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
Mortgage Asset-Backed Pass-Through Certificates
Series 2005-2
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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 and Reserve
Accounts......................
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..........................................
Section 3.12 Optional Purchases of Delinquent
Loans........................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Interest
Distributions........................................
Section 4.02 Distributions of Principal and
Monthly Excess Cashflow Amounts
Section 4.03 Allocation of
Losses..........................................
Section 4.04 Method of
Distribution........................................
Section 4.05 Paying
Agent..................................................
Section 4.06 Statements to Certificateholders;
Reports to the Trustee
and the Seller...............................................
Section 4.07 Reports to Mortgagors and the
Internal Revenue Service........
Section 4.08 Calculation of Amounts; Binding
Effect of Interpretations and
Actions of Master Servicer...................................
Section 4.09 REMIC
Distributions...........................................
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............................
Section 7.07 Authenticating
Agent..........................................
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
[Reserved]....................................................
Section 8.12 Separate Trustees and
Co-Trustees.............................
Section 8.13 Tax Matters; Compliance with REMIC
Provisions.................
Section 8.14 Monthly
Advances..............................................
ARTICLE IX
GRANTOR TRUST ADMINISTRATION
Section 9.01 Grantor Trust
Administration..................................
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by
the Seller or Liquidation of
All Mortgage Loans...........................................
Section 10.02 Additional Termination
Requirements...........................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment.....................................................
Section 11.02 Recordation of
Agreement......................................
Section 11.03 Limitation on Rights of
Certificateholders....................
Section 11.04 Governing Law;
Jurisdiction...................................
Section 11.05
Notices.......................................................
Section 11.06 Severability of
Provisions....................................
Section 11.07 Special Notices to Rating
Agencies............................
Section 11.08 Covenant of
Seller............................................
Section 11.09
Recharacterization............................................
SCHEDULE I - Applicable Unscheduled
Principal Receipt Period
<PAGE>
EXHIBITS
EXHIBIT A-1
-
Form of Face of Class A-1 Certificate
EXHIBIT A-2
-
Form of Face of Class A-2 Certificate
EXHIBIT A-3
-
Form of Face of Class A-3 Certificate
EXHIBIT A-4
- Form of Face of Class
A-4 Certificate
EXHIBIT A-5
-
Form of Face of Class A-5 Certificate
EXHIBIT B-1
-
Form of Face of Class M-1 Certificate
EXHIBIT B-2
-
Form of Face of Class M-2 Certificate
EXHIBIT B-3
-
Form of Face of Class M-3 Certificate
EXHIBIT B-4
-
Form of Face of Class M-4 Certificate
EXHIBIT B-5
-
Form of Face of Class M-5 Certificate
EXHIBIT C-1
-
Form of Face of Class B-1 Certificate
EXHIBIT C-2
-
Form of Face of Class B-2 Certificate
EXHIBIT C-3
-
Form of Face of Class B-3 Certificate
EXHIBIT D-1
-
Form of Class CE Certificates
EXHIBIT D-2
-
Form of Class P Certificates
EXHIBIT D-3
-
Form of Class R-1 Certificate
EXHIBIT D-4
-
Form of Class R-2 Certificate
EXHIBIT E
-
Custodial Agreement
EXHIBIT F-1
-
Schedule of Type 2 Mortgage Loans
EXHIBIT F-2
-
Schedule of Other Servicer Mortgage Loans
EXHIBIT G
-
Request for Release
EXHIBIT H
-
Form of Residual Certificate Transfer Affidavit
EXHIBIT I
-
Letter from Transferor of Residual Certificates
EXHIBIT J-1
-
Form of Investment Letter (Non-Rule 144A)
EXHIBIT J-2
-
Form of Rule 144A Investment Letter
EXHIBIT J-3
-
Form of Transferor Certificate for the Class CE
and Class P Certificates
EXHIBIT J-4
-
Form of Transferor Certificate for the Class B-3
Certificates
EXHIBIT J-5
-
Form of ERISA Representation
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
-
Prepayment Penalty Matrices
EXHIBIT R-1
-
Form of Class A Yield Maintenance Agreement
EXHIBIT R-2
-
Form of Subordinated Certificates Yield
Maintenance Agreement
<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.
PRELIMINARY STATEMENT
The Seller intends to sell pass-through certificates
(collectively,
the "Certificates"), to be issued hereunder
in multiple Classes, which in the
aggregate will evidence the entire
beneficial ownership interest in the Trust
Estate created hereunder. The Certificates
will consist of seventeen Classes of
Certificates, designated as (i) the Class
A-1, Class A-2, Class A-3, Class A-4
and Class A-5 Certificates, (ii) the Class
M-1, Class M-2, Class M-3, Class M-4
and Class M-5 Certificates, (iii) the Class
B-1, Class B-2 and Class B-3
Certificates, (iv) the Class CE
Certificates, (v) the Class P Certificates and
(vi) the Class R-1 and Class R-2
Certificates.
REMIC 1
As provided herein, the Trustee will make an election to treat
the
segregated pool of assets consisting of the
Mortgage Loans and certain other
related assets subject to this Agreement
(but exclusive of the Yield Maintenance
Agreements, the Reserve Accounts, the Cap
Carryover Amounts, the Prepayment
Penalties, the Servicer Prepayment Penalty
Payment Amounts and the Originator
Prepayment Penalty Payment Amounts) as a
real estate investment conduit (a
"REMIC") for federal income tax purposes,
and such segregated pool of assets
will be designated as "REMIC 1." The Class
R-1 Certificate will represent the
sole class of "residual interest" in REMIC
1 for purposes of the REMIC
Provisions under federal income tax law.
The following table irrevocably sets
forth the designation, the Uncertificated
REMIC 1 Pass-Through Rate, the initial
Uncertificated Principal Balance, and
solely for purposes of satisfying Treasury
Regulations Section 1.860G-1(a)(4)(iii),
the "latest possible maturity date" for
each of the REMIC 1 Regular Interests. None
of the REMIC 1 Regular Interests
will be certificated.
<PAGE>
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Uncertificated
Initial
REMIC 1 Pass-Through Uncertificated
Latest
Possible
Designation
Rate
Principal Balance Maturity Date(1)
--------------------------------------------------------------------------------
LT1AA
Variable(2)
$169,047,174.66
November 25, 2035
LT1A1
Variable(2)
$965,955.00
November 25, 2035
LT1A2
Variable(2)
$241,805.00
November 25, 2035
LT1A3
Variable(2)
$26,870.00
November 25, 2035
LT1A4
Variable(2)
$255,005.00
November 25, 2035
LT1A5
Variable(2)
$28,335.00
November 25, 2035
LT1AUR
Variable(2)
$1.00 November
25, 2035
LT1M1
Variable(2)
$77,625.00
November 25, 2035
LT1M2
Variable(2)
$43,120.00
November 25, 2035
LT1M3
Variable(2)
$15,525.00
November 25, 2035
LT1M4
Variable(2)
$27,595.00
November 25, 2035
LT1M5
Variable(2)
$11,220.00
November 25, 2035
LT1B1
Variable(2)
$8,620.00
November 25, 2035
LT1B2
Variable(2)
$8,620.00
November 25, 2035
LT1B3
Variable(2)
$8,620.00
November 25, 2035
LT1ZZ
Variable(2)
$1,731,026.34
November 25,
2035
LT1XX
Variable(2)
$172,497,117.00
November 25, 2035
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(1) Solely for purposes of
Treasury Regulations Section 1.860G-1(a)(4)(iii),
the
Distribution Date immediately following the maturity date for
the
Mortgage
Loan with the latest maturity date has been designated as the
"latest
possible maturity date" for each REMIC 1 Regular Interest.
(2) Calculated in accordance
with the definition of "Uncertificated REMIC 1
Pass-Through Rate" herein.
<PAGE>
REMIC 2
As provided herein, the Trustee shall make an election to treat
the
segregated pool of assets consisting of the
REMIC 1 Regular Interests as a REMIC
for federal income tax purposes, and such
segregated pool of assets will be
designated as "REMIC 2." The Class R-2
Certificate represents the sole class of
"residual interest" in REMIC 2 for purposes
of the REMIC Provisions.
The following table sets forth (or describes) the Class
designation,
Original Principal Balance and the
Pass-Through Rate for each Class of
Certificates comprising the interests in
the Trust Estate created hereunder:
-------------------------------------------------------------
Original Principal Pass-Through
Class
Balance
Rate
-------------------------------------------------------------
A-1
$193,191,000.00
(1)
A-2
$48,361,000.00
(2)
A-3
$5,374,000.00
(3)
A-4
$51,001,000.00
(4)
A-5
$5,667,000.00
(5)
R-1(15)
$100.00
0.00%
R-2
$100.00
0.00%
M-1
$15,525,000.00
(6)
M-2
$8,624,000.00
(7)
M-3
$3,105,000.00
(8)
M-4
$5,519,000.00
(9)
M-5
$2,244,000.00
(10)
B-1
$1,724,000.00
(11)
B-2
$1,724,000.00
(12)
B-3
$1,724,000.00
5.000%(13)
CE
(14)
(14)
P
N/A
N/A
Total
$343,783,200.00
-------------------------------------------------------------
(1) The Pass-Through Rate for
the Class A-1 Certificates during each Interest
Accrual
Period is equal to the lesser of: (i) the Class A-1 Formula
Rate
and (ii)
the Pool Cap for such Distribution Date.
(2) The Pass-Through Rate for
the Class A-2 Certificates during each Interest
Accrual
Period is equal to the lesser of: (i) the Class A-2 Formula
Rate
and (ii)
the Pool Cap for such Distribution Date.
(3) The Pass-Through Rate for
the Class A-3 Certificates during each Interest
Accrual
Period is equal to the lesser of: (i) the Class A-3 Formula
Rate
and (ii)
the Pool Cap for such Distribution Date.
(4) The Pass-Through Rate for
the Class A-4 Certificates during each Interest
Accrual
Period is equal to the lesser of: (i) the Class A-4 Formula
Rate
and (ii)
the Pool Cap for such Distribution Date.
(5) The Pass-Through Rate for
the Class A-5 Certificates during each Interest
Accrual
Period is equal to the lesser of: (i) the Class A-5 Formula
Rate
and (ii)
the Pool Cap for such Distribution Date.
(6) The Pass-Through Rate for
the Class M-1 Certificates during each Interest
Accrual
Period is equal to the lesser of: (i) the Class M-1 Formula
Rate
and (ii)
the Pool Cap for such Distribution Date.
(7) The Pass-Through Rate for
the Class M-2 Certificates during each Interest
Accrual
Period is equal to the lesser of: (i) the Class M-2 Formula
Rate
and (ii)
the Pool Cap for such Distribution Date.
(8) The Pass-Through Rate for
the Class M-3 Certificates during each Interest
Accrual
Period is equal to the lesser of: (i) the Class M-3 Formula
Rate
and (ii)
the Pool Cap for such Distribution Date.
(9) The Pass-Through Rate for
the Class M-4 Certificates during each Interest
Accrual
Period is equal to the lesser of: (i) the Class M-4 Formula
Rate
and (ii)
the Pool Cap for such Distribution Date.
(10) The Pass-Through Rate for the
Class M-5 Certificates during each Interest
Accrual
Period is equal to the lesser of: (i) the Class M-5 Formula
Rate
and (ii)
the Pool Cap for such Distribution Date.
(11) The Pass-Through Rate for the
Class B-1 Certificates during each Interest
Accrual
Period is equal to the lesser of: (i) the Class B-1 Formula
Rate
and (ii) the
Pool Cap for such Distribution Date.
(12) The Pass-Through Rate for the
Class B-2 Certificates during each Interest
Accrual
Period is equal to the lesser of: (i) the Class B-2 Formula
Rate
and (ii)
the Pool Cap for such Distribution Date.
(13) The Pass-Through Rate for the
Class B-3 Certificates during each Interest
Accrual
Period is equal to the lesser of: (i) the rate set forth in the
table
above (which will increase to 5.50% per annum for each
Distribution
Date after the
Optional Termination Date) and (ii) the Pool Cap for such
Distribution Date.
(14) Solely for REMIC purposes, the
Class CE Certificates will (i) have an
Original
Principal Balance equal to the Initial Overcollateralization
Amount (but will
not bear interest on such amount) and (ii) will bear
interest
on their Notional Amount.
(15) The Class R-1 Certificate is the
residual interest in REMIC 1 and does not
represent
an interest in REMIC 2.
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used in this Agreement or in the Preliminary Statement,
the
following words and phrases, unless the
context otherwise requires, shall have
the meanings specified in this Article.
Interest on all Regular Certificates
(other than the Class B-3 Certificates)
will be calculated on the basis of the
actual number of days in the related
Interest Accrual Period and a 360-day year.
Interest on the Class B-3 Certificates will
be calculated on the basis of a
360-day year assumed to consist of twelve
30-day months.
1933 Act: The Securities Act of 1933, as amended.
60+ Day Delinquent Loan: Each Mortgage Loan (including each
Mortgage
Loan in foreclosure and each Mortgage Loan
for which the Mortgagor has filed for
bankruptcy after the Closing Date) with
respect to which any portion of a
Monthly Payment is, as of the last day of
the prior Collection Period, two
months or more past due and each REO
Mortgage Loan.
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.
Account: Any of the Certificate Account, the Class A Reserve
Account
or the Subordinated Certificates Reserve
Account.
Accrued Certificate Interest: With respect to each Distribution
Date
and Class of Certificates (other than the
Class CE, Class P and Residual
Certificates), an amount equal to the
interest accrued at the Pass-Through Rate
set forth or described for such Class in
the table in the Preliminary Statement
during the related Interest Accrual Period
on the Principal Balance of such
Class of Certificates, reduced by such
Class' Interest Percentage of any Current
Interest Shortfall for such Distribution
Date.
Adjustment Date: With respect to each Mortgage Loan, each
adjustment
date on which the Mortgage Interest Rate
changes pursuant to the related
Mortgage Note. The first Adjustment Date
following the applicable Cut-Off Date
as to each Mortgage Loan is set forth in
the Mortgage Loan Schedule.
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.
Applied Realized Loss Amount: With respect to each Distribution
Date, the excess, if any, of (a) the
aggregate of the Principal Balances of the
Certificates (after giving effect to all
distributions on such Distribution Date
and the increase of any Principal Balances
as a result of Subsequent Recoveries)
over (b) the Pool Balance as of the end of
the related Collection Period.
Authenticating Agent: Any authenticating agent appointed by the
Master Servicer pursuant to Section 7.07.
There shall initially be no
Authenticating Agent for the
Certificates.
Available Funds: As to any Distribution Date, an amount equal to
the
excess of (i) the sum of: (a) the aggregate
of the Monthly Payments due during
the related Collection Period and received
on or prior to the related
Determination Date by a Servicer, (b)
Liquidation Proceeds, Insurance Proceeds,
Condemnation Proceeds, Principal
Prepayments, Substitution Adjustment Amounts,
the Purchase Price for any repurchased
Mortgage Loan, the Termination Price with
respect to the termination of the Trust
pursuant to Section 10.01 hereof and
other unscheduled recoveries of principal
and interest (excluding Prepayment
Penalties, Originator Prepayment Penalty
Payment Amounts and Servicer Prepayment
Penalty Payment Amounts) in respect of the
Mortgage Loans during the related
Unscheduled Principal Receipt Period, (c)
the aggregate of any amounts received
in respect of an REO Mortgage Loan
deposited in the Certificate Account for such
Distribution Date, (d) any Compensating
Interest for such Distribution Date, (e)
the aggregate of any Periodic Advances made
by a Servicer or the Trustee for
such Distribution Date and (f) any
Reimbursement Amount or Subsequent Recovery
deposited into the Certificate Account
during the related Unscheduled Principal
Receipt Period over (ii) the sum of (a)
amounts reimbursable or payable to the
Master Servicer pursuant to this Agreement,
including but not limited to
Sections 3.02, 3.09 and 6.03, (b) amounts
reimbursable or payable to the Trustee
pursuant to Section 8.06, (c) Stayed Funds,
(d) the Servicing Fee and (e)
amounts deposited in the Certificate
Account in error.
Available Master Servicing Compensation: With respect to any
Distribution Date, the sum of (a) interest
earned on Eligible Investments of
funds in the Certificate Account 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: Title 11 of the United States Code, as
amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction;
provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss
hereunder so long as the applicable
Servicer has notified the Master Servicer
and the Trustee in writing that such
Servicer is diligently pursuing any
remedies that may exist in connection with
the representations and warranties made
regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not
in default with regard to payments
due thereunder or (B) delinquent payments
of principal and interest under the
related Mortgage Loan and any premiums on
any applicable primary hazard
insurance policy and any related escrow
payments in respect of such Mortgage
Loan are being advanced on a current basis
by such Servicer without giving
effect to any Debt Service Reduction.
Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such
Book-Entry Certificate, as reflected
on the books of the Clearing Agency, or on
the books of a Person maintaining an
account with such Clearing Agency (directly
or as an indirect participant, in
accordance with the rules of such Clearing
Agency), as the case may be.
Book-Entry
Certificate: Any one of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-5
Certificates, Class M-1 Certificates, Class
M-2 Certificates, Class M-3
Certificates, Class M-4 Certificates, Class
M-5 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.
Cap Carryover Amount: If on any Distribution Date, the Accrued
Certificate Interest for any Certificate is
based upon the Pool Cap, the excess
of (i) the amount of interest such
Certificate would have been entitled to
receive on such Distribution Date based on
the related Formula Rate (in the case
of the Floating Rate Certificates) or the
Class B-3 Fixed Rate (in the case of
the Class B-3 Certificates), over (ii) the
amount of interest such Certificate
received on such Distribution Date based on
the Pool Cap, together with the
unpaid portion of any such excess from
prior Distribution Dates (and interest
accrued thereon at the then applicable
Formula Rate (in the case of the Floating
Rate Certificates) or the Class B-3 Fixed
Rate (in the case of the Class B-3
Certificates) on such Certificate).
Certificate: Any Regular Certificate, Class P Certificate or
Residual Certificate.
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, Wells Fargo Bank, N.A.;
thereafter
any other Certificate Custodian acceptable
to The Depository Trust Company and
selected by Wells Fargo Bank, N.A.
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
Master Servicer.
Certificateholder or Holder: The Person in whose name a
Certificate
is registered in the Certificate Register,
except that, (a) a Disqualified
Organization or non-U.S. Person shall not
be a Holder of a Residual Certificate
for any purpose hereof and (b) solely for
the purposes of the taking of any
action under Articles VII or VIII, any
Certificate registered in the name of the
Master Servicer, a Servicer or any
affiliate thereof shall be deemed not to be
outstanding and the Voting Interest
evidenced thereby shall not be taken into
account in determining whether the
requisite percentage of Certificates
necessary to effect any such action has
been obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest
evidenced thereby.
Class A Certificate: Any one of the Certificates with an "A"
designated on the face thereof
substantially in the form annexed hereto as
Exhibit A-1, Exhibit A-2, Exhibit A-3,
Exhibit A-4 and Exhibit A-5, executed by
the Master Servicer on behalf of the Trust
and authenticated and delivered by
the Certificate Registrar, representing the
right to distributions as set forth
herein and therein.
Class A Certificate Group I: The Class A-1 Certificates.
Class A Certificate Group II: The Class A-2 and Class A-3
Certificates.
Class A Certificate Group III: The Class A-4 and Class A-5
Certificates.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Reserve Account: The trust account created and maintained
by
the Master Servicer pursuant to Section
3.01(f) which shall be entitled "Class A
Reserve Account, Wells Fargo Bank, N.A., as
Master Servicer, in trust for
registered Holders of the Class A
Certificates of Wells Fargo Alternative Loan
2005-2 Trust, Mortgage Asset-Backed
Pass-Through Certificates, Series 2005-2,"
and which must be an Eligible Account.
Amounts on deposit in the Class A Reserve
Account shall not be invested. The Class A
Reserve Account shall not be an asset
of either REMIC formed under this
Agreement.
Class A Yield Maintenance Agreement: The yield maintenance
agreement
assigned to the Trust substantially in the
form attached hereto as Exhibit R-1.
The Class A Yield Maintenance Agreement
shall not be an asset of either REMIC
formed under this Agreement.
Class A Yield Maintenance Agreement Payment: On each
Distribution
Date through the Distribution Date in July
2008, the amount equal to the product
of (a) the excess of the lesser of (i)
One-Month LIBOR and (ii) 9.80860% over
the cap rate for such Distribution Date, as
set forth on the annex attached to
the Class A Yield Maintenance Agreement for
such Distribution Date, (b) the
lesser of (i) the notional amount as
determined in accordance with the Class A
Yield Maintenance Agreement for such
Distribution Date and (ii) the aggregate
Principal Balance of the Class A
Certificates for such Distribution Date and (c)
a fraction, the numerator of which is the
actual number of days elapsed since
the previous Distribution Date (or the
Closing Date, in the case of the first
Distribution Date) to but excluding the
current Distribution Date and the
denominator of which is 360.
