the Class B-1 Principal Balance,
the Class B-2 Principal Balance, the
Class B-3 Principal Balance and the Class
B-4 Principal Balance as of such
Determination Date.
Class B-5 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the
Holders of the Class B-5 Certificates
pursuant to Paragraph fifteenth of Section
4.01(a)(ii).
Class B-5 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in
excess of the amounts distributed in
respect of the Class B-5 Certificates on
prior Distribution Dates pursuant to
Paragraph fourteenth of Section
4.01(a)(ii).
Class B-6
Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
B-6 and Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class
B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the
Class B-6 Certificates pursuant to
Paragraphs sixteenth, seventeenth and
eighteenth of Section 4.01(a)(ii).
Class B-6 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class B-6 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class B-6 Certificates on such
Distribution Date pursuant to Paragraph
sixteenth of Section 4.01(a)(ii).
Class B-6 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-6 Optimal
Principal Amount calculated only with
respect to Group I Mortgage Loans and
without regard to the proviso thereto.
Class B-6 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-6 Optimal
Principal Amount calculated only with
respect to Group II Mortgage Loans and
without regard to the proviso thereto.
Class B-6 Optimal Principal Amount: As to any Distribution Date,
an
amount equal to the sum of (I) the sum, as
to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with
respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-6 Percentage (with respect to each such
Group I
Mortgage Loan) or Group II Class B-6 Percentage (with respect
to
each such
Group II Mortgage Loan) of the principal portion of the Monthly
Payment
due on the Due Date occurring in the month of such Distribution
Date on
such Mortgage Loan;
(ii) the Group I Class B-6 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or Group II Class B-6 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were
received
by a
Servicer with respect to such Mortgage Loan during the
Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-6 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) or Group II Class B-6 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan) of the
Scheduled
Principal Balance of such Mortgage Loan which, during the one
month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Seller pursuant to
Section 2.02,
2.03 or
3.08; and
(iv) the Group I Class B-6 Percentage (with respect to each
such
Group I
Mortgage Loan) or Group II Class B-6 Percentage (with respect
to
each such
Group II 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 B-6 Prepayment Percentage or Group II Class B-6
Prepayment
Percentage, as applicable, of the Non-PO Recovery for each Loan
Group for
such Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6
Optimal Principal Amount calculated
as described in the preceding provisions
and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Principal Balance: As to the first Determination Date,
the
Original Class B-6 Principal Balance. As of
any subsequent Determination Date,
the Original Class B-6 Principal Balance
less the sum of all amounts previously
distributed in respect of the Class B-6
Certificates on prior Distribution Dates
pursuant to Paragraph eighteenth of Section
4.01(a)(ii) (including any principal
otherwise payable to the Class B-6
Certificates used to pay any Class A-PO
Deferred Amounts); provided, however, if
the Class B-6 Certificates are
outstanding, the Class B-6 Principal
Balance will equal the difference, if any,
between the Aggregate Adjusted Pool Amount
(Non-PO Portion) as of the preceding
Distribution Date less the sum of the
Aggregate Class A Non-PO Principal
Balance, the Class B-1 Principal Balance,
the Class B-2 Principal Balance, the
Class B-3 Principal Balance, the Class B-4
Principal Balance and the Class B-5
Principal Balance as of such Determination
Date.
Class B-6 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the
Holders of the Class B-6 Certificates
pursuant to Paragraph eighteenth of Section
4.01(a)(ii).
Class B-6 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in
excess of the amounts distributed in
respect of the Class B-6 Certificates on
prior Distribution Dates pursuant to
Paragraph 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 11.21.
Code: The Internal Revenue Code of 1986, as it may be amended
from
time to time, any successor statutes
thereto, and applicable U.S. Department of
the Treasury temporary or final regulations
promulgated thereunder.
Compensating Interest: With respect to any Distribution Date,
the
least of (a) the aggregate Prepayment
Interest Shortfall on the Mortgage Loans
for such Distribution Date, (b) the product
of (i) 1/12th of 0.20% and (ii) the
Pool Scheduled Principal Balance for such
Distribution Date and (c) the
Available Master Servicing Compensation for
such Distribution Date.
Component: The Class I-A-PO Component or Class II-A-PO
Component.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trustee at
which
at any particular time its corporate trust
business shall be administered, which
office, at the date of the execution of
this instrument, is located at 401 South
Tryon Street, Charlotte, North Carolina
28288.
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 B-1 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date,
the percentage obtained by dividing
the sum of the Principal Balances of the
Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the
Aggregate Non-PO Principal Balance. As to
the first Distribution Date, the Original
Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date,
the percentage obtained by dividing
the sum of the Principal Balances of the
Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the Aggregate
Non-PO Principal Balance. As to the
first Distribution Date, the Original Class
B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date,
the percentage obtained by dividing
the sum of the Principal Balances of the
Class B-4, Class B-5 and Class B-6
Certificates by the Aggregate Non-PO
Principal Balance. As to the first
Distribution Date, the Original Class B-3
Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date,
the percentage obtained by dividing
the sum of the Principal Balances of the
Class B-5 and Class B-6 Certificates by
the Aggregate Non-PO Principal Balance. As
to the first Distribution Date, the
Original Class B-4 Fractional Interest.
Current Class B-5 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date,
the percentage obtained by dividing
the Principal Balance of the Class B-6
Certificates by the Aggregate Non-PO
Principal Balance. As to the first
Distribution Date, the Original Class 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.
Curtailment: Any Principal Prepayment made by a Mortgagor which
is
not a Prepayment in Full.
Curtailment Interest Shortfall: On any Distribution Date with
respect to a Group I or Group II Mortgage
Loan which was the subject of a
Curtailment:
(A) in the case
where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Curtailment is
received by the Servicer on or after the Determination Date in
the month preceding the month of such Distribution Date but
prior to the first day of the month of such Distribution Date,
the amount of interest that would have accrued at the Net
Mortgage Interest Rate on the amount of such Curtailment from
the day of its receipt or, if earlier, its application by the
Servicer through the last day of the month preceding the month
of such Distribution Date; and
(B) in the case
where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Curtailment
is received by the Servicer during the month preceding the
month of such Distribution Date, the amount of interest that
would have accrued at the Net Mortgage Interest Rate on the
amount of such Curtailment from the day of its receipt or, if
earlier, its application by the Servicer through the last day
of the month in which such Curtailment is received.
Custodial Agreement: The Custodial Agreement, dated as of
October
28, 2005, among the Custodian, the Seller,
the Master Servicer and the Trustee,
which agreement is attached hereto as
Exhibit E, as the same may be amended or
modified from time to time in accordance
with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as
defined in each
of the Servicing Agreements, with respect
to the Mortgage Loans. In determining
whether the Custodial P&I Account under
any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required
by the definition of "Eligible
Account" contained in the Servicing
Agreements), the Master Servicer shall
require that any such account shall be
acceptable to each of the Rating
Agencies.
Custodian: Wells Fargo Bank, or its successor in interest under
the
Custodial Agreement. Initially, the
custodial functions shall be performed by
the Corporate Trust Services division of
Wells Fargo Bank.
Cut-Off Date: The first day of the month of initial issuance of
the
Certificates as set forth in Section
11.01.
Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the
Mortgage Loans as set forth in Section
11.02.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its
unpaid
principal balance as of the close of
business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal
Receipts received or applied on the
Cut-Off Date), reduced by all payments of
principal due on or before the Cut-Off
Date and not paid, and increased by
scheduled monthly payments of principal due
after the Cut-Off Date but received by the
related Servicer on or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment
for such Mortgage Loan by a court of
competent jurisdiction in a proceeding
under the Bankruptcy Code, except such a
reduction constituting a Deficient
Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation
by a court of competent jurisdiction of the
Mortgaged Property in an amount less
than the then-outstanding indebtedness
under the Mortgage Loan, or any reduction
in the amount of principal to be paid in
connection with any scheduled Monthly
Payment that results in a permanent
forgiveness of principal, which valuation or
reduction results from a proceeding under
the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate representing the principal
portion of the Cut-Off Date Aggregate
Principal Balance evidenced by such
Certificate.
Determination Date: The 17th day of the month in which the
related
Distribution Date occurs, or if such 17th
day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Group I Discount Mortgage Loan or Group
II
Discount Mortgage Loan.
Distribution Date: The 25th day of any month, beginning in the
month
following the month of initial issuance of
the Certificates, or if such 25th day
is not a Business Day, the Business Day
following such 25th day.
Distribution Date Statement: As defined in Section 4.04(a).
Document
Transfer Event: The 60th day following the day on which
either (i) Wells Fargo Bank is no longer
the Servicer of any of the Mortgage
Loans or (ii) the senior, unsecured
long-term debt rating of Wells Fargo &
Company is less than "BBB-" by Fitch.
Due Date: With respect to any Mortgage Loan, the day of the month
in
which the Monthly Payment on such Mortgage
Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained
with
a depository institution (which may be the
Master Servicer) whose long-term debt
obligations (or, in the case of a
depository institution which is part of a
holding company structure, the long-term
debt obligations of such parent holding
company) at the time of deposit therein are
rated at least "AA" (or the
equivalent) by each Rating Agency, (ii) the
deposits in which are fully insured
by the FDIC through either the Bank
Insurance Fund or the Savings Association
Insurance Fund, (iii) the deposits in which
are insured by the FDIC through
either the Bank Insurance Fund or the
Savings Association Insurance Fund (to the
limit established by the FDIC) and the
uninsured deposits in which accounts are
otherwise secured, as evidenced by an
Opinion of Counsel delivered to the
Trustee, such that the Trustee, on behalf
of the Certificateholders has a claim
with respect to the funds in such accounts
or a perfected first security
interest against any collateral securing
such funds that is superior to claims
of any other depositors or creditors of the
depository institution with which
such accounts are maintained, (iv) that are
trust accounts maintained with the
trust department of a federal or state
chartered depository institution or trust
company acting in its fiduciary capacity or
(v) such other account that is
acceptable to each of the Rating Agencies
and would not cause the Trust Estate
to fail to qualify as a REMIC or result in
the imposition of any federal tax on
the REMIC.
Eligible Investments: At any time, any one or more of the
following
obligations and securities which shall
mature not later than the Business Day
preceding the Distribution Date next
succeeding the date of such investment,
provided that such investments continue to
qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof,
provided such obligations are backed by the full faith and
credit
of the
United States of America;
(ii) general obligations of or obligations guaranteed by any
state
of the
United States of America or the District of Columbia receiving
the
highest
short-term or highest long-term rating of each Rating Agency,
or
such lower
rating as would not result in the downgrading or withdrawal of
the rating
then assigned to any of the Certificates by either Rating
Agency or
result in any of such rated Certificates being placed on credit
review
status (other than for possible upgrading) by either Rating
Agency;
(iii) commercial or finance company paper which is then rated in
the
highest
long-term commercial or finance company paper rating category
of
each
Rating Agency or the highest short-term rating category of each
Rating Agency,
or such lower rating category as would not result in the
downgrading or withdrawal of the rating then assigned to any of
the
Certificates by either Rating Agency or result in any of such
rated
Certificates being placed on credit review status (other than for
possible
upgrading)
by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal
funds
or
banker's acceptances issued by any depository institution or
trust
company
incorporated under the laws of the United States or of any
state
thereof
and subject to supervision and examination by federal and/or
state
banking
authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in
the
case of
the principal depository institution in a holding company
system,
the
commercial paper or debt obligations of such holding company) are
then
rated in
the highest short-term or the highest long-term rating category
for such
securities of each of the Rating Agencies, or such lower rating
categories
as would not result in the downgrading or withdrawal of the
rating
then assigned to any of the Certificates by either Rating Agency
or
result in
any of such rated Certificates being placed on credit review
status
(other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank,
insurance
company or
other corporation acceptable to each Rating Agency at the time
of the
issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security
described in clauses (i) or (ii) above or any other security
issued or
guaranteed by an agency or instrumentality of the United States
of
America, in either case entered into with a depository institution
or
trust
company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by
any
corporation incorporated under the laws of the United States of
America or
any state
thereof which, at the time of such investment or contractual
commitment
providing for such investment, are then rated in the highest
short-term
or the highest long-term rating category by each Rating Agency,
or in such
lower rating category as would not result in the downgrading or
withdrawal
of the rating then assigned to any of the Certificates by
either
Rating Agency or result in any of such rated Certificates being
placed on
credit review status (other than for possible upgrading) by
either
Rating Agency;
(viii) such other investments acceptable to each Rating Agency
as
would not
result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such
rated
Certificates being placed on credit review status (other than for
possible
upgrading)
by either Rating Agency; and
(ix) any mutual fund, money market fund, common trust fund or
other
pooled
investment vehicle, the assets of which are limited to
instruments
that
otherwise would constitute Eligible Investments hereunder,
including
any such
fund that is managed by the Trustee or Master Servicer or any
affiliate
of the Trustee or Master Servicer or for which the Trustee or
Master Servicer or any of its
affiliates acts as an adviser as long as
such fund
is rated in at least the highest rating category by each Rating
Agency.
In no event shall an instrument be an Eligible Investment if
such
instrument evidences either (i) a right to
receive only interest payments with
respect to the obligations underlying such
instrument, or (ii) both principal
and interest payments derived from
obligations underlying such instrument and
the interest and principal payments with
respect to such instrument provide a
yield to maturity at the date of investment
of greater than 120% of the yield to
maturity at par of such underlying
obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the
Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Exchange Act: The
Securities Exchange Act of 1934, as amended.
FDIC: The Federal Deposit Insurance Corporation or any
successor
thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the
final
distribution in respect of the Certificates
is made pursuant to Section 9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date
for
each Class of Class A Certificates (other
than the Class II-A-6 Certificates)
and Class B Certificates is November 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. The Final
Scheduled Maturity Date for the
Class II-A-6 Certificates is September 25,
2016.
Fitch: Fitch Ratings, or its successor in interest.
