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 November 29, 2005
$1,307,473,857.01
Mortgage Pass-Through Certificates
Series 2005-14
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<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01
Definitions...................................................
Section 1.02 Acts of
Holders...............................................
Section 1.03 Effect of Headings and Table of
Contents......................
Section 1.04 Benefits of
Agreement.........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage
Loans..................................
Section 2.02 Acceptance by
Custodian.......................................
Section 2.03 Representations and Warranties of
the Master Servicer and
the Seller...................................................
Section 2.04 Execution and Delivery of
Certificates........................
Section 2.05 Designation of Certificates;
Designation of Startup Day
and Latest Possible Maturity Date............................
Section 2.06 Optional Substitution of Mortgage
Loans.......................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate
Account...........................................
Section 3.02 Permitted Withdrawals from the
Certificate Account............
Section 3.03 Advances by Master Servicer and
Trustee.......................
Section 3.04 Custodian to Cooperate; Release of
Owner Mortgage Loan
Files and Retained Mortgage Loan Files.......................
Section 3.05 Reports to the Trustee; Annual
Compliance Statements..........
Section 3.06 Title, Management and Disposition
of Any REO Mortgage
Loan.........................................................
Section 3.07 Amendments to Servicing
Agreements, Modification of
Standard Provisions..........................................
Section 3.08 Oversight of
Servicing........................................
Section 3.09 Termination and Substitution of
Servicing Agreements..........
Section 3.10 Application of Net Liquidation
Proceeds.......................
Section 3.11 Exchange Act
Reports..........................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01
Distributions.................................................
Section 4.02 Allocation of Realized
Losses.................................
Section 4.03 Paying
Agent..................................................
Section 4.04 Statements to Certificateholders;
Reports to the Trustee
and the Seller...............................................
Section 4.05 Reports to Mortgagors and the
Internal Revenue Service........
Section 4.06 Calculation of Amounts; Binding
Effect of Interpretations
and Actions of Master Servicer...............................
Section 4.07 Determination of
LIBOR........................................
Section 4.08 Reserve
Fund..................................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates..............................................
Section 5.02 Registration of
Certificates..................................
Section 5.03 Mutilated, Destroyed, Lost or
Stolen Certificates.............
Section 5.04 Persons Deemed
Owners.........................................
Section 5.05 Access to List of
Certificateholders' Names and Addresses.....
Section 5.06 Maintenance of Office or
Agency...............................
Section 5.07 Definitive
Certificates.......................................
Section 5.08 Notices to Clearing
Agency....................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the
Master Servicer...............
Section 6.02 Merger or Consolidation of the
Seller or the Master
Servicer.....................................................
Section 6.03 Limitation on Liability of the
Seller, the Master
Servicer and Others..........................................
Section 6.04 Resignation of the Master
Servicer............................
Section 6.05 Compensation to the Master
Servicer...........................
Section 6.06 Assignment or Delegation of Duties
by Master Servicer.........
Section 6.07 Indemnification of Trustee and
Seller by Master Servicer......
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default.............................................
Section 7.02 Other Remedies of
Trustee.....................................
Section 7.03 Directions by Certificateholders
and
Duties of
Trustee During Event of Default....................
Section 7.04 Action upon Certain Failures of
the Master Servicer and
upon Event of Default........................................
Section 7.05 Trustee to Act; Appointment of
Successor......................
Section 7.06 Notification to
Certificateholders............................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of
Trustee.............................................
Section 8.02 Certain Matters Affecting the
Trustee.........................
Section 8.03 Trustee Not Required to Make
Investigation....................
Section 8.04 Trustee Not Liable for
Certificates or Mortgage Loans.........
Section 8.05 Trustee May Own
Certificates..................................
Section 8.06 The Master Servicer to Pay Fees
and Expenses..................
Section 8.07 Eligibility
Requirements......................................
Section 8.08 Resignation and
Removal.......................................
Section 8.09
Successor.....................................................
Section 8.10 Merger or
Consolidation.......................................
Section 8.11 Authenticating
Agent..........................................
Section 8.12 Separate Trustees and
Co-Trustees.............................
Section 8.13 Tax Matters; Compliance with REMIC
Provisions.................
Section 8.14 Monthly
Advances..............................................
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the
Seller or Liquidation of
All Mortgage Loans...........................................
Section 9.02 Additional Termination
Requirements...........................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01
Amendment.....................................................
Section 10.02 Recordation of
Agreement......................................
Section 10.03 Limitation on Rights of
Certificateholders....................
Section 10.04 Governing Law;
Jurisdiction...................................
Section 10.05
Notices.......................................................
Section 10.06 Severability of
Provisions....................................
Section 10.07 Special Notices to Rating
Agencies............................
Section 10.08 Covenant of
Seller............................................
Section 10.09
Recharacterization............................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Cut-Off
Date..................................................
Section 11.02 Cut-Off Date Aggregate
Principal Balance......................
Section 11.03 Original Group I-A
Percentage.................................
Section 11.04 Original Group II-A
Percentage................................
Section 11.05 Original Principal Balances
of the Classes of Class A
Certificates.................................................
Section 11.06 Original Notional
Amount......................................
Section 11.07 Original Aggregate Non-PO
Principal Balance...................
Section 11.08 Original Subordinated
Percentage..............................