Class A-1 Certificate Margin: For each Distribution Date (i) on
or
prior to the Optional Termination Date,
0.130% per annum, and (ii) following the
Optional Termination Date, 0.260% per
annum.
Class A-1 Certificateholder: The registered holder of a Class
A-1
Certificate.
Class A-1 Formula Rate: For each Distribution Date, a rate per
annum
equal to One-Month LIBOR as of the related
LIBOR Determination Date, plus the
Class A-1 Certificate Margin.
Class A-2 Certificateholder: The registered holder of a Class
A-2
Certificate.
Class A-2 Certificate Margin: For each Distribution Date (i) on
or
prior to the Optional Termination Date,
0.260% per annum, and (ii) following the
Optional Termination Date, 0.520% per
annum.
Class A-2 Formula Rate: For each Distribution Date, a rate per
annum
equal to One-Month LIBOR as of the related
LIBOR Determination Date, plus the
Class A-2 Certificate Margin.
Class A-3 Certificateholder: The registered holder of a Class
A-3
Certificate.
Class A-3 Certificate Margin: For each Distribution Date (i) on
or
prior to the Optional Termination Date,
0.310% per annum, and (ii) following the
Optional Termination Date, 0.620% per
annum.
Class A-3 Formula Rate: For each Distribution Date, a rate per
annum
equal to One-Month LIBOR as of the related
LIBOR Determination Date, plus the
Class A-3 Certificate Margin.
Class A-4 Certificateholder: The registered holder of a Class
A-4
Certificate.
Class A-4 Certificate Margin: For each Distribution Date (i) on
or
prior to the Optional Termination Date,
0.340% per annum, and (ii) following the
Optional Termination Date, 0.680% per
annum.
Class A-4 Formula Rate: For each Distribution Date, a rate per
annum
equal to One-Month LIBOR as of the related
LIBOR Determination Date, plus the
Class A-4 Certificate Margin.
Class A-5 Certificateholder: The registered holder of a Class
A-5
Certificate.
Class A-5 Certificate Margin: For each Distribution Date (i) on
or
prior to the Optional Termination Date,
0.410% per annum, and (ii) following the
Optional Termination Date, 0.820% per
annum.
Class A-5 Formula Rate: For each Distribution Date, a rate per
annum
equal to One-Month LIBOR as of the related
LIBOR Determination Date, plus the
Class A-5 Certificate Margin.
Class B Certificate: Any one of the Certificates with a "B"
designated on the face thereof
substantially in the form annexed hereto as
Exhibit C-1, Exhibit C-2 and Exhibit C-3,
executed by the Master Servicer on
behalf of the Trust and authenticated and
delivered by the Certificate
Registrar, representing the right to
distributions as set forth herein and
therein.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B-1 Certificateholder: The registered holder of a Class
B-1
Certificate.
Class B-1 Certificate Margin: For each Distribution Date (i) on
or
prior to the Optional Termination Date,
1.300% per annum, and (ii) following the
Optional Termination Date, 1.950% per
annum.
Class B-1 Formula Rate: For each Distribution Date, a rate per
annum
equal to One-Month LIBOR as of the related
LIBOR Determination Date, plus the
Class B-1 Certificate Margin.
Class B-1 Principal Distribution Amount: As of any Distribution
Date
on or after the Stepdown Date and as long
as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of
the Principal Balances of the Senior
Certificates (after taking into account the
payment of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Principal Balance of
the Class M-1 Certificates (after taking
into account the payment of the Class
M-1 Principal Distribution Amount on such
Distribution Date), (iii) the
Principal Balance of the Class M-2
Certificates (after taking into account the
payment of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Principal Balance of the
Class M-3 Certificates (after taking
into account the payment of the Class M-3
Principal Distribution Amount on such
Distribution Date), (v) the Principal
Balance of the Class M-4 Certificates
(after taking into account the payment of
the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the
Principal Balance of the Class M-5
Certificates (after taking into account the
payment of the Class M-5 Principal
Distribution Amount on such Distribution
Date) and (vii) the Principal Balance
of the Class B-1 Certificates immediately
prior to such Distribution Date over
(y) the lesser of (a) the product of (i)
97.30% and (ii) the Pool Balance as of
the last day of the related Collection
Period and (b) the Overcollateralization
Floor.
Class B-2 Certificateholder: The registered holder of a Class
B-2
Certificate.
Class B-2 Certificate Margin: For each Distribution Date (i) on
or
prior to the Optional Termination Date,
1.750% per annum, and (ii) following the
Optional Termination Date, 2.625% per
annum.
Class B-2 Formula Rate: For each Distribution Date, a rate per
annum
equal to One-Month LIBOR as of the related
LIBOR Determination Date, plus the
Class B-2 Certificate Margin.
Class B-2 Principal Distribution Amount: As of any Distribution
Date
on or after the Stepdown Date and as long
as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of
the Principal Balances of the Senior
Certificates (after taking into account the
payment of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Principal Balance of
the Class M-1 Certificates (after taking
into account the payment of the Class
M-1 Principal Distribution Amount on such
Distribution Date), (iii) the
Principal Balance of the Class M-2
Certificates (after taking into account the
payment of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Principal Balance of the
Class M-3 Certificates (after taking
into account the payment of the Class M-3
Principal Distribution Amount on such
Distribution Date), (v) the Principal
Balance of the Class M-4 Certificates
(after taking into account the payment of
the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the
Principal Balance of the Class M-5
Certificates (after taking into account the
payment of the Class M-5 Principal
Distribution Amount on such Distribution
Date), (vii) the Principal Balance of
the Class B-1 Certificates (after taking
into account the payment of the Class
B-1 Principal Distribution Amount on such
Distribution Date) and (viii) the
Principal Balance of the Class B-2
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(a) the product of (i) 98.30% and (ii)
the Pool Balance as of the last day of the
related Collection Period and (b) the
Overcollateralization Floor.
Class B-3 Certificateholder: The registered holder of a Class
B-3
Certificate.
Class B-3 Fixed Rate: The rate for the Class B-3 Certificates
described in the Preliminary Statement.
Class B-3 Principal Distribution Amount: As of any Distribution
Date
on or after the Stepdown Date and as long
as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of
the Principal Balances of the Senior
Certificates (after taking into account the
payment of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Principal Balance of
the Class M-1 Certificates (after taking
into account the payment of the Class
M-1 Principal Distribution Amount on such
Distribution Date), (iii) the
Principal Balance of the Class M-2
Certificates (after taking into account the
payment of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Principal Balance of the
Class M-3 Certificates (after taking
into account the payment of the Class M-3
Principal Distribution Amount on such
Distribution Date), (v) the Principal
Balance of the Class M-4 Certificates
(after taking into account the payment of
the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the
Principal Balance of the Class M-5
Certificates (after taking into account the
payment of the Class M-5 Principal
Distribution Amount on such Distribution
Date), (vii) the Principal Balance of
the Class B-1 Certificates (after taking
into account the payment of the Class
B-1 Principal Distribution Amount on such
Distribution Date), (viii) the
Principal Balance of the Class B-2
Certificates (after taking into account the
payment of the Class B-2 Principal
Distribution Amount on such Distribution
Date) and (ix) the Principal Balance of the
Class B-3 Certificates immediately
prior to such Distribution Date over (y)
the lesser of (a) the product of (i)
99.30% and (ii) the Pool Balance as of the
last day of the related Collection
Period and (b) the Overcollateralization
Floor.
Class CE Certificates: Any one of the Class CE Certificates as
designated on the face thereof
substantially in the form annexed hereto as
Exhibit D-1, executed by the Master
Servicer on behalf of the Trust and
authenticated and delivered by the
Certificate Registrar, representing the right
to distributions as set forth herein and
therein.
Class CE Distributable Amount: With respect to any Distribution
Date, the sum of (i) the interest accrued
on such Class CE Certificate at its
Pass-Through Rate calculated on its
Notional Amount less the amount (without
duplication) of Cap Carryover Amounts paid
pursuant to Section 4.02(b)(xix),
(ii) any remaining Overcollateralization
Release Amounts and (iii) the amount
remaining in the Reserve Accounts after the
distributions in Section 3.01(f)(i)
and (ii).
Class M Certificate: Any one of the Certificates with an "M"
designated on the face thereof
substantially in the form annexed hereto as
Exhibit B-1, Exhibit B-2, Exhibit B-3,
Exhibit B-4 and Exhibit B-5, executed by
the Master Servicer on behalf of the Trust
and authenticated and delivered by
the Certificate Registrar, representing the
right to distributions as set forth
herein and therein.
Class M Certificateholders: Collectively, the Holders of the Class
M
Certificates.
Class M-1 Certificate Margin: For each Distribution Date (i) on
or
prior to the Optional Termination Date,
0.450% per annum, and (ii) following the
Optional Termination Date, 0.675% per
annum.
Class M-1 Formula Rate: For each Distribution Date, a rate per
annum
equal to One-Month LIBOR as of the related
LIBOR Determination Date, plus the
Class M-1 Certificate Margin.
Class M-1 Principal Distribution Amount: As of any Distribution
Date
on or after the Stepdown Date and as long
as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the
Principal Balances of the Senior
Certificates (after taking into account the
payment of the Senior Principal
Distribution Amount on such Distribution
Date) and (ii) the Principal Balance of
the Class M-1 Certificates immediately
prior to such Distribution Date over (y)
the lesser of (a) the product of (i) 85.00%
and (ii) the Pool Balance as of the
last day of the related Collection Period
and (b) the Overcollateralization
Floor.
Class M-2 Certificate Margin: For each Distribution Date (i) on
or
prior to the Optional Termination Date,
0.470% per annum, and (ii) following the
Optional Termination Date, 0.705% per
annum.
Class M-2 Formula Rate: For each Distribution Date, a rate per
annum
equal to One-Month LIBOR as of the related
LIBOR Determination Date, plus the
Class M-2 Certificate Margin.
Class M-2 Principal Distribution Amount: As of any Distribution
Date
on or after the Stepdown Date and as long
as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the
Principal Balances of the Senior
Certificates (after taking into account the
payment of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Principal Balance of
the Class M-1 Certificates (after taking
into account the payment of the Class
M-1 Principal Distribution Amount on such
Distribution Date) and (iii) the
Principal Balance of the Class M-2
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(a) the product of (i) 90.00% and (ii)
the Pool Balance as of the last day of the
related Collection Period and (b) the
Overcollateralization Floor.
Class M-3 Certificate Margin: For each Distribution Date (i) on
or
prior to the Optional Termination Date,
0.500% per annum, and (ii) following the
Optional Termination Date, 0.750% per
annum.
Class M-3 Formula Rate: For each Distribution Date, a rate per
annum
equal to One-Month LIBOR as of the related
LIBOR Determination Date, plus the
Class M-3 Certificate Margin.
Class M-3 Principal Distribution Amount: As of any Distribution
Date
on or after the Stepdown Date and as long
as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of
the Principal Balances of the Senior
Certificates (after taking into account the
payment of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Principal Balance of
the Class M-1 Certificates (after taking
into account the payment of the Class
M-1 Principal Distribution Amount on such
Distribution Date), (iii) the
Principal Balance of the Class M-2
Certificates (after taking into account the
payment of the Class M-2 Principal
Distribution Amount on such Distribution
Date), and (iv) the Principal Balance of
the Class M-3 Certificates immediately
prior to such Distribution Date over (y)
the lesser of (a) the product of (i)
91.80% and (ii) the Pool Balance as of the
last day of the related Collection
Period and (b) the Overcollateralization
Floor.
Class M-4 Certificate Margin: For each Distribution Date (i) on
or
prior to the Optional Termination Date,
0.640% per annum, and (ii) following the
Optional Termination Date, 0.960% per
annum.
Class M-4 Formula Rate: For each Distribution Date, a rate per
annum
equal to One-Month LIBOR as of the related
LIBOR Determination Date, plus the
Class M-4 Certificate Margin.
Class M-4 Principal Distribution Amount: As of any Distribution
Date
on or after the Stepdown Date and as long
as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of
the Principal Balances of the Senior
Certificates (after taking into account the
payment of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Principal Balance of
the Class M-1 Certificates (after taking
into account the payment of the Class
M-1 Principal Distribution Amount on such
Distribution Date), (iii) the
Principal Balance of the Class M-2
Certificates (after taking into account the
payment of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Principal Balance of the
Class M-3 Certificates (after taking
into account the payment of the Class M-3
Principal Distribution Amount on such
Distribution Date) and (v) the Principal
Balance of the Class M-4 Certificates
immediately prior to such Distribution Date
over (y) the lesser of (a) the
product of (i) 95.00% and (ii) the Pool
Balance as of the last day of the
related Collection Period and (b) the
Overcollateralization Floor.
Class M-5 Certificate Margin: For each Distribution Date (i) on
or
prior to the Optional Termination Date,
0.680% per annum, and (ii) following the
Optional Termination Date, 1.020% per
annum.
Class M-5 Formula Rate: For each Distribution Date, a rate per
annum
equal to One-Month LIBOR as of the related
LIBOR Determination Date, plus the
Class M-5 Certificate Margin.
Class M-5 Principal Distribution Amount: As of any Distribution
Date
on or after the Stepdown Date and as long
as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of
the Principal Balances of the Senior
Certificates (after taking into account the
payment of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Principal Balance of
the Class M-1 Certificates (after taking
into account the payment of the Class
M-1 Principal Distribution Amount on such
Distribution Date), (iii) the
Principal Balance of the Class M-2
Certificates (after taking into account the
payment of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Principal Balance of the
Class M-3 Certificates (after taking
into account the payment of the Class M-3
Principal Distribution Amount on such
Distribution Date), (v) the Principal
Balance of the Class M-4 Certificates
(after taking into account the payment of
the Class M-4 Principal Distribution
Amount on such Distribution Date) and (vi)
the Principal Balance of the Class
M-5 Certificates immediately prior to such
Distribution Date over (y) the lesser
of (a) the product of (i) 96.30% and (ii)
the Pool Balance as of the last day of
the related Collection Period and (b) the
Overcollateralization Floor.
Class P Certificate: Any one of the Certificates with a "P"
designated on the face thereof
substantially in the form annexed hereto as
Exhibit D-2, executed by the Master
Servicer on behalf of the Trust and
authenticated and delivered by the
Certificate Registrar, representing the right
to distributions as set forth herein and
therein.
Class P Certificateholders: Collectively, the Holders of the Class
P
Certificates.
Class R Certificate: Either of the Class R-1 or Class R-2
Certificates.
Class R-1 Certificate: The Class R-1 Certificate, substantially
in
the form annexed hereto as Exhibit D-3,
executed by the Master Servicer on
behalf of the Trust and authenticated and
delivered by the Certificate
Registrar, representing the right to
distributions as set forth herein and
therein and evidencing the ownership of the
Residual Interest in REMIC 1.
Class R-1 Certificateholder: The registered holder of the Class
R-1
Certificate.
Class R-2 Certificate: The Class R-2 Certificate, substantially
in
the form annexed hereto as Exhibit D-4,
executed by the Master Servicer on
behalf of the Trust and authenticated and
delivered by the Certificate
Registrar, representing the right to
distributions as set forth herein and
therein and evidencing the ownership of the
Residual Interest in REMIC 2.
Class R-2 Certificateholder: The registered holder of the Class
R-2
Certificate.
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: October 28, 2005.
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.
Collection Period: With respect to any Distribution Date, the
period
from the second day of the calendar month
preceding the month in which such
Distribution Date occurs through the first
day of the month in which such
Distribution Date occurs.
Compensating Interest: With respect to any Distribution Date,
the
lesser of (a) the aggregate Prepayment
Interest Shortfall on the Mortgage Loans
for such Distribution Date and (b) the
lesser of (i) the product of (x) 1/12th
of 0.20% and (y) the Pool Scheduled
Principal Balance for such Distribution Date
and (ii) the Available Master Servicing
Compensation for such Distribution Date.
Condemnation Proceeds: All awards or settlements in respect of
a
taking of a Mortgaged Property by exercise
of the power of eminent domain or
condemnation.
Corporate Trust Office: With respect to the Trustee, 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. With respect to the Master Servicer,
the corporate trust office of the
Master Servicer at which at any particular
time its corporate trust business in
connection with this Agreement shall be
administered, which office at the date
of the execution of this instrument is
located at (i) for certificate transfer
purposes, Wells Fargo Center, Sixth Street
and Marquette Avenue, Minneapolis,
Minnesota, 55479-0113, Attention: Client
Manager-WFALT, Series 2005-2 and (ii)
for all other purposes, 9062 Old Annapolis
Road, Columbia, Maryland 21045,
Attention: Client Manager-WFALT, Series
2005-2 or at such other address as the
Master Servicer may designate from time to
time by notice to the
Certificateholders, the Seller and the
Trustee.
Corresponding Classes: With respect to REMIC 1 and REMIC 2, the
following Classes shall be Corresponding
Classes:
-------------------------------------------------------------------------------
Corresponding
REMIC 1 Classes
Corresponding REMIC 2 Classes
-------------------------------------------------------------------------------
LT1A1
Class A-1 Certificates
LT1A2
Class A-2 Certificates
LT1A3
Class A-3 Certificates
LT1A4
Class A-4 Certificates
LT1A5
Class A-5 Certificates
LT1AUR
Class R-2 Certificate
LT1M1
Class M-1 Certificates
LT1M2
Class M-2 Certificates
LT1M3
Class M-3 Certificates
LT1M4
Class M-4 Certificates
LT1M5
Class M-5 Certificates
LT1B1
Class B-1 Certificates
LT1B2
Class B-2 Certificates
LT1B3
Class B-3 Certificates
-------------------------------------------------------------------------------
Co-op Shares: Shares issued by private non-profit housing
corporations.
Current Interest Shortfall: With respect to any Distribution
Date,
the sum of (i) the aggregate amount of
Relief Act Shortfalls, (ii) the aggregate
amount of Curtailment Interest Shortfalls
and (iii) the amount, if any, by which
(x) the aggregate amount of Prepayment
Interest Shortfalls exceeds (y) the
Compensating Interest for 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 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: With respect to each Mortgage Loan, the Due Date
occurring in October 2005.
Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the
Mortgage Loans, which is $344,994,234.40.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its
unpaid
principal balance as of the close of
business on the applicable Cut-Off Date
(but without giving effect to any
Unscheduled Principal Receipts received or
applied on such Cut-Off Date), reduced by
all payments of principal due on or
before the applicable Cut-Off Date and not
paid, and increased by scheduled
monthly payments of principal due after the
applicable Cut-Off Date but received
by the related Servicer on or before the
applicable 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.
Defective Mortgage Loan: A Mortgage Loan replaced or to be
replaced
by one or more Eligible Substitute Mortgage
Loans.
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).
Delinquent: Any Mortgage Loan with respect to which the Monthly
Payment due on a Due Date is not made by
the close of business on the next
scheduled Due Date for such Mortgage
Loan.
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.
Disqualified Organization: A "disqualified organization" under
Section 860E of the Code, which as of the
Closing Date is any of: (i) the United
States, any state or political subdivision
thereof, any possession of the United
States, any foreign government, any
international organization, or any agency or
instrumentality of any of the foregoing,
(ii) any organization (other than a
cooperative described in Section 521 of the
Code) which is exempt from the tax
imposed by Chapter 1 of the Code unless
such organization is subject to the tax
imposed by Section 511 of the Code, (iii)
any organization described in Section
1381(a)(2)(C) of the Code, or (iv) any
other Person so designated by the Master
Servicer based upon an Opinion of Counsel
provided by nationally recognized
counsel to the Master Servicer that the
holding of an ownership interest in a
Class R-1 or Class R-2 Certificate by such
Person may cause the Trust Estate or
any Person having an ownership interest in
any Class of Certificates (other than
such Person) to incur liability for any
federal tax imposed under the Code that
would not otherwise be imposed but for the
transfer of an ownership interest in
a Class R-1 or Class R-2 Certificate to
such Person. A corporation will not be
treated as an instrumentality of the United
States or of any state or political
subdivision thereof if all of its
activities are subject to tax and a majority
of its board of directors is not selected
by a governmental unit. The term
"United States," "state" and "international
organization" shall have the
meanings set forth in Section 7701 of the
Code.
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 4.06(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 due in accordance with the
terms of the Mortgage Note, exclusive of
any grace period.
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 either REMIC to
fail to qualify as a REMIC or result in the
imposition of any federal tax on
either 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.