Fixed Retained Yield: The fixed percentage of interest on each
Mortgage Loan with a Mortgage Interest Rate
greater than the sum of (a) 5.500%,
(b) the applicable Servicing Fee Rate and
(c) the Master Servicing Fee Rate,
which will be determined on a loan by loan
basis and will equal the Mortgage
Interest Rate on each Mortgage Loan minus
the sum of the rates described above
in clauses (a), (b) and (c), which is not
assigned to and not part of the Trust
Estate.
Fixed Retained Yield Rate: With respect to each Mortgage Loan, a
per
annum rate equal to the greater of (a) zero
and (b) the Mortgage Interest Rate
on such Mortgage Loan minus the sum of (a)
5.500%, (b) the applicable Servicing
Fee Rate and (c) the Master Servicing Fee
Rate.
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.
Group: Either of Group I or Group II.
Group I:
The Group I-A Certificates and the Class I-A-PO Component.
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 Adjusted Pool Amount (Non-PO Portion): With respect to
any
Distribution Date, the difference between
the Group I Adjusted Pool Amount and
the Group I Adjusted Pool Amount (PO
Portion).
Group I Adjusted Pool Amount (PO Portion): With respect to any
Distribution Date, the sum of the amounts,
calculated as follows, with respect
to all Outstanding Mortgage Loans that are
Group I Mortgage Loans: the product
of (i) the PO Fraction for each such Group
I Mortgage Loan and (ii) the
remainder of (A) the Cut-Off Date Principal
Balance of such Mortgage Loan minus
(B) the sum of (x) all amounts in respect
of principal received in respect of
such Group I Mortgage Loan (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, (y) the principal
portion of any Liquidated Loan Losses
incurred on such Group I Mortgage Loans
for which 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 (z) 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 of the Group I Class B-1
Percentage,
Group I Class B-2 Percentage, Group I Class
B-3 Percentage, Group I Class B-4
Percentage, Group I Class B-5 Percentage or
Group I Class B-6 Percentage.
Group I Class B Prepayment Percentage: Any of the Group I Class
B-1
Prepayment Percentage, Group I Class B-2
Prepayment Percentage, Group I Class
B-3 Prepayment Percentage, Group I Class
B-4 Prepayment Percentage, Group I
Class B-5 Prepayment Percentage or Group I
Class B-6 Prepayment Percentage.
Group I Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the
Group I Subordinated Percentage by
either (i) if any Class B Certificates
(other than the Class B-1 Certificates)
are eligible to receive principal
distributions for such Distribution Date in
accordance with Section 4.01(d), a
fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the sum of the Principal
Balances of the Classes of Class B
Certificates eligible to receive principal
distributions for such Distribution Date in
accordance with the provisions of
Section 4.01(d) or (ii) except as set forth
in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than
the Class B-1 Certificates) are not
eligible to receive distributions of
principal in accordance with Section
4.01(d)(i), one.
Group I Class B-1 Prepayment Percentage: As to any Distribution
Date, the percentage calculated by
multiplying the Group I Subordinated
Prepayment Percentage by either (i) if any
Class B Certificates (other than the
Class B-1 Certificates) are eligible to
receive principal distributions for such
Distribution Date in accordance with
Section 4.01(d), a fraction, the numerator
of which is the Class B-1 Principal Balance
(determined as of the Determination
Date preceding such Distribution Date) and
the denominator of which is the sum
of the Principal Balances of the Classes of
Class B Certificates eligible to
receive principal distributions for such
Distribution Date in accordance with
the provisions of Section 4.01(d) or (ii)
except as set forth in Section
4.01(d)(ii), in the event that the Class B
Certificates (other than the Class
B-1 Certificates) are not eligible to
receive distributions of principal in
accordance with Section 4.01(d)(i),
one.
Group I Class B-2 Percentage: As to any Distribution Date, except
as
set forth in the next sentence, the
percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a
fraction, the numerator of which is
the Class B-2 Principal Balance (determined
as of the Determination Date
preceding such Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of Class
B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except as
set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates
are not eligible to receive
distributions of principal in accordance
with Section 4.01(d)(i), the Group I
Class B-2 Percentage for such Distribution
Date will be zero.
Group I Class B-2 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group I Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-2 Principal Balance (determined
as of the Determination Date preceding such
Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of
Class B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the
event that the Class B-2
Certificates are not eligible to receive
distributions of principal in
accordance with Section 4.01(d)(i), the
Group I Class B-2 Prepayment Percentage
for such Distribution Date will be
zero.
Group I Class B-3 Percentage: As to any Distribution Date, except
as
set forth in the next sentence, the
percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a
fraction, the numerator of which is
the Class B-3 Principal Balance (determined
as of the Determination Date
preceding such Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of Class
B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except as
set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates
are not eligible to receive
distributions of principal in accordance
with Section 4.01(d)(i), the Group I
Class B-3 Percentage for such Distribution
Date will be zero.
Group I Class B-3 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group I Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-3 Principal Balance (determined
as of the Determination Date preceding such
Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of
Class B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the
event that the Class B-3
Certificates are not eligible to receive
distributions of principal in
accordance with Section 4.01(d)(i), the
Group I Class B-3 Prepayment Percentage
for such Distribution Date will be
zero.
Group I Class B-4 Percentage: As to any Distribution Date, except
as
set forth in the next sentence, the
percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a
fraction, the numerator of which is
the Class B-4 Principal Balance (determined
as of the Determination Date
preceding such Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of Class
B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except as
set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates
are not eligible to receive
distributions of principal in accordance
with Section 4.01(d)(i), the Group I
Class B-4 Percentage for such Distribution
Date will be zero.
Group I Class B-4 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group I Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-4 Principal Balance (determined
as of the Determination Date preceding such
Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of
Class B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the
event that the Class B-4
Certificates are not eligible to receive
distributions of principal in
accordance with Section 4.01(d)(i), the
Group I Class B-4 Prepayment Percentage
for such Distribution Date will be
zero.
Group I Class B-5 Percentage: As to any Distribution Date, except
as
set forth in the next sentence, the
percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a
fraction, the numerator of which is
the Class B-5 Principal Balance (determined
as of the Determination Date
preceding such Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of Class
B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except as
set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates
are not eligible to receive
distributions of principal in accordance
with Section 4.01(d)(i), the Group I
Class B-5 Percentage for such Distribution
Date will be zero.
Group I Class B-5 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group I Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-5 Principal Balance (determined
as of the Determination Date preceding such
Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of
Class B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the
event that the Class B-5
Certificates are not eligible to receive
distributions of principal in
accordance with Section 4.01(d)(i), the
Group I Class B-5 Prepayment Percentage
for such Distribution Date will be
zero.
Group I Class B-6 Percentage: As to any Distribution Date, except
as
set forth in the next sentence, the
percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a
fraction, the numerator of which is
the Class B-6 Principal Balance (determined
as of the Determination Date
preceding such Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of Class
B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except as
set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates
are not eligible to receive
distributions of principal in accordance
with Section 4.01(d)(i), the Group I
Class B-6 Percentage for such Distribution
Date will be zero.
Group I Class B-6 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group I Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-6 Principal Balance (determined
as of the Determination Date preceding such
Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of
Class B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the
event that the Class B-6
Certificates are not eligible to receive
distributions of principal in
accordance with Section 4.01(d)(i), the
Group I Class B-6 Prepayment Percentage
for such Distribution Date will be
zero.
Group I Discount Mortgage Loan: A Group I Mortgage Loan with a
Net
Mortgage Interest Rate of less than
5.500%.
Group I Mortgage Loans: Those Mortgage Loans listed on Exhibit
F-1A
and F-2A attached hereto.
Group I Pool Balance (Non-PO Portion): As of any Distribution
Date,
the sum of the amounts for each Group I
Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the
Non-PO Fraction for such Mortgage Loan
and (ii) the Scheduled Principal Balance of
such Mortgage Loan.
Group I Pool Balance (PO Portion): As of any Distribution Date,
the
sum of the amounts for each Group I
Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the PO
Fraction for such Mortgage Loan and
(ii) the Scheduled Principal Balance of
such Mortgage Loan.
Group I Pool Distribution Amount: As of any Distribution Date,
the
funds eligible for distribution to the
Group I-A Certificates, Class 1-A-PO
Component and Class B Certificates on such
Distribution Date, which shall be the
sum of (i) all previously undistributed
payments or other receipts on account of
principal and interest on or in respect of
the 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)(ii) 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 represents (i) the Fixed Retained Yield, if
any, (ii)
the applicable Servicing Fee and (iii) 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 (i) the Fixed
Retained
Yield, if any, (ii) the applicable Servicing Fee and (iii) the
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 Pool Scheduled Principal Balance: As to any
Distribution
Date, the aggregate Scheduled Principal
Balance 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 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 II: The Group II-A Certificates and the Class II-A-PO
Component.
Group II
Adjusted Pool Amount: With respect to any Distribution
Date, the aggregate of the Cut-Off Date
Principal Balances of the Group II
Mortgage Loans minus the sum of (i) all
amounts in respect of principal received
in respect of the Group II Mortgage Loans
(including, without limitation,
amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal
Amounts) and distributed to Holders of the
Certificates on such Distribution Date and
all prior Distribution Dates, (ii)
the principal portion of all Liquidated
Loan Losses incurred on such Group II
Mortgage Loans for which the Liquidation
Proceeds were received from the Cut-Off
Date through the end of Applicable
Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal
Receipts for such Distribution Date and
(iii) the principal portion of all
Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Group II
Mortgage Loans from the Cut-Off Date
through the end of the period corresponding
to the Applicable Unscheduled
Principal Receipt Period with respect to
Full Unscheduled Principal Receipts for
such Distribution Date.
Group II Adjusted Pool Amount (Non-PO Portion): With respect to
any
Distribution Date, the difference between
the Group II Adjusted Pool Amount and
the Group II Adjusted Pool Amount (PO
Portion).
Group II Adjusted Pool Amount (PO Portion): With respect to any
Distribution Date, the sum of the amounts,
calculated as follows, with respect
to all Outstanding Mortgage Loans that are
Group II Mortgage Loans: the product
of (i) the PO Fraction for each such Group
II Mortgage Loan and (ii) the
remainder of (A) the Cut-Off Date Principal
Balance of such Mortgage Loan minus
(B) the sum of (x) all amounts in respect
of principal received in respect of
such Group II Mortgage Loan (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, (y) the principal
portion of any Liquidated Loan Losses
incurred on such Group II Mortgage Loans
for which 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 (z) 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 B-1
Percentage, Group II Class B-2 Percentage,
Group II Class B-3 Percentage, Group
II Class B-4 Percentage, Group II Class B-5
Percentage or Group II Class B-6
Percentage.
Group II Class B Prepayment Percentage: Any of the Group II
Class
B-1 Prepayment Percentage, Group II Class
B-2 Prepayment Percentage, Group II
Class B-3 Prepayment Percentage, Group II
Class B-4 Prepayment Percentage, Group
II Class B-5 Prepayment Percentage or Group
II Class B-6 Prepayment Percentage.
Group II Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the
Group II Subordinated Percentage by
either (i) if any Class B Certificates
(other than the Class B-1 Certificates)
are eligible to receive principal
distributions for such Distribution Date in
accordance with Section 4.01(d), a
fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the sum of the Principal
Balances of the Classes of Class B
Certificates eligible to receive principal
distributions for such Distribution Date in
accordance with the provisions of
Section 4.01(d) or (ii) except as set forth
in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than
the Class B-1 Certificates) are not
eligible to receive distributions of
principal in accordance with Section
4.01(d)(i), one.
Group II Class B-1 Prepayment Percentage: As to any
Distribution
Date, the percentage calculated by
multiplying the Group II Subordinated
Prepayment Percentage by either (i) if any
Class B Certificates (other than the
Class B-1 Certificates) are eligible to
receive principal distributions for such
Distribution Date in accordance with
Section 4.01(d), a fraction, the numerator
of which is the Class B-1 Principal Balance
(determined as of the Determination
Date preceding such Distribution Date) and
the denominator of which is the sum
of the Principal Balances of the Classes of
Class B Certificates eligible to
receive principal distributions for such
Distribution Date in accordance with
the provisions of Section 4.01(d) or (ii)
except as set forth in Section
4.01(d)(ii), in the event that the Class B
Certificates (other than the Class
B-1 Certificates) are not eligible to
receive distributions of principal in
accordance with Section 4.01(d)(i),
one.
Group II Class B-2 Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the
percentage calculated by multiplying (i)
the Group II Subordinated Percentage by
(ii) a fraction, the numerator of which
is the Class B-2 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of Class
B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except as
set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates
are not eligible to receive
distributions of principal in accordance
with Section 4.01(d)(i), the Group II
Class B-2 Percentage for such Distribution
Date will be zero.
Group II Class B-2 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group II Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-2 Principal Balance (determined
as of the Determination Date preceding such
Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of
Class B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the
event that the Class B-2
Certificates are not eligible to receive
distributions of principal in
accordance with Section 4.01(d)(i), the
Group II Class B-2 Prepayment Percentage
for such Distribution Date will be
zero.
Group II Class B-3 Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the
percentage calculated by multiplying (i)
the Group II Subordinated Percentage by
(ii) a fraction, the numerator of which
is the Class B-3 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of Class
B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except as
set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates
are not eligible to receive
distributions of principal in accordance
with Section 4.01(d)(i), the Group II
Class B-3 Percentage for such Distribution
Date will be zero.
Group II Class B-3 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group II Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-3 Principal Balance (determined
as of the Determination Date preceding such
Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of
Class B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the
event that the Class B-3
Certificates are not eligible to receive
distributions of principal in
accordance with Section 4.01(d)(i), the
Group II Class B-3 Prepayment Percentage
for such Distribution Date will be
zero.