Section 11.09 Original Group I Subordinated
Principal Balance...............
Section 11.10 Original Group II
Subordinated Principal Balance..............
Section 11.11 Original Principal Balances
of the Classes of Class B
Certificates.................................................
Section 11.12 Original Class I-B-1 and
Class II-B-1 Fractional Interest.....
Section 11.13 Original Class I-B-2 and
Class II-B-2 Fractional Interest.....
Section 11.14 Original Class I-B-3 and
Class II-B-3 Fractional Interest.....
Section 11.15 Original Class I-B-4 and
Class II-B-4 Fractional Interest.....
Section 11.16 Original Class I-B-5 and
Class II-B-5 Fractional Interest.....
Section 11.17 Closing
Date..................................................
Section 11.18 Right to
Purchase.............................................
Section 11.19 Wire Transfer
Eligibility.....................................
Section 11.20 Single
Certificate............................................
Section 11.21 Servicing Fee
Rate............................................
Section 11.22 Master Servicing Fee
Rate.....................................
<PAGE>
EXHIBITS
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EXHIBIT A-I-A-1
-
Form of Face of Class I-A-1 Certificate
EXHIBIT A-I-A-2
-
Form of Face of Class I-A-2 Certificate
EXHIBIT A-I-A-3
-
Form of Face of Class I-A-3 Certificate
EXHIBIT A-I-A-4
-
Form of Face of Class I-A-4 Certificate
EXHIBIT A-I-A-5
-
Form of Face of Class I-A-5 Certificate
EXHIBIT A-I-A-6
-
Form of Face of Class I-A-6 Certificate
EXHIBIT A-I-A-7
-
Form of Face of Class I-A-7 Certificate
EXHIBIT A-I-A-8
-
Form of Face of Class I-A-8 Certificate
EXHIBIT A-I-A-9
-
Form of Face of Class I-A-9 Certificate
EXHIBIT A-I-A-10
-
Form of Face of Class I-A-10 Certificate
EXHIBIT A-I-A-11
-
Form of Face of Class I-A-11 Certificate
EXHIBIT A-I-A-R
-
Form of Face of Class I-A-R Certificate
EXHIBIT A-I-A-PO
-
Form of Face of Class I-A-PO Certificate
EXHIBIT A-II-A-1
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Form of Face of Class II-A-1 Certificate
EXHIBIT A-II-A-2
-
Form of Face of Class II-A-2 Certificate
EXHIBIT A-II-A-PO -
Form
of Face of Class II-A-PO Certificate
EXHIBIT I-B-1
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Form of Face of Class I-B-1 Certificate
EXHIBIT I-B-2
-
Form of Face of Class I-B-2 Certificate
EXHIBIT I-B-3
-
Form of Face of Class I-B-3 Certificate
EXHIBIT I-B-4
-
Form of Face of Class I-B-4 Certificate
EXHIBIT I-B-5
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Form of Face of Class I-B-5 Certificate
EXHIBIT I-B-6
-
Form of Face of Class I-B-6 Certificate
EXHIBIT II-B-1
-
Form of Face of Class II-B-1 Certificate
EXHIBIT II-B-2
-
Form of Face of Class II-B-2 Certificate
EXHIBIT II-B-3
-
Form of Face of Class II-B-3 Certificate
EXHIBIT II-B-4
-
Form of Face of Class II-B-4 Certificate
EXHIBIT II-B-5
-
Form of Face of Class II-B-5 Certificate
EXHIBIT II-B-6
-
Form of Face of Class II-B-6 Certificate
EXHIBIT C
-
Form of Reverse of Series 2005-14 Certificates
EXHIBIT D
-
Reserved
EXHIBIT E
-
Custodial Agreement
EXHIBIT F-1A
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Schedule of Type 1 Mortgage Loans in Loan Group I
EXHIBIT F-1B
-
Schedule of Type 1 Mortgage Loans in Loan GroupII
EXHIBIT F-2A
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Schedule of Other Servicer Mortgage Loans in
Loan Group I
EXHIBIT F-2B
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Schedule of Other Servicer Mortgage Loans in
Loan Group II
EXHIBIT G
-
Request for Release
EXHIBIT H
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Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and
for Non-ERISA Investors
EXHIBIT I
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Letter from Transferor of Class I-A-R
Certificates
EXHIBIT J
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Transferee's Letter (Class [I-B-4] [I-B-5]
[I-B-6] [II-B-4] [II-B-5] [II-B-6] Certificates)
EXHIBIT K
-
List of Recordation States
EXHIBIT L
-
Servicing Agreements
EXHIBIT M
-
Form of Special Servicing Agreement
EXHIBIT N
-
Form of Initial Certification of the Custodian
EXHIBIT O
-
Form of Final Certification of the Custodian
EXHIBIT P
-
Form of Sarbanes Oxley Certification
EXHIBIT Q
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Yield Maintenance Agreement
<PAGE>
This Pooling and Servicing Agreement, dated as of November 29,
2005
executed by WELLS FARGO ASSET SECURITIES
CORPORATION, as Seller, WELLS FARGO
BANK, N.A., as Master Servicer and WACHOVIA
BANK, NATIONAL ASSOCIATION, as
Trustee.