Eligible Substitute Mortgage Loan: A mortgage loan substituted for
a
Defective Mortgage Loan pursuant to the
terms of this Agreement which must, on
the date of such substitution, (i) have an
outstanding principal balance, after
application of all scheduled payments of
principal and interest due during or
prior to the month of substitution, not in
excess of, the outstanding principal
balance of the Defective Mortgage Loan as
of the Due Date in the calendar month
during which the substitution occurs, (ii)
have a Rate Ceiling not less than the
Rate Ceiling for the Defective Mortgage
Loan, (iii) have a Minimum Mortgage
Interest Rate not less than the Minimum
Mortgage Interest Rate of the Defective
Mortgage Loan, (iv) have a Gross Margin
equal to or greater than the Gross
Margin of the Defective Mortgage Loan, (v)
have the same Index and frequency of
adjustment as the Defective Mortgage Loan,
(vii) have a next Adjustment Date not
more than three months later than the next
Adjustment Date on the Defective
Mortgage Loan, (viii) have an original term
to maturity not greater than (and
not more than one year less than) that of
the Defective Mortgage Loan, (ix) be
current as of the date of substitution, (x)
have a Loan-to-Value Ratio as of the
date of substitution equal to or lower than
the Loan-to-Value Ratio of the
Defective Mortgage Loan as of such date,
(xi) have a risk grading at least equal
to the risk grading assigned on the
Defective Mortgage Loan, (xii) have the same
lien priority as the Defective Mortgage
Loan; (xiii) have a Prepayment Penalty
at least equal in amount and duration of
that of the Defective Mortgage Loan and
(xiv) conform to each representation and
warranty set forth in Section 2.03
hereof applicable to the Defective Mortgage
Loan. In the event that one or more
mortgage loans are substituted for one or
more Defective Mortgage Loans, the
amounts described in clause (i) hereof
shall be determined on the basis of
aggregate principal balance, the Mortgage
Interest Rates described in clause
(ii) hereof shall be determined on the
basis of weighted average Mortgage
Interest Rates, the risk gradings described
in clause (xi) hereof shall be
satisfied as to each such mortgage loan,
the terms described in clause (viii)
hereof shall be determined on the basis of
weighted average remaining term to
maturity, the Loan-to-Value Ratios
described in clause (x) hereof shall be
satisfied as to each such mortgage loan
and, except to the extent otherwise
provided in this sentence, the
representations and warranties described in
clause (xiv) hereof must be satisfied as to
each Eligible Substitute Mortgage
Loan or in the aggregate, as the case may
be.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(c).
ERISA Restricted Certificates: Any of the Class B-3, Class CE,
Class
P and Residual Certificates.
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.
Extra Principal Distribution Amount: As of any Distribution
Date,
the lesser of (x) the Monthly Excess
Interest Amount for such Distribution Date,
after reduction (but not below zero) by any
Current Interest Shortfall and (y)
the Overcollateralization Deficiency for
such Distribution Date.
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 10.01.
Fitch: Fitch Ratings, or its successor in interest.
Floating Rate Certificates: Any of the Class A, Class M, Class
B-1
and Class B-2 Certificates.
Formula Rate: Any of the Class A-1 Formula Rate, the Class A-2
Formula Rate, the Class A-3 Formula Rate,
the Class A-4 Formula Rate, the Class
A-5 Formula Rate, the Class B-1 Formula
Rate, the Class B-2 Formula Rate, the
Class M-1 Formula Rate, the Class M-2
Formula Rate, the Class M-3 Formula Rate,
the Class M-4 Formula Rate and the Class
M-5 Formula 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.
Grantor Trust: That portion of the Trust exclusive of REMIC 1
and
REMIC 2 consisting of (a) the Prepayment
Penalties, any Originator Prepayment
Penalty Payment Amounts, any Servicer
Prepayment Penalty Payment Amounts,
proceeds thereof in the Certificate Account
and the right of the Class P
Certificateholders to receive such
Prepayment Penalties, Originator Prepayment
Penalty Payment Amounts and Servicer
Prepayment Penalty Payment Amounts, (b) the
right of the Certificates (other than the
Class CE, Class P and Residual
Certificates) to receive Cap Carryover
Amounts, (c) the Yield Maintenance
Agreements, the Reserve Accounts and the
beneficial interest of the Class CE
Certificates with respect thereto and (d)
the obligation of the Class CE
Certificates to pay Cap Carryover
Amounts.
Gross Margin: With respect to each Mortgage Loan, the fixed
percentage set forth in the related
Mortgage Note that is added to the Index on
each Adjustment Date in accordance with the
terms of the related Mortgage Note
used to determine the Mortgage Interest
Rate for such Mortgage Loan.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person,
such
Person who (i) is in fact independent of
the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct
financial interest or any material
indirect financial interest in the Seller
or the Master Servicer or any Servicer
or in an affiliate of either and (iii) is
not connected with the Seller, the
Master Servicer or any Servicer as an
officer, employee, promoter, underwriter,
trustee, partner, director or person
performing similar functions.
Index: With respect to each Mortgage Loan and with respect to
each
related Adjustment Date, the index as
specified in the related Mortgage Note.
Initial Overcollateralization Amount: $1,211,034.40.
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 Period: With respect to any Distribution Date
and
(i) any Class of Floating Rate
Certificates, the period from and including the
preceding Distribution Date to the day
prior to the current Distribution Date
(or, in the case of the first Distribution
Date, the period from October 28,
2005 through November 24, 2005) and (ii)
the Definitive Certificates, the period
from and including the first day of the
month preceding the month of such
Distribution Date through and including the
last day of such month.
Interest Carry Forward Amount: For any Class of Certificates
(other
than the Class CE, Class P and Residual
Certificates) and any Distribution Date,
the sum of (a) the excess, if any, of the
Accrued Certificate Interest for the
prior Distribution Date and any Interest
Carry Forward Amount for the prior
Distribution Date, over the amount in
respect of interest actually distributed
on such Class on such prior Distribution
Date and (b) interest on such excess at
the applicable Pass-Through Rate (i) with
respect to the Floating Rate
Certificates, on the basis of the actual
number of days elapsed since the prior
Distribution Date and (ii) with respect to
the Class B-3 Certificates, on the
basis of a 360-day year consisting of
twelve 30-day months.
Interest Percentage: With respect to any Class of
interest-bearing
Certificates and any Distribution Date, the
ratio (expressed as a decimal
carried to at least six places) of the
Accrued Certificate Interest for such
Class to the sum of the Accrued Certificate
Interest for all Classes, in each
case with respect to such Distribution
Date, without regard to Current Interest
Shortfalls.
Interest Remittance Amount: As of any Distribution Date, the
sum,
without duplication, of (i) all interest
due and collected with respect to the
related Collection Period on the Mortgage
Loans received by a Servicer on or
prior to the Determination Date for such
Distribution Date and any interest
advanced by a Servicer, the Master Servicer
or the Trustee on the Mortgage Loans
with respect to the related Collection
Period (less the Servicing Fee, amounts
available for reimbursement of Periodic
Advances pursuant to Section 3.02 and
expenses reimbursable pursuant to Section
6.03 and amounts reimbursable or
payable to the Trustee or the Master
Servicer pursuant to this Agreement,
including, without limitation, Sections
3.02, 3.09, 6.03 and 8.06), (ii) all
Compensating Interest paid by the Master
Servicer on the related Distribution
Date with respect to such Mortgage Loans,
(iii) the portion of any payment in
connection with any Principal Prepayment,
substitution, Purchase Price,
Termination Price, Insurance Proceeds or
Net Liquidation Proceeds relating to
interest with respect to such Mortgage
Loans received during the Applicable
Unscheduled Principal Receipt Period and
(iv) the portion of any Reimbursement
Amount relating to interest on such
Mortgage Loans received during the
Applicable Unscheduled Principal Receipt
Period.
LIBOR Business Day: Any Business Day on which banks are open
for
dealing in foreign currency and exchange in
London, England and the City of New
York.
LIBOR Determination Date: With respect to any Class of Floating
Rate
Certificates, (i) for the first
Distribution Date, the second LIBOR Business Day
preceding the Closing Date and (ii) for
each subsequent Distribution Date, the
second LIBOR Business Day prior to the
immediately preceding Distribution Date.
Liquidated Loan: A Mortgage Loan with respect to which the
related
Mortgaged Property has been acquired,
liquidated or foreclosed and with respect
to which the applicable Servicer determines
that all Liquidation Proceeds which
it expects to recover have been
recovered.
Liquidated Loan Loss: With respect to any Distribution Date,
the
aggregate of the amount of losses with
respect to each Mortgage Loan which
became a Liquidated Loan during the
Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled
Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid
principal balance of each such
Liquidated Loan, plus accrued interest
thereon in accordance with the
amortization schedule at the time
applicable thereto at the applicable Net
Mortgage Interest Rate from the related Due
Date as to which interest was last
paid with respect thereto through the last
day of the month preceding the month
in which such Distribution Date occurs,
over (ii) Net Liquidation Proceeds with
respect to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in
connection
with the liquidation of any defaulted
Mortgage Loan or property acquired in
respect thereof (including, without
limitation, legal fees and expenses,
committee or referee fees, and, if
applicable, brokerage commissions and
conveyance taxes), any unreimbursed
advances expended by such Servicer pursuant
to its Servicing Agreement or the Master
Servicer or Trustee pursuant hereto
respecting the related Mortgage Loan,
including any unreimbursed advances for
real property taxes or for property
restoration or preservation of the related
Mortgaged Property. Liquidation Expenses
shall not include any previously
incurred expenses in respect of an REO
Mortgage Loan which have been netted
against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) or PMI Advances made by
a Servicer in connection with the
liquidation of defaulted Mortgage Loans or
property acquired in respect thereof,
whether through foreclosure, sale or
otherwise, including payments in connection
with such Mortgage Loans received from the
Mortgagor, other than amounts
required to be paid to the Mortgagor
pursuant to the terms of the applicable
Mortgage or to be applied otherwise
pursuant to law.
Liquidation Profits: As to any Distribution Date and any
Mortgage
Loan that became a Liquidated Loan during
the Applicable Unscheduled Principal
Receipt Period with respect to Full
Unscheduled Principal Receipts for such
Distribution Date, the excess, if any, of
(i) Net Liquidation Proceeds in
respect of such Liquidated Loan over (ii)
the unpaid principal balance of such
Liquidated Loan plus accrued interest
thereon in accordance with the
amortization schedule at the time
applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date to
which interest was last paid with
respect thereto through the last day of the
month preceding the month in which
such Distribution Date occurs.
Liquidation Report: The report with respect to a Liquidated Loan
in
such form as is agreed to by the applicable
Servicer, the Master Servicer and
the Trustee listing (i) the sale price of
the related Mortgaged Property or
amount of the REO Proceeds, (ii) the amount
of any Realized Loss (or gain) with
respect to such Liquidated Loan, (iii) the
expenses relating to the liquidation
of such Liquidated Loan and (iv) such other
information as is agreed to by the
Master Servicer and the Trustee.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the original
principal balance (unless otherwise
indicated) 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.
Majority Class CE Certificateholder: The Holder of Class CE
Certificates evidencing at least a 51%
Percentage Interest in the Class CE
Certificates.
Marker Rate: With respect to the Class CE Certificates and any
Distribution Date, a per annum rate equal
to two (2) times the weighted average
of the Uncertificated REMIC Pass-Through
Rates for REMIC 1 Regular Interest
LT1A1, REMIC 1 Regular Interest LT1A2,
REMIC 1 Regular Interest LT1A3, REMIC 1
Regular Interest LT1A4, REMIC 1 Regular
Interest LT1A5, REMIC 1 Regular Interest
LT1AUR, REMIC 1 Regular Interest LT1B1,
REMIC 1 Regular Interest LT1B2, REMIC 1
Regular Interest LT1B3, REMIC 1 Regular
Interest LT1M1, REMIC 1 Regular Interest
LT1M2, REMIC 1 Regular Interest LT1M3,
REMIC 1 Regular Interest LT1M4, REMIC 1
Regular Interest LT1M5 and REMIC 1 Regular
Interest LT1ZZ, (i) with the rate on
each such REMIC Regular Interest (other
than REMIC 1 Regular Interest LT1ZZ)
subject to a cap equal to the Pass-Through
Rate of its Corresponding Class
(taking into account in determining any
such Pass-Through Rate the imposition of
the Pool Cap, as described in footnotes (1)
through (13) to the table in the
Preliminary Statement relating to the
Certificates) for the purposes of this
calculation and (ii) with the rate on REMIC
1 Regular Interest LT1ZZ subject to
a cap of zero for the purpose of this
calculation; provided, however, that for
this purpose, calculations of the
Uncertificated REMIC 1 Pass-Through Rate and
the related caps with respect to each REMIC
I Regular Interest (other than REMIC
1 Regular Interest LT1B3) shall be
multiplied by a fraction, the numerator of
which is the actual number of days in the
Interest Accrual Period and the
denominator of which is 30.
Master Servicer: Wells Fargo Bank, or its successor in
interest.
With respect to the initial Master
Servicer, the Master Servicer functions shall
be performed by the Corporate Trust
Services division of Wells Fargo Bank.
Master Servicing Compensation: As defined in Section 6.05.
Master Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the
administration and master servicing of the
Mortgage Loans.
Maximum LT1ZZ Uncertificated Accrued Interest Deferral Amount:
With
respect to any Distribution Date, the
excess of (a) accrued interest at the
Uncertificated REMIC 1 Pass-Through Rate
applicable to REMIC 1 Regular Interest
LT1ZZ for such Distribution Date on a
balance equal to the Uncertificated
Principal Balance of REMIC 1 Regular
Interest LT1ZZ minus the REMIC 1
Overcollateralized Amount, in each case for
such Distribution Date, over (b)
Uncertificated Accrued Interest on REMIC 1
Regular Interest LT1A1, REMIC 1
Regular Interest LT1A2, REMIC 1 Regular
Interest LT1A3, REMIC 1 Regular Interest
LT1A4, REMIC 1 Regular Interest LT1A5,
REMIC 1 Regular Interest LT1AUR, REMIC 1
Regular Interest LT1B1, REMIC 1 Regular
Interest LT1B2, REMIC 1 Regular Interest
LT1B3, REMIC 1 Regular Interest LT1M1,
REMIC 1 Regular Interest LT1M2, REMIC 1
Regular Interest LT1M3, REMIC 1 Regular
Interest LT1M4 and REMIC 1 Regular
Interest LT1M5, each subject to a cap equal
to the Pass-Through Rate of the
related Corresponding Class for the purpose
of this calculation; provided,
however, that for this purpose,
calculations of the Uncertificated REMIC 1
Pass-Through Rate and the related caps with
respect to Uncertificated Accrued
Interest on each REMIC I Regular Interest
(other than REMIC 1 Regular Interest
LT1B3) shall be multiplied by a fraction,
the numerator of which is the actual
number of days in the Interest Accrual
Period and the denominator of which is
30.
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 for each Mortgage
Loan) 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.
Minimum Mortgage Interest Rate: With respect to each Mortgage
Loan,
the percentage set forth in the related
Mortgage Note as the minimum Mortgage
Interest Rate thereunder.
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 Excess Cashflow Amount: The sum of (a) the Monthly
Excess
Interest Amount remaining after reduction
(but not below zero) by any Current
Interest Shortfall and any amounts used to
fund any Extra Principal Distribution
Amount, (b) the Overcollateralization
Release Amount and (c) any portion of the
Principal Distribution Amount (without
duplication) remaining after principal
distributions on the Certificates (other
than the Class CE and Class P
Certificates).
Monthly Excess Interest Amount: With respect to each
Distribution
Date, the amount, if any, by which the
Interest Remittance Amount for such
Distribution Date exceeds the aggregate
amount distributed on such Distribution
Date pursuant to priorities first through
tenth of Section 4.01.
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 File: Either of the Owner Mortgage Loan File or
Retained
Mortgage Loan File.
Mortgage Interest Rate: With respect to each Mortgage Loan, the
annual rate at which interest accrues on
such Mortgage Loan from time to time in
accordance with the provisions of the
related Mortgage Note, which rate (A) as
of any date of determination until the
first Adjustment Date following the
applicable Cut-Off Date shall be the rate
set forth in the Mortgage Loan
Schedule as the Mortgage Interest Rate in
effect immediately following the
applicable Cut-Off Date and (B) as of any
date of determination thereafter shall
be the rate as adjusted on the most recent
Adjustment Date, to equal the sum,
rounded as provided in the Mortgage Note,
of the Index, determined as set forth
in the related Mortgage Note, plus the
related Gross Margin subject to the
limitations set forth in the related
Mortgage Note. With respect to each
Mortgage Loan that becomes an REO Mortgage
Loan, as of any date of
determination, the annual rate determined
in accordance with the immediately
preceding sentence as of the date such
Mortgage Loan became an REO Mortgage
Loan.
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-1 and F-2, which list
may be amended following the Closing
Date upon conveyance of a Substitute
Mortgage Loan pursuant to Section 2.02,
2.03 or 2.06 and which list shall set forth
at a minimum the following
information as of the close of business on
the applicable Cut-Off Date (or, with
respect to Substitute Mortgage Loans, as of
the close of business on the day of
substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xii) the applicable Servicing Fee Rate;
(xiii) the Index;
(xiv) the Gross Margin;
(xv) the Periodic Cap;
(xvi) the first Adjustment Date;
(xvii) the Rate Ceiling;
(xviii) a code indicating whether the Mortgage Loan has
Prepayment
Penalty
andthe Prepayment Penalty term; and
(xix) for each Other Servicer Mortgage Loan, the name of the
Servicer
with respect thereto.
Such
schedule may consist of multiple reports that collectively set
forth all of the information required. The
Mortgage Loan Schedule shall set
forth the following information, as of
October 1, 2005 (or, in the case of any
Substitute Mortgage Loan, the date of the
applicable substitution), with respect
to the Mortgage Loans in the aggregate: (1)
the number of Mortgage Loans; (2)
the current unpaid principal balance of the
Mortgage Loans; (3) the weighted
average Mortgage Interest Rate of the
Mortgage Loans; and (4) the weighted
average maturity of the Mortgage Loans. The
Mortgage Loan Schedule shall be
amended from time to time in accordance
with the provisions of this Agreement.
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.
Mortgage Pool: The pool of Mortgage Loans, identified on
Exhibits
F-1 and F-2 from time to time, and any REO
Properties acquired in respect
thereof.
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 applicable Servicing Fee Rate 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 Rate Ceiling: With respect to each Mortgage Loan, a rate
equal
to (i) the applicable Rate Ceiling minus
(ii) the applicable Servicing Fee Rate.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net
of
any related expenses of the Servicer.
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.
Notional Amount: With respect to the Class CE Certificates, an
amount equal to the aggregate principal
balance of the REMIC 1 Regular
Interests.
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.
One-Month LIBOR: With respect to each Interest Accrual Period,
the
rate determined by the Master Servicer on
the related LIBOR Determination Date
on the basis of the offered rate for one
month United States dollar deposits, as
such rate appears on the Telerate Page
3750, as of 11:00 a.m. (London time) on
such LIBOR Determination Date. If no such
quotations are available on a LIBOR
Determination Date, One-Month LIBOR for the
related Interest Accrual Period will
be established by the Master Servicer as
follows:
(a) If on such LIBOR Determination Date two or more Reference
Banks provide such offered quotations, One-Month LIBOR for the
related Interest Accrual Period shall be the arithmetic mean of
such
offered quotations (rounded upwards if necessary to the nearest
whole multiple of 0.001%);
(b) If on such LIBOR Determination Date fewer than two
Reference Banks provide such offered quotations, One-Month LIBOR
for
the related Interest Accrual Period shall be the arithmetic mean
of
the rates quoted by one or more major banks in New York City,
selected by the Master Servicer after consultation with the
Seller,
as of 11:00 A.M., New York City time, on such date for loans in
U.S.
Dollars to leading European banks for a period of one month in
amounts approximately equal to the aggregate Principal Balance
of
the LIBOR Certificates; and
(c) If no such quotations can be obtained, One-Month LIBOR for
the related Interest Accrual Period shall be One-Month LIBOR for
the
prior Distribution Date.
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.
Optional Termination Date: The first Distribution Date on which
the
Majority Class CE Certificateholder or, if
there is no Majority Class CE
Certificateholder, the Seller, may opt to
terminate the Mortgage Pool pursuant
to Section 10.01.
Original Principal Balance: With respect to each Class of
Certificates, the Principal Balance thereof
on the Closing Date, as set forth
opposite such Class in the Preliminary
Statement, except with respect to (i) the
Class P Certificates, which have an
Original Principal Balance of zero and (ii)
the Class CE Certificates, which, solely
for REMIC purposes, have an Original
Principal Balance equal to the Initial
Overcollateralization Amount.
Originator: With respect to each of the Mortgage Loans as of
the
Closing Date, Wells Fargo Bank, N.A. and
its successors.
Originator Prepayment Penalty Payment Amount: The amount payable
by
the Originator pursuant to Section 5(b) of
the Mortgage Loan Purchase Agreement.
Other Servicer: Any of the Servicers other than Wells Fargo
Bank.
Other Servicer Mortgage Loan: Any of the Mortgage Loans, if
any,
identified in Exhibit F-2 hereto, as such
Exhibit may be amended from time to
time in connection with a substitution
pursuant to Section 2.02, 2.03 or 2.06,
which Mortgage Loan is serviced under an
Other Servicing Agreement.
Other
Servicing Agreements: The Servicing Agreements other than the
Wells Fargo Bank Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date for a Mortgage Loan,
a
Mortgage Loan (including an REO Mortgage
Loan) which was not the subject of a
Full Unscheduled Principal Receipt prior to
such Due Date for such Mortgage Loan
and which was not repurchased by the Seller
prior to such Due Date for such
Mortgage Loan pursuant to Section 2.02,
2.03, 3.08 or 3.12.