Group II Class B-4 Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the
percentage calculated by multiplying (i)
the Group II Subordinated Percentage by
(ii) a fraction, the numerator of which
is the Class B-4 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of Class
B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except as
set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates
are not eligible to receive
distributions of principal in accordance
with Section 4.01(d)(i), the Group II
Class B-4 Percentage for such Distribution
Date will be zero.
Group II Class B-4 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group II Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-4 Principal Balance (determined
as of the Determination Date preceding such
Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of
Class B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the
event that the Class B-4
Certificates are not eligible to receive
distributions of principal in
accordance with Section 4.01(d)(i), the
Group II Class B-4 Prepayment Percentage
for such Distribution Date will be
zero.
Group II Class B-5 Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the
percentage calculated by multiplying (i)
the Group II Subordinated Percentage by
(ii) a fraction, the numerator of which
is the Class B-5 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of Class
B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except as
set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates
are not eligible to receive
distributions of principal in accordance
with Section 4.01(d)(i), the Group II
Class B-5 Percentage for such Distribution
Date will be zero.
Group II Class B-5 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group II Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-5 Principal Balance (determined
as of the Determination Date preceding such
Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of
Class B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the
event that the Class B-5
Certificates are not eligible to receive
distributions of principal in
accordance with Section 4.01(d)(i), the
Group II Class B-5 Prepayment Percentage
for such Distribution Date will be
zero.
Group II Class B-6 Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the
percentage calculated by multiplying (i)
the Group II Subordinated Percentage by
(ii) a fraction, the numerator of which
is the Class B-6 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of Class
B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except as
set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates
are not eligible to receive
distributions of principal in accordance
with Section 4.01(d)(i), the Group II
Class B-6 Percentage for such Distribution
Date will be zero.
Group II Class B-6 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group II Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-6 Principal Balance (determined
as of the Determination Date preceding such
Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of
Class B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the
event that the Class B-6
Certificates are not eligible to receive
distributions of principal in
accordance with Section 4.01(d)(i), the
Group II Class B-6 Prepayment Percentage
for such Distribution Date will be
zero.
Group II Discount Mortgage Loan: A Group II Mortgage Loan with a
Net
Mortgage Interest Rate of less than
5.500%.
Group II Mortgage Loans: Those Mortgage Loans listed on
Exhibits
F-1B and F-2B attached hereto.
Group II Pool Balance (Non-PO Portion): As of any Distribution
Date,
the sum of the amounts for each Group II
Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the
Non-PO Fraction for such Mortgage Loan
and (ii) the Scheduled Principal Balance of
such Mortgage Loan.
Group II Pool Balance (PO Portion): As of any Distribution Date,
the
sum of the amounts for each Group II
Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the PO
Fraction for such Mortgage Loan and
(ii) the Scheduled Principal Balance of
such Mortgage Loan.
Group II Pool Distribution Amount: As of any Distribution Date,
the
funds eligible for distribution to the
Group II-A Certificates, Class II-A-PO
Component and Class B Certificates on such
Distribution Date, which shall be the
sum of (i) all previously undistributed
payments or other receipts on account of
principal and interest on or in respect of
the 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)(ii) and (iv) all
other amounts (including any Insurance
Proceeds and Compensating Interest) with
respect to a Group II Mortgage Loan
required to be placed in the Certificate
Account by the Servicer on or before the
applicable Remittance Date or by the
Master Servicer or the Trustee on or prior
to the Distribution Date, but
excluding the following:
(a) amounts received as late payments of principal or interest
with
respect to a Group II Mortgage Loan and respecting which the
Master
Servicer
or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group II Mortgage
Loan by
the Master
Servicer or the Trustee;
(c) that portion of each payment of interest on a particular
Group II
Mortgage Loan which represents (i) the Fixed Retained Yield, if
any, (ii)
the applicable Servicing Fee and (iii) 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 (i) the Fixed
Retained
Yield, if any, (ii) the applicable Servicing Fee and (iii) the
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 in respect of the Group II Mortgage Loans, 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 Pool Scheduled Principal Balance: As to any
Distribution
Date, the aggregate Scheduled Principal
Balance 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 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 I-A Certificate: Any Class I-A-1, Class I-A-2 or Class
I-A-3
Certificate.
Group I-A Distribution Amount: As to any Distribution Date and
any
Class of Group I-A Certificates (other than
the Accrual 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)(1) of
Section 4.01(a)(i). As to any Distribution
Date and the Class I-A-PO Component,
the amount distributable to the Class A-PO
Certificates with respect to the
Class I-A-PO Component pursuant to
Paragraphs third clause (A)(2) and fourth
clause (A) of Section 4.01(a)(i) on such
Distribution Date.
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 Interest 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 I-A Loss Denominator: As to any Determination Date, an
amount
equal to the Group I-A Non-PO 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 Non-PO 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
Non-PO Optimal Principal Amount.
Group I-A Non-PO 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 the product of (x) the Non-PO
Fraction with respect to such Mortgage
Loan, and (y) the sum 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 Non-PO Recovery for Loan
Group I
for such Distribution Date.
Group I-A Non-PO Principal Balance: As of any date, an amount
equal
to the Group I-A Principal Balance less the
Principal Balance of the Class
I-A-PO Component.
Group I-A Non-PO 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)(1) of Section
4.01(a)(i).
Group I-A Percentage: As to any Distribution Date occurring on
or
prior to the Subordination Depletion Date,
the lesser of (i) 100% and (ii) the
percentage obtained by dividing the Group
I-A Non-PO Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) by
the Group I Pool Balance (Non-PO Portion).
As to any Distribution Date occurring
subsequent to the Subordination Depletion
Date, 100% or such lesser percentage
which will cause the Group I-A Non-PO
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 October
2010, 100%. As to any Distribution
Date subsequent to October 2010 to and
including the Distribution Date in
October 2011, 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 October
2011 to and including the Distribution
Date in October 2012, 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 October
2012 to and including the
Distribution Date in October 2013, 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 October 2013 to and
including the Distribution Date in October
2014, 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 October 2014,
the Group I-A Percentage as of such
Distribution Date. The foregoing is subject
to the following: (i) if the aggregate
distribution to Holders of Group I-A
Certificates on any Distribution Date of
the Group I-A Prepayment Percentage
provided above of Unscheduled Principal
Receipts distributable on such
Distribution Date would reduce the Group
I-A Non-PO Principal Balance below
zero, the Group I-A Prepayment Percentage
for such Distribution Date shall be
the percentage necessary to bring the Group
I-A Non-PO Principal Balance to zero
and thereafter the Group I-A Prepayment
Percentage shall be zero and (ii) if the
Aggregate Class A Percentage as of any
Distribution Date is greater than the
Original Aggregate Class A Percentage, the
Group I-A Prepayment Percentage for
such Distribution Date shall be 100%.
Notwithstanding the foregoing, with
respect to any Distribution Date on which
the following criteria are not met,
the reduction of the 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 above, which
was actually used to determine the
Group I-A Prepayment Percentage for the
Distribution Date occurring in the
October 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).
No reduction in the Group I-A Prepayment Percentage referred to
in
the second through sixth sentences hereof
shall be applicable, with respect to
any Distribution Date if (a) the average
outstanding principal balance on such
Distribution Date and for the preceding
five Distribution Dates on the Mortgage
Loans that were delinquent 60 days or more
(including for this purpose any
payments due with respect to Mortgage Loans
in foreclosure and REO Mortgage
Loans) were greater than or equal to 50% of
the Class B Principal Balance or (b)
cumulative Realized Losses on the Mortgage
Loans exceed (1) 30% of the Original
Class B Principal Balance if such
Distribution Date occurs between and including
November 2010 and October 2011, (2) 35% of
the Original Class B Principal
Balance if such Distribution Date occurs
between and including November 2011 and
October 2012, (3) 40% of the Original Class
B Principal Balance if such
Distribution Date occurs between and
including November 2012 and October 2013,
(4) 45% of the Original Class B Principal
Balance if such Distribution Date
occurs between and including November 2013
and October 2014, and (5) 50% of the
Original Class B Principal Balance if such
Distribution Date occurs during or
after October 2014. 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 the preceding sentence 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 and the Class
I-A-PO Component.
Group II-A Certificate: Any Class II-A-1, Class II-A-2, Class
II-A-3, Class II-A-4, Class II-A-5, Class
II-A-6, Class II-A-7 or Class II-A-R
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)(1) of Section 4.01(a)(i).
As to the Accrual Certificates, (a)
as to any Distribution Date prior to the
Accretion Termination Date, the amount
distributable to such Accrual Certificates
pursuant to the provisos in
Paragraphs first clause (B) and second
clause (B) of Section 4.01(a)(i) and
Paragraph third clause (B)(1) of Section
4.01(a)(i) and (b) as to any
Distribution Date on or after the Accretion
Termination Date, the amount
distributable to such Accrual Certificates
pursuant to Paragraphs first clause
(B), second clause (B) and third clause
(B)(1) of Section 4.01(a)(i). As to any
Distribution Date and the Class II-A-PO
Component, the amount distributable to
the Class A-PO Certificates with respect to
the Class II-A-PO Component pursuant
to Paragraphs third clause (B)(2) and
fourth clause (B) of Section 4.01(a)(i) on
such Distribution Date.
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), including, in the case of
the Accrual Certificates prior to the
Accretion Termination Date, the amount
included in the Accrual Distribution Amount
pursuant to clause (i) of the
definition thereof.
Group II-A Interest 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 II-A Loss Denominator: As to any Determination Date, an
amount
equal to the sum of (i) the Group II-A
Non-PO Principal Balance (less the
Principal Balance of the Accrual
Certificates) and (ii) with respect to the
Accrual Certificates, the lesser of the
Principal Balance of the Accrual
Certificates and the Original Principal
Balance of the Accrual Certificates.
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 (or, in the
case of the Accrual Certificates,
the Original Principal Balance of such
Accrual Certificates, if lower) 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 Non-PO 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
Non-PO Optimal Principal Amount.
Group II-A Non-PO 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 the product of (x) the Non-PO
Fraction with respect to such Mortgage
Loan, and (y) the sum 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 Non-PO Recovery for
Loan
Group II
for such Distribution Date.
Group II-A Non-PO Principal Balance: As of any date, an amount
equal
to the Group II-A Principal Balance less
the Principal Balance of the Class
II-A-PO Component.
Group II-A Non-PO Principal Distribution Amount: As to any
Distribution Date, the aggregate amount
distributed in respect of the Classes of
Group II-A Certificates pursuant to
Paragraph third clause (B)(1) of Section
4.01(a)(i).
Group II-A Percentage: As to any Distribution Date occurring on
or
prior to the Subordination Depletion Date,
the lesser of (i) 100% and (ii) the
percentage obtained by dividing the Group
II-A Non-PO Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) by
the Group II Pool Balance (Non-PO Portion).
As to any Distribution Date
occurring subsequent to the Subordination
Depletion Date, 100% or such lesser
percentage which will cause the Group II-A
Non-PO 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 October
2010, 100%. As to any Distribution
Date subsequent to October 2010 to and
including the Distribution Date in
October 2011, the Group II-A Percentage as
of such Distribution Date plus 70% of
the Group II Subordinated Percentage as of
such Distribution Date. As to any
Distribution Date subsequent to October
2011 to and including the Distribution
Date in October 2012, the Group II-A
Percentage as of such Distribution Date
plus 60% of the Group II Subordinated
Percentage as of such Distribution Date.
As to any Distribution Date subsequent to
October 2012 to and including the
Distribution Date in October 2013, the
Group II-A Percentage as of such
Distribution Date plus 40% of the Group II
Subordinated Percentage as of such
Distribution Date. As to any Distribution
Date subsequent to October 2013 to and
including the Distribution Date in October
2014, the Group II-A Percentage as of
such Distribution Date plus 20% of the
Group II Subordinated Percentage as of
such Distribution Date. As to any
Distribution Date subsequent to October 2014,
the Group II-A Percentage as of such
Distribution Date. The foregoing is subject
to the following: (i) if the aggregate
distribution to Holders of Group II-A
Certificates on any Distribution Date of
the Group II-A Prepayment Percentage
provided above of Unscheduled Principal
Receipts distributable on such
Distribution Date would reduce the Group
II-A Non-PO Principal Balance below
zero, the Group II-A Prepayment Percentage
for such Distribution Date shall be
the percentage necessary to bring the Group
II-A Non-PO Principal Balance to
zero and thereafter the Group II-A
Prepayment Percentage shall be zero and (ii)
if the Aggregate Class A Percentage as of
any Distribution Date is greater than
the Original Aggregate Class A Percentage,
the Group II-A Prepayment Percentage
for such Distribution Date shall be 100%.
Notwithstanding the foregoing, with
respect to any Distribution Date on which
the following criteria are not met,
the reduction of the 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 above, which
was actually used to determine the
Group II-A Prepayment Percentage for the
Distribution Date occurring in the
October 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).
No reduction in the Group II-A Prepayment Percentage referred to
in
the second through sixth sentences hereof
shall be applicable, with respect to
any Distribution Date if (a) the average
outstanding principal balance on such
Distribution Date and for the preceding
five Distribution Dates on the Mortgage
Loans that were delinquent 60 days or more
(including for this purpose any
payments due with respect to Mortgage Loans
in foreclosure and REO Mortgage
Loans) were greater than or equal to 50% of
the Class B Principal Balance or (b)
cumulative Realized Losses on the Mortgage
Loans exceed (1) 30% of the Original
Class B Principal Balance if such
Distribution Date occurs between and including
November 2010 and October 2011, (2) 35% of
the Original Class B Principal
Balance if such Distribution Date occurs
between and including November 2011 and
October 2012, (3) 40% of the Original Class
B Principal Balance if such
Distribution Date occurs between and
including November 2012 and October 2013,
(4) 45% of the Original Class B Principal
Balance if such Distribution Date
occurs between and including November 2013
and October 2014, and (5) 50% of the
Original Class B Principal Balance if such
Distribution Date occurs during or
after November 2014. 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 the preceding sentence 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 and the Class
II-A-PO Component.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person,
such
Person who (i) is in fact independent of
the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct
financial interest or any material
indirect financial interest in the Seller
or the Master Servicer or any Servicer
or in an affiliate of either and (iii) is
not connected with the Seller, the
Master Servicer or any Servicer as an
officer, employee, promoter, underwriter,
trustee, partner, director or person
performing similar functions.