W I T N E S S E T H T
H A T:
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In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer and the Trustee
agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used herein, the following words and phrases, unless
the
context otherwise requires, shall have the
meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary
and usual master servicing practices of
prudent master servicing institutions which
service mortgage loans of the same
type as the Mortgage Loans in the
jurisdictions in which the related Mortgaged
Properties are located, regardless of the
date upon which the related Mortgage
Loans were originated.
Accretion Termination Date: The earlier to occur of (i) the
Distribution Date following the
Distribution Date on which the Principal
Balances of the Class I-A-6 and Class I-A-7
Certificates have been reduced to
zero or (ii) the Subordination Depletion
Date for Group I.
Accrual Certificates: The Class I-A-5 Certificates.
Accrual Distribution Amount: As to any Distribution Date prior
to
the Accretion Termination Date and the
Accrual Certificates, an amount equal to
the sum of (i) the Group I-A Interest
Percentage of the Accrual Certificates of
the Current Group I-A Interest Distribution
Amount and (ii) the Group I-A
Interest Shortfall Percentage of the
Accrual Certificates of the amount
distributed in respect of the Classes of
Group I-A Certificates pursuant to
Paragraph second clause (A) of Section
4.01(a)(i) on such Distribution Date. As
to any Distribution Date and the Accrual
Certificates on or after the Accretion
Termination Date, zero.
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates of a Group,
the greater of (A) zero and (B) (i)
the Principal Balance of such Class with
respect to such Distribution Date minus
(ii) the applicable Adjustment Amount for
such Distribution Date less the
Principal Balances for any Classes of Class
B Certificates of such Group with
higher numerical designations.
Adjustment Amount: For a Group for any Distribution Date, the
difference between (A) the sum of the Group
I-A Non-PO Principal Balance or the
Group II-A Non-PO Principal Balance, as
applicable, and the Group I-B Principal
Balance or the Group II-B Principal
Balance, as applicable, as of the related
Determination Date and (B) the sum of (i)
the sum of the Group I-A Non-PO
Principal Balance or the Group II-A Non-PO
Principal Balance, as applicable, and
the Group I-B Principal Balance or the
Group II-B Principal Balance, as
applicable, as of the Determination Date
succeeding such Distribution Date and
(ii) the aggregate amount that would have
been distributed to all Classes (other
than the Class A-PO Certificates) of such
Group as principal in accordance with
Section 4.01(a)(i) for such Distribution
Date without regard to the provisos in
the definitions of (x) Class I-B-1 Optimal
Principal Amount, Class I-B-2 Optimal
Principal Amount, Class I-B-3 Optimal
Principal Amount, Class I-B-4 Optimal
Principal Amount, Class I-B-5 Optimal
Principal Amount and Class I-B-6 Optimal
Principal Amount or (y) Class II-B-1
Optimal Principal Amount, Class II-B-2
Optimal Principal Amount, Class II-B-3
Optimal Principal Amount, Class II-B-4
Optimal Principal Amount, Class II-B-5
Optimal Principal Amount and Class II-B-6
Optimal Principal Amount, as
applicable.
Aggregate Group I-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the
sum of the Class A Unpaid Interest
Shortfalls for the Group I-A
Certificates.
Aggregate Group II-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the
sum of the Class A Unpaid Interest
Shortfalls for the Group II-A
Certificates.
Agreement: This Pooling and Servicing Agreement and all
amendments
and supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to
the
Mortgage Loans serviced by each Servicer
and each of the Full Unscheduled
Principal Receipts and Partial Unscheduled
Principal Receipts, the Unscheduled
Principal Receipt Period specified on
Schedule I hereto.
Authenticating Agent: Any authenticating agent appointed by the
Trustee pursuant to Section 8.11. There
shall initially be no Authenticating
Agent for the Certificates.
Available Master Servicer Compensation: For each Loan Group as
to
any Distribution Date, the sum of (a) the
Master Servicing Fee with respect to
the Mortgage Loans in such Loan Group for
such Distribution Date, (b) interest
earned through the business day preceding
the applicable Distribution Date on
any Prepayments in Full on the Mortgage
Loans in such Loan Group remitted to the
Master Servicer and (c) the aggregate
amount of Month End Interest with respect
to the Mortgage Loans in such Loan Group
remitted by the Servicers to the Master
Servicer pursuant to the related Servicing
Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction;
provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss
hereunder so long as the applicable
Servicer has notified the Master Servicer
and the Trustee in writing that such
Servicer is diligently pursuing any
remedies that may exist in connection with
the representations and warranties made
regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not
in default with regard to payments
due thereunder or (B) delinquent payments
of principal and interest under the
related Mortgage Loan and any premiums on
any applicable primary hazard
insurance policy and any related escrow
payments in respect of such Mortgage
Loan are being advanced on a current basis
by such Servicer without giving
effect to any Debt Service Reduction.
Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such
Book-Entry Certificate, as reflected
on the books of the Clearing Agency, or on
the books of a Person maintaining an
account with such Clearing Agency (directly
or as an indirect participant, in
accordance with the rules of such Clearing
Agency), as the case may be.