Overcollateralization Amount: As of any Distribution Date, the
excess, if any, of (x) the Pool Balance as
of the last day of the related
Collection Period over (y) the aggregate
Principal Balance of all Classes of
Certificates (other than the Class CE and
Class P Certificates) after taking
into account all distributions of principal
on such Distribution Date and the
increase of any Principal Balance as a
result of Subsequent Recoveries.
Overcollateralization Deficiency: As of any Distribution Date,
the
excess, if any, of (x) the Targeted
Overcollateralization Amount for such
Distribution Date over (y) the
Overcollateralization Amount for such
Distribution Date, calculated for this
purpose after taking into account the
reduction on such Distribution Date of the
Principal Balances of all Classes of
Certificates (other than the Class CE and
Class P Certificates) resulting from
the distribution of the Principal
Distribution Amount (but not the Extra
Principal Distribution Amount) on such
Distribution Date, but prior to taking
into account any Applied Realized Loss
Amount on such Distribution Date.
Overcollateralization Floor: As of any Distribution Date, the
amount
by which the Pool Balance as of the last
day of the related Collection Period
exceeds the product of (i) 0.35% and (ii)
the Cut-Off Date Aggregate Principal
Balance.
Overcollateralization Release Amount: With respect to any
Distribution Date on or after the Stepdown
Date on which a Trigger Event is not
in effect, the lesser of (x) the Principal
Remittance Amount and (y) the excess,
if any, of (i) the Overcollateralization
Amount for such Distribution Date,
assuming that 100% of the Principal
Remittance Amount is applied as a principal
payment on the Certificates (other than the
Class CE and Class P Certificates)
on such Distribution Date, over (ii) the
Targeted Overcollateralization Amount
for such Distribution Date. With respect to
any Distribution Date on which a
Trigger Event is in effect, the
Overcollateralization Release Amount will be
zero.
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.
Pass-Through Rate: With respect to any REMIC Regular Interest
(other
than the Class CE Certificates), the
Pass-Through Rate described for such Class
in the table in the Preliminary Statement.
With respect to the Class CE
Certificates and any Distribution Date, a
per annum rate equal to the percentage
equivalent of a fraction, the numerator of
which is the sum of the amounts
calculated pursuant to clauses (A) through
(P) below, and the denominator of
which is the aggregate of the
Uncertificated Principal Balances of REMIC 1
Regular Interest LT1A1, REMIC 1 Regular
Interest LT1A2, REMIC 1 Regular Interest
LT1A3, REMIC 1 Regular Interest LT1A4,
REMIC 1 Regular Interest LT1A5, REMIC 1
Regular Interest LT1AUR, REMIC 1 Regular
Interest LT1B1, REMIC 1 Regular
Interest LT1B2, REMIC 1 Regular Interest
LT1B3, REMIC 1 Regular Interest LT1M1,
REMIC 1 Regular Interest LT1M2, REMIC 1
Regular Interest LT1M3, REMIC 1 Regular
Interest LT1M4, REMIC 1 Regular Interest
LT1M5 and REMIC 1 Regular Interest
LT1ZZ. For purposes of calculating the
Pass-Through Rate for the Class CE
Certificates, the numerator is equal to the
sum of the following components:
(A) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
Regular
Interest LT1AA minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1
Regular Interest LT1AA;
(B) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
Regular
Interest LT1A1 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1
Regular Interest LT1A1;
(C) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
Regular
Interest LT1A2 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1
Regular Interest LT1A2;
(D) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
Regular
Interest LT1A3 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1
Regular Interest LT1A3;
(E) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
Regular
Interest LT1A4 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1
Regular Interest LT1A4;
(F) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
Regular
Interest LT1A5 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1
Regular Interest LT1A5;
(G) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
Regular
Interest LT1AUR minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1
Regular Interest LT1AUR;
(H) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
Regular
Interest LT1B1 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1
Regular Interest LT1B1;
(I) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
Regular
Interest LT1B2 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1
Regular Interest LT1B2;
(J) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
Regular
Interest LT1B3 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1
Regular Interest LT1B3;
(K) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
Regular
Interest LT1M1 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1
Regular Interest LT1M1;
(L) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
Regular
Interest LT1M2 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1
Regular Interest LT1M2;
(M) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
Regular
Interest LT1M3 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1
Regular Interest LT1M3;
(N) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
Regular
Interest LT1M4 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1
Regular Interest LT1M4;
(O) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
Regular
Interest LT1M5 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1
Regular Interest LT1M5; and
(P)
the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
Regular
Interest LT1ZZ minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1
Regular Interest LT1ZZ.
Paying Agent: The Person authorized on behalf of the Master
Servicer
to make distributions to Certificateholders
with respect to the Certificates and
to forward to Certificateholders the
periodic and annual statements required by
Section 4.06. The Paying Agent may be the
Master Servicer. The initial Paying
Agent is appointed in Section 4.05(b).
Payment Account: The account maintained pursuant to Section
4.05(a).
Percentage Interest: With respect to any Certificate (other than
a
Class CE, Class P or Residual Certificate),
a fraction, expressed as a
percentage, the numerator of which is the
initial Principal Balance, as the case
may be, represented by such Certificate and
the denominator of which is the
Original Principal Balance of the related
Class. With respect to a Class CE or
Class P Certificate, the portion of the
Class evidenced thereby, expressed as a
percentage, as stated on the face of such
Certificate; provided, however, that
the sum of all such percentages for each
such Class totals 100%. With respect to
a Residual Certificate, 100%.
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.
Periodic Cap: For each Mortgage Loan, the applicable limit on
adjustment of the Mortgage Interest Rate
for each Adjustment Date specified in
the applicable Mortgage Note and designated
as such in the Mortgage Loan
Schedule.
Permitted Transferee: Any transferee of a Class R-1 or Class
R-2
Certificate other than a Disqualified
Organization, a non-U.S. Person or a U.S.
Person with respect to whom income on the
Residual Certificate is attributable
to a foreign permanent establishment or
fixed base, within the meaning of an
applicable income tax treaty, of such
Person or any other U.S. Person.
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(b).
PMI Advance: As defined in the related Servicing Agreement, if
applicable.
Pool Balance: As of any date of determination, the aggregate
unpaid
principal balance of the Mortgage
Loans.
Pool Cap: As of any Distribution Date and any Class of Class A,
Class M and Class B Certificates, a per
annum rate (adjusted for the Class A,
Class M, Class B-1 and Class B-2
Certificates by multiplying such rate by a
fraction equal to 30 over the actual number
of days in the related Interest
Accrual Period) equal to the Weighted
Average Net Mortgage Interest Rate for the
Mortgage Loans.
Pool Scheduled Principal Balance: As to any Distribution Date,
the
sum of the Scheduled Principal Balance of
each Mortgage Loan that was an
Outstanding Mortgage Loan on the applicable
Due Date for such Mortgage Loan in
the month preceding the month of such
Distribution Date.
Prepayment In Full: With respect to any Mortgage Loan, a
Mortgagor
payment consisting of a Principal
Prepayment in the amount of the outstanding
principal balance of such loan and
resulting in the full satisfaction of such
obligation.
Prepayment Interest Shortfall: On any Distribution Date, the
amount
of interest, if any, that would have
accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net
Mortgage Interest Rate for such
Mortgage Loan from the date of its
Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable
Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the
date of the Prepayment in Full is on
or after the Determination Date in the
month prior to the month of such
Distribution Date and prior to the first
day of the month of such Distribution
Date) through the last day of the month
prior to the month of such Distribution
Date.
Prepayment Penalty: With respect to any Applicable Unscheduled
Principal Receipt Period, any penalty or
charge collected by a Servicer from a
Mortgagor in connection with any voluntary
Prepayment in Full pursuant to the
terms of the related Mortgage Note as from
time to time held as a part of the
Trust Estate, the Prepayment Penalties so
held being determined in accordance
with the guidelines for Prepayment Penalty
provisions set forth in the
underwriting standards of Wells Fargo Bank,
N.A. The defined term "Prepayment
Penalty" shall not include any Servicer
Prepayment Penalty Payment Amount or
Originator Prepayment Penalty Payment
Amount.
Principal Balance: With respect to any Class of Certificates
(other
than the Class CE and Class P Certificates)
and any Distribution Date, the
Original Principal Balance (a) reduced by
the sum of (i) all amounts actually
distributed in respect of principal of such
Class on all prior Distribution
Dates and (ii) Applied Realized Loss
Amounts allocated thereto for previous
Distribution Dates and (b) increased by any
Subsequent Recoveries allocated to
such Class for previous Distribution Dates.
The Class CE and Class P
Certificates do not have a Principal
Balance. With respect to any Certificate
(other than a Class CE or Class P
Certificate) of a Class and any Distribution
Date, the portion of the Principal Balance
of such Class represented by such
Certificate equal to the product of the
Percentage Interest evidenced by such
Certificate and the Principal Balance of
such Class.
Principal Distribution Amount: With respect to any Distribution
Date, (a) the sum of (i) the Principal
Remittance Amount and (ii) the Extra
Principal Distribution Amount, if any,
minus the Overcollateralization Release
Amount.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan
which
is received in advance of its applicable
Due Date and is not accompanied by an
amount representing scheduled interest for
any period subsequent to the date of
prepayment.
Principal Remittance Amount: With respect to any Distribution
Date,
to the extent of funds available therefor,
the sum (less amounts available for
reimbursement of Periodic Advances pursuant
to Section 3.02 and expenses
reimbursable pursuant to Section 6.03 and
amounts reimbursable or payable to the
Trustee or Master Servicer pursuant to this
Agreement, including, without
limitation, Sections 3.02, 3.09, 6.03 or
8.06) of: (i) each payment of principal
on a Mortgage Loan due during the related
Collection Period and received by a
Servicer on or prior to the related
Determination Date, and any Periodic
Advances with respect thereto (other than
any payment received on a Substitute
Mortgage Loan substituted during the
related Collection Period), (ii) all
Prepayments in Full and Curtailments
received by a Servicer during the
Applicable Unscheduled Principal Receipt
Period, (iii) Subsequent Recoveries,
Insurance Proceeds and Net Liquidation
Proceeds allocable to principal actually
collected by a Servicer during the
Applicable Unscheduled Principal Receipt
Period, (iv) with respect to Defective
Mortgage Loans repurchased with respect
to such Applicable Unscheduled Principal
Receipt Period, the portion of the
Purchase Price allocable to principal, (v)
any Substitution Adjustment Amounts
received during the Applicable Unscheduled
Principal Receipt Period and (vi) on
the Distribution Date on which the Trust is
to be terminated in accordance with
Section 10.01 hereof, that portion of the
Termination Price in respect of
principal.
Prior Month Receipt Period: With respect to each Distribution
Date,
the calendar month preceding the month in
which such Distribution Date occurs.
Private Certificates: Any of the Class B-3, Class CE and Class
P
Certificates.
Prohibited Transaction Tax: Any tax imposed under Section 860F
of
the Code.
Prospectus: The prospectus dated October 27, 2005 as supplemented
by
the prospectus supplement dated October 27,
2005, relating to the Class A, Class
M, Class B-1, Class B-2 and Residual
Certificates.
Prudent
Servicing Practices: The standard of care set forth in each
Servicing Agreement.
Purchase Price: With respect to any Mortgage Loan or REO
Mortgage
Loan to be purchased pursuant to or as
contemplated by Sections 2.02, 2.03, 3.08
or 3.12 (or substituted pursuant to Section
2.05), an amount equal to the sum of
(i) 100% of the unpaid principal balance
thereof as of the date of purchase (or
such other price as provided in Section
10.01), (ii) in the case of a Mortgage
Loan, accrued interest on such unpaid
principal balance at the applicable
Mortgage Interest Rate in effect from time
to time from the applicable Due Date
as to which interest was last covered by a
payment by the Mortgagor or a
Periodic Advance by a Servicer, which
payment or Periodic Advance had as of the
date of purchase been distributed pursuant
to Section 4.01, through the end of
the calendar month in which the purchase is
to be effected, (iii) any
unreimbursed Periodic Advances or other
advances and any unpaid Servicing Fees
allocable to such Mortgage Loan or REO
Mortgage Loan, (iv) any amounts
previously withdrawn from the Certificate
Account in respect of such Mortgage
Loan or REO Mortgage Loan pursuant to
Section 3.06 and (v) in the case of a
Mortgage Loan required to be purchased
pursuant to Section 2.02 or 2.03,
expenses reasonably incurred or to be
incurred by the Master Servicer or the
Trustee in respect of the breach or defect
giving rise to the purchase
obligation.
Rate Ceiling: The maximum per annum Mortgage Interest Rate
permitted
under the related Mortgage Note.
Rating Agency: Any nationally recognized statistical credit
rating
agency, or its successor, that rated one or
more Classes of the Certificates at
the request of the Seller at the time of
the initial issuance of the
Certificates. The Rating Agencies for the
Class A, Class M and Class B
Certificates are S&P and Moody's. The
Rating Agency for the Residual
Certificates is S&P. If any such agency
or a successor is no longer in
existence, "Rating Agency" shall be such
statistical credit rating agency, or
other comparable Person, designated by the
Seller, notice of which designation
shall be given to the Trustee and the
Master Servicer. References herein to the
highest short-term rating category of a
Rating Agency shall mean P-1 in the case
of Moody's, A-1 in the case of S&P and
in the case of any other Rating Agency
shall mean its equivalent of such ratings.
References herein to the highest
long-term rating categories of a Rating
Agency shall mean AAA in the case of
S&P, 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 Loss: With respect to any Liquidated Loan, the amount
by
which the remaining unpaid principal
balance of the Mortgage Loan exceeds the
amount of Net Liquidation Proceeds applied
to the principal balance of the
related Mortgage Loan. With respect to any
Mortgage Loan, a Deficient Valuation
or a reduction in the Principal Balance
thereof resulting from the modification
of the terms of a Mortgage Loan permitted
in accordance with the applicable
Servicing Agreement.
Record Date: With respect to any Distribution Date and (i) the
Class
B-3, Class CE, Class P and Residual
Certificates, the last Business Day of the
preceding month and (ii) any Class of
Book-Entry Certificates (other than the
Class B-3 Certificates), the Business Day
immediately preceding such
Distribution Date; provided, however, that
if any such Book-Entry Certificate
becomes a Definitive Certificate, the
Record Date for such Class shall be the
last Business Day of the immediately
preceding month.
Reference Banks: Initially, the Reference Banks shall be
Deutsche
Bank International, Bank of America, N.A.,
Citibank, N.A., and The Fuji Bank,
Limited. If any of these banks are not
available, the Master Servicer shall
select from one of the following banks a
substitute Reference Bank: Credit
Suisse First Boston Corporation,
Westdeutsche Landesbank Girozentrale, The J.P.
Morgan Chase Bank or National Westminster
Bank Plc. If any of these banks are
not available, the Master Servicer shall in
its discretion select another
Reference Bank.
Regular Certificate: Any of the Class A, Class M, Class B and
Class
CE Certificates.
Reimbursement Amount: As defined in Section 2.03(c).
Relief Act: The Servicemembers Civil Relief Act, as it may be
amended from time to time.
Relief Act Shortfall: With respect to any Distribution Date, for
any
Mortgage Loan with respect to which there
has been a reduction in the amount of
interest collectible thereon for the most
recently ended Collection Period as a
result of the application of the Relief Act
or similar state laws, the amount by
which (i) interest collectible on such
Mortgage Loan during such Collection
Period is less than (ii) one month's
interest on the principal balance of such
Mortgage Loan at the Mortgage Interest Rate
for such Mortgage Loan before giving
effect to the application of the Relief Act
or similar state laws.
REMIC: A "real estate mortgage investment conduit" as defined
in
Code Section 860D.
REMIC 1 Interest Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to (a)
the product of (i) 50% of the sum of
the aggregate principal balance of the
Mortgage Loans and related REO Properties
then outstanding and (ii) the
Uncertificated REMIC 1 Pass-Through Rate for REMIC
1 Regular Interest LT1AA minus the Marker
Rate, divided by (b) 12.
REMIC 1 Marker Allocation Percentage: 50% of any amount payable
from
or loss attributable to the Mortgage Loans,
which shall be allocated to REMIC 1
Regular Interest LT1AA, REMIC 1 Regular
Interest LT1A1, REMIC 1 Regular Interest
LT1A2, REMIC 1 Regular Interest LT1A3,
REMIC 1 Regular Interest LT1A4, REMIC 1
Regular Interest LT1A5, REMIC 1 Regular
Interest LT1AUR, REMIC 1 Regular
Interest LT1B1, REMIC 1 Regular Interest
LT1B2, REMIC 1 Regular Interest LT1B3,
REMIC 1 Regular Interest LT1M1, REMIC 1
Regular Interest LT1M2, REMIC 1 Regular
Interest LT1M3, REMIC 1 Regular Interest
LT1M4, REMIC 1 Regular Interest LT1M5
and REMIC 1 Regular Interest LT1ZZ.
REMIC 1 Overcollateralization Target Amount: 0.50% of the
Targeted
Overcollateralization Amount.
REMIC 1 Overcollateralized Amount: With respect to any date of
determination, (i) 0.50% of the aggregate
Uncertificated Principal Balances of
the REMIC 1 Regular Interests minus (ii)
the aggregate of the Uncertificated
Principal Balances of REMIC 1 Regular
Interest LT1A1, REMIC 1 Regular Interest
LT1A2, REMIC 1 Regular Interest LT1A3,
REMIC 1 Regular Interest LT1A4, REMIC 1
Regular Interest LT1A5, REMIC 1 Regular
Interest LT1AUR, REMIC 1 Regular
Interest LT1B1, REMIC 1 Regular Interest
LT1B2, REMIC 1 Regular Interest LT1B3,
REMIC 1 Regular Interest LT1M1, REMIC 1
Regular Interest LT1M2, REMIC 1 Regular
Interest LT1M3, REMIC 1 Regular Interest
LT1M4 and REMIC 1 Regular Interest
LT1M5, in each case as of such date of
determination.
REMIC 1 Principal Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to (a)
the product of (i) 50% of the
aggregate principal balance of the Mortgage
Loans and related REO Properties
then outstanding and (ii) 1 minus a
fraction, the numerator of which is two
times the aggregate of the Uncertificated
Principal Balances of REMIC 1 Regular
Interest LT1A1, REMIC 1 Regular Interest
LT1A2, REMIC 1 Regular Interest LT1A3,
REMIC 1 Regular Interest LT1A4, REMIC 1
Regular Interest LT1A5, REMIC 1 Regular
Interest LT1AUR, REMIC 1 Regular Interest
LT1B1, REMIC 1 Regular Interest LT1B2,
REMIC 1 Regular Interest LT1B3, REMIC 1
Regular Interest LT1M1, REMIC 1 Regular
Interest LT1M2, REMIC 1 Regular Interest
LT1M3, REMIC 1 Regular Interest LT1M4
and REMIC 1 Regular Interest LT1M5, the
denominator of which is aggregate of the
Uncertificated Principal Balances of REMIC
1 Regular Interest LT1A1, REMIC 1
Regular Interest LT1A2, REMIC 1 Regular
Interest LT1A3, REMIC 1 Regular Interest
LT1A4, REMIC 1 Regular Interest LT1A5,
REMIC 1 Regular Interest LT1AUR, REMIC 1
Regular Interest LT1B1, REMIC 1 Regular
Interest LT1B2, REMIC 1 Regular Interest
LT1B3, REMIC 1 Regular Interest LT1M1,
REMIC 1 Regular Interest LT1M2, REMIC 1
Regular Interest LT1M3, REMIC 1 Regular
Interest LT1M4, REMIC 1 Regular Interest
LT1M5 and REMIC 1 Regular Interest
LT1ZZ.
REMIC 1 Regular Interest LT1AA: One of the separate
non-certificated
beneficial ownership interests in REMIC 1
issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1
Regular Interest LT1AA shall accrue
interest at the related Uncertificated
REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to
distributions of principal, subject to
the terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC 1 Regular Interest LT1A1: One of the separate
non-certificated
beneficial ownership interests in REMIC 1
issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1
Regular Interest LT1A1 shall accrue
interest at the related Uncertificated
REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to
distributions of principal, subject to
the terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC 1 Regular Interest LT1A2: One of the separate
non-certificated
beneficial ownership interests in REMIC 1
issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1
Regular Interest LT1A2 shall accrue
interest at the related Uncertificated
REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to
distributions of principal, subject to
the terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC 1 Regular Interest LT1A3: One of the separate
non-certificated
beneficial ownership interests in REMIC 1
issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1
Regular Interest LT1A3 shall accrue
interest at the related Uncertificated
REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to
distributions of principal, subject to
the terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC 1 Regular Interest LT1A4: One of the separate
non-certificated
beneficial ownership interests in REMIC 1
issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1
Regular Interest LT1A4 shall accrue
interest at the related Uncertificated
REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to
distributions of principal, subject to
the terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC 1 Regular Interest LT1A5: One of the separate
non-certificated
beneficial ownership interests in REMIC 1
issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1
Regular Interest LT1A5 shall accrue
interest at the related Uncertificated
REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to
distributions of principal, subject to
the terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC 1 Regular Interest LT1AUR: One of the separate
non-certificated beneficial ownership
interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC
1. REMIC 1 Regular Interest LT1AUR
shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be
entitled to distributions of principal,
subject to the terms and conditions hereof,
in an aggregate amount equal to its
initial Uncertificated Principal Balance as
set forth in the Preliminary
Statement hereto.