Insurance Policy: Any insurance or performance bond relating to
a
Mortgage Loan or the Mortgage Loans,
including any hazard insurance, special
hazard insurance, flood insurance, primary
mortgage insurance, mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to
any
Insurance Policy covering a Mortgage
Loan.
Insured Expenses: Expenses covered by any Insurance Policy
covering
a Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any
Class
of Class A Certificates (other than the
Class A-PO Certificates), (i) the
product of (a) 1/12th of the Class A
Pass-Through Rate for such Class and (b)
the Principal Balance of such Class as of
the Determination Date immediately
preceding such Distribution Date minus (ii)
the sum of (A) the Group I-A
Interest Percentage or the Group II-A
Interest Percentage, as applicable, of
such Class of the interest portion of any
Realized Losses on the Group I
Mortgage Loans or Group II Mortgage Loans,
as applicable, on or after the
Subordination Depletion Date pursuant to
Section 4.02(c) and (B) the Class A
Interest Percentage of such Class of any
Non-Supported Interest Shortfall or
Relief Act Shortfall allocated to the Class
A Certificates with respect to such
Distribution Date. The Class A-PO
Certificates have no Interest Accrual Amount.
As to any Distribution Date and any Class of Class B
Certificates,
an amount equal to (i) the product of
1/12th of the Class B Pass-Through Rate
and the Principal Balance of such Class as
of the Determination Date preceding
such Distribution Date minus (ii) the Class
B Interest Percentage of such Class
of the sum of any Non-Supported Interest
Shortfall and any Relief Act Shortfall
allocated to the Class B Certificates with
respect to such Distribution Date.
Letter of Credit: As defined in the Wells Fargo Bank Servicing
Agreement.
Liquidated Loan: A Mortgage Loan with respect to which the
related
Mortgaged Property has been acquired,
liquidated or foreclosed and with respect
to which the applicable Servicer determines
that all Liquidation Proceeds which
it expects to recover have been
recovered.
Liquidated Loan Loss: With respect to any Distribution Date,
the
aggregate of the amount of losses with
respect to each Mortgage Loan which
became a Liquidated Loan during the
Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled
Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid
principal balance of each such
Liquidated Loan, plus accrued interest
thereon in accordance with the
amortization schedule at the time
applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as
to which interest was last paid with
respect thereto through the last day of the
month preceding the month in which
such Distribution Date occurs, over (ii)
Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in
connection
with the liquidation of any defaulted
Mortgage Loan or property acquired in
respect thereof (including, without
limitation, legal fees and expenses,
committee or referee fees, and, if
applicable, brokerage commissions and
conveyance taxes), any unreimbursed
advances (including Periodic Advances)
expended by such Servicer pursuant to its
Servicing Agreement or the Master
Servicer or Trustee pursuant hereto
respecting the related Mortgage Loan,
including any unreimbursed advances for
real property taxes or for property
restoration or preservation of the related
Mortgaged Property. Liquidation
Expenses shall not include any previously
incurred expenses in respect of an REO
Mortgage Loan which have been netted
against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) or PMI Advances made by
a Servicer in connection with the
liquidation of defaulted Mortgage Loans or
property acquired in respect thereof,
whether through foreclosure, sale or
otherwise, including payments in connection
with such Mortgage Loans received from the
Mortgagor, other than amounts
required to be paid to the Mortgagor
pursuant to the terms of the applicable
Mortgage or to be applied otherwise
pursuant to law.
Liquidation Profits: As to any Distribution Date and any
Mortgage
Loan that became a Liquidated Loan during
the Applicable Unscheduled Principal
Receipt Period with respect to Full
Unscheduled Principal Receipts for such
Distribution Date, the excess, if any, of
(i) Net Liquidation Proceeds in
respect of such Liquidated Loan over (ii)
the unpaid principal balance of such
Liquidated Loan plus accrued interest
thereon in accordance with the
amortization schedule at the time
applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date to
which interest was last paid with
respect thereto through the last day of the
month preceding the month in which
such Distribution Date occurs.
Loan Group: Either of Loan Group I or Loan Group II.
Loan Group I: The Group I Mortgage Loans.
Loan Group II: The Group II Mortgage Loans.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance
of a particular Mortgage Loan at
origination and the denominator of which is
the lesser of (x) the appraised
value of the related Mortgaged Property
determined in the appraisal used by the
originator at the time of origination of
such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a
sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
Master Servicer: Wells Fargo Bank, or its successor in
interest.
Initially, the Master Servicer functions
shall be performed by the Corporate
Trust Services division of Wells Fargo
Bank.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly
to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage
(expressed as a per annum rate) of the
unpaid principal balance of such Mortgage
Loan.
Master Servicing Fee Rate: As set forth in Section 11.26.
Master Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the
administration and master servicing of the
Mortgage Loans.
MERS: The Mortgage Electronic Registration Systems, Inc.
MERS Mortgage Loan: Any MOM Mortgage Loan or any other Mortgage
Loan
as to which MERS is (or is intended to be)
the mortgagee of record and as to
which a MIN has been assigned.
Mid-Month Receipt Period: With respect to each Distribution
Date,
the one month period beginning on the
Determination Date (or, in the case of the
first Distribution Date, from and including
the Cut-Off Date) occurring in the
calendar month preceding the month in which
such Distribution Date occurs and
ending on the day preceding the
Determination Date immediately preceding such
Distribution Date.
MIN: A MERS Mortgage Identification Number assigned to a
Mortgage
Loan registered under MERS.
MOM: A Mortgage Loan where the related Mortgage names MERS as
the
original mortgagee thereof, as to which a
MIN has been assigned, and which
Mortgage has not been assigned to any other
person.
Month End Interest: As defined in each Servicing Agreement.
Monthly Payment: As to any Mortgage Loan (including any REO
Mortgage
Loan) and any Due Date, the payment of
principal and interest due thereon in
accordance with the amortization schedule
at the time applicable thereto (after
adjustment for any Curtailments and
Deficient Valuations occurring prior to such
Due Date but before any adjustment to such
amortization schedule, other than for
Deficient Valuations, by reason of any
bankruptcy or similar proceeding or any
moratorium or similar waiver or grace
period).
Moody's: Moody's Investors Service, Inc. or its successor in
interest.
Mortgage: The mortgage, deed of trust or other instrument creating
a
first lien on Mortgaged Property securing a
Mortgage Note together with any
Mortgage Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum
rate
at which interest accrues on the unpaid
principal balance thereof as set forth
in the related Mortgage Note, which rate is
as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Purchase Agreement: The mortgage loan purchase
agreement dated as of October 28, 2005
between Wells Fargo Bank, as seller, and
the Seller, as purchaser.
Mortgage Loan Rider: The standard Fannie Mae/Freddie Mac riders
to
the Mortgage Note and/or Mortgage riders
required when the Mortgaged Property is
a condominium unit or a unit in a planned
unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans
transferred
to the Trustee on the Closing Date as part
of the Trust Estate and attached
hereto as Exhibits F-1A, F-1B, F-2A and
F-2B, which list may be amended
following the Closing Date upon conveyance
of a Substitute Mortgage Loan
pursuant to Section 2.02, 2.03 or 2.06 and
which list shall set forth at a
minimum the following information as of the
close of business on the Cut-Off
Date (or, with respect to Substitute
Mortgage Loans, as of the close of business
on the day of substitution) as to each
Mortgage Loan:
(i) the Mortgage Loan
identifying number;
(ii) the city, state
and zip code of the Mortgaged Property;
(iii) the type of
property;
(iv) the Mortgage
Interest Rate;
(v) the Net Mortgage
Interest Rate;
(vi) the Monthly
Payment;
(vii) the original
number of months to maturity;
(viii) the scheduled
maturity date;
(ix) the Cut-Off Date
Principal Balance;
(x) the Loan-to-Value
Ratio at origination;
(xi) whether such
Mortgage Loan is a Subsidy Loan;
(xii) whether such
Mortgage Loan is covered by primary mortgage
insurance;
(xiii) the applicable
Servicing Fee Rate;
(xiv) the Master
Servicing Fee Rate;
(xv) Fixed Retained
Yield Rate, if applicable; and
(xvi) for each Other Servicer Mortgage Loan, the name of the
Servicer with respect thereto.
Such schedule may consist of multiple reports that collectively
set
forth all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and
assigned
to the Trustee on the Closing Date pursuant
to Section 2.01(a) and any mortgage
loans substituted therefor pursuant to
Section 2.02, 2.03 or 2.06, in each case
as from time to time are included in the
Trust Estate as identified in the
Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness
evidencing
the indebtedness of a Mortgagor under a
Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which
may
include Co-op Shares or residential
long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation
Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan,
a
rate equal to (i) the Mortgage Interest
Rate on such Mortgage Loan minus (ii)
the sum of (a) the applicable Servicing Fee
Rate, as set forth in Section 11.25
with respect to such Mortgage Loan, (b) the
Master Servicing Fee Rate, as set
forth in Section 11.26 with respect to such
Mortgage Loan and (c) the Fixed
Retained Yield Rate, if any, with respect
to such Mortgage Loan. Any regular
monthly computation of interest at such
rate shall be based upon annual interest
at such rate on the applicable amount
divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net
of
any related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Group I or Group II
Mortgage
Loan, the lesser of (i) 1.00 and (ii) the
quotient obtained by dividing the Net
Mortgage Interest Rate for such Mortgage
Loan by 5.500%.
Non-PO Recovery: As to any Distribution Date and each Loan
Group,
the amount of all Recoveries for Group I
Mortgage Loans or Group II Mortgage
Loans, as applicable, received during the
Applicable Unscheduled Principal
Receipt Periods for such Distribution Date
less the Class I-A-PO Recovery and
Class II-A-PO Recovery, as applicable, for
such Distribution Date.
Nonrecoverable Advance: Any portion of a Periodic Advance
previously
made or proposed to be made in respect of a
Mortgage Loan which has not been
previously reimbursed to the Servicer, the
Master Servicer or the Trustee, as
the case may be, and which the Servicer,
the Master Servicer or the Trustee
determines will not, or in the case of a
proposed Periodic Advance would not, be
ultimately recoverable from Liquidation
Proceeds or other recoveries in respect
of the related Mortgage Loan. The
determination by the Servicer, the Master
Servicer or the Trustee (i) that it has
made a Nonrecoverable Advance or (ii)
that any proposed Periodic Advance, if
made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officer's
Certificate of the Servicer
delivered to the Master Servicer for
redelivery to the Trustee or, in the case
of a Master Servicer determination, an
Officer's Certificate of the Master
Servicer delivered to the Trustee, in each
case detailing the reasons for such
determination.
Non-Supported Interest Shortfall: With respect to any
Distribution
Date, the sum of (i) the excess, if any, of
the aggregate Prepayment Interest
Shortfall on the Mortgage Loans over the
aggregate Compensating Interest with
respect to such Distribution Date and (ii)
Curtailment Interest Shortfalls with
respect to such Distribution Date. With
respect to each Distribution Date
occurring on or after the Subordination
Depletion Date, the Non-Supported
Interest Shortfall determined pursuant to
the preceding sentence will be
increased by the amount of any
Subordination Depletion Date Interest Shortfall
for such Distribution Date. Any
Non-Supported Interest Shortfall will be
allocated to (a) the Group I-A Certificates
and Group II-A Certificates
according to the percentage obtained by
dividing the Aggregate Class A Non-PO
Principal Balance by the Aggregate Non-PO
Principal Balance and (b) the Class B
Certificates according to the percentage
obtained by dividing the Class B
Principal Balance by the Aggregate Non-PO
Principal Balance.
Non-U.S. Person: As defined in Section 4.01(f).
NYCEMA: A New York Consolidation, Extension and Modification
Agreement.
Officers' Certificate: With respect to any Person, a
certificate
signed by the Chairman of the Board, the
President or a Vice President, and by
the Treasurer, the Secretary or one of the
Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case
of a Person which is not a
corporation, signed by the person or
persons having like responsibilities), and
delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, who may be
outside
or salaried counsel for the Seller, a
Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the
Master Servicer, acceptable to the
Trustee if such opinion is to be delivered
to the Trustee; provided, however,
that with respect to REMIC matters, matters
relating to the determination of
Eligible Accounts or matters relating to
transfers of Certificates, such counsel
shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an
Optimal Adjustment Event will occur
with respect to such Class if: (i) the
Principal Balance of such Class on the
Determination Date succeeding such
Distribution Date would have been reduced to
zero (regardless of whether such Principal
Balance was reduced to zero as a
result of principal distribution or the
allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of
Class A Non-PO Certificates would be
subject to further reduction as a result of
the third sentence of the definition
of Principal Balance or (b) the Principal
Balance of a Class of Class B
Certificates with a lower numerical
designation would be reduced with respect to
such Distribution Date as a result of the
application of the proviso in the
definition of Class B-1 Principal Balance,
Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
Original Aggregate Class A Percentage: The Aggregate Class A
Percentage as of the Cut-Off Date as set
forth in Section 11.07.
Original Aggregate Non-PO Principal Balance: The Aggregate
Non-PO
Principal Balance as of the Cut-Off Date,
as set forth in Section 11.06.
Original Class B-1 Percentage: The Class B-1 Percentage as of
the
Cut-Off Date, as set forth in Section
11.15.
Original Class B-2 Percentage: The Class B-2 Percentage as of
the
Cut-Off Date, as set forth in Section
11.16.
Original Class B-3 Percentage: The Class B-3 Percentage as of
the
Cut-Off Date, as set forth in Section
11.17.