Book-Entry Certificate: Any one of the Class I-A-1
Certificates,
Class I-A-2 Certificates, Class I-A-3
Certificates, Class I-A-4 Certificates,
Class I-A-5 Certificates, Class I-A-6
Certificates, Class I-A-7 Certificates,
Class I-A-8 Certificates, Class I-A-9
Certificates, Class I-A-10 Certificates,
Class I-A-11 Certificates, Class I-A-PO
Certificates, Class II-A-1 Certificates,
Class II-A-2 Certificates, Class II-A-PO
Certificates, Class I-B-1 Certificates,
Class I-B-2 Certificates, Class I-B-3
Certificates, Class II-B-1 Certificates,
Class II-B-2 Certificates and Class II-B-3
Certificates, beneficial ownership
and transfers of which shall be evidenced
by, and made through, book entries by
the Clearing Agency as described in Section
5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or
(ii)
a legal holiday in the City of New York,
State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or
(iii) a day on which banking
institutions in the City of New York, or
the State of Iowa, State of Maryland,
State of Minnesota or State of North
Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The separate trust account established and
maintained by the Master Servicer in the
name of the Master Servicer on behalf
of the Trustee pursuant to Section 3.01.
The Certificate Account shall be an
Eligible Account.
Certificate Custodian: Initially, Wachovia Bank, National
Association; thereafter any other
Certificate Custodian acceptable to The
Depository Trust Company and selected by
the Trustee.
Certificate Register and Certificate Registrar: Respectively,
the
register maintained pursuant to and the
registrar provided for in Section 5.02.
The initial Certificate Registrar is the
Trustee.
Certificateholder or Holder: The Person in whose name a
Certificate
is registered in the Certificate Register,
except that, solely for the purposes
of the taking of any action under Articles
VII or VIII, any Certificate
registered in the name of the Master
Servicer, a Servicer or any affiliate
thereof shall be deemed not to be
outstanding and the Voting Interest evidenced
thereby shall not be taken into account in
determining whether the requisite
percentage of Certificates necessary to
effect any such action has been
obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest
evidenced thereby.
Class I-A-1 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
A-I-A-1 and Exhibit C hereto.
Class I-A-1 Certificateholder: The registered holder of a Class
I-A-1 Certificate.
Class I-A-1 Loss Amount: With respect to any Determination Date
after the applicable Subordination
Depletion Date, the amount, if any, by which
the Principal Balance of the Class I-A-1
Certificates would be reduced as a
result of the application of the third
sentence of the definition of Principal
Balance.
Class I-A-2 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
A-I-A-2 and Exhibit C hereto.
Class I-A-2 Certificateholder: The registered holder of a Class
I-A-2 Certificate.
Class I-A-2 Loss Allocation Amount: With respect to any
Determination Date after the applicable
Subordination Depletion Date the lesser
of (a) the Principal Balance of the Class
I-A-2 Certificates with respect to
such Determination Date prior to any
reduction for the Class I-A-2 Loss
Allocation Amount and (b) the sum of the
Class I-A-1 Loss Amount and the Class
I-A-5 Loss Amount.
Class I-A-3 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
A-I-A-3 and Exhibit C hereto.
Class I-A-3 Certificateholder: The registered holder of a Class
I-A-3 Certificate.
Class I-A-3 Loss Amount: With respect to any Determination Date
after the applicable Subordination
Depletion Date, the amount, if any, by which
the Principal Balance of the Class I-A-3
Certificates would be reduced as a
result of the application of the third
sentence of the definition of Principal
Balance.
Class I-A-3 Pass-Through Rate: With respect to the Distribution
Date
occurring in December 2005, 4.590% per
annum. With respect to each succeeding
Distribution Date, a per annum rate,
determined by the Trustee on the applicable
Rate Determination Date, equal to LIBOR
plus 0.500%, subject to a minimum rate
of 0.500% and a maximum rate of 5.500%.
Class I-A-4 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
A-I-A-4 and Exhibit C hereto.
Class I-A-4 Certificateholder: The registered holder of a Class
I-A-4 Certificate.
Class I-A-4 Notional Amount: As to any Distribution Date, an
amount
equal to the Principal Balance of the Class
I-A-3 Certificates.
Class I-A-4 Pass-Through Rate: With respect to the Distribution
Date
occurring in December 2005, 0.910% per
annum. With respect to each succeeding
Distribution Date, a per annum rate,
determined by the Trustee on the applicable
Rate Determination Date, equal to 5.000%
minus LIBOR, subject to a minimum rate
of 0.000% and a maximum rate of 5.000%.
Class I-A-5 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
A-I-A-5 and Exhibit C hereto.
Class I-A-5 Certificateholder: The registered holder of a Class
I-A-5 Certificate.
Class I-A-5 Loss Amount: With respect to any Determination Date
after the applicable Subordination
Depletion Date, the amount, if any, by which
the Principal Balance of the Class I-A-5
Certificates would be reduced as a
result of the application of the third
sentence of the definition of Principal
Balance.
Class I-A-6 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
A-I-A-6 and Exhibit C hereto.
Class I-A-6 Certificateholder: The registered holder of a Class
I-A-6 Certificate.
Class I-A-6 Loss Amount: With respect to any Determination Date
after the applicable Subordination
Depletion Date, the amount, if any, by which
the Principal Balance of the Class I-A-6
Certificates would be reduced as a
result of the application of the third
sentence of the definition of Principal
Balance.
Class I-A-7 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
A-I-A-7 and Exhibit C hereto.