REMIC 1 Regular Interest LT1B1: One of the separate
non-certificated
beneficial ownership interests in REMIC 1
issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1
Regular Interest LT1B1 shall accrue
interest at the related Uncertificated
REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to
distributions of principal, subject to
the terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC 1 Regular Interest LT1B2: One of the separate
non-certificated
beneficial ownership interests in REMIC 1
issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1
Regular Interest LT1B2 shall accrue
interest at the related Uncertificated
REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to
distributions of principal, subject to
the terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC 1 Regular Interest LT1B3: One of the separate
non-certificated
beneficial ownership interests in REMIC 1
issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1
Regular Interest LT1B3 shall accrue
interest at the related Uncertificated
REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to
distributions of principal, subject to
the terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC 1 Regular Interest LT1M1: One of the separate
non-certificated
beneficial ownership interests in REMIC 1
issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1
Regular Interest LT1M1 shall accrue
interest at the related Uncertificated
REMIC 1 Pass- Through Rate in effect from
time to time, and shall be entitled to
distributions of principal, subject to
the terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC 1 Regular Interest LT1M2: One of the separate
non-certificated
beneficial ownership interests in REMIC 1
issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1
Regular Interest LT1M2 shall accrue
interest at the related Uncertificated
REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to
distributions of principal, subject to
the terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC 1 Regular Interest LT1M3: One of the separate
non-certificated
beneficial ownership interests in REMIC 1
issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1
Regular Interest LT1M3 shall accrue
interest at the related Uncertificated
REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to
distributions of principal, subject to
the terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC 1 Regular Interest LT1M4: One of the separate
non-certificated
beneficial ownership interests in REMIC 1
issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1
Regular Interest LT1M4 shall accrue
interest at the related Uncertificated
REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to
distributions of principal, subject to
the terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC 1 Regular Interest LT1M5: One of the separate
non-certificated
beneficial ownership interests in REMIC 1
issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1
Regular Interest LT1M5 shall accrue
interest at the related Uncertificated
REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to
distributions of principal, subject to
the terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC 1 Regular Interest LT1XX: One of the separate
non-certificated
beneficial ownership interests in REMIC 1
issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1
Regular Interest LT1XX shall accrue
interest at the related Uncertificated
REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to
distributions of principal, subject to
the terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC 1 Regular Interest LT1ZZ: One of the separate
non-certificated
beneficial ownership interests in REMIC 1
issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1
Regular Interest LT1ZZ shall accrue
interest at the related Uncertificated
REMIC 1 Pass- Through Rate in effect from
time to time, and shall be entitled to
distributions of principal, subject to
the terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC 1 Regular Interests: REMIC 1 Regular Interest LT1AA, REMIC
1
Regular Interest LT1A1, REMIC 1 Regular
Interest LT1A2, REMIC 1 Regular Interest
LT1A3, REMIC 1 Regular Interest LT1A4,
REMIC 1 Regular Interest LT1A5, REMIC 1
Regular Interest LT1AUR, REMIC 1 Regular
Interest LT1B1, REMIC 1 Regular
Interest LT1B2, REMIC 1 Regular Interest
LT1B3, REMIC 1 Regular Interest LT1M1,
REMIC 1 Regular Interest LT1M2, REMIC 1
Regular Interest LT1M3, REMIC 1 Regular
Interest LT1M4, REMIC 1 Regular Interest
LT1M5, REMIC 1 Regular Interest LT1XX
and REMIC 1 Regular Interest LT1ZZ.
REMIC 1 Sub WAC Allocation Percentage: 50% of any amount payable
or
loss attributable from the Mortgage Loans,
which shall be allocated to REMIC 1
Regular Interest LT1XX.
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.
REMIC Regular Interest: Either a REMIC 1 Regular Interest or any
of
the Certificates (other than the Class P
and Residual Certificates).
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.
Reserve Account: Either of the Class A Reserve Account or the
Subordinated Certificates Reserve
Account.
Residual Certificate: Either the Class R-1 or Class R-2
Certificate.
Residual Certificate Group: The Class R-1 and Class R-2
Certificates.
Residual Interest: The sole Class of "residual interests" in
each
REMIC within the meaning of Section
860G(a)(2) of the Code.
Responsible Officer: When used with respect to the Trustee or
the
Master Servicer, 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 or the Master Servicer
customarily performing functions similar to
those performed by any of the
above-designated officers and also, with
respect to a particular matter, any
other officer to whom such matter is
referred because of such officer's
knowledge of and familiarity with the
particular subject.
Retained Mortgage Loan File: A file maintained by Wells Fargo
Bank
prior to any Document Transfer Event for
each Mortgage Loan that contains the
documents specified in Section 2.01(b) and
any additional documents required to
be added to the Retained Mortgage Loan File
pursuant to this Agreement.
Rule 144A: Rule 144A promulgated under the Securities Act of
1933,
as amended.
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies,
Inc., or its successor in interest.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of
such Mortgage Loan as of the
applicable 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 applicable 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.
Senior Certificates: The Class A Certificates and the Residual
Certificates.
Senior Enhancement Percentage: For any Distribution Date, the
percentage obtained by dividing (x) the sum
of (i) the aggregate Principal
Balance of the Class M and Class B
Certificates before taking into account the
distribution of the Principal Distribution
Amount on such Distribution Date and
(ii) the Overcollateralization Amount as of
the prior Distribution Date by (y)
the Pool Balance as of the last day of the
related Collection Period.
Senior Principal Distribution Amount: With respect to any
Distribution Date, the excess of (a) the
aggregate Principal Balance of the
Senior Certificates immediately prior to
such Distribution Date over (b) the
lesser of (x) the product of (1) 76.00% and
(2) the aggregate unpaid principal
balance of the Mortgage Loans as of the
last day of the related Collection
Period and (y) the Overcollateralization
Floor.
Senior Specified Enhancement Percentage: On any date of
determination thereof, 24.00%.
Sequential Trigger Event I: With respect to any Distribution
Date
(a) prior to the Distribution Date in
November 2008, if the aggregate amount of
Realized Losses incurred since October 1,
2005 through the last day of the
related Collection Period (reduced by the
aggregate amount of Subsequent
Recoveries received since October 1, 2005
through the last day of the related
Collection Period) divided by the Cut-Off
Date Aggregate Principal Balance
exceeds 0.75% or (b) on or after the
Distribution Date in November 2008, a
Trigger Event is in effect.
Sequential Trigger Event II: With respect to any Distribution
Date
(a) prior to the Distribution Date in
November 2008, (i) if the three-month
rolling average of 60+ Day Delinquent Loans
(as a percentage of the Pool Balance
as of the last day of the related
Collection Period) equals or exceeds 25.00% of
the Senior Enhancement Percentage or (ii)
the aggregate amount of Realized
Losses incurred since October 1, 2005
through the last day of the related
Collection Period (reduced by the aggregate
amount of Subsequent Recoveries
received since October 1, 2005 through the
last day of the related Collection
Period) divided by the Cut-Off Date
Aggregate Principal Balance exceeds 0.75% or
(b) on or after the Distribution Date in
November 2008, a Trigger Event is in
effect.
Servicer Mortgage Loan File: As defined in each of the
Servicing
Agreements.
Servicer Prepayment Penalty Payment Amount: With respect to any
Mortgage Loan serviced by Wells Fargo Bank,
as defined in the Wells Fargo Bank
Servicing Agreement.
Servicers: Wells Fargo Bank, as a Servicer under the related
Servicing Agreement. Initially the
servicing functions performed by Wells Fargo
Bank shall be performed by the Wells Fargo
Home Mortgage division of Wells Fargo
Bank.
Servicing Agreements: Each of the Servicing Agreements executed
with
respect to a portion of the Mortgage Loans
by one of the Servicers, which
agreements are attached hereto,
collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its
Servicing Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, 0.375% per
annum.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and
servicing of the Mortgage Loans.
Similar Law: As defined in Section 5.02(b).
Startup Day: As defined in Section 2.05.
Stayed Funds: Any payment required to be made under the terms of
the
Certificates and a Servicing Agreement but
which is not remitted by a Servicer
because such Servicer is the subject of a
proceeding under the Bankruptcy Code
and the making of such remittance is
prohibited by Section 362 of the Bankruptcy
Code.
Stepdown Date: The earlier to occur of (i) the Distribution
Date
following the Distribution Date on which
the aggregate Principal Balance of the
Senior Certificates is reduced to zero and
(ii) the later to occur of (x) the
Distribution Date in November 2008 and (y)
the Distribution Date on which the
Senior Enhancement Percentage is greater
than or equal to the Senior Specified
Enhancement Percentage.
Subordinated Certificates: The Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class B-1, Class B-2,
Class B-3 and Class CE Certificates.
Subordinated Certificates Reserve Account: The trust account
created
and maintained by the Master Servicer
pursuant to Section 3.01(f) which shall be
entitled "Subordinated Certificates Reserve
Account, Wells Fargo Bank, N.A., as
Master Servicer, in trust for registered
Holders of the Class M, Class B-1 and
Class B-2 Certificates of Wells Fargo
Alternative Loan 2005-2 Trust, Mortgage
Asset-Backed Pass-Through Certificates,
Series 2005-2," and which must be an
Eligible Account. Amounts on deposit in the
Subordinated Certificates Reserve
Account shall not be invested. The
Subordinated Certificates Reserve Account
shall not be an asset of either REMIC
formed under this Agreement.
Subordinated Certificates Yield Maintenance Agreement: The
yield
maintenance agreement assigned to the Trust
substantially in the form attached
hereto as Exhibit R-2. The Subordinated
Certificates Yield Maintenance Agreement
shall not be an asset of either REMIC
formed under this Agreement.
Subordinated Certificates Yield Maintenance Agreement Payment:
On
each Distribution Date through the
Distribution Date in August 2008, the amount
equal to the product of (a) the excess of
the lesser of (i) One-Month LIBOR and
(ii) 9.40280% over the cap rate for such
Distribution Date, as set forth on the
annex attached to the Subordinated
Certificates Yield Maintenance Agreement for
such Distribution Date, (b) the lesser of
(i) the notional amount as determined
in accordance with the Subordinated
Certificates Yield Maintenance Agreement for
such Distribution Date and (ii) the sum of
the Principal Balances of the Class
M, Class B-1 and Class B-2 Certificates for
such Distribution Date and (c) a
fraction, the numerator of which is the
actual number of days elapsed since the
previous Distribution Date (or the Closing
Date, in the case of the first
Distribution Date) to but excluding the
current Distribution Date and the
denominator of which is 360.
Subordination Depletion Date: The Distribution Date on which
the
aggregate Principal Balance of the Class M
and Class B Certificates is reduced
to zero and the Overcollateralization
Amount is reduced to zero.
Subsequent Recovery: Any amount (net of reimbursable expenses)
received on a Mortgage Loan subsequent to
such Mortgage Loan being determined to
be a Liquidated Loan that resulted in a
Realized Loss in a prior month.
Substitute Mortgage Loan: As defined in Section 2.02.
Substitution Adjustment 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 Eligible Substitute
Mortgage Loan, each balance being
determined as of the date of substitution.
Targeted Overcollateralization Amount: As of any Distribution
Date,
(x) prior to the Stepdown Date, 0.35% of
the Cut-Off Date Aggregate Principal
Balance and (y) on and after the Stepdown
Date, (i) if a Trigger Event has not
occurred for such Distribution Date, the
greater of (A) 0.70% of the Pool
Balance as of the last day of the related
Collection Period and (B) 0.35% of the
Cut-Off Date Aggregate Principal Balance
and (ii) if a Trigger Event has
occurred for such Distribution Date, the
Targeted Overcollateralization Amount
for the immediately preceding Distribution
Date.
Termination Price: As defined in Section 10.01 hereof.
Trigger Event: With respect to any Distribution Date, if (i)
the
three-month rolling average of 60+ Day
Delinquent Loans (as a percentage of the
Pool Balance as of the last day of the
related Collection Period) equals or
exceeds 25.00% of the Senior Enhancement
Percentage or (ii) the aggregate amount
of Realized Losses incurred since October
1, 2005 through the last day of the
related Collection Period (reduced by the
aggregate amount of Subsequent
Recoveries received since October 1, 2005
through the end of the last day of the
related Collection Period) divided by the
Cut-Off Date Aggregate Principal
Balance exceeds the applicable percentages
set forth below with respect to such
Distribution Date:
----------------------------------------------------------------------------
Distribution Date
Occurring In
Percentage
----------------------------------------------------------------------------
November 2007 through October 2008
0.350% for
the first month, plus
an additional 1/12th of 0.400% for
each month thereafter
0.750% for the first month, plus
an additional 1/12th of 0.500% for
November 2008 through October 2009
each month
thereafter
1.250% for the first month, plus
an additional 1/12th of 0.300% for
November 2009 through October 2010
each month
thereafter
1.550% for the first month, plus
an additional 1/12th of 0.150% for
November 2010 through October 2011
each month
thereafter
November 2011 and thereafter
1.700%
Trust: The corpus of the trust created by this Agreement.
Trust Estate: The segregated pool of assets subject hereto,
constituting the primary trust created
hereby and to be administered hereunder,
with respect to a portion of which two
REMIC elections are to be made, such
entire Trust Estate consisting of: (i) such
Mortgage Loans as from time to time
are subject to this Agreement, together
with the Mortgage Files relating
thereto, and together with all collections
thereon and proceeds thereof, (ii)
any REO Mortgage Loan, together with all
collections thereon and proceeds
thereof, (iii) the Trustee's rights with
respect to the Mortgage Loans under all
insurance policies required to be
maintained pursuant to this Agreement and any
proceeds thereof, (iv) the Seller's rights
under the Mortgage Loan Purchase
Agreement (including any security interest
created thereby), (v) the rights
under each of the Yield Maintenance
Agreements assigned to the Trust, (vi) such
assets from time to time that are
identified as deposited in any account held
for the benefit of the Certificateholders
and (vii) the Certificate Account and
the Reserve Accounts and such assets that
are deposited therein from time to
time and any investments thereof, together
with any and all income, proceeds and
payments with respect thereto.
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 2 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-1 hereto, as such Exhibit may be
amended from time to time in
connection with a substitution pursuant to
Section 2.02, 2.03 or 2.06, serviced
under the Wells Fargo Bank Servicing
Agreement and having a Prior Month Receipt
Period with respect to all types of
Unscheduled Principal Receipts.
Uncertificated REMIC 1 Pass-Through Rate: With respect to REMIC
1
Regular Interest LT1AA, REMIC 1 Regular
Interest LT1A1, REMIC 1 Regular Interest
LT1A2, REMIC 1 Regular Interest LT1A3,
REMIC 1 Regular Interest LT1A4, REMIC 1
Regular Interest LT1A5, REMIC 1 Regular
Interest LT1AUR, REMIC 1 Regular
Interest LT1M1, REMIC 1 Regular Interest
LT1M2, REMIC 1 Regular Interest LT1M3,
REMIC 1 Regular Interest LT1M4, REMIC 1
Regular Interest LT1M5, REMIC 1 Regular
Interest LT1B1, REMIC 1 Regular Interest
LT1B2, REMIC 1 Regular Interest LT1B3,
REMIC 1 Regular Interest LT1ZZ and REMIC 1
Regular Interest LT1XX, the Weighted
Average Net Mortgage Interest Rate of the
Mortgage Loans.
Uncertificated Principal Balance: The amount of any REMIC 1
Regular
Interest outstanding as of any date of
determination. As of the Closing Date,
the Uncertificated Balance of each REMIC 1
Regular Interest shall equal the
amount set forth in the Preliminary
Statement hereto as its initial
uncertificated balance. On each
Distribution Date, the Uncertificated Principal
Balance of each REMIC 1 Regular Interest
shall be reduced by all distributions
of principal made on such REMIC 1 Regular
Interest on such Distribution Date
pursuant to Section 4.09 and, if and to the
extent necessary and appropriate,
shall be further reduced on such
Distribution Date by Realized Losses as
provided in Section 4.09(b). The
Uncertificated Balance of REMIC 1 Regular
Interest LT1ZZ shall be increased by
interest deferrals as provided in Section
4.09(a)(i). The Uncertificated Balance of
each REMIC 1 Regular Interest shall
never be less than zero.
Unpaid Realized Loss Amount: For any Class of Class M or Class
B
Certificates and as to any Distribution
Date, the excess of (x) the aggregate
Applied Realized Loss Amounts allocated to
such Class for all prior Distribution
Dates over (y) the aggregate amount of any
Subsequent Recoveries allocated to
such Class for all prior Distribution
Dates.
Unscheduled Principal Receipt: Any Principal Prepayment or
other
recovery of principal on a Mortgage Loan,
including, without limitation,
Liquidation Proceeds, Net REO Proceeds,
Subsequent 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 Adjustment
Amounts.
Unscheduled Principal Receipt Period: Either a Mid-Month
Receipt
Period or a Prior Month Receipt Period.
U.S. Person or United States Person: (i) A citizen or resident
of
the United States, (ii) a corporation,
partnership or other entity treated as a
corporation or partnership for United
States federal income tax purposes
organized in or under the laws of the
United States or any state thereof or the
District of Columbia (unless, in the case
of a partnership, Treasury regulations
are adopted that provide otherwise), (iii)
an estate the income of which is
includible in gross income for United
States tax purposes, regardless of its
source, or (iv) a trust if a court within
the United States is able to exercise
primary supervision over the administration
of the trust and one or more United
States persons have authority to control
all substantial decisions of the trust.
Notwithstanding the preceding sentence, to
the extent provided in applicable
Treasury regulations, certain Trusts in
existence on August 20, 1996, and
treated as United States persons prior to
such date, that elect to continue to
be treated as United States persons will
also be a U.S. Person; provided that,
for purposes of the definition of a
"Permitted Transferee," a U.S. Person shall
not include any person whose income is
attributable to a foreign permanent
establishment or fixed base, within the
meaning of an applicable income tax
treaty, of such Person or any other
Person.
Voting Interest: The portion of the voting rights of all of the
Certificates which is allocated to any
Certificate. The Voting Interests
allocated among Holders of the Certificates
(other than the Class CE and Class P
Certificates) shall be 98%, and shall be
allocated among each such Class
according to the fraction, expressed as a
percentage, the numerator of which is
the aggregate Principal Balance of all the
Certificates of such Class then
outstanding and the denominator of which is
the aggregate Principal Balance of
all the Certificates (other than the Class
CE and Class P Certificates) then
outstanding. The Voting Interests allocated
to each such Class of Certificates
shall be allocated among all holders of
each such Class in proportion to the
outstanding Principal Balance of such
Certificates; provided, however, that any
Certificate registered in the name of the
Master Servicer, the Seller or the
Trustee or any of their respective
affiliates shall not be included in the
calculation of Voting Interests; provided
that only such Certificates as are
known by a Responsible Officer of the
Master Servicer to be so registered will
be so excluded. 1% of all the Voting
Interests will be allocated to the Holders
of each of the Class CE and Class P
Certificates.
Weighted Average Net Mortgage Interest Rate: The weighted
average
(based on the unpaid principal balance as
of the first day of the related
Collection Period or, in the case of the
first Distribution Date, the applicable
Cut-Off Date) of the Net Mortgage Interest
Rates of the Mortgage Loans,
expressed for each such Mortgage Loan as an
annual rate and calculated on the
basis of twelve months consisting of 30
days each and a 360 day year.
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 2
Mortgage Loans initially by Wells
Fargo Bank.
Written Order to Authenticate: A written order of the Seller
directing the Master Servicer to execute,
authenticate and deliver the
Certificates.
Yield Maintenance Agreement: Either of the Class A Yield
Maintenance
Agreement or the Subordinated Certificates
Yield Maintenance Agreement.
Yield Maintenance Agreement Payment: Either of the Class A
Yield
Maintenance Agreement Payment or the
Subordinated Certificates Yield Maintenance
Agreement Payment.
Yield Maintenance Agreement Provider: Goldman Sachs Capital
Markets
L.P., and any successor thereto.
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, Master Servicer and the
Authenticating Agent) shall be proved by
the Certificate Register, and neither
the Trustee, the Seller nor the Master
Servicer shall be affected by any notice
to the contrary.
(d) Any request, demand, authorization, direction, notice,
consent,
waiver or other action of the Holder of any
Certificate shall bind every future
Holder of the same Certificate and the
Holder of every Certificate issued upon
the registration of transfer thereof or in
exchange therefor or in lieu thereof
in respect of anything done, omitted or
suffered to be done by the Trustee, the
Seller or the Master Servicer in reliance
thereon, whether or not notation of
such action is made upon such
Certificate.