Original Class B-4 Percentage: The Class B-4 Percentage as of
the
Cut-Off Date, as set forth in Section
11.18.
Original Class B-5 Percentage: The Class B-5 Percentage as of
the
Cut-Off Date, as set forth in Section
11.19.
Original Class B-6 Percentage: The Class B-6 Percentage as of
the
Cut-Off Date, as set forth in Section
11.20.
Original Class B Principal Balance: The sum of the Original
Class
B-1 Principal Balance, the Original Class
B-2 Principal Balance, the Original
Class B-3 Principal Balance, the Original
Class B-4 Principal Balance, the
Original Class B-5 Principal Balance and
the Original Class B-6 Principal
Balance, as set forth in Section 11.08.
Original Class B-1 Fractional Interest: As to the first
Distribution
Date, the percentage obtained by dividing
the sum of the Original Class B-2
Principal Balance, the Original Class B-3
Principal Balance, the Original Class
B-4 Principal Balance, the Original Class
B-5 Principal Balance and the Original
Class B-6 Principal Balance by the Original
Aggregate Non-PO Principal Balance.
The Original Class B-1 Fractional Interest
is specified in Section 11.10.
Original Class B-2 Fractional Interest: As to the first
Distribution
Date, the percentage obtained by dividing
the sum of the Original Class B-3
Principal Balance, the Original Class B-4
Principal Balance, the Original Class
B-5 Principal Balance and the Original
Class B-6 Principal Balance by the
Original Aggregate Non-PO Principal
Balance. The Original Class B-2 Fractional
Interest is specified in Section 11.11.
Original Class B-3 Fractional Interest: As to the first
Distribution
Date, the percentage obtained by dividing
the sum of the Original Class B-4
Principal Balance, the Original Class B-5
Principal Balance and the Original
Class B-6 Principal Balance by the Original
Aggregate Non-PO Principal Balance.
The Original Class B-3 Fractional Interest
is specified in Section 11.12.
Original Class B-4 Fractional Interest: As to the first
Distribution
Date, the percentage obtained by dividing
the sum of the Original Class B-5
Principal Balance and the Original Class
B-6 Principal Balance by the Original
Aggregate Non-PO Principal Balance. The
Original Class B-4 Fractional Interest
is specified in Section 11.13.
Original Class B-5 Fractional Interest: As to the first
Distribution
Date, the percentage obtained by dividing
the Original Class B-6 Principal
Balance by the Original Aggregate Non-PO
Principal Balance. The Original Class
B-5 Fractional Interest is specified in
Section 11.14.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.09.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.09.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.09.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.09.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.09.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.09.
Original Group I-A Percentage: The Group I-A Percentage as of
the
Cut-Off Date, as set forth in Section
11.03.
Original Group II-A Percentage: The Group II-A Percentage as of
the
Cut-Off Date, as set forth in Section
11.04.
Original Principal Balance: Any of the Original Principal
Balances
of the Classes of Class A Certificates as
set forth in Section 11.05; either of
the Original Component Principal Balances
of the Class A-PO Components as set
forth in Section 11.05; the Original Class
B-1 Principal Balance, Original Class
B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4
Principal Balance, Original Class B-5
Principal Balance or Original Class B-6
Principal Balance as set forth in Section
11.09.
Other Servicer: Any of the Servicers other than Wells Fargo
Bank.
Other Servicer Mortgage Loan: Any of the Mortgage Loans, if
any,
identified in Exhibits F-2A and F-2B
hereto, as such Exhibits may be amended
from time to time in connection with a
substitution pursuant to Section 2.02,
2.03 or 2.06, which Mortgage Loan is
serviced under an Other Servicing
Agreement.
Other Servicing Agreements: The Servicing Agreements other than
the
Wells Fargo Bank Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was
not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date
and which was not repurchased by the
Seller prior to such Due Date pursuant to
Section 2.02, 2.03 or 3.08.
Owner Mortgage Loan File: A file maintained by the Custodian
for
each Mortgage Loan that contains the
documents specified in Section 2.01(a) and
any additional documents required to be
added to the Owner Mortgage Loan File
pursuant to this Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by
a
Servicer prior to the Unscheduled Principal
Receipt Period in which the related
Mortgage Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled
Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trustee to
make
distributions to Certificateholders with
respect to the Certificates and to
forward to Certificateholders the periodic
and annual statements required by
Section 4.04. The Paying Agent may be the
Trustee. The initial Paying Agent is
appointed in Section 4.03(b).
Payment Account: The account maintained pursuant to Section
4.03(a).
Percentage Interest: With respect to a Class A Certificate of a
Class, the undivided percentage interest
obtained by dividing the original
principal balance of such Certificate by
the Original Principal Balance of such
Class of Class A Certificates. With respect
to a Class B Certificate of a Class,
the undivided percentage interest obtained
by dividing the original principal
balance of such Certificate by the Original
Principal Balance of such Class of
Class B Certificates.
Periodic Advance: The
aggregate of the advances required to be made
by a Servicer on any Distribution Date
pursuant to its Servicing Agreement or by
the Master Servicer or the Trustee
hereunder, the amount of any such advances
being equal to the total of all Monthly
Payments (adjusted, in each case (i) in
respect of interest, to the applicable
Mortgage Interest Rate less the
applicable Servicing Fee in the case of
Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest
Rate in the case of Periodic Advances
made by the Master Servicer or Trustee and
(ii) by the amount of any related
Debt Service Reductions or reductions in
the amount of interest collectable from
the Mortgagor pursuant to the
Servicemembers Civil Relief Act, as it may be
amended from time to time, or similar
legislation or regulations then in effect)
on the Mortgage Loans, that (x) were
delinquent as of the close of business on
the related Determination Date, (y) were
not the subject of a previous Periodic
Advance by such Servicer or of a Periodic
Advance by the Master Servicer or the
Trustee, as the case may be and (z) have
not been determined by the Master
Servicer, such Servicer or Trustee to be
Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint
venture,
association, joint-stock company, trust,
unincorporated organization or
government or any agency or political
subdivision thereof.
Plan: As defined in Section 5.02(c).
Pledge Holder: As defined in the Wells Fargo Bank Servicing
Agreement.
Pledged Asset Mortgage Loans: The Mortgage Loans listed on Exhibit
Q
for which Letters of Credit have been
issued.
PMI Advance: As defined in the related Servicing Agreement, if
applicable.
PO Fraction: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO
Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan,
zero.
PO Recoveries: Either of the Class I-A-PO Recoveries or the
Class
II-A-PO Recoveries.
Pool Balance (Non-PO Portion): Either of the Group I Pool
Balance
(Non-PO Portion) or Group II Pool Balance
(Non-PO Portion).
Pool Scheduled Principal Balance: The sum of the Group I Pool
Scheduled Principal Balance and Group II
Pool Scheduled Principal Balance.
Prepayment In Full: With respect to any Mortgage Loan, a
Mortgagor
payment consisting of a Principal
Prepayment in the amount of the outstanding
principal balance of such loan and
resulting in the full satisfaction of such
obligation.
Prepayment Interest Shortfall: On any Distribution Date, the
amount
of interest, if any, that would have
accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net
Mortgage Interest Rate for such
Mortgage Loan from the date of its
Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable
Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the
date of the Prepayment in Full is on
or after the Determination Date in the
month prior to the month of such
Distribution Date and prior to the first
day of the month of such Distribution
Date) through the last day of the month
prior to the month of such Distribution
Date.
Prepayment Shift Percentage: As to any Distribution Date, the
percentage indicated below:
Prepayment
Shift
Distribution Date Occurring In
Percentage
------------------------------
----------
November 2005 through October
2010............................
0%
November 2010 through October
2011.............................
30%
November 2011 through October
2012.............................
40%
November 2012 through October
2013.............................
60%
November 2013 through October
2014.............................
80%
November 2014 and
thereafter................................... 100%
Principal Adjustment: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal
Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal
Principal Amount, Class B-5 Optimal
Principal Amount or Class B-6 Optimal
Principal Amount is calculated in
accordance with the proviso in such
definition with respect to any Distribution
Date, the Principal Adjustment for such
Class of Class B Certificates shall
equal the difference between (i) the amount
that would have been distributed to
such Class as principal in accordance with
Section 4.01(a)(i) for such
Distribution Date, calculated without
regard to such proviso and assuming there
are no Principal Adjustments for such
Distribution Date and (ii) the Adjusted
Principal Balance for such Class.
Principal Balance: As of the first Determination Date and as to
any
Class of Class A Certificates of a Group,
the Original Principal Balance of such
Class. As of any subsequent Determination
Date prior to the Subordination
Depletion Date and as to any Class of Class
A Certificates (other than the Class
A-PO Certificates), the Original Principal
Balance of such Class (increased in
the case of the Accrual Certificates by the
Accrual Distribution Amount with
respect to prior Distribution Dates) less
the sum of all amounts previously
distributed in respect of such Class on
prior Distribution Dates (i) pursuant to
Paragraph third clauses (A)(1) and (B)(1)
of Section 4.01(a)(i), as applicable,
(ii) pursuant to the provisos in Paragraphs
first clause (B) and second clause
(B) of Section 4.01(a)(i), (iii) pursuant
to clause (iii) of Section 4.01(b) and
(iv) as a result of a Principal Adjustment.
After the Subordination Depletion
Date, each such Principal Balance of a
Class of Class A Certificates (other than
the Class A-PO Certificates) will also be
reduced (if clause (a) is greater than
clause (b)) or increased (if clause (a) is
less than clause (b)) on each
Determination Date by an amount equal to
the product of the Group I-A Loss
Percentage or Group II-A Loss Percentage,
as applicable, of such Class and the
difference, if any, between (a) the Group
I-A Non-PO Principal Balance or Group
II-A Non-PO Principal Balance, as
applicable, as of such Determination Date
without regard to this sentence and (b) the
Group I Adjusted Pool Amount (Non-PO
Portion) or Group II Adjusted Pool Amount
(Non-PO Portion), as applicable, for
the preceding Distribution Date; provided,
however, that the amount of any such
reduction for the Class I-A-2 Certificates
will be decreased by the Class I-A-3
Loss Allocation Amount and the amount of
any such reduction for the Class II-A-3
and Class II-A-7 Certificates will be
decreased by the Class II-A-4 Loss
Allocation Amount. After the Subordination
Depletion Date, the Principal Balance
for the Class I-A-3 Certificates will
additionally be reduced by the Class I-A-3
Loss Allocation Amount and the Principal
Balance for the Class II-A-4
Certificates will additionally be reduced
by the Class II-A-4 Loss Allocation
Amount. In addition, any increase allocated
to the Class I-A-2 Certificates
pursuant to the third sentence above will
instead increase the Principal
Balances of the Class I-A-3 Certificates
and any increase allocated to the Class
II-A-3 and Class II-A-7 Certificates
pursuant to the third sentence above will
instead increase the Principal Balances of
the Class II-A-4 Certificates.
Notwithstanding the foregoing, on any
Distribution Date in which the Class I-A-2
Loss Amount exceeds the Principal Balance
of the Class I-A-3 Certificates prior
to any reduction for the Class I-A-3 Loss
Allocation Amount, such excess will be
distributed in reduction of the Principal
Balance of the Class I-A-2
Certificates and on any Distribution Date
in which the sum of the Class II-A-3
Loss Amount and Class II-A-7 Loss Amount
exceeds the Principal Balance of the
Class II-A-4 Certificates prior to any
reduction for the Class II-A-4 Loss
Allocation Amount, such excess will be
distributed, pro rata, based on the Class
II-A-3 Loss Amount and Class II-A-7 Loss
Amount, in reduction of the Principal
Balances of the Class II-A-3 and Class
II-A-7 Certificates.
As of any subsequent Determination Date and as to the Class
I-A-PO
Component and Class II-A-PO Component, the
Original Principal Balance of such
Component less the sum of all amounts
previously distributed in respect of the
Class A-PO Certificates with respect to
such Class A-PO Component on prior
Distribution Dates pursuant to Paragraph
third clauses (A)(2) and (B)(2), as
applicable, of Section 4.01(a)(i). The
Principal Balance of such Component will
also be reduced (if clause (x) is greater
than clause (y)) or increased (if
clause (x) is less than clause (y)) on each
Determination Date by the
difference, if any, between (x) the
Principal Balance of such Component as of
such Determination Date without regard to
this sentence and (y) the Group I
Adjusted Pool Amount (PO Portion) or Group
II Adjusted Pool Amount (PO Portion),
as applicable, for the preceding
Distribution Date.
The Principal Balance of the Class A-PO Certificates will equal
the
sum of the Principal Balances of the Class
A-PO Components.
As to the Class B Certificates, the Class B-1 Principal
Balance,
Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance,
respectively.
Notwithstanding the foregoing, no Principal Balance of a Class
or
Component will be increased on any
Determination Date such that the Principal
Balance of such Class or Component exceeds
its Original Principal Balance (plus
any Accrual Distribution Amounts previously
added to the Principal Balance of
the Accrual Certificates) less all amounts
previously distributed in respect of
such Class or Component on prior
Distribution Dates pursuant to Paragraph third
clauses (A)(1) or (B)(1) of Section
4.01(a)(i), Paragraph third clauses (A)(2)
or (B)(2) of Section 4.01(a)(i), or
Paragraphs third, sixth, ninth, twelfth,
fifteenth or eighteenth of Section
4.01(a)(ii).
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan
which
is received in advance of its Due Date and
is not accompanied by an amount
representing scheduled interest for any
period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution
Date,
the calendar month preceding the month in
which such Distribution Date occurs.
Priority Amount: For any Distribution Date, means the sum of (A)
the
product of (1) the Priority Percentage, (2)
the Shift Percentage and (3) the
Scheduled Principal Amount and (B) the
product of (1) the Priority Percentage,
(2) the Prepayment Shift Percentage and (3)
the Unscheduled Principal Amount.