Class I-A-7 Certificateholder: The registered holder of a Class
I-A-7 Certificate.
Class I-A-7 Loss Allocation Amount: With respect to any
Determination Date after the applicable
Subordination Depletion Date the lesser
of (a) the Principal Balance of the Class
I-A-7 Certificates with respect to
such Determination Date prior to any
reduction for the Class I-A-7 Loss
Allocation Amount and (b) the Class I-A-6
Loss Amount.
Class I-A-8 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
A-I-A-8 and Exhibit C hereto.
Class I-A-8 Certificateholder: The registered holder of a Class
I-A-8 Certificate.
Class I-A-8 Loss Allocation Amount: With respect to any
Determination Date after the applicable
Subordination Depletion Date the lesser
of (a) the Principal Balance of the Class
I-A-8 Certificates with respect to
such Determination Date prior to any
reduction for the Class I-A-8 Loss
Allocation Amount and (b) the Class I-A-3
Loss Amount.
Class I-A-9 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
A-I-A-9 and Exhibit C hereto.
Class I-A-9 Certificateholder: The registered holder of a Class
I-A-9 Certificate.
Class I-A-10 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
A-I-A-10 and Exhibit C hereto.
Class I-A-10 Certificateholder: The registered holder of a
Class
I-A-10 Certificate.
Class I-A-11 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
A-I-A-11 and Exhibit C hereto.
Class I-A-11 Certificateholder: The registered holder of a
Class
I-A-11 Certificate.
Class I-A-LR Interest: The residual interest in the Lower-Tier
REMIC, beneficial ownership of which is
represented by the Class I-A-R
Certificate.
Class I-A-PO Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
A-I-A-PO and Exhibit C hereto.
Class I-A-PO Certificateholder: The registered holder of a
Class
I-A-PO Certificate.
Class I-A-PO Deferred Amount: For any Distribution Date prior to
the
applicable Subordination Depletion Date,
the difference between (A) the sum of
(x) the amount by which the sum of the
Class I-A-PO Optimal Principal Amounts
for the Class I-A-PO Certificates for all
prior Distribution Dates exceeded the
amounts distributed on the Class I-A-PO
Certificates on such prior Distribution
Dates pursuant to Paragraph third clause
(A) of Section 4.01(a)(i) and (y) the
sum of the product for each Group I
Discount Mortgage Loan which became a
Liquidated Loan at any time on or prior to
the last day of the Applicable
Unscheduled Principal Receipt Period for
Full Unscheduled Principal Receipts for
the current Distribution Date of (a) the PO
Fraction for such Group I Discount
Mortgage Loan and (b) an amount equal to
the principal portion of Realized
Losses (other than Bankruptcy Losses due to
Debt Service Reductions) incurred
with respect to such Mortgage Loan and (B)
the sum of (x) the sum of the Class
I-A-PO Recoveries for such Distribution
Date and prior Distribution Dates and
(y) amounts distributed on the Class I-A-PO
Certificates on prior Distribution
Dates pursuant to Paragraph fourth clause
(A) of Section 4.01(a)(i). On and
after the applicable Subordination
Depletion Date, the Class I-A-PO Deferred
Amount will be zero. No interest will
accrue on any Class I-A-PO Deferred
Amount.
Class I-A-PO Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum,
as to each Group I Mortgage Loan that
is an Outstanding Mortgage Loan, of the
product of (x) the PO Fraction with
respect to such Group I Mortgage Loan and
(y) the sum of:
(i) the principal portion of the Monthly Payment due on the Due
Date
occurring
in the month of such Distribution Date on such Group I Mortgage
Loan;
(ii) all Unscheduled Principal Receipts (other than Recoveries)
that
were
received by a Servicer with respect to such Group I Mortgage
Loan
during the
Applicable Unscheduled Principal Receipt Period relating to
such
Distribution Date for each applicable type of Unscheduled
Principal
Receipt;
(iii) the Scheduled Principal Balance of each Group I Mortgage
Loan
which,
during the one month period ending on the day preceding the
Determination Date for such Distribution Date, was repurchased by
the
Seller
pursuant to Section 2.02, 2.03 or 3.08; and
(iv) the excess of the unpaid principal balance of any Group I
Mortgage
Loan for which a Group I Mortgage Loan was substituted during
the
one month
period ending on the day preceding the Determination Date for
such
Distribution Date occurs over the unpaid principal balance of
the
substituted Group I Mortgage Loan, less the amount allocable to
the
principal
portion of any unreimbursed Periodic Advances previously made
by
the
applicable Servicer, the Master Servicer or the Trustee in respect
of
such Group
I Mortgage Loan for which a Group I Mortgage Loan was
substituted; and
(II) the Class I-A-PO Recovery for such
Distribution Date.
Class I-A-PO Recovery: As to any Distribution Date prior to the
applicable Subordination Depletion Date,
the lesser of (a) the Class I-A-PO
Deferred Amount for such Distribution Date
(calculated without regard to the
Class I-A-PO Recovery for such Distribution
Date) and (b) an amount equal to the
sum as to each Group I Mortgage Loan as to
which there has been a Recovery
during the Applicable Unscheduled Principal
Receipt Period, of the product of
(x) the PO Fraction with respect to such
Group I Mortgage Loan and (y) the
amount of the Recovery with respect to such
Group I Mortgage Loan. As to any
Distribution Date on or after the
applicable Subordination Depletion Date, the
amount determined in accordance with clause
(b) above.