Section 1.03 Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table
of
Contents are for convenience of reference
only and shall not affect the
interpretation or construction of this
Agreement.
Section 1.04 Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other
than the parties to this Agreement and
their successors hereunder and the Holders
of the Certificates any benefit or
any legal or equitable right, power, remedy
or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Seller, concurrently with the execution and delivery
hereof,
does hereby assign to the Trustee, without
recourse all the right, title and
interest of the Seller in and to (a) the
Trust Estate, including all interest
and principal received by the Seller on or
with respect to each Mortgage Loan
after the applicable Cut-Off Date (and
including scheduled payments of principal
and interest due after the applicable
Cut-Off Date but received by the Seller on
or before the applicable Cut-Off Date and
Unscheduled Principal Receipts
received or applied on the applicable
Cut-Off Date, but not including payments
of principal and interest due on the
Mortgage Loans on or before the applicable
Cut-Off Date), (b) the Insurance Policies,
(c) the obligations of the Servicers
under the Servicing Agreements with respect
to the Mortgage Loans (including the
right to receive any Servicer Prepayment
Penalty Payment Amounts), (d) the right
to receive, pursuant to the Mortgage Loan
Purchase Agreement, any Originator
Prepayment Penalty Payment Amounts and (e)
proceeds of all the foregoing. It is
agreed and understood by the Seller and the
Trustee that it is not intended that
any mortgage loan be included in the Trust
Estate that is a "High-Cost Home
Loan" as defined in any of (i) the New
Jersey Home Ownership Act effective
November 27, 2003, (ii) the New Mexico Home
Loan Protection Act effective
January 1, 2004, (iii) the Massachusetts
Predatory Home Loan Practices Act
effective November 7, 2004 or (iv) the
Indiana Home Loan Practices Act,
effective January 1, 2005.
In connection with such assignment, the Seller shall, with
respect
to each Mortgage Loan, deliver, or cause to
be delivered, to the Custodian, on
or before the Closing Date the following
documents or instruments with respect
to each Mortgage Loan.
(i) The original Mortgage Note either (A) endorsed in blank or
(B)
endorsed
as provided in Section 2.01(d), with all prior and intervening
endorsements as may be necessary to show a complete chain of
endorsements
or with
respect to any Mortgage Loan as to which the original Mortgage
Note has
been permanently lost or destroyed and has not been replaced, a
lost note
affidavit with a copy of the Mortgage Note and, in the case of
any
Mortgage Loan originated in the State of New York documented by
a
NYCEMA,
the NYCEMA, the new Mortgage Note, if applicable, the
consolidated
Mortgage
Note and the consolidated Mortgage;
(ii) A recorded original assignment of the related Mortgage
from
Wells
Fargo Bank assigning the related Mortgage to the Trustee (which
may
be assigned in blank), certified
by the recording office, or, if such
assignment
is in the process of being recorded, a copy of the related
Mortgage
transmitted for recordation certified by an officer of Wells
Fargo Bank
or applicable Wells Fargo Bank Correspondent to be a true and
correct
copy of such assignment submitted for recordation; provided,
however,
if recordation is not required as described below, an
assignment
in
recordable form (which may be assigned in blank) with respect to
the
related
Mortgage;
(iii) The original of each assumption agreement, modification,
written
assurance or substitution agreement pertaining to such Mortgage
Note, if
any; and
(iv) For each Mortgage Loan secured by Co-op Shares, the
originals
of the
following documents or instruments:
(a) The loan
security agreement;
(b) The stock
certificate;
(c) The stock
power, executed in blank;
(d) The executed
proprietary lease;
(e) The executed
recognition agreement;
(f) The executed
UCC-1 financing statement with evidence of
recording thereon; and
(g) The executed
UCC-3 financing statements or other
appropriate UCC financing statements required by state
law, evidencing a complete and unbroken chain from the
mortgagee to the Trustee with evidence of recording
thereon (or in a form suitable for recordation).
(b) Following a Document Transfer Event, the Seller shall, with
respect to each Mortgage Loan, deliver, or
cause to be delivered, to the
Custodian, within 60 days copies (which may
be in electronic form mutually
agreed upon by the Seller and the
Custodian) of the following additional
documents or instruments with respect to
each Mortgage Loan; provided, however,
that originals of such documents or
instruments shall be delivered to the
Custodian if originals are required under
the law in which the related Mortgaged
Property is located in order to exercise
all remedies available to the Trust
under applicable law following default by
the related Mortgagor:
(i) The original recorded Mortgage with evidence of recordation
noted
thereon or attached thereto, together with any addenda or
riders
thereto,
or a copy of such recorded Mortgage with such evidence of
recordation
certified to be true and correct by the appropriate
governmental recording office; or a copy of such recorded Mortgage
with
such
evidence of recordation, or if the original Mortgage has been
submitted
for recordation but has not been returned from the applicable
public
recording office, a copy of the Mortgage certified by an officer
of
Wells
Fargo Bank or the applicable Wells Fargo Bank Correspondent to be
a
true and
correct copy of the original Mortgage submitted for
recordation;
(ii) The original of each assumption agreement, modification,
written
assurance or substitution agreement pertaining to such
Mortgage,
if any,
or, if such document is in the process of being recorded, a
copy
of such
document, certified by an officer of Wells Fargo Bank or the
applicable
Wells Fargo Bank Correspondent of such Mortgage Loan or by the
applicable
title insurance company, closing agent, settlement agent,
escrow
agent or closing attorney to be a true and correct copy of such
document
transmitted for recordation, if any;
(iii) For each MERS Mortgage Loan that is not a MOM Mortgage
Loan,
the
original assignment showing MERS as the assignee of the Mortgage,
with
evidence
of recording thereon or copies thereof certified by an officer
of
Wells
Fargo Bank or the applicable Wells Fargo Bank Correspondent to
have
been
submitted for recordation;
(iv) Each original recorded intervening assignment of the
Mortgage
as may be
necessary to show a complete chain of title from the Mortgage
Loan
originator to Wells Fargo Bank or Wells Fargo Home Mortgage,
Inc.,
with
evidence of recordation noted thereon or attached thereto, or a
copy
of such
assignment with such evidence of recordation to be true and
correct by
the appropriate governmental recording office, or, if any such
assignment
has been submitted for recordation but has not been returned
from the
applicable public recording office or is not otherwise
available,
a copy of
such assignment certified by an officer of Wells Fargo Bank or
the
applicable Wells Fargo Bank Correspondent to be a true and
correct
copy of
the recorded assignment submitted for recordation; and
(v) The original policy of the title insurance or certificate
of
title
insurance or a written commitment to issue such a title
insurance
policy or
certificate of title insurance, or a copy of such title
insurance
certified as true and correct by the applicable insurer or any
attorney's
certificate of title with an Officer's Certificate of Wells
Fargo Bank
or the applicable Wells Fargo Bank Correspondent that such
attorney's
certificate of title is customarily used in lieu of a title
insurance
policy in the jurisdiction in which the related mortgage
property
is located.
(c) If any assignment of a Mortgage to the Trustee is in the
process
of being recorded on the Closing Date, the
Seller shall use its best efforts to
cause each such original recorded document
or certified copy thereof to be
delivered to the Custodian promptly
following its recordation, but in no event
later than one (1) year following the
Closing Date. If any Mortgage has been
recorded in the name of MERS or its
designee, no assignment of Mortgage in favor
of the Trustee will be required to be
prepared or delivered and instead, the
Master Servicer shall take all actions as
are necessary to cause the Trust
Estate to be shown as the owner of the
related Mortgage Loan on the records of
MERS for the purpose of the system of
recording transfers of beneficial
ownership of mortgages maintained by MERS.
The Seller shall also cause to be
delivered to the Custodian any other
original mortgage loan document included in
the Owner Mortgage Loan File if a copy
thereof has been delivered. The Seller
shall pay from its own funds, without any
right of reimbursement therefor, the
amount of any costs, liabilities and
expenses incurred by the Trust Estate by
reason of the failure of the Seller to
cause to be delivered to the Custodian
within one (1) year following the Closing
Date any assignment of a Mortgage
(except with respect to any Mortgage
recorded in the name of MERS) not delivered
to the Custodian on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller
may,
deliver or cause to be delivered to the
Custodian the assignment of the Mortgage
Loan to the Trustee in a form suitable for
recordation, if (i) with respect to a
particular state the Trustee has received
an Opinion of Counsel acceptable to it
that such recording is not required to make
the assignment effective against the
parties to the Mortgage or subsequent
purchasers or encumbrances of the
Mortgaged Property or (ii) the Seller has
been advised by each Rating Agency
that non-recordation in a state will not
result in a reduction of the rating
assigned by that Rating Agency at the time
of initial issuance of the
Certificates. Set forth on Exhibit K
attached hereto is a list of all states
where recordation is required by either
Rating Agency to obtain the initial
ratings of the Certificates. The Custodian
may rely and shall be protected in
relying upon the information contained in
such Exhibit K. In the event that the
Custodian receives notice that recording is
required to protect the right, title
and interest of the Trustee in and to any
such Mortgage Loan for which
recordation of an assignment has not
previously been required, the Custodian
shall promptly notify the Trustee and the
Custodian shall within five Business
Days (or such other reasonable period of
time mutually agreed upon by the
Custodian and the Trustee) of its receipt
of such notice deliver each previously
unrecorded assignment to the related
Servicer for recordation.
(d) Except for Mortgage Notes endorsed in blank, endorsements
shall
comply with the following format:
WITHOUT RECOURSE
PAY TO THE ORDER OF:
WACHOVIA BANK, NATIONAL ASSOCIATION, AS
TRUSTEE under the pooling and servicing
agreement dated as of [date].
and its successors and assigns,
[Wells Fargo Bank, N.A.] or [Wells Fargo Home Mortgage, Inc.]
[Signature of Officer]
[Officer's Name and Title]
Except where assignments in blank are authorized or in the case
of
any Mortgage registered in the name of
MERS, assignments of any Mortgage shall
comply with the following:
WACHOVIA BANK, NATIONAL ASSOCIATION, AS
TRUSTEE
and its successors and assigns
Section 2.02 Acceptance by Custodian.
Subject to the provisions of the following paragraph, pursuant
to
the Custodial Agreement, the Custodian, on
behalf of the Trustee, will declare
that it holds and will hold the documents
delivered to it pursuant to Section
2.01(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
the Purchase Price 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") that is an Eligible
Substitute Mortgage Loan.
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
Adjustment Amount, together with (i)
interest on such Substitution Adjustment
Amount at the applicable Net Mortgage
Interest Rate to the following Due Date of
such Mortgage Loan which is being
substituted for and (ii) an amount equal to
the aggregate amount of unreimbursed
Periodic Advances in respect of interest
previously made by the Servicer, the
Master Servicer or the Trustee with respect
to such Mortgage Loan, shall be
deposited in the Certificate Account. The
Monthly Payment on the Substitute
Mortgage Loan for the Due Date in the month
of substitution shall not be part of
the Trust Estate. Upon receipt by the
Custodian of a Request for Release signed
by an officer of the Seller, the Custodian
shall release to the Seller the
related Owner Mortgage Loan File (and
Retained Mortgage Loan File, if
applicable). The Trustee shall execute and
deliver such instrument of transfer
or assignment (or, in the case of a
Mortgage Loan registered in the name of MERS
or its designee, the Master Servicer shall
cause the applicable Servicer to take
all necessary action to reflect such
assignment on the records of MERS), in each
case without recourse, as shall be
necessary to vest in the Seller legal and
beneficial ownership of such substituted or
repurchased Mortgage Loan or
property. It is understood and agreed that
the obligation of the Seller to
substitute a new Mortgage Loan for or
repurchase any Mortgage Loan or property
as to which such a material defect in a
constituent document exists shall
constitute the sole remedy respecting such
defect available to the
Certificateholders or the Trustee on behalf
of the Certificateholders. The
failure of the Custodian to give the final
certification or the Trustee to give
any notice within the required time periods
shall not affect or relieve the
Seller's obligation to repurchase any
Mortgage Loan pursuant to this Section
2.02.
Section 2.03 Representations and Warranties of the Master
Servicer
and the Seller.
(a) The Master Servicer hereby represents and warrants to the
Trustee for the benefit of
Certificateholders that, as of the date of execution
of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered
and validly existing in good standing under the laws of the
United
States;
(ii) The execution and delivery of this Agreement by the Master
Servicer
and its performance and compliance with the terms of this
Agreement
will not violate the Master Servicer's corporate charter or
by-laws or
constitute a default (or an event which, with notice or lapse
of time,
or both, would constitute a default) under, or result in the
breach of,
any material contract, agreement or other instrument to which
the Master
Servicer is a party or which may be applicable to the Master
Servicer
or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery
by the Trustee and the Seller, constitutes a valid, legal and
binding
obligation of the Master Servicer, enforceable against it in
accordance
with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting
the
enforcement of creditors' rights generally and to general
principles of
equity,
regardless of whether such enforcement is considered in a
proceeding
in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order
or decree
of any court or any order, regulation or demand of any federal,
state,
municipal or governmental agency, which default might have
consequences that would materially and adversely affect the
condition
(financial
or other) or operations of the Master Servicer or its
properties
or might have consequences that would affect its performance
hereunder;
and
(v) No litigation is pending or, to the best of the Master
Servicer's
knowledge, threatened against the Master Servicer which would
prohibit
its entering into this Agreement or performing its obligations
under this
Agreement.
It is understood and agreed that the representations and
warranties
set forth in this Section 2.03(a) shall
survive delivery of the respective Owner
Mortgage Loan Files to the Trustee or the
Custodian.
(b) The Seller hereby represents and warrants to the Trustee for
the
benefit of Certificateholders that, as of
the date of execution of this
Agreement, with respect to the Mortgage
Loans, or each Mortgage Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule was
true
and
correct in all material respects at the date or dates respecting
which
such
information is furnished as specified in the Mortgage Loan
Schedule;
(ii) Immediately prior to the transfer and assignment
contemplated
herein,
the Seller was the sole owner and holder of the Mortgage Loan
free
and clear
of any and all liens, pledges, charges or security interests of
any nature
and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first
lien
on the
property therein described, and the Mortgaged Property is free
and
clear of
all encumbrances and liens having priority over the first lien
of
the
Mortgage except for liens for real estate taxes and special
assessments not yet due and payable and liens or interests arising
under
or as a
result of any federal, state or local law, regulation or
ordinance
relating
to hazardous wastes or hazardous substances, and, if the
related
Mortgaged
Property is a condominium unit, any lien for common charges
permitted
by statute or homeowners association fees; and if the Mortgaged
Property
consists of shares of a cooperative housing corporation, any
lien
for amounts due
to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents
or
maintenance expenses secured by the real property owned by the
cooperative
housing
corporation; and any security agreement, chattel mortgage or
equivalent
document related to, and delivered to the Trustee or to the
Custodian
with, any Mortgage establishes in the Seller a valid and
subsisting
first lien on the property described therein and the Seller has
full right
to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or
the
related
Mortgage Note has modified the Mortgage or the related Mortgage
Note in
any material respect, satisfied, canceled or subordinated the
Mortgage
in whole or in part, released the Mortgaged Property in whole
or
in part
from the lien of the Mortgage, or executed any instrument of
release,
cancellation, modification or satisfaction, except in each case
as is
reflected in an agreement delivered to the Trustee or the
Custodian
pursuant
to Section 2.01(a);
(v) All taxes, governmental assessments, insurance premiums,
and
water,
sewer and municipal charges, which previously became due and
owing
have been
paid, or an escrow of funds has been established, to the extent
permitted
by law, in an amount sufficient to pay for every such item
which
remains
unpaid; and the Seller has not advanced funds, or received any
advance of
funds by a party other than the Mortgagor, directly or
indirectly
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 for
such
Mortgage
Loan immediately preceding the applicable 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 applicable Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other
agreements
executed
in connection therewith are genuine, and each is the legal,
valid
and
binding obligation of the maker thereof, enforceable in
accordance
with its
terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the
enforcement
of
creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a
proceeding in
equity or
at law); and, to the best of the Seller's knowledge, all
parties
to the
Mortgage Note and the Mortgage had legal capacity to execute
the
Mortgage
Note and the Mortgage and each Mortgage Note and Mortgage has
been duly
and properly executed by the Mortgagor;
(xiii) Each Mortgage Loan at the time it was originated complied
in
all
material respects with applicable federal, state and local laws
including,
without limitation, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit
opportunity,
predatory
and abusive lending laws and disclosure laws;
(xiv) The proceeds of the Mortgage Loans have been fully
disbursed,
there is
no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site
improvements and
as to
disbursements of any escrow funds therefor have been complied
with
(except
for escrow funds for exterior items which could not be
completed
due to
weather and escrow funds for the completion of swimming pools);
and
all costs,
fees and expenses incurred in making, closing or recording the
Mortgage
Loan have been paid, except recording fees with respect to
Mortgages
not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged
Property located in any jurisdiction, as to which an opinion of
counsel of
the type customarily rendered in such jurisdiction in lieu of
title
insurance is instead received) is covered by an American Land
Title
Association mortgagee title insurance policy or other generally
acceptable
form of
policy or insurance acceptable to Fannie Mae or Freddie Mac,
issued by
a title insurer acceptable to Fannie Mae or Freddie Mac
insuring
the
originator, its successors and assigns, as to the first priority
lien
of the
Mortgage in the original principal amount of the Mortgage Loan
and
subject
only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions
and
restrictions, rights of way, easements and other matters of public
record
as of the
date of recording of such Mortgage acceptable to mortgage
lending
institutions in the area in which the Mortgaged Property is
located or
specifically referred to in the appraisal performed in
connection
with the origination of the related Mortgage Loan, (C) liens
created
pursuant to any federal, state or local law, regulation or
ordinance
affording liens for the costs of clean-up of hazardous
substances
or hazardous wastes or for other environmental protection
purposes
and (D) such other matters to which like properties are
commonly
subject
which do not individually, or in the aggregate, materially
interfere
with the benefits of the security intended to be provided by
the
Mortgage;
the Seller is the sole insured of such mortgagee title
insurance
policy,
the assignment to the Trustee of the Seller's interest in such
mortgagee
title insurance policy does not require any consent of or
notification to the insurer which has not been obtained or made,
such
mortgagee
title insurance policy is in full force and effect and will be
in full
force and effect and inure to the benefit of the Trustee, no
claims
have been made under such mortgagee title insurance policy, and
no
prior holder of
the related Mortgage, including the Seller, has done, by
act or
omission, anything which would impair the coverage of such
mortgagee
title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is
insured
by an
insurer acceptable to Fannie Mae or Freddie Mac against loss by
fire
and such
hazards as are covered under a standard extended coverage
endorsement, in an amount which is not less than the lesser of 100%
of the
insurable
value of the Mortgaged Property and the outstanding principal
balance of
the Mortgage Loan, but in no event less than the minimum amount
necessary
to fully compensate for any damage or loss on a replacement
cost
basis; if
the Mortgaged Property is a condominium unit, it is included
under the
coverage afforded by a blanket policy for the project; if upon
origination of the Mortgage Loan, the improvements on the
Mortgaged
Property
were in an area identified in the Federal Register by the
Federal
Emergency
Management Agency as having special flood hazards, a flood
insurance
policy meeting the requirements of the current guidelines of
the
Federal
Insurance Administration is in effect with a generally
acceptable
insurance
carrier, in an amount representing coverage not less than the
least of
(A) the outstanding principal balance of the Mortgage Loan, (B)
the full
insurable value of the Mortgaged Property and (C) the maximum
amount of
insurance which was available under the National Flood
Insurance
Act of
1968, as amended; and each Mortgage obligates the Mortgagor
thereunder
to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no
default,
breach,
violation or event of acceleration existing under the Mortgage
or
the
related Mortgage Note and no event which, with the passage of time
or
with
notice and the expiration of any grace or cure period, would
constitute
a default, breach, violation or event of acceleration; the
Seller has
not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or
has
been
commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense
of
usury, nor
will the operation of any of the terms of the Mortgage Note or
Mortgage,
or the exercise of any right thereunder, render the Mortgage
Note or
Mortgage unenforceable, in whole or in part, or subject it to
any
right of
rescission, set-off, counterclaim or defense, including the
defense of
usury, and no such right of rescission, set-off, counterclaim
or defense
has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments,
resulting
in
complete amortization of the Mortgage Loan over a term of not more
than
360
months;
(xx) Each Mortgage contains customary and enforceable
provisions
such as to
render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of
the
security,
including realization by judicial foreclosure (subject to any
limitation
arising from any bankruptcy, insolvency or other law for the
relief of
debtors), and there is no homestead or other exemption
available
to the
Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in
any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States
and
consists
of a one- to four-unit residential property, which may include
a
detached
home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op
Shares,
leases or
occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of
Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit
has
been
delivered to the Trustee in place of the related Mortgage Note,
the
related
Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos
"living"
trust, (i)
such trust is in compliance with Fannie Mae or Freddie Mac
standards
for inter vivos trusts and (ii) holding title to the Mortgaged
Property
in such trust will not diminish any rights as a creditor
including
the right to full title to the Mortgaged Property in the event
foreclosure proceedings are initiated;
(xxvi) If the Mortgage Loan is secured by a long-term
residential
lease, (1)
the lessor under the lease holds a fee simple interest in the
land; (2)
the terms of such lease expressly permit the mortgaging of the
leasehold
estate, the assignment of the lease without the lessor's
consent
and the
acquisition by the holder of the Mortgage of the rights of the
lessee
upon foreclosure or assignment in lieu of foreclosure or
provide
the holder
of the Mortgage with substantially similar protections; (3) the
terms of
such lease do not (a) allow the termination thereof upon the
lessee's
default without the holder of the Mortgage being entitled to
receive
written notice of, and opportunity to cure, such default, (b)
allow the
termination of the lease in the event of damage or destruction
as long as
the Mortgage is in existence, (c) prohibit the holder of the
Mortgage
from being insured (or receiving proceeds of insurance) under
the
hazard
insurance policy or policies relating to the Mortgaged Property
or
(d) permit
any increase in rent other than pre-established increases set
forth in
the lease; (4) the original term of such lease is not less than
15 years;
(5) the term of such lease does not terminate earlier than five
years
after the maturity date of the Mortgage Note; and (6) the
Mortgaged
Property
is located in a jurisdiction in which the use of leasehold
estates in
transferring ownership in residential properties is a widely
accepted
practice;
(xxvii) With respect to each Mortgage Loan that has a
Prepayment
Penalty,
each such Prepayment Penalty shall be enforceable, and each
Prepayment
Penalty shall be permitted pursuant to federal, state and local
law. Each
such Prepayment Penalty is in an amount less than or equal to
the
maximum amount permitted under applicable law. Each such
Prepayment
Penalty
actually charged to the related borrower is in accordance with
the
Prepayment
Penalty matrices set forth in Exhibit Q;
(xxviii) No Mortgage Loan is a "high cost" loan as defined under
any
federal,
state or local law applicable to such Mortgage Loan at the time
of its
origination;
(xxix) No Mortgage Loan is serviced by the Trustee or an
affiliate
of the
Trustee; and
(xxx) No Mortgage Loan (other than a Mortgage Loan that is a
New
Jersey
covered purchase loan) is a High Cost Loan or Covered Loan, as
applicable
(as such terms are defined in the then-current S&P's
LEVELS(R)
Glossary
which is now Version 5.6(c), Appendix E) and no Mortgage Loan
originated
on or after October 1, 2002 through March 6, 2003 is governed
by the
Georgia Fair Lending Act.