Priority Percentage: The sum of the Principal Balances of the
Class
II-A-3 and Class II-A-4 Certificates
divided by the Group II Pool Balance
(Non-PO Portion).
Prohibited Transaction Tax: Any tax imposed under Section 860F
of
the Code.
Prospectus: The prospectus dated September 16, 2005 as
supplemented
by the prospectus supplement dated October
26, 2005, relating to the Class A,
Class B-1, Class B-2 and Class B-3
Certificates.
Prudent Servicing Practices: The standard of care set forth in
each
Servicing Agreement.
Rating Agency: Any nationally recognized statistical credit
rating
agency, or its successor, that rated one or
more Classes of the Certificates at
the request of the Seller at the time of
the initial issuance of the
Certificates. The Rating Agencies for the
Class A Certificates (other than the
Class II-A-R Certificate) are Fitch and
Moody's. The Rating Agency for the Class
II-A-R Certificate is Fitch. The Rating
Agency for the Class B-1, Class B-2,
Class B-3, Class B-4 and Class B-5
Certificates is Fitch. If any such agency or
a successor is no longer in existence,
"Rating Agency" shall be such statistical
credit rating agency, or other comparable
Person, designated by the Seller,
notice of which designation shall be given
to the Trustee and the Master
Servicer. References herein to the highest
short-term rating category of a
Rating Agency shall mean F-1+ in the case
of Fitch, P-1 in the case of Moody's,
and in the case of any other Rating Agency
shall mean its equivalent of such
ratings. References herein to the highest
long-term rating categories of a
Rating Agency shall mean AAA in the case of
Fitch and Aaa in the case of
Moody's, and in the case of any other
Rating Agency shall mean its equivalent of
such ratings without any plus or minus.
Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses incurred on
Liquidated Loans for which the Liquidation
Proceeds were received during the
Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled
Principal Receipts with respect to such
Distribution Date and (ii) Bankruptcy
Losses incurred during the period
corresponding to the Applicable Unscheduled
Principal Receipt Period with
respect to Full Unscheduled Principal
Receipts for such Distribution Date.
Record Date: The last Business Day of the month preceding the
month
of the related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to
such
Mortgage Loan being determined to be a
Liquidated Loan.
Reimbursement Amount: As defined in Section 2.03(c).
Relief Act Shortfall: Any interest shortfalls arising as a result
of
the reduction in the amount of monthly
interest payments on any Mortgage Loans
as a result of the application of the
Servicemembers Civil Relief Act, as it may
be amended from time to time, or comparable
state legislation. Any Relief Act
Shortfall will be allocated to (a) the
Group I-A Certificates and Group II-A
Certificates according to the percentage
obtained by dividing the Group I-A
Non-PO Principal Balance or Group II-A
Non-PO Principal Balance, as applicable,
by the Aggregate Non-PO Principal Balance
and (b) the Class B Certificates
according to the percentage obtained by
dividing the Class B Principal Balance
by the Aggregate Non-PO Principal
Balance.
REMIC: A "real estate mortgage investment conduit" as defined
in
Code Section 860D. "The REMIC" means the
REMIC constituted by the Trust Estate.
REMIC Provisions: Provisions of the federal income tax law
relating
to REMICs, which appear at Sections 860A
through 860G of Part IV of Subchapter M
of Chapter 1 of Subtitle A of the Code, and
related provisions, and U.S.
Department of the Treasury temporary,
proposed or final regulations promulgated
thereunder, as the foregoing are in effect
(or with respect to proposed
regulations, are proposed to be in effect)
from time to time.
Remittance Date: As defined in each of the Servicing
Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated
Loan
and as to which the indebtedness evidenced
by the related Mortgage Note is
discharged and the related Mortgaged
Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage
Loan
(including, without limitation, proceeds
from the rental of the related
Mortgaged Property).
Request for Release: A request for release (which may be in
electronic form) in substantially the form
attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee, the
Chairman or Vice-Chairman of the Board of
Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing
Committee of the Board of Directors
or Trustees, the President, the Chairman of
the Committee on Trust Matters, any
Vice President, the Secretary, any
Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any
Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and
any Assistant Controller or any
other officer of the Trustee customarily
performing functions similar to those
performed by any of the above-designated
officers and also, with respect to a
particular matter, any other officer to
whom such matter is referred because of
such officer's knowledge of and familiarity
with the particular subject.
Retained Mortgage Loan File: A file maintained by Wells Fargo
Bank
prior to any Document Transfer Event for
each Mortgage Loan that contains the
documents specified in Section 2.01(b) and
any additional documents required to
be added to the Retained Mortgage Loan File
pursuant to this Agreement.
Rule 144A: Rule 144A promulgated under the Securities Act of
1933,
as amended.
Scheduled Principal Amount: The sum for each outstanding Group
II
Mortgage Loan (including each defaulted
Group II Mortgage Loan with respect to
which the related Mortgaged Property has
been acquired by the Trust Estate) of
the product of (A) the Non-PO Fraction for
such Mortgage Loan and (B) the sum of
the amounts described in clauses I(y)(i)
and I(y)(iv) of the definition of Group
II-A Non-PO Optimal Principal Amount, but
without such amount being multiplied
by the Group II-A Percentage.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of
such Mortgage Loan as of the Due
Date in the month preceding the month of
such Distribution Date as specified in
the amortization schedule at the time
relating thereto (before any adjustment to
such amortization schedule by reason of any
bankruptcy (other than Deficient
Valuations) or similar proceeding or any
moratorium or similar waiver or grace
period) after giving effect to (A)
Unscheduled Principal Receipts received or
applied by the applicable Servicer during
the related Unscheduled Principal
Receipt Period for each applicable type of
Unscheduled Principal Receipt related
to the Distribution Date occurring in the
month preceding such Distribution
Date, (B) Deficient Valuations incurred
prior to such Due Date and (C) the
payment of principal due on such Due Date
and irrespective of any delinquency in
payment by the related Mortgagor.
Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a
Liquidated Loan at any time through the last
day of such related Unscheduled Principal
Receipt Period shall be zero.
Seller: Wells Fargo Asset Securities Corporation, or its
successor
in interest.
Servicer Mortgage Loan File: As defined in each of the
Servicing
Agreements.
Servicers: Each of Wells Fargo Bank, Arvest Mortgage Company,
Bank
of Oklahoma, N.A., America First Credit
Union and Colonial Savings F.A., as a
Servicer under the related Servicing
Agreement. Initially the servicing
functions performed by Wells Fargo Bank
shall be performed by the Wells Fargo
Home Mortgage division of Wells Fargo
Bank.
Servicing Agreements: Each of the Servicing Agreements executed
with
respect to a portion of the Mortgage Loans
by one of the Servicers, which
agreements are attached hereto,
collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its
Servicing Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth
in
Section 11.25.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and
servicing of the Mortgage Loans.
Shift Percentage: As to any Distribution Date, the percentage
indicated below:
Shift
Distribution Date Occurring In
Percentage
------------------------------
----------
November 2005 through October
2010............................
0%
November 2010 and
thereafter................................... 100%
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences
the
smallest permissible Denomination for such
Class, as set forth in Section 11.24.
Startup Day: As defined in Section 2.05.
Subordination Depletion Date: The Distribution Date preceding
the
first Distribution Date on which each of
the Group I-A Percentage and Group II-A
Percentage (in each case, determined
pursuant to clause (ii) of the definition
thereof) equals or exceeds 100%.
Subordination Depletion Date Interest Shortfall: With respect to
any
Distribution Date that occurs on or after
the Subordination Depletion Date with
respect to any Unscheduled Principal
Receipt (other than a Prepayment in Full or
Curtailment):
(A) in the case
where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer on or after the
Determination Date in the month preceding the month of such
Distribution Date but prior to the first day of the month of
such Distribution Date, the amount of interest that would have
accrued at the Net Mortgage Interest Rate on the amount of
such Unscheduled Principal Receipt from the day of its receipt
or, if earlier, its application by the Servicer through the
last day of the month preceding the month of such Distribution
Date; and
(B) in the case
where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer during the month
preceding the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest
Rate on the amount of such Unscheduled Principal Receipt from
the day of its receipt or, if earlier, its application by the
Servicer through the last day of the month in which such
Unscheduled Principal Receipt is received.
Subsidy Account: If the Trust Estate contains any Subsidy Loans,
the
deposit account or accounts created and
maintained by the Servicer for deposit
of Subsidy Funds and amounts payable under
interest subsidy agreements relating
to mortgage loans other than the Mortgage
Loans.
Subsidy Funds: If the Trust Estate contains any Subsidy Loans,
funds
contributed by the employer of a Mortgagor
in order to reduce the payments
required from the Mortgagor for a specified
period in specified amounts.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the
monthly interest payments made by the
related Mortgagor will be less than the
scheduled monthly interest payments on
such Mortgage Loan, with the resulting
difference in interest payments being
provided by the employer of the
Mortgagor.
Substitute Mortgage Loan: As defined in Section 2.02.
Substitution
Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02
or pursuant to Section 2.03 or 2.06,
the excess of (x) the unpaid principal
balance of the Mortgage Loan which is
substituted for over (y) the unpaid
principal balance of the Substitute Mortgage
Loan, each balance being determined as of
the date of substitution.
Trust: The corpus of the trust created by this Agreement.
Trust Estate: The corpus of the Trust, consisting of the
Mortgage
Loans (other than any Fixed Retained
Yield), such amounts as may be held from
time to time in the Certificate Account
(other than any Fixed Retained Yield),
the rights of the Trustee to receive the
proceeds of all insurance policies and
performance bonds, if any, required to be
maintained hereunder or under the
related Servicing Agreement, property which
secured a Mortgage Loan and which
has been acquired by foreclosure or deed in
lieu of foreclosure and all other
property and rights described in the first
paragraph of Section 2.01(a).
Trustee: Wachovia Bank, National Association, a national
banking
association with its principal office
located in Charlotte, North Carolina, or
any successor trustee appointed as herein
provided.
Type 1 Mortgage Loan: Any of the Group I Mortgage Loans
identified
in Exhibit F-1A hereto and any of the Group
II Mortgage Loans identified in
Exhibit F-1B hereto, as such Exhibits may
be amended from time to time in
connection with a substitution pursuant to
Section 2.02, 2.03 or 2.06, serviced
under the Wells Fargo Bank Servicing
Agreement and having a Mid-Month Receipt
Period with respect to all types of
Unscheduled Principal Receipts.
Undercollateralized Amount: As defined in Section 4.01(b)(iii).
Undercollateralized Group: As defined in Section 4.01(b)(iii).
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class B-1 Unpaid Interest
Shortfall, the Class B-2 Unpaid
Interest Shortfall, the Class B-3 Unpaid
Interest Shortfall, the Class B-4
Unpaid Interest Shortfall, the Class B-5
Unpaid Interest Shortfall and the Class
B-6 Unpaid Interest Shortfall.
Unscheduled Principal Amount: The sum for each outstanding Group
II
Mortgage Loan (including each defaulted
Group II Mortgage Loan with respect to
which the related Mortgaged Property has
been acquired by the Trust Estate) of
the product of (A) the Non-PO Fraction for
such Mortgage Loan and (B) the sum of
the amounts described in clauses I(y)(ii)
and I(y)(iii) of the definition of
Group II-A Non-PO Optimal Principal Amount,
but without such amount being
multiplied by the Group II-A Prepayment
Percentage.
Unscheduled Principal Receipt: Any Principal Prepayment or
other
recovery of principal on a Mortgage Loan,
including, without limitation,
Liquidation Proceeds, Net REO Proceeds,
Recoveries and proceeds received from
any condemnation award or proceeds in lieu
of condemnation other than that
portion of such proceeds released to the
Mortgagor in accordance with the terms
of the Mortgage or Prudent Servicing
Practices, but excluding any Liquidation
Profits and proceeds of a repurchase of a
Mortgage Loan by the Seller and any
Substitution Principal Amounts.
Unscheduled
Principal Receipt Period: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.
U.S. Person: As defined in Section 4.01(f).
Voting Interest: With respect to any provisions hereof providing
for
the action, consent or approval of the
Holders of all Certificates evidencing
specified Voting Interests in the Trust
Estate, the Holders of each Class of
Certificates will collectively be entitled
to the then applicable percentage of
the aggregate Voting Interest represented
by all Certificates equal to the ratio
obtained by dividing the Principal Balance
of such Class by the sum of the Group
I-A Principal Balance, the Group II-A
Principal Balance and the Class B
Principal Balance. Each Certificateholder
of a Class will have a Voting Interest
equal to the product of the Voting Interest
to which such Class is collectively
entitled and the Percentage Interest in
such Class represented by such Holder's
Certificates. With respect to any
provisions hereof providing for action,
consent or approval of each Class of
Certificates or specified Classes of
Certificates, each Certificateholder of a
Class will have a Voting Interest in
such Class equal to such Holder's
Percentage Interest in such Class.
Wells Fargo Bank: Wells Fargo Bank, N.A., or its successor in
interest.
Wells Fargo Bank Correspondents: The entities identified on a
list
provided by Wells Fargo Bank to the Master
Servicer, from which Wells Fargo Bank
purchased the Mortgage Loans.
Wells
Fargo Bank Servicing Agreement: The Servicing Agreement
providing for the servicing of the Type 1
Mortgage Loans initially by Wells
Fargo Bank.
Section 1.02 Acts of Holders.
(a) Any request, demand, authorization, direction, notice,
consent,
waiver or other action provided by this
Agreement to be given or taken by
Holders may be embodied in and evidenced by
one or more instruments of
substantially similar tenor signed by such
Holders in person or by an agent duly
appointed in writing. Except as herein
otherwise expressly provided, such action
shall become effective when such instrument
or instruments are delivered to the
Trustee. Proof of execution of any such
instrument or of a writing appointing
any such agent shall be sufficient for any
purpose of this Agreement and
conclusive in favor of the Trustee, if made
in the manner provided in this
Section 1.02. The Trustee shall promptly
notify the Master Servicer in writing
of the receipt of any such instrument or
writing.