Class I-A-R Certificate: The Certificate executed by the Trustee
and
authenticated by the Trustee or the
Authenticating Agent in substantially the
form set forth in Exhibit A-I-A-R and
Exhibit C hereto.
Class I-A-R Certificateholder: The registered holder of the
Class
I-A-R Certificate.
Class I-A-R Interest: The residual interest in the Upper-Tier
REMIC,
beneficial ownership of which is evidenced
by the Class I-A-R Certificate.
Class II-A-1 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
A-II-A-1 and Exhibit C hereto.
Class II-A-1 Certificateholder: The registered holder of a
Class
II-A-1 Certificate.
Class II-A-1 Loss Amount: With respect to any Determination
Date
after the applicable Subordination
Depletion Date, the amount, if any, by which
the Principal Balance of the Class II-A-1
Certificates would be reduced as a
result of the application of the third
sentence of the definition of Principal
Balance.
Class II-A-2 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
A-II-A-2 and Exhibit C hereto.
Class II-A-2 Certificateholder: The registered holder of a
Class
II-A-2 Certificate.
Class II-A-2 Loss Allocation Amount: With respect to any
Determination Date after the applicable
Subordination Depletion Date the lesser
of (a) the Principal Balance of the Class
II-A-2 Certificates with respect to
such Determination Date prior to any
reduction for the Class II-A-2 Loss
Allocation Amount and (b) the Class II-A-1
Loss Amount.
Class II-A-PO Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
A-II-A-PO and Exhibit C hereto.
Class II-A-PO Certificateholder: The registered holder of a
Class
II-A-PO Certificate.
Class II-A-PO Deferred Amount: For any Distribution Date prior
to
the applicable Subordination Depletion
Date, the difference between (A) the sum
of (x) the amount by which the sum of the
Class II-A-PO Optimal Principal
Amounts for the Class II-A-PO Certificate
for all prior Distribution Dates
exceeded the amounts distributed on the
Class II-A-PO Certificates on such prior
Distribution Dates pursuant to Paragraph
third clause (B) of Section 4.01 (a)(i)
and (y) the sum of the product for each
Group II Discount Mortgage Loan which
became a Liquidated Loan at any time on or
prior to the last day of the
Applicable Unscheduled Principal Receipt
Period for Full Unscheduled Principal
Receipts for the current Distribution Date
of (a) the PO Fraction for such Group
II Discount Mortgage Loan and (b) an amount
equal to the principal portion of
Realized Losses (other than Bankruptcy
Losses due to Debt Service Reductions)
incurred with respect to such Mortgage Loan
and (B) the sum of (x) the sum of
the Class II-A-PO Recoveries for such
Distribution Date and prior Distribution
Dates and (y) amounts distributed on the
Class II-A-PO Certificates on prior
Distribution Dates pursuant to Paragraph
fourth clause (B) of Section
4.0l(a)(i). On and after the applicable
Subordination Depletion Date, the Class
II-A-PO Deferred Amount will be zero. No
interest will accrue on any Class
II-A-PO Deferred Amount.
Class II-A-PO Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum
of, as to each Group II Mortgage Loan
that is an Outstanding Mortgage Loan, of
the product of (x) the PO Fraction with
respect to such Group II Mortgage Loan and
(y) the sum of:
(i) the principal portion of the Monthly Payment due on the Due
Date
occurring
in the month of such Distribution Date on such Group II
Mortgage
Loan;
(ii) all Unscheduled Principal Receipts (other than Recoveries)
that
were
received by a Servicer with respect to such Group II Mortgage
Loan
during the
Applicable Unscheduled Principal Receipt Period relating to
such
Distribution Date for each applicable type of Unscheduled
Principal
Receipt;
(iii) the Scheduled Principal Balance of each Group II Mortgage
Loan
which,
during the one month period ending on the day preceding the
Determination Date for such Distribution Date, was repurchased by
the
Seller
pursuant to Section 2.02, 2.03 or 3.08; and
(iv) the excess of the unpaid principal balance of any Group II
Mortgage
Loan for which a Group II Mortgage Loan was substituted during
the one
month period ending on the day preceding the Determination Date
for such
Distribution Date occurs over the unpaid principal balance of
the
substituted Group II Mortgage Loan, less the amount allocable to
the
principal
portion of any unreimbursed Periodic Advances previously made
by
the
applicable Servicer, the Master Servicer or the Trustee in respect
of
such Group
II Mortgage Loan for which a Group II Mortgage Loan was
substituted; and
(II) the
Class II-A-PO Recovery for such Distribution Date.
Class II-A-PO Recovery: As to any Distribution Date prior to
the
applicable Subordination Depletion Date,
the lesser of (a) the Class II-A-PO
Deferred Amount for such Distribution Date
(calculated without regard to the
Class II-A-PO Recovery for such
Distribution Date) and (b) an amount equal to
the sum as to each Group II Mortgage Loan
as to which there has been a Recovery
during the Applicable Unscheduled Principal
Receipt Period, of the product of
(x) the PO Fraction with respect to such
Group II Mortgage Loan and (y) the
amount of the Recovery with respect to such
Group II Mortgage Loan. As to any
Distribution Date on or after the
applicable Subordination Depletion Date, the
amount determined in accordance with clause
(b) above.