Notwithstanding the foregoing, no representations or warranties
are
made by the Seller as to the environmental
condition of any Mortgaged Property;
the absence, presence or effect of
hazardous wastes or hazardous substances on
any Mortgaged Property; any casualty
resulting from the presence or effect of
hazardous wastes or hazardous substances
on, near or emanating from any
Mortgaged Property; the impact on
Certificateholders of any environmental
condition or presence of any hazardous
substance on or near any Mortgaged
Property; or the compliance of any
Mortgaged Property with any environmental
laws, nor is any agent, person or entity
otherwise affiliated with the Seller
authorized or able to make any such
representation, warranty or assumption of
liability relative to any Mortgaged
Property. In addition, no representations or
warranties are made by the Seller with
respect to the absence or effect of fraud
in the origination of any Mortgage
Loan.
It is understood and agreed that the representations and
warranties
set forth in this Section 2.03(b) shall
survive delivery of the respective Owner
Mortgage Loan Files (and Retained Mortgage
Loan Files, if applicable) to the
Custodian and shall inure to the benefit of
the Trustee notwithstanding any
restrictive or qualified endorsement or
assignment.
(c) Upon discovery by any of the Seller, the Master Servicer,
the
Trustee or the Custodian that any of the
representations and warranties made in
subsection (b) above is not accurate
(referred to herein as a "breach") and,
except for a breach of the representation
and warranty set forth in subsection
(b)(i), where such breach is a result of
the Cut-Off Date Principal Balance of a
Mortgage Loan being greater, by $5,000 or
greater, than the Cut-Off Date
Principal Balance of such Mortgage Loan
indicated on the Mortgage Loan Schedule,
that such breach materially and adversely
affects the interests of the
Certificateholders in the related Mortgage
Loan, the party discovering such
breach shall give prompt written notice to
the other parties (any Custodian
being so obligated under a Custodial
Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice
of any such breach, the Seller shall
cure such breach in all material respects
or shall either (i) repurchase the
Mortgage Loan or any property acquired in
respect thereof from the Trust Estate
at a price equal to the Purchase Price or
(ii) if within two years of the
Startup Day, or such other period permitted
by the REMIC Provisions, substitute
for such Mortgage Loan in the manner
described in Section 2.02. In addition to
the foregoing, if a breach of the
representation set forth in clause (b)(xiii)
or (xxx) of this Section 2.03 occurs as a
result of a violation of an applicable
predatory or abusive lending law, the
Seller shall reimburse the Trust for all
costs and damages including, but not
limited to, reasonable attorneys' fees and
costs, incurred by the Trust as a result of
the violation of such law (such
amount, the "Reimbursement Amount"). The
Purchase Price of any repurchase
described in this paragraph, the
Substitution Adjustment Amount, if any, plus
accrued interest thereon and the other
amounts referred to in Section 2.02, and
any Reimbursement Amount shall be deposited
in the Certificate Account. It is
understood and agreed, except with respect
to the second preceding sentence,
that the obligation of the Seller to
repurchase or substitute for any Mortgage
Loan or property as to which such a breach
has occurred and is continuing shall
constitute the sole remedy respecting such
breach available to
Certificateholders or the Trustee on behalf
of Certificateholders, and such
obligation shall survive until termination
of the Trust Estate hereunder.
Notwithstanding anything to the contrary in this Section 2.03,
with
respect to any breach by the Seller of the
representation and warranty set forth
in Section 2.03(b)(xxvii), which breach
materially and adversely affects the
value of any Prepayment Penalty or the
interest of the Trust therein, the Seller
shall not be required to repurchase such
Mortgage Loans as set forth in this
Section 2.03. However, the Originator shall
remedy such breach as follows: Upon
any Principal Prepayment with respect to
the affected Mortgage Loan, the
Originator shall pay to the Trust the
excess, if any, of (x) the amount of such
Prepayment Penalty calculated as set forth
in the matrices attached hereto as
Exhibit Q over (y) the amount collected
from the Mortgagor in respect of such
Prepayment Penalty. Such amount payable by
the Originator pursuant to Section
5(b) of the Mortgage Loan Purchase
Agreement and shall be paid by the Remittance
Date in the month following the month in
which the related Principal Prepayment
occurred.
Section 2.04 Execution and Delivery of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage
Loans
and acknowledges the delivery of the Owner
Mortgage Loan Files to the Custodian,
on behalf of the Trustee, together with all
other assets included in the
definition of "Trust Estate," receipt of
which is hereby acknowledged.
Concurrently with such assignment and
delivery to the Trustee or Custodian and
in exchange therefor, the Master Servicer,
pursuant to the Written Order to
Authenticate executed by an officer of the
Seller, has executed, and the
Certificate Registrar has authenticated and
delivered to or upon the order of
the Seller (i) the Class A Certificates,
the Class M Certificates and the Class
B Certificates (other than the Class B-3
Certificates) in minimum dollar
denominations of $100,000 and integral
dollar multiples of $1 in excess thereof,
(ii) the Class B-3 Certificates in minimum
denominations of $250,000 and
integral multiples of $1 in excess thereof,
(iii) the Class CE and Class P
Certificates in minimum Percentage
Interests of 10% and (iv) each Residual
Certificate as a single certificate. The
Trustee acknowledges the issuance of
the uncertificated REMIC 1 Regular
Interests and declares that it hold such
regular interests as assets of REMIC 2. The
Trustee acknowledges the obligation
of the Class CE Certificates to pay Cap
Carryover Amounts, and declares that it
hold the same as assets of the Grantor
Trust on behalf of the Holders of the
Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class B-1,
Class B-2 and Class B-3
Certificates, respectively. In addition to
the assets described in the preceding
sentence, the assets of the Grantor Trust
shall also include (i) Prepayment
Penalties, any Servicer Prepayment Penalty
Payment Amounts, any Originator
Prepayment Penalty Payment Amounts and the
beneficial interest of the Class P
Certificates with respect thereto and (ii)
the Yield Maintenance Agreements, the
Reserve Accounts and the beneficial
interest of the Class CE Certificates with
respect thereto, subject to the obligation
to pay Cap Carryover Amounts. The
interests evidenced by the Certificates
constitute the entire beneficial
ownership interest in the Trust Estate.
Section 2.05 Designation of Certificates; Designation of Startup
Day
and Latest Possible Maturity Date.
The Seller hereby designates the REMIC 1 Regular Interests as
classes of "regular interests" and the
Class R-1 Certificate as the single class
of "residual interest" in REMIC 1 and
hereby further designates the Classes of
Class A, Class M and Class B Certificates
and the Class CE Certificates as
classes of "regular interests" and the
Class R-2 Certificate as the single class
of "residual interest" in REMIC 2 for the
purposes of Code Sections 860G(a)(1)
and 860G(a)(2), respectively. The Closing
Date is hereby designated as the
"Startup Day" of the REMIC within the
meaning of Code Section 860G(a)(9). The
"latest possible maturity date" of the
regular interests in REMIC 1 and REMIC 2
is October 25, 2035 for purposes of Code
Section 860G(a)(1).
Section 2.06 Optional Substitution of Mortgage Loans.
During the three-month period beginning on the Startup Date,
the
Seller shall have the right, but not the
obligation, in its sole discretion for
any reason, to substitute for any Mortgage
Loan a Substitute Mortgage Loan
meeting the requirements of an Eligible
Substitute Mortgage Loan. Any such
substitution shall be carried out in the
manner described in Section 2.02. The
Substitution Adjustment Amount, if any,
plus accrued interest thereon and the
other amounts referred to in Section 2.02,
shall be deposited in the Certificate
Account.
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account and Reserve Accounts.
(a) The Master Servicer shall establish and maintain a
Certificate
Account for the deposit of funds received
by the Master Servicer with respect to
the Mortgage Loans serviced by each
Servicer pursuant to each of the Servicing
Agreements. Such account shall be
maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer
and the Seller of the location of
the Certificate Account and of any change
in the location thereof.
(b) The Master Servicer shall deposit into the Certificate
Account
on the day of receipt thereof all amounts
received by it from any Servicer
pursuant to any of the Servicing Agreements
and shall, in addition, deposit into
the Certificate Account the following
amounts, in the case of amounts specified
in clauses (i) and (ii), not later than the
Business Day preceding the
Distribution Date on which such amounts are
required to be distributed to
Certificateholders and, in the case of the
amounts specified in clause (iii),
not later than the Business Day next
following the day of receipt and posting by
the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the
Master
Servicer
or the Trustee, if any and any amounts deemed received by the
Master
Servicer pursuant to Section 3.01(d);
(ii) all Prepayment Penalties collected by a Servicer, all
Originator
Prepayment Penalty Payment Amounts required to be paid by the
Originator
pursuant to the Mortgage Loan Purchase Agreement and all
Servicer
Prepayment Penalty Payment Amounts required to be paid by a
Servicer
pursuant to the applicable Servicing Agreement in connection
with
any such
Principal Prepayment; and
(iii) in the case of any Mortgage Loan that is (A) repurchased
by
the Seller
pursuant to Section 2.02, 2.03, 3.08, 3.12 or 10.01, (B)
auctioned
by the Master Servicer pursuant to Section 3.08 or (C)
purchased
by the
Majority Class CE Certificateholder pursuant to Section 10.01,
in
each case,
the Purchase Price therefor or, where applicable, any
Substitution Adjustment Amount and any amounts received in respect
of the
interest portion of
unreimbursed Periodic Advances.
(c) The Master Servicer shall cause the funds in the
Certificate
Account to be invested in Eligible
Investments. No such Eligible Investments
will be sold or disposed of at a gain prior
to maturity unless the Master
Servicer has received an Opinion of Counsel
or other evidence satisfactory to it
that such sale or disposition will not
cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise
subject the Trust Estate to tax, or cause
the Trust Estate to fail to qualify as two
separate REMICs while any
Certificates are outstanding. Any amounts
deposited in the Certificate Account
prior to the Distribution Date shall be
invested for the account of the Master
Servicer and any investment income thereon
shall be compensation to the Master
Servicer for services rendered under this
Agreement. The amount of any losses
incurred in respect of any such investments
shall be deposited in the
Certificate Account by the Master Servicer
out of its own funds immediately as
realized, without any right of
reimbursement therefor from the Trust Estate.
(d) For purposes of this Agreement, the Master Servicer will be
deemed to have received from a Servicer on
the applicable Remittance Date for
such funds all amounts deposited by such
Servicer into the Custodial P&I Account
maintained in accordance with the
applicable Servicing Agreement, if such
Custodial P&I Account is not an
Eligible Account as defined in this Agreement,
to the extent such amounts are not actually
received by the Master Servicer on
such Remittance Date as a result of the
bankruptcy, insolvency, receivership or
other financial distress of the depository
institution in which such Custodial
P&I Account is being held. To the
extent that amounts so deemed to have been
received by the Master Servicer are
subsequently remitted to the Master
Servicer, the Master Servicer shall be
entitled to retain such amounts.
(e) Any Prepayment Penalties, Originator Prepayment Penalty
Payment
Amounts and Servicer Prepayment Penalty
Payment Amounts shall not be assets of
either REMIC created hereunder, but shall
be considered assets of the Grantor
Trust held by the Trustee, for the benefit
of the Class P Certificateholders. In
addition, any Cap Carryover Amounts that
are paid with respect to the Class A,
Class M or Class B Certificates will be
treated as first having been distributed
with respect to the Class CE Certificates
and then having been paid outside of
the REMICs to the Class A, Class M or Class
B Certificateholders.
(f) The Master Servicer shall establish and maintain (i) the Class
A
Reserve Account, held in trust for the
benefit of the Holders of the Class A
Certificates and (ii) the Subordinated
Certificates Reserve Account, held in
trust for the benefit of the Holders of the
Class M, Class B-1 and Class B-2
Certificates. The Class A Reserve Account
and the Subordinated Certificates
Reserve Account shall remain uninvested.
The Master Servicer shall deposit in
the (i) Class A Reserve Account on the date
received by it, any Class A Yield
Maintenance Agreement Payment received from
the Yield Maintenance Agreement
Provider for the related Distribution Date
and (ii) Subordinated Certificates
Reserve Account on the date received by it,
any Subordinated Certificates Yield
Maintenance Agreement Payment received from
the Yield Maintenance Agreement
Provider for the related Distribution Date.
On each Distribution Date, the
Master Servicer shall withdraw from the (i)
Class A Reserve Account any Class A
Yield Maintenance Agreement Payment and
(ii) Subordinated Certificates Reserve
Account any Subordinated Certificates Yield
Maintenance Agreement Payment and
apply such amounts in the following order
of priority:
(i) to the Class
A Certificates, from the Class A Reserve Account,
any Cap
Carryover Amounts for such Classes for such Distribution Date
(after
distributions pursuant to clauses (xix)(a) and (xix)(b) of
Section
4.02(b)),
distributed concurrently, to the Class A-1, Class A-2, Class
A-3, Class
A-4 and Class A-5 Certificates, pro rata based on the
outstanding Principal Balance of each such Class, up to their
respective
unpaid Cap
Carryover Amounts (provided that, if for any Distribution Date,
after the
allocation of the remaining unpaid Cap Carryover Amounts to the
Class A
Certificates, the remaining unpaid Cap Carryover Amounts for
any
of the
Class A Certificates is reduced to zero, any amount of the
remaining unpaid Cap
Carryover Amounts that would have been allocated to
such Class
A Certificate for that Distribution Date will instead be
allocated,
pro rata, to the other Class A Certificates, based on their
respective
remaining unpaid Cap Carryover Amounts, to the extent the other
Class A
Certificates have any remaining unpaid Cap Carryover Amounts;
(ii) to the Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5,
Class B-1
and Class B-2 Certificates, from the Subordinated Certificates
Reserve
Account, any Cap Carryover Amounts for such Classes for such
Distribution Date (after distributions pursuant to clause (xix)(c)
of
Section
4.02(b)), distributed sequentially, to the Class M-1, Class
M-2,
Class M-3,
Class M-4, Class M-5, Class B-1 and Class B-2 Certificates, in
each case
up to the Cap Carryover Amount for each such Class; and
(iii) to the Class CE Certificates, any remaining amount on
deposit
in the
Reserve Accounts.
(g) The Master Servicer shall account for the Reserve Accounts as
an
asset of a grantor trust under subpart E,
part I of subchapter J of the Code and
not an asset of either REMIC created
pursuant to this Agreement. The beneficial
owner of the Reserve Accounts is the Class
CE Certificateholder. For all federal
tax purposes, amounts transferred or
reimbursed by REMIC 2 to the Reserve
Accounts shall be treated as distributions
by the Master Servicer to the Class
CE Certificateholder.
(h) Any Cap Carryover Amounts paid by the Master Servicer
pursuant
to Section 3.01(f) to the Regular
Certificates (other than the Class B-3 and
Class CE Certificates) shall be accounted
for by the Master Servicer as amounts
paid first to the Class CE Certificates and
then to the respective Class or
Classes of Regular Certificates (other than
the Class B-3 and Class CE
Certificates). In addition, the Master
Servicer shall account for the Regular
Certificates' (other than the Class CE
Certificates') rights to receive payments
of Cap Carryover Amounts as rights in a
limited recourse interest rate cap
contract written by the Class CE
Certificates in favor of the Regular
Certificates (other than the Class CE
Certificates).
(i) For federal tax return and information reporting, the right
of
the Holders of the Regular Certificates
(other than the Class B-3 and Class CE
Certificates) to receive payments under the
Class A Yield Maintenance Agreement
and Subordinated Certificates Yield
Maintenance Agreement in respect of the
related Yield Maintenance Agreement
Payments shall be assigned a value of zero.
Section 3.02 Permitted Withdrawals from the Certificate
Account.
(a) The Master Servicer may, from time to time, make
withdrawals
from the Certificate Account for the
following purposes (limited, in the case of
Servicer reimbursements, to cases where
funds in the respective Custodial P&I
Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trustee or any
Servicer
for
Periodic Advances made by the Master Servicer or the Trustee
pursuant
to Section
3.03(a) or any Servicer pursuant to any Servicing Agreement
with
respect to previous Distribution Dates, such right to
reimbursement
pursuant
to this subclause (i) being limited to amounts received on or
in
respect of
particular Mortgage Loans (including, for this purpose,
Liquidation Proceeds, REO Proceeds and proceeds from the purchase,
sale,
repurchase
or substitution of Mortgage Loans pursuant to Section 2.02,
2.03,
2.06, 3.08, 3.12 or 10.01) respecting which any such Periodic
Advance
was made;
(ii) to reimburse any Servicer, the Master Servicer or the
Trustee
for any
Periodic Advances determined in good faith to have become
Nonrecoverable Advances;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts
expended by
the Master
Servicer or any Servicer pursuant hereto or to any Servicing
Agreement,
respectively, in good faith in connection with the restoration
of damaged
property or for foreclosure expenses;
(iv) to reimburse the Master Servicer, any Servicer or the
Trustee
(or, in
certain cases, the Seller) for expenses incurred by it
(including
taxes paid
on behalf of the Trust Estate) and recoverable by or
reimbursable to it pursuant to Sections 3.03(b), 3.03(c), 3.09 or
6.03 or
the second sentence of
Section 8.13(a) or pursuant to such Servicer's
Servicing
Agreement, provided such expenses are "unanticipated" within
the
meaning of
the REMIC Provisions;
(v) to pay to the Seller or other purchaser with respect to
each
Mortgage
Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 2.02, 2.03, 2.06, 3.08,
3.12
or 10.01
or auctioned pursuant to Section 3.08, all amounts received
thereon
and not required to be distributed as of the date on which the
related
repurchase or Purchase Price or Scheduled Principal Balance was
determined;
(vi) to remit funds to the Paying Agent in the amounts and in
the
manner
provided for herein;
(vii) to pay to the Master Servicer any interest earned on or
investment
income with respect to funds in the Certificate Account;
(viii) to pay to any Servicer out of Liquidation Proceeds
allocable
to
interest the amount of any unpaid Servicing Fee (as adjusted
pursuant
to the
related Servicing Agreement) and any unpaid assumption fees,
late
payment
charges or other Mortgagor charges on the related Mortgage
Loan;
(ix) to pay to the Master Servicer as additional master
servicing
compensation any Liquidation Profits which a Servicer is not
entitled to
pursuant
to the applicable Servicing Agreement;
(x) to withdraw from the Certificate Account any amount deposited
in
the
Certificate Account that was not required to be deposited therein;
and
(xi) to clear and terminate the Certificate Account pursuant to
Section
10.01.