(b) The fact and date of the execution by any Person of any
such
instrument or writing may be proved by the
affidavit of a witness of such
execution or by a certificate of a notary
public or other officer authorized by
law to take acknowledgments of deeds,
certifying that the individual signing
such instrument or writing acknowledged to
him the execution thereof. When such
execution is by a signer acting in a
capacity other than his or her individual
capacity, such certificate or affidavit
shall also constitute sufficient proof
of his or her authority. The fact and date
of the execution of any such
instrument or writing, or the authority of
the individual executing the same,
may also be proved in any other manner
which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such
Certificates
shall be overdue and notwithstanding any
notation of ownership or other writing
thereon made by anyone other than the
Trustee and the Authenticating Agent)
shall be proved by the Certificate
Register, and none of the Trustee, the Seller
or the Master Servicer shall be affected by
any notice to the contrary.
(d) Any request, demand, authorization, direction, notice,
consent,
waiver or other action of the Holder of any
Certificate shall bind every future
Holder of the same Certificate and the
Holder of every Certificate issued upon
the registration of transfer thereof or in
exchange therefor or in lieu thereof
in respect of anything done, omitted or
suffered to be done by the Trustee, the
Seller or the Master Servicer in reliance
thereon, whether or not notation of
such action is made upon such
Certificate.
Section 1.03 Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table
of
Contents are for convenience of reference
only and shall not affect the
interpretation or construction of this
Agreement.
Section 1.04 Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other
than the parties to this Agreement and
their successors hereunder and the Holders
of the Certificates any benefit or
any legal or equitable right, power, remedy
or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Seller, concurrently with the execution and delivery
hereof,
does hereby assign to the Trustee, without
recourse all the right, title and
interest of the Seller in and to (a) the
Trust Estate, including all interest
(other than the portion, if any,
representing the Fixed Retained Yield) and
principal received by the Seller on or with
respect to the Mortgage Loans after
the Cut-Off Date (and including scheduled
payments of principal and interest due
after the Cut-Off Date but received by the
Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received
or applied on the Cut-Off Date, but
not including payments of principal and
interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance
Policies, (c) the obligations of the
Servicers under the Servicing Agreements
with respect to the Mortgage Loans, (d)
the right to receive amounts, if any,
payable on behalf of any Mortgagor from
the Subsidy Account relating to any Subsidy
Loan, (e) all of the Seller's right,
title and interest in and to the proceeds
of the Letters of Credit and (f)
proceeds of all the foregoing. It is agreed
and understood by the Seller and the
Trustee that it is not intended that any
mortgage loan be included in the Trust
Estate that is a "High-Cost Home Loan" as
defined in any of (i) the New Jersey
Home Ownership Act effective November 27,
2003, (ii) the New Mexico Home Loan
Protection Act effective January 1, 2004,
(iii) the Massachusetts Predatory Home
Loan Practices Act effective November 7,
2004 or (iv) the Indiana Home Loan
Practices Act, effective January 1,
2005.
In connection with such assignment, the Seller shall, with
respect
to each Mortgage Loan, deliver, or cause to
be delivered, to the Custodian, on
or before the Closing Date the following
documents or instruments with respect
to each Mortgage Loan.
(i) The original Mortgage Note either (A) endorsed in blank or
(B)
endorsed
as provided in Section 2.01(d), with all prior and intervening
endorsements as may be necessary to show a complete chain of
endorsements
or with
respect to any Mortgage Loan as to which the original Mortgage
Note has
been permanently lost or destroyed and has not been replaced, a
lost note
affidavit with a copy of the Mortgage Note and, in the case of
any
Mortgage Loan originated in the State of New York documented by
a
NYCEMA,
the NYCEMA, the new Mortgage Note, if applicable, the
consolidated
Mortgage
Note and the consolidated Mortgage;
(ii) A recorded original assignment of the related Mortgage
from
Wells
Fargo Bank assigning the related Mortgage to the Trustee (which
may
be
assigned in blank), certified by the recording office, or, if
such
assignment
is in the process of being recorded, a copy of the related
Mortgage
transmitted for recordation certified by an officer of Wells
Fargo Bank
or applicable Wells Fargo Bank Correspondent to be a true and
correct
copy of such assignment submitted for recordation; provided,
however,
if recordation is not required as described below, an
assignment
in
recordable form (which may be assigned in blank) with respect to
the
related
Mortgage;
(iii) The original of each assumption agreement, modification,
written
assurance or substitution agreement pertaining to such Mortgage
Note, if
any; and
(iv) For each Mortgage Loan secured by Co-op Shares, the
originals
of the
following documents or instruments:
(a) The loan
security agreement;
(b) The stock
certificate;
(c) The stock
power, executed in blank;
(d) The executed
proprietary lease;
(e) The executed
recognition agreement;
(f) The executed
UCC-1 financing statement with evidence of
recording thereon; and
(g) The executed
UCC-3 financing statements or other
appropriate UCC financing statements required by state
law, evidencing a complete and unbroken chain from the
mortgagee to the Trustee with evidence of recording
thereon (or in a form suitable for recordation).
(v) For each Letter of Credit, the original advice of such Letter
of
Credit
endorsed by the Pledge Holder and Wells Fargo Bank's notice of
transfer
(Exhibit A to the Letter of Credit) of beneficiary of such
Letter
of Credit
to the Trustee.
(b) Following a Document Transfer Event, the Seller shall, with
respect to each Mortgage Loan, deliver, or
cause to be delivered, to the
Custodian, within 60 days copies (which may
be in electronic form mutually
agreed upon by the Seller and the
Custodian) of the following additional
documents or instruments with respect to
each Mortgage Loan; provided, however,
that originals of such documents or
instruments shall be delivered to the
Custodian if originals are required under
the law in which the related Mortgaged
Property is located in order to exercise
all remedies available to the Trust
under applicable law following default by
the related Mortgagor:
(i) The original recorded Mortgage with evidence of recordation
noted
thereon or attached thereto, together with any addenda or
riders
thereto,
or a copy of such recorded Mortgage with such evidence of
recordation certified to be true and correct by the appropriate
governmental recording office; or a copy of such recorded Mortgage
with
such
evidence of recordation, or if the original Mortgage has been
submitted
for recordation but has not been returned from the applicable
public
recording office, a copy of the Mortgage certified by an officer
of
Wells
Fargo Bank or the applicable Wells Fargo Bank Correspondent to be
a
true and
correct copy of the original Mortgage submitted for
recordation;
(ii) The original of each assumption agreement, modification,
written
assurance or substitution agreement pertaining to such
Mortgage,
if any,
or, if such document is in the process of being recorded, a
copy
of such
document, certified by an officer of Wells Fargo Bank or the
applicable
Wells Fargo Bank Correspondent of such Mortgage Loan or by the
applicable
title insurance company, closing agent, settlement agent,
escrow
agent or closing attorney to be a true and correct copy of such
document
transmitted for recordation, if any;
(iii) For each MERS Mortgage Loan that is not a MOM Mortgage
Loan,
the
original assignment showing MERS as the assignee of the Mortgage,
with
evidence
of recording thereon or copies thereof certified by an officer
of
Wells Fargo Bank
or the applicable Wells Fargo Bank Correspondent to have
been
submitted for recordation;
(iv) Each original recorded intervening assignment of the
Mortgage
as may be
necessary to show a complete chain of title from the Mortgage
Loan
originator to Wells Fargo Bank or Wells Fargo Home Mortgage,
Inc.,
with
evidence of recordation noted thereon or attached thereto, or a
copy
of such
assignment with such evidence of recordation to be true and
correct by
the appropriate governmental recording office, or, if any such
assignment
has been submitted for recordation but has not been returned
from the
applicable public recording office or is not otherwise
available,
a copy of
such assignment certified by an officer of Wells Fargo Bank or
the
applicable Wells Fargo Bank Correspondent to be a true and
correct
copy of
the recorded assignment submitted for recordation; and
(v) The original policy of the title insurance or certificate
of
title
insurance or a written commitment to issue such a title
insurance
policy or
certificate of title insurance, or a copy of such title
insurance
certified as true and correct by the applicable insurer or any
attorney's certificate
of title with an Officer's Certificate of Wells
Fargo Bank
or the applicable Wells Fargo Bank Correspondent that such
attorney's
certificate of title is customarily used in lieu of a title
insurance
policy in the jurisdiction in which the related mortgage
property
is located.
(c) If any assignment of a Mortgage to the Trustee is in the
process
of being recorded on the Closing Date, the
Seller shall use its best efforts to
cause each such original recorded document
or certified copy thereof to be
delivered to the Custodian promptly
following its recordation, but in no event
later than one (1) year following the
Closing Date. If any Mortgage has been
recorded in the name of MERS or its
designee, no assignment of Mortgage in favor
of the Trustee will be required to be
prepared or delivered and instead, the
Master Servicer shall take all actions as
are necessary to cause the Trust
Estate to be shown as the owner of the
related Mortgage Loan on the records of
MERS for the purpose of the system of
recording transfers of beneficial
ownership of mortgages maintained by MERS.
The Seller shall also cause to be
delivered to the Custodian any other
original mortgage loan document included in
the Owner Mortgage Loan File if a copy
thereof has been delivered. The Seller
shall pay from its own funds, without any
right of reimbursement therefor, the
amount of any costs, liabilities and
expenses incurred by the Trust Estate by
reason of the failure of the Seller to
cause to be delivered to the Custodian
within one (1) year following the Closing
Date any assignment of a Mortgage
(except with respect to any Mortgage
recorded in the name of MERS) not delivered
to the Custodian on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller
may,
deliver or cause to be delivered to the
Custodian the assignment of the Mortgage
Loan to the Trustee in a form suitable for
recordation, if (i) with respect to a
particular state the Trustee has received
an Opinion of Counsel acceptable to it
that such recording is not required to make
the assignment effective against the
parties to the Mortgage or subsequent
purchasers or encumbrances of the
Mortgaged Property or (ii) the Seller has
been advised by each Rating Agency
that non-recordation in a state will not
result in a reduction of the rating
assigned by that Rating Agency at the time
of initial issuance of the
Certificates. Set forth on Exhibit K
attached hereto is a list of all states
where recordation is required by either
Rating Agency to obtain the initial
ratings of the Certificates. The Custodian
may rely and shall be protected in
relying upon the information contained in
such Exhibit K. In the event that the
Custodian receives notice that recording is
required to protect the right, title
and interest of the Trustee in and to any
such Mortgage Loan for which
recordation of an assignment has not
previously been required, the Custodian
shall promptly notify the Trustee and the
Custodian shall within five Business
Days (or such other reasonable period of
time mutually agreed upon by the
Custodian and the Trustee) of its receipt
of such notice deliver each previously
unrecorded assignment to the related
Servicer for recordation.
(d) Except for Mortgage Notes endorsed in blank, endorsements
shall
comply with the following format:
WITHOUT RECOURSE
PAY TO THE ORDER OF:
WACHOVIA BANK, NATIONAL ASSOCIATION, AS
TRUSTEE under the pooling and servicing
agreement dated as of [date].
and its successors and assigns,
[Wells Fargo Bank, N.A.] or [Wells Fargo Home Mortgage, Inc.]
[Signature of Officer]
[Officer's Name and Title]
Except where assignments in blank are authorized or in the case
of
any Mortgage registered in the name of
MERS, assignments of any Mortgage shall
comply with the following:
WACHOVIA BANK, NATIONAL ASSOCIATION, AS
TRUSTEE
and its successors and assigns
Section 2.02 Acceptance by Custodian.
Subject to the provisions of the following paragraph, pursuant
to
the Custodial Agreement, the Custodian, on
behalf of the Trustee, will declare
that it holds and will hold the documents
delivered to it pursuant to Section
2.01(a) above and the other documents
constituting a part of the Owner Mortgage
Loan Files or Retained Mortgage Loan Files
(after the occurrence of a Document
Transfer Event) delivered to it in trust,
upon the trusts herein set forth, for
the use and benefit of all present and
future Certificateholders. Upon execution
of this Agreement, the Custodian will
deliver to the Seller and the Trustee an
initial certification in the form of
Exhibit N hereto, to the effect that,
except as may be specified in a list of
exceptions attached thereto, it has
received the original Mortgage Notes
relating to each Mortgage Loan on the
Mortgage Loan Schedule.
The Custodian will review each Owner Mortgage Loan File within
45
days after execution of this Agreement. The
Custodian will deliver no later than
30 days after completion of such review to
the Seller and the Trustee a final
certification in the form of Exhibit O
hereto to the effect that, except as may
be specified in a list of exceptions
attached thereto, all required documents
set forth in Section 2.01(a) have been
executed and received and appear regular
on their face, and that such documents
relate to the Mortgage Loans identified
in the Mortgage Loan Schedule based on a
comparison of the Mortgage Loan
identifying number, Mortgagor name and
street address, and in so doing the
Custodian may rely on the purported due
execution and genuineness of any such
document and on the purported genuineness
of any signature thereon.