Class A Certificate: Any of the Group I-A Certificates or Group
II-A
Certificates.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Pass-Through Rate: As to the Class I-A-1, Class I-A-2,
Class
I-A-5, Class I-A-6, Class I-A-7, Class
I-A-8, Class I-A-9, Class I-A-10, Class
I-A-11, Class I-A-R, Class II-A-1 and Class
II-A-2 Certificates, 5.500% per
annum. As to the Class I-A-3 and Class
I-A-4 Certificates, the Class I-A-3
Pass-Through Rate and Class I-A-4
Pass-Through Rate, respectively The Class
I-A-PO and Class II-A-PO Certificates are
not entitled to interest and do not
have Class A Pass-Through Rates.
Class A-PO Certificates: Either of the Class I-A-PO Certificates
or
Class II-A-PO Certificates.
Class A-PO Deferred Amount: Either of the Class I-A-PO Deferred
Amount or Class II-A-PO Deferred
Amount.
Class A Unpaid Interest Shortfall: For a Group, as to any
Distribution Date and any Class of Class A
Certificates of such Group, the
amount, if any, by which the aggregate of
the Group I-A Interest Shortfall
Amounts or Group II-A Interest Shortfall
Amounts, as applicable, for such Class
(or in the case of the Accrual Certificates
prior to the Accretion Termination
Date, the amount included in the Accrual
Distribution Amount pursuant to clause
(ii) of the definition thereof) for prior
Distribution Dates is in excess of the
amounts distributed in respect of such
Class on prior Distribution Dates
pursuant to Paragraph second clause (A) or
(B), as applicable, of Section
4.01(a)(i).
Class I-B-1 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
I-B-1 and Exhibit C hereto.
Class I-B-1 Certificateholder: The registered holder of a Class
I-B-1 Certificate.
Class I-B-1 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class I-B-1 Certificates pursuant to
Paragraphs fifth clause (A), sixth clause
(A) and seventh clause (A) of Section
4.01(a)(i).
Class I-B-1 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class I-B-1 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class I-B-1 Certificates on such
Distribution Date pursuant to Paragraph
fifth clause (A) of Section 4.01(a)(i).
Class I-B-1 Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum,
as to each Group I Mortgage Loan that
is an Outstanding Mortgage Loan, of the
product of (x) the Non-PO Fraction with
respect to such Group I Mortgage Loan and
(y) the sum of:
(i) the Group I Class I-B-1 Percentage of the principal portion
of
the
Monthly Payment due on the Due Date occurring in the month of
such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class I-B-1 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) of all Unscheduled Principal Receipts
(other
than Recoveries) that were received by a Servicer with respect
to
such Group I
Mortgage Loan during the Applicable Unscheduled Principal
Receipt
Period relating to such Distribution Date for each applicable
type
of
Unscheduled Principal Receipt;
(iii) the Group I Class I-B-1 Prepayment Percentage of the
Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group I Class I-B-1 Percentage of the excess of the
unpaid
principal
balance of any Group I Mortgage Loan for which a Group I
Mortgage
Loan was substituted during the one month period ending on the
day
preceding the Determination Date for such Distribution Date over
the
unpaid
principal balance of the substituted Group I Mortgage Loan,
less
the amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Group I Mortgage Loan for which a
Group
I Mortgage
Loan was substituted; and
(II) the
Group I Class I-B-1 Prepayment Percentage of the Non-PO
Recovery
for such
Loan Group for such Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class I-B-1 Optimal Principal Amount
will equal the lesser of (A) the Class
I-B-1 Optimal Principal Amount calculated
as described in the preceding provisions
and (B) the Adjusted Principal Balance
for the Class I-B-1 Certificates.
Class I-B-1 Principal Balance: As to the first Determination
Date,
the Original Class I-B-1 Principal Balance.
As of any subsequent Determination
Date, the Original Class I-B-1 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class I-B-1 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph seventh clause (A) of Section
4.01(a)(i) (including any principal
otherwise payable to the Class I-B-1
Certificates used to pay any Class I-A-PO
Deferred Amounts) and (B) as a result
of a Principal Adjustment; provided,
however, if the Class I-B-1 Certificates
are the most subordinate Group I-B
Certificates outstanding, the Class I-B-1
Principal Balance will equal the
difference, if any, between the Group I
Adjusted Pool Amount (Non-PO Portion) as of
the preceding Distribution Date less
the Group I-A Non-PO Principal Balance as
of such Determination Date.
Class I-B-1 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class I-B-1 Certificates
pursuant to Paragraph seventh clause (A) of
Section 4.01(a)(i).
Class I-B-1 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class I-B-1 Interest Shortfall
Amounts for prior Distribution Dates is in
excess of the amounts distributed in
respect of the Class I-B-1 Certificates on
prior Distribution Dates pursuant to
Paragraph sixth clause (A) of Section
4.01(a)(i).
Class I-B-2 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
I-B-2 and Exhibit C hereto.
Class I-B-2 Certificateholder: The registered holder of a Class
I-B-2 Certificate.
Class I-B-2 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class I-B-2 Certificates pursuant to
Paragraphs eighth clause (A), ninth clause
(A) and tenth clause (A) of Section
4.01(a)( i).