(b) The Master Servicer shall keep and maintain separate
accounting,
on a Mortgage Loan by Mortgage Loan basis,
for the purpose of justifying any
payment to and withdrawal from the
Certificate Account.
Section 3.03 Advances by Master Servicer and Trustee.
(a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest
on a Mortgage Loan as required by
the related Other Servicing Agreement prior
to the Business Day preceding the
Distribution Date occurring in the month
during which such Periodic Advance is
due, the Master Servicer shall make
Periodic Advances to the extent provided
hereby. In the event Wells Fargo Bank in
its capacity as Servicer fails to make
any required Periodic Advances of principal
and interest on a Mortgage Loan as
required by the Wells Fargo Bank Servicing
Agreement prior to the Business Day
preceding the Distribution Date occurring
in the month during which such
Periodic Advance is due, the Trustee shall,
to the extent required by Section
8.14, make such Periodic Advance to the
extent provided hereby, provided that
the Trustee has previously received the
certificate of the Master Servicer
described in the following sentence. The
Master Servicer shall notify the
Trustee of a failure to advance by a
Servicer and will cooperate with the
Trustee to provide (i) the amount that the
Trustee or Master Servicer is
required to advance hereunder and (ii)
whether the Master Servicer has
determined that it reasonably believes that
such Periodic Advance is a
Nonrecoverable Advance. Amounts advanced by
the Trustee or Master Servicer shall
be deposited in the Certificate Account on
the Business Day preceding the
related Distribution Date. Notwithstanding
the foregoing, neither the Master
Servicer nor the Trustee will be obligated
to make a Periodic Advance that it
reasonably believes to be a Nonrecoverable
Advance. The Trustee may conclusively
rely for any determination to be made by it
hereunder upon the determination of
the Master Servicer as set forth in its
certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums
with respect to a Mortgage Loan
required pursuant to the related Other
Servicing Agreement, the Master Servicer
shall, if the Master Servicer has actual
knowledge of such failure of the
Servicer, advance such funds and take such
steps as are necessary to pay such
taxes or insurance premiums. To the extent
Wells Fargo Bank in its capacity as
Servicer fails to make an advance on
account of the taxes or insurance premiums
with respect to a Mortgage Loan required
pursuant to the Wells Fargo Bank
Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of
such failure of Wells Fargo Bank in its
capacity as Servicer, certify to the
Trustee that such failure has occurred.
Upon receipt of such certification, the
Trustee shall advance such funds and take
such steps as are necessary to pay
such taxes or insurance premiums.
(c) The Master Servicer and the Trustee shall each be entitled to
be
reimbursed from the Certificate Account for
any Periodic Advance made by it
under Section 3.03(a) to the extent
described in Section 3.02(a)(i) and (a)(ii).
The Master Servicer and the Trustee shall
be entitled to be reimbursed pursuant
to Section 3.02(a)(iv) for any advance by
it pursuant to Section 3.03(b). The
Master Servicer shall diligently pursue
restoration of such amount to the
Certificate Account from the related
Servicer. The Master Servicer shall, to the
extent it has not already done so, upon the
request of the Trustee, withdraw
from the Certificate Account and remit to
the Trustee any amounts to which the
Trustee is entitled as reimbursement
pursuant to Section 3.02 (a)(i), (ii) and
(iv).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trustee shall be
required to pay or advance any amount
which any Servicer was required, but
failed, to deposit in the Certificate
Account.
Section 3.04 Custodian to Cooperate; Release of Owner Mortgage
Loan
Files and Retained Mortgage Loan Files.
In connection with the deposit by a Servicer into the
Certificate
Account of the proceeds from a Liquidated
Loan or of a Prepayment in Full, the
Master Servicer or applicable Servicer
shall confirm to the Trustee that all
amounts required to be remitted to the
Certificate Account in connection with
such Mortgage Loan have been so deposited,
and the Master Servicer or applicable
Servicer shall deliver two copies of such
Request for Release to the Custodian.
The Custodian shall, within five Business
Days of its receipt of such a Request
for Release, release the related Owner
Mortgage Loan File (and Retained Mortgage
Loan File, if applicable) to the Master
Servicer or such Servicer, as requested
by the Master Servicer or such Servicer. No
expenses incurred in connection with
any instrument of satisfaction or deed of
reconveyance shall be chargeable to
the Certificate Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including
but not limited to, collection under
any insurance policies, or to effect a
partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer
of such Mortgage Loan shall deliver
to the Master Servicer or Custodian two
copies of a Request for Release. Upon
the Master Servicer's receipt of any such
Request for Release, the Master
Servicer shall promptly forward such
request in hard copy or in electronic
format acceptable to the Custodian. The
Custodian shall, within five Business
Days, release the related Owner Mortgage
Loan File (and Retained Mortgage Loan
File, if applicable) to the Master Servicer
or such Servicer. Any such Request
for Release shall obligate the Master
Servicer or such Servicer, as the case may
be, to return the Owner Mortgage Loan File
(and Retained Mortgage Loan File, if
applicable) to the Custodian by the
twenty-first day following the release
thereof, unless (i) the Mortgage Loan has
been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have
been deposited in the Certificate
Account or (ii) the Owner Mortgage Loan
File (and Retained Mortgage Loan File,
if applicable) or any documents retained
therein have been delivered to an
attorney, or to a public trustee or other
public official as required by law,
for purposes of initiating or pursuing
legal action or other proceedings for the
foreclosure of the Mortgaged Property
either judicially or non-judicially. Upon
receipt of two copies of a Request for
Release stating that such Mortgage Loan
was liquidated and that all amounts
received or to be received in connection
with such liquidation which are required to
be deposited into the Certificate
Account have been so deposited, or that
such Mortgage Loan has become an REO
Mortgage Loan, the Custodian shall amend
its records.
Upon the occurrence of the event specified in clause (ii) of
the
preceding paragraph, the Trustee shall
execute and deliver to the Master
Servicer or such Servicer, as directed by
the Master Servicer, court pleadings,
requests for trustee's sale or other
documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged
Property or to any legal action brought
to obtain judgment against any Mortgagor on
the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce
any other remedies or rights
provided by the Mortgage Note or Mortgage
or otherwise available at law or in
equity. Each such certification shall
include a request that such pleadings or
documents be executed by the Trustee and a
statement as to the reason such
documents or pleadings are required and
that the execution and delivery thereof
by the Trustee will not invalidate or
otherwise affect the lien of the Mortgage,
except for the termination of such a lien
upon completion of the foreclosure
proceeding or trustee's sale.
Section 3.05 Reports to the Trustee; Annual Compliance
Statements.
(a) [Reserved]
(b) The Master Servicer shall deliver to the Trustee on or
before
March 30 of each year, a certificate signed
by an officer of the Master
Servicer, certifying that (i) such officer
has reviewed the activities of the
Master Servicer during the preceding
calendar year or portion thereof and its
performance under this agreement, (ii) to
the best of such officer's knowledge,
based on such review, the Master Servicer
has performed and fulfilled its
duties, responsibilities and obligations
under this agreement in all material
respects throughout such year, or, if there
has been a default in the
fulfillment of any such duties,
responsibilities or obligations, specifying each
such default known to such officer and the
nature and status thereof, and, (iii)
(A) the Master Servicer has received from
each Servicer any financial
statements, officer's certificates,
accountant's statements or other information
required to be provided to the Master
Servicer pursuant to the related Servicing
Agreement and (B) to the best of such
officer's knowledge, based on a review of
the information provided to the Master
Servicer by each Servicer as described in
(iii)(A) above, each Servicer has performed
and fulfilled its duties,
responsibilities and obligations under the
related Servicing Agreement in all
material respects throughout such year, or,
if there has been a default in the
fulfillment of any such duties,
responsibilities or obligations, specifying each
such default known to such officer and the
nature and status thereof. Copies of
such officers' certificate shall be
provided by the Trustee to any
Certificateholder upon written request
provided such certificate is delivered,
or caused to be delivered, by the Master
Servicer to the Trustee.
Section 3.06 Title, Management and Disposition of Any REO
Mortgage
Loan.
The Master
Servicer shall enforce the obligations of the applicable
Servicer to administer each REO Mortgage
Loan at all times so that it qualifies
as "foreclosure property" under the REMIC
Provisions and that it does not earn
any "net income from foreclosure property"
which is subject to tax under the
REMIC Provisions. In the event that a
Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by
each of the Servicing Agreements,
the Master Servicer shall monitor such
Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder
within the period so specified. In the
event of any such sale of a REO Mortgage
Loan, the Custodian shall, at the
written request of the Master Servicer and
upon being supported with appropriate
forms therefor, within five Business Days
of the deposit by the Master Servicer
of the proceeds of such sale or auction
into the Certificate Account, release or
cause to be released to the entity
identified by the Master Servicer the related
Owner Mortgage Loan File (and Retained
Mortgage Loan File, if applicable) and
Servicer Mortgage Loan File and shall
execute and deliver such instruments of
transfer or assignment, in each case
without recourse, as shall be necessary to
vest in the auction purchaser title to the
REO Mortgage Loan and the Custodian
shall have no further responsibility with
regard to such Owner Mortgage Loan
File (and Retained Mortgage Loan File, if
applicable) or Servicer Mortgage Loan
File. Neither the Trustee, the Master
Servicer nor any Servicer, acting on
behalf of the Trust Estate, shall provide
financing from the Trust Estate to any
purchaser of an REO Mortgage Loan.
Section 3.07 Amendments to Servicing Agreements, Modification
of
Standard Provisions.
(a) Subject to the prior written consent of the Trustee pursuant
to
Section 3.07(b), the Master Servicer from
time to time may, to the extent
permitted by the applicable Servicing
Agreement, make such modifications and
amendments to such Servicing Agreement as
the Master Servicer deems necessary or
appropriate to confirm or carry out more
fully the intent and purpose of such
Servicing Agreement and the duties,
responsibilities and obligations to be
performed by the Servicer thereunder. Such
modifications may only be made if
they are consistent with the REMIC
Provisions, as evidenced by an Opinion of
Counsel. Prior to the issuance of any
modification or amendment, the Master
Servicer shall deliver to the Trustee such
Opinion of Counsel and an Officer's
Certificate setting forth (i) the provision
that is to be modified or amended,
(ii) the modification or amendment that the
Master Servicer desires to issue and
(iii) the reason or reasons for such
proposed amendment or modification.
(b) The Trustee shall consent to any amendment or supplement to
a
Servicing Agreement proposed by the Master
Servicer pursuant to Section 3.07(a),
which consent and amendment shall not
require the consent of any
Certificateholder if it is (i) for the
purpose of curing any mistake or
ambiguity or to further effect or protect
the rights of the Certificateholders
or (ii) for any other purpose, provided
such amendment or supplement for such
other purpose cannot reasonably be expected
to adversely affect
Certificateholders. The lack of reasonable
expectation of an adverse effect on
Certificateholders may be established
through the delivery to the Trustee of (i)
an Opinion of Counsel to such effect or
(ii) written notification from each
Rating Agency to the effect that such
amendment or supplement will not result in
reduction of the current rating assigned by
that Rating Agency to the
Certificates. Notwithstanding the two
immediately preceding sentences, the
Trustee may, in its discretion, decline to
enter into or consent to any such
supplement or amendment if its own rights,
duties or immunities shall be
adversely affected.
(c) Notwithstanding anything to the contrary in this Section
3.07,
the Master Servicer from time to time may,
without the consent of any
Certificateholder or the Trustee, enter
into an amendment to an Other Servicing
Agreement for the purpose of (i)
eliminating or reducing Month End Interest and
(ii) providing for the remittance of Full
Unscheduled Principal Receipts by the
applicable Servicer to the Master Servicer
not later than the 24th day of each
month (or if such day is not a Business
Day, on the previous Business Day).
Section 3.08 Oversight of Servicing.
The Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans by each
Servicer and the performance by each
Servicer of all services, duties,
responsibilities and obligations (including
the obligation to maintain an Errors and
Omissions Policy and Fidelity Bond)
that are to be observed or performed by the
Servicer under its respective
Servicing Agreement. In performing its
obligations hereunder, the Master
Servicer shall act in a manner consistent
with Accepted Master Servicing
Practices and in a manner consistent with
the terms and provisions of any
insurance policy required to be maintained
by the Master Servicer or any
Servicer pursuant to this Agreement or any
Servicing Agreement. The Master
Servicer acknowledges that prior to taking
certain actions required to service
the Mortgage Loans, each Servicing
Agreement provides that the Servicer
thereunder must notify, consult with,
obtain the consent of or otherwise follow
the instructions of the Master Servicer.
The Master Servicer is also given
authority to waive compliance by a Servicer
with certain provisions of its
Servicing Agreement. In each such instance,
the Master Servicer shall promptly
instruct such Servicer or otherwise respond
to such Servicer's request. In no
event will the Master Servicer instruct
such Servicer to take any action, give
any consent to action by such Servicer or
waive compliance by such Servicer with
any provision of such Servicer's Servicing
Agreement if any resulting action or
failure to act would be inconsistent with
the requirements of the Rating
Agencies that rated the Certificates or
would otherwise have an adverse effect
on the Certificateholders. Any such action
or failure to act shall be deemed to
have an adverse effect on the
Certificateholders if such action or failure to
act either results in (i) the downgrading
of the rating assigned by either
Rating Agency to the Certificates, (ii) the
loss by the Trust Estate of REMIC
status for federal income tax purposes or
(iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on
either of the REMICs or the Trust
Estate. The Master Servicer shall have full
power and authority in its sole
discretion to take any action with respect
to the Trust Estate as may be
necessary or advisable to avoid the
circumstances specified including clause
(ii) or (iii) of the preceding
sentence.
For the purposes of determining whether any modification of a
Mortgage Loan shall be permitted by the
Master Servicer, such modification shall
be construed as a substitution of the
modified Mortgage Loan for the Mortgage
Loan originally deposited in the Trust
Estate if it would be a "significant
modification" within the meaning of Section
1.860G-2(b) of the regulations of
the U.S. Department of the Treasury. No
modification shall be approved unless
(i) the modified Mortgage Loan would
qualify as an Eligible Substitute Mortgage
Loan and (ii) with respect to any
modification that occurs more than three
months after the Closing Date and is not
the result of a default or a reasonably
foreseeable default under the Mortgage
Loan, there is delivered to the Trustee
an Opinion of Counsel (at the expense of
the party seeking to modify the
Mortgage Loan) to the effect that such
modification would not be treated as
giving rise to a new debt instrument for
federal income tax purposes as
described in the preceding sentence;
provided, however, that no such Opinion of
Counsel need be delivered if the sole
purpose of the modification is to reduce
the Monthly Payment on a Mortgage Loan as a
result of a Curtailment such that
the Mortgage Loan is fully amortized by its
original maturity date.
During the term of this Agreement, the Master Servicer shall
consult
fully with each Servicer as may be
necessary from time to time to perform and
carry out the Master Servicer's obligations
hereunder and otherwise exercise
reasonable efforts to cause such Servicer
to perform and observe the covenants,
obligations and conditions to be performed
or observed by it under its Servicing
Agreement.
The relationship of the Master Servicer to the Trustee under
this
Agreement is intended by the parties to be
that of an independent contractor and
not that of a joint venturer, partner or
agent.
The Master Servicer shall administer the Trust Estate on behalf
of
the Trustee and shall have full power and
authority, acting alone or (subject to
Section 6.06) through one or more
subcontractors, to do any and all things in
connection with such administration which
it may deem necessary or desirable.
Upon the execution and delivery of this
Agreement, and from time to time as may
be required thereafter, the Trustee shall
furnish the Master Servicer or its
subcontractors with any powers of attorney
and such other documents as may be
necessary or appropriate to enable the
Master Servicer to carry out its
administrative duties hereunder.
The Seller shall be entitled to repurchase at its option any
Mortgage Loan in the Trust Estate which,
pursuant to paragraph 5(c) of the
Mortgage Loan Purchase Agreement, Wells
Fargo Bank requests the Seller to
repurchase and to sell to Wells Fargo Bank
to facilitate the exercise of Wells
Fargo Bank's rights against the originator
or a prior holder of such Mortgage
Loan. The price for any Mortgage Loan
repurchased pursuant to this paragraph
shall be the Purchase Price. Upon the
receipt of such Purchase Price, the Master
Servicer shall provide to the Trustee the
certification required by Section 3.04
and the Trustee and the Custodian, if any,
shall promptly release to the Seller
the Owner Mortgage Loan File and Retained
Mortgage Loan File, if applicable,
relating to the Mortgage Loan being
repurchased.
In the event that (i) the Master Servicer determines at any
time
that, notwithstanding the representations
and warranties set forth in Section
2.03(b), any Mortgage Loan is not a
"qualified mortgage" within the meaning of
Section 860G of the Code and (ii) the
Trustee is unable to enforce the
obligation of the Seller to purchase such
Mortgage Loan pursuant to Section 2.02
within two months of such determination,
the Master Servicer shall cause such
Mortgage Loan to be auctioned to the
highest bidder and sold out of the Trust
Estate no later than the date 90 days after
such determination. In the event of
any such sale of a Mortgage Loan, the
Custodian shall, at the written request of
the Master Servicer and upon being
supported with appropriate forms therefor,
within five Business Days of the deposit by
the Master Servicer of the proceeds
of such auction into the Certificate
Account, release or cause to be released to
the entity identified by the Master
Servicer the related Owner Mortgage Loan
File (and Retained Mortgage Loan File, if
applicable) and Servicer Mortgage Loan
File and shall execute and deliver such
instruments of transfer or assignment,
in each case without recourse, as shall be
necessary to vest in the auction
purchaser title to the Mortgage Loan and
the Custodian shall have no further
responsibility with regard to such Owner
Mortgage Loan File (and Retained
Mortgage Loan File, if applicable) or
Servicer Mortgage Loan File. None of the
Trustee, the Custodian, the Master Servicer
or any Servicer, acting on behalf of
the Trustee, shall provide financing from
the Trust Estate to any purchaser of a
Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant
to
the Servicing Agreements, object to the
foreclosure upon, or other related
conversion of the ownership of, any
Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such
Mortgaged Property may be contaminated
with or affected by hazardous wastes or
hazardous substances or (ii) such
Servicer does not agree to administer such
Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan,
in a manner which would not result
in a federal tax being imposed upon the
Trust Estate or either REMIC.
At the direction of the Seller, the Master Servicer may enter into
a
special servicing agreement with an
unaffiliated holder of 100% Percentage
Interest of a Class of Subordinated
Certificates or a holder of a class of
securities representing interests in the
Subordinated Certificates and/or other
subordinated mortgage asset-backed
pass-through certificates, such agreement to
be substantially in the form of Exhibit M
hereto or subject to each Rating
Agency's acknowledgment that the ratings of
the Certificates in effect
immediately prior to the entering into of
such agreement would not be qualified,
downgraded or withdrawn and the
Certificates would not be placed on credit
review status (except for possible
upgrading) as a result of such agreement. Any
such agreement may contain provisions
whereby such holder may instruct the
Master Servicer to instruct a Servicer to
the extent provided in the applicable
Servicing Agreement to commence or delay
foreclosure proceedings with respect to
delinquent Mortgage Loans and will contain
provisions for the deposit of cash by
the holder that would be available for
distribution to Certificateholders if
Liquidation Proceeds are less than they
otherwise may have been had the Servicer
acted in accordance with its normal
procedures.
Section 3.09 Termination and Substitution of Servicing
Agreements.
Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing
Agreement, the Master Servicer shall
promptly deliver to the Seller and the
Trustee an Officer's Certificate
certifying that an event has occurred which
may justify termination of such
Servicing Agreement, describing the
circumstances surrounding such event and
recommending what action should be taken by
the Trustee with respect to such
Servicer. If the Master Servicer recommends
that such Servicing Agreement be
terminated, the Master Servicer's
certification must state that the breach is
material and not merely technical in
nature. Based upon such certification, the
Master Servicer, or if provided by the
applicable Other Servicing Agreement and
upon written direction of the Master
Servicer, the Trustee, shall promptly
terminate such Other Servicing Agreement.
The Trustee shall terminate the Wells
Fargo Bank Servicing Agreement in
accordance with the provisions of Article 19
thereof. The Master Servicer shall
indemnify the Trustee and hold it harmless
from and against any and all claims,
liabilities, costs and expenses (including,
without limitation, reasonable attorneys'
fees) arising out of, or assessed
against the Trustee in connection with
termination of a Servicing Agreement at
the direction of the Master Servicer except
to the extent that such claims,
liabilities, costs and expenses are
incurred as a result of the bad faith,
willful misfeasance or gross negligence of
the Trustee in the performance of its
obligations hereunder. To the extent that
the costs and expenses (including any
amounts paid by the Master Servicer
pursuant to the immediately preceding
sentence) of the Master Servicer related to
any termination of a Servicer,
appointment of a successor Servicer or the
transfer and assumption of servicing
by the Master Servicer with respect to any
Servicing Agreement (including,