If within such 45 day period the Custodian finds any document
constituting a part of an Owner Mortgage
Loan File not to have been executed or
received or to be unrelated to the Mortgage
Loans identified in the Mortgage
Loan Schedule or not to appear regular on
its face, the Custodian shall promptly
(and in no event more than 30 days after
completion of the review) notify the
Trustee and the Trustee shall notify the
Seller. The Seller shall have a period
of 60 days after the date of such notice
within which to correct or cure any
such defect. The Seller hereby covenants
and agrees that, if any material defect
is not so corrected or cured, the Seller
will, not later than 60 days after the
Trustee's notice to it referred to above
respecting such defect, either (i)
repurchase the related Mortgage Loan or any
property acquired in respect thereof
from the Trust Estate at a price equal to
(a) 100% of the unpaid principal
balance of such Mortgage Loan plus (b)
accrued interest at the Mortgage Interest
Rate less any Fixed Retained Yield, through
the last day of the month in which
such repurchase takes place or (ii) if
within two years of the Startup Day, or
such other period permitted by the REMIC
Provisions, substitute for any Mortgage
Loan to which such material defect relates,
a new mortgage loan (a "Substitute
Mortgage Loan") having such characteristics
so that the representations and
warranties of the Seller set forth in
Section 2.03(b) hereof (other than Section
2.03(b)(i)) would not have been incorrect
had such Substitute Mortgage Loan
originally been a Mortgage Loan. In no
event shall any Substitute Mortgage Loan
have an unpaid principal balance, as of the
date of substitution, greater than
the Scheduled Principal Balance (reduced by
the scheduled payment of principal
due on the Due Date in the month of
substitution) of the Mortgage Loan for which
it is substituted. In addition, such
Substitute Mortgage Loan shall have a
Loan-to-Value Ratio less than or equal to
and a Net Mortgage Interest Rate equal
to that of the Mortgage Loan for which it
is substituted.
In the case of a repurchased Mortgage Loan or property, the
purchase
price shall be deposited by the Seller in
the Certificate Account maintained by
the Master Servicer pursuant to Section
3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage Loan File
(and Retained Mortgage Loan File, if
required pursuant to Section 2.01(b)
hereof) relating thereto shall be delivered
to the Custodian and the Substitution
Principal Amount, together with (i)
interest on such Substitution Principal
Amount at the applicable Net Mortgage
Interest Rate to the following Due Date of
such Mortgage Loan which is being
substituted for and (ii) an amount equal to
the aggregate amount of unreimbursed
Periodic Advances in respect of interest
previously made by the Servicer, the
Master Servicer or the Trustee with respect
to such Mortgage Loan, shall be
deposited in the Certificate Account. The
Monthly Payment on the Substitute
Mortgage Loan for the Due Date in the month
of substitution shall not be part of
the Trust Estate. Upon receipt by the
Custodian of a Request for Release signed
by an officer of the Seller, the Custodian
shall release to the Seller the
related Owner Mortgage Loan File (and
Retained Mortgage Loan File, if
applicable). The Trustee shall execute and
deliver such instrument of transfer
or assignment (or, in the case of a
Mortgage Loan registered in the name of MERS
or its designee, the Master Servicer shall
cause the applicable Servicer to take
all necessary action to reflect such
assignment on the records of MERS), in each
case without recourse, as shall be
necessary to vest in the Seller legal and
beneficial ownership of such substituted or
repurchased Mortgage Loan or
property. It is understood and agreed that
the obligation of the Seller to
substitute a new Mortgage Loan for or
repurchase any Mortgage Loan or property
as to which such a material defect in a
constituent document exists shall
constitute the sole remedy respecting such
defect available to the
Certificateholders or the Trustee on behalf
of the Certificateholders. The
failure of the Custodian to give the final
certification or the Trustee to give
any notice within the required time periods
shall not affect or relieve the
Seller's obligation to repurchase any
Mortgage Loan pursuant to this Section
2.02.
Section 2.03 Representations and Warranties of the Master
Servicer
and the Seller.
(a) The Master Servicer hereby represents and warrants to the
Trustee for the benefit of the
Certificateholders that, as of the date of
execution of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered
and validly existing in good standing under the laws of the
United
States;
(ii) The execution and delivery of this Agreement by the Master
Servicer
and its performance and compliance with the terms of this
Agreement
will not violate the Master Servicer's corporate charter or
by-laws or
constitute a default (or an event which, with notice or lapse
of time,
or both, would constitute a default) under, or result in the
breach of,
any material contract, agreement or other instrument to which
the Master
Servicer is a party or which may be applicable to the Master
Servicer
or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery
by the Trustee and the Seller, constitutes a valid, legal and
binding
obligation of the Master Servicer, enforceable against it in
accordance
with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting
the
enforcement of creditors' rights generally and to general
principles of
equity,
regardless of whether such enforcement is considered in a
proceeding
in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order
or decree
of any court or any order, regulation or demand of any federal,
state,
municipal or governmental agency, which default might have
consequences that would materially and adversely affect the
condition
(financial
or other) or operations of the Master Servicer or its
properties
or might have consequences that would affect its performance
hereunder;
and
(v) No litigation is pending or, to the best of the Master
Servicer's
knowledge, threatened against the Master Servicer which would
prohibit
its entering into this Agreement or performing its obligations
under this
Agreement.
It is understood and agreed that the representations and
warranties
set forth in this Section 2.03(a) shall
survive delivery of the respective Owner
Mortgage Loan Files to the Trustee or the
Custodian.
(b) The Seller hereby represents and warrants to the Trustee for
the
benefit of Certificateholders that, as of
the date of execution of this
Agreement, with respect to the Mortgage
Loans, or each Mortgage Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule was
true
and
correct in all material respects at the date or dates respecting
which
such
information is furnished as specified in the Mortgage Loan
Schedule;
(ii) Immediately prior to the transfer and assignment
contemplated
herein,
the Seller was the sole owner and holder of the Mortgage Loan
free
and clear
of any and all liens, pledges, charges or security interests of
any nature
and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first
lien
on the
property therein described, and the Mortgaged Property is free
and
clear of
all encumbrances and liens having priority over the first lien
of
the
Mortgage except for liens for real estate taxes and special
assessments not yet due and payable and liens or interests arising
under
or as a
result of any federal, state or local law, regulation or
ordinance
relating
to hazardous wastes or hazardous substances, and, if the
related
Mortgaged
Property is a condominium unit, any lien for common charges
permitted
by statute or homeowners association fees; and if the Mortgaged
Property
consists of shares of a cooperative housing corporation, any
lien
for
amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents
or
maintenance expenses secured by the real property owned by the
cooperative
housing
corporation; and any security agreement, chattel mortgage or
equivalent
document related to, and delivered to the Trustee or to the
Custodian
with, any Mortgage establishes in the Seller a valid and
subsisting
first lien on the property described therein and the Seller has
full right
to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or
the
related
Mortgage Note has modified the Mortgage or the related Mortgage
Note in
any material respect, satisfied, canceled or subordinated the
Mortgage
in whole or in part, released the Mortgaged Property in whole
or
in part
from the lien of the Mortgage, or executed any instrument of
release,
cancellation, modification or satisfaction, except in each case
as is
reflected in an agreement delivered to the Trustee or the
Custodian
pursuant
to Section 2.01(a);
(v) All taxes, governmental assessments, insurance premiums,
and
water,
sewer and municipal charges, which previously became due and
owing
have been
paid, or an escrow of funds has been established, to the extent
permitted
by law, in an amount sufficient to pay for every such item
which
remains
unpaid; and the Seller has not advanced funds, or received any
advance of
funds by a party other than the Mortgagor, directly or
indirectly
(except pursuant to any Subsidy Loan arrangement) for the
payment of
any amount required by the Mortgage, except for interest
accruing
from the date of the Mortgage Note or date of disbursement of
the
Mortgage
Loan proceeds, whichever is later, to the day which precedes by
thirty
days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire,
earthquake,
earth
movement other than earthquake, windstorm, flood, tornado or
similar
casualty
(excluding casualty from the presence of hazardous wastes or
hazardous
substances, as to which the Seller makes no representations),
so
as to
affect adversely the value of the Mortgaged Property as security
for
the
Mortgage Loan or the use for which the premises were intended and
to
the best
of the Seller's knowledge, there is no proceeding pending or
threatened
for the total or partial condemnation of the Mortgaged
Property;
(vii) The Mortgaged Property is free and clear of all mechanics'
and
materialmen's liens or liens in the nature thereof; provided,
however,
that this
warranty shall be deemed not to have been made at the time of
the
initial issuance of the Certificates if a title policy affording,
in
substance,
the same protection afforded by this warranty is furnished to
the
Trustee by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage
Loans secured by residential long-term leases, the Mortgaged
Property
consists of a fee simple estate in real property; all of the
improvements which are included for the purpose of determining
the
appraised
value of the Mortgaged Property lie wholly within the
boundaries
and
building restriction lines of such property and no improvements
on
adjoining
properties encroach upon the Mortgaged Property (unless insured
against
under the related title insurance policy); and to the best of
the
Seller's
knowledge, the Mortgaged Property and all improvements thereon
comply with all requirements of
any applicable zoning and subdivision laws
and
ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable
state,
federal or
local laws, regulations and other requirements, pertaining to
usury, and
the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections,
licenses
and
certificates required to be made or issued with respect to all
occupied
portions of the Mortgaged Property and, with respect to the use
and
occupancy of the same, including, but not limited to, certificates
of
occupancy
and fire underwriting certificates, have been made or obtained
from the
appropriate authorities;
(xi) All payments required to be made up to the Due Date
immediately
preceding
the Cut-Off Date for such Mortgage Loan under the terms of the
related
Mortgage Note have been made and no Mortgage Loan had more than
one
delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other
agreements
executed
in connection therewith are genuine, and each is the legal,
valid
and
binding obligation of the maker thereof, enforceable in
accordance
with its
terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the
enforcement
of
creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a
proceeding in
equity or
at law); and, to the best of the Seller's knowledge, all
parties
to the
Mortgage Note and the Mortgage had legal capacity to execute
the
Mortgage
Note and the Mortgage and each Mortgage Note and Mortgage has
been duly
and properly executed by the Mortgagor;
(xiii) Each Mortgage Loan at the time it was originated complied
in
all
material respects with applicable federal, state and local laws
including,
without limitation, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit
opportunity,
predatory
and abusive lending laws and disclosure laws;
(xiv) The proceeds of the Mortgage Loans have been fully
disbursed,
there is
no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site
improvements and
as to
disbursements of any escrow funds therefor have been complied
with
(except
for escrow funds for exterior items which could not be
completed
due to
weather and escrow funds for the completion of swimming pools);
and
all costs,
fees and expenses incurred in making, closing or recording the
Mortgage Loan have been paid,
except recording fees with respect to
Mortgages
not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged
Property located in any jurisdiction, as to which an opinion of
counsel of
the type customarily rendered in such jurisdiction in lieu of
title
insurance is instead received) is covered by an American Land
Title
Association mortgagee title insurance policy or other generally
acceptable
form of
policy or insurance acceptable to Fannie Mae or Freddie Mac,
issued by
a title insurer acceptable to Fannie Mae or Freddie Mac
insuring
the
originator, its successors and assigns, as to the first priority
lien
of the
Mortgage in the original principal amount of the Mortgage Loan
and
subject
only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions
and
restrictions, rights of way, easements and other matters of public
record
as of the
date of recording of such Mortgage acceptable to mortgage
lending
institutions in the area in which the Mortgaged Property is
located or
specifically referred to in the appraisal performed in
connection with the
origination of the related Mortgage Loan, (C) liens
created
pursuant to any federal, state or local law, regulation or
ordinance
affording liens for the costs of clean-up of hazardous
substances
or hazardous wastes or for other environmental protection
purposes
and (D) such other matters to which like properties are
commonly
subject
which do not individually, or in the aggregate, materially
interfere
with the benefits of the security intended to be provided by
the
Mortgage;
the Seller is the sole insured of such mortgagee title
insurance
policy,
the assignment to the Trustee of the Seller's interest in such
mortgagee
title insurance policy does not require any consent of or
notification to the insurer which has not been obtained or made,
such
mortgagee
title insurance policy is in full force and effect and will be
in full
force and effect and inure to the benefit of the Trustee, no
claims
have been made under such mortgagee title insurance policy, and
no
prior
holder of the related Mortgage, including the Seller, has done,
by
act or
omission, anything which would impair the coverage of such
mortgagee
title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is
insured
by an
insurer acceptable to Fannie Mae or Freddie Mac against loss by
fire
and such
hazards as are covered under a standard extended coverage
endorsement, in an amount which is not less than the lesser of 100%
of the
insurable
value of the Mortgaged Property and the outstanding principal
balance of
the Mortgage Loan, but in no event less than the minimum amount
necessary
to fully compensate for any damage or loss on a replacement
cost
basis; if
the Mortgaged Property is a condominium unit, it is included
under the
coverage afforded by a blanket policy for the project; if upon
origination of the Mortgage Loan, the improvements on the
Mortgaged
Property were in
an area identified in the Federal Register by the Federal
Emergency
Management Agency as having special flood hazards, a flood
insurance
policy meeting the requirements of the current guidelines of
the
Federal
Insurance Administration is in effect with a generally
acceptable
insurance
carrier, in an amount representing coverage not less than the
least of
(A) the outstanding principal balance of the Mortgage Loan, (B)
the full
insurable value of the Mortgaged Property and (C) the maximum
amount of
insurance which was available under the National Flood
Insurance
Act of
1968, as amended; and each Mortgage obligates the Mortgagor
thereunder
to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no
default,
breach,
violation or event of acceleration existing under the Mortgage
or
the
related Mortgage Note and no event which, with the passage of time
or
with
notice and the expiration of any grace or cure period, would
constitute
a default, breach, violation or event of acceleration; the
Seller has
not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or
has
been
commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense
of
usury, nor
will the operation of any of the terms of the Mortgage Note or
Mortgage,
or the exercise of any right thereunder, render the Mortgage
Note or
Mortgage unenforceable, in whole or in part, or subject it to
any
right of
rescission, set-off, counterclaim or defense, including the
defense of
usury, and no such right of rescission, set-off, counterclaim
or defense
has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments,
resulting
in
complete amortization of the Mortgage Loan over a term of not more
than
360
months;
(xx) Each Mortgage contains customary and enforceable
provisions
such as to
render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of
the
security,
including realization by judicial foreclosure (subject to any
limitation
arising from any bankruptcy, insolvency or other law for the
relief of
debtors), and there is no homestead or other exemption
available
to the
Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in
any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States
and
consists
of a one- to four-unit r