Class I-B-2 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class I-B-2 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class I-B-2 Certificates on such
Distribution Date pursuant to Paragraph
eighth clause (A) of Section
4.01(a)(i).
Class I-B-2 Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum,
as to each Group I Mortgage Loan that
is an Outstanding Mortgage Loan, of the
product of (x) the Non-PO Fraction with
respect to such Group I Mortgage Loan and
(y) the sum of:
(i) the Group I Class I-B-2 Percentage of the principal portion
of
the
Monthly Payment due on the Due Date occurring in the month of
such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class I-B-2 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) of all Unscheduled Principal Receipts
(other
than Recoveries) that were received by a Servicer with respect
to
such Group
I Mortgage Loan during the Applicable Unscheduled Principal
Receipt
Period relating to such Distribution Date for each applicable
type
of
Unscheduled Principal Receipt;
(iii) the Group I Class I-B-2 Prepayment Percentage of the
Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group I Class I-B-2 Percentage of the excess of the
unpaid
principal
balance of any Group I Mortgage Loan for which a Group I
Mortgage
Loan was substituted during the one month period ending on the
day
preceding the Determination Date for such Distribution Date over
the
unpaid
principal balance of the substituted Group I Mortgage Loan,
less
the amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Group I Mortgage Loan for which a
Group
I Mortgage
Loan was substituted; and
(II) the
Group I Class I-B-2 Prepayment Percentage of the Non-PO
Recovery
for such
Loan Group for such Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class I-B-2 Optimal Principal Amount
will equal the lesser of (A) the Class
I-B-2 Optimal Principal Amount calculated
as described in the preceding provisions
and (B) the Adjusted Principal Balance
for the Class I-B-2 Certificates.
Class I-B-2 Principal Balance: As to the first Determination
Date,
the Original Class I-B-2 Principal Balance.
As of any subsequent Determination
Date, the Original Class I-B-2 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class I-B-2 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph tenth clause (A) of Section
4.01(a)(i) (including any principal
otherwise payable to the Class I-B-2
Certificates used to pay any Class I-A-PO
Deferred Amounts) and (B) as a result
of a Principal Adjustment; provided,
however, if the Class I-B-2 Certificates
are the most subordinate Group I-B
Certificates outstanding, the Class I-B-2
Principal Balance will equal the
difference, if any, between the Group I
Adjusted Pool Amount (Non-PO Portion) as of
the preceding Distribution Date less
the sum of the Group I-A (Non-PO Portion)
Principal Balance and the Class I-B-1
Principal Balance as of such Determination
Date.
Class I-B-2 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class I-B-2 Certificates
pursuant to Paragraph tenth clause (A) of
Section 4.01(a)(i).
Class I-B-2 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class I-B-2 Interest Shortfall
Amounts for prior Distribution Dates is in
excess of the amounts distributed in
respect of the Class I-B-2 Certificates on
prior Distribution Dates pursuant to
Paragraph ninth clause (A) of Section
4.01(a)(i).
Class I-B-3 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
I-B-3 and Exhibit C hereto.
Class I-B-3 Certificateholder: The registered holder of a Class
I-B-3 Certificate.
Class I-B-3 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class I-B-3 Certificates pursuant to
Paragraphs eleventh clause (A), twelfth
clause (A) and thirteenth clause (A) of
Section 4.01(a)(i).
Class I-B-3 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class I-B-3 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class I-B-3 Certificates on such
Distribution Date pursuant to Paragraph
eleventh clause (A) of Section
4.01(a)(i).
Class I-B-3 Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum,
as to each Group I Mortgage Loan that
is an Outstanding Mortgage Loan, of the
product of (x) the Non-PO Fraction with
respect to such Group I Mortgage Loan and
(y) the sum of:
(i) the Group I Class I-B-3 Percentage of the principal portion
of
the
Monthly Payment due on the Due Date occurring in the month of
such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class I-B-3 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) of all Unscheduled Principal Receipts
(other
than Recoveries) that were received by a Servicer with respect
to
such Group
I Mortgage Loan during the Applicable Unscheduled Principal
Receipt
Period relating to such Distribution Date for each applicable
type
of Unscheduled
Principal Receipt;
(iii) the Group I Class I-B-3 Prepayment Percentage of the
Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group I Class I-B-3 Percentage of the excess of the
unpaid
principal
balance of any Group I Mortgage Loan for which a Group I
Mortgage
Loan was substituted during the one month period ending on the
day
preceding the Determination Date for such Distribution Date over
the
unpaid
principal balance of the substituted Group I Mortgage Loan,
less
the amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Group I Mortgage Loan for which a
Group
I Mortgage
Loan was substituted; and
(II) the
Group I Class I-B-3 Prepayment Percentage of the Non-PO
Recovery
for such
Loan Group for such Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class I-B-3 Optimal Principal Amount
will equal the lesser of (A) the Class
I-B-3 Optimal Principal Amount calculated
as described in the preceding provisions
and (B) the Adjusted Principal Balance
for the Class I-B-3 Certificates.
Class I-B-3 Principal Balance: As to the first Determination
Date,
the Original Class I-B-3 Principal Balance.
As of any subsequent Determination
Date, the Original Class I-B-3 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class I-B-3 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph thirteenth clause (A) of Section
4.01(a)(i) (including any principal
otherwise payable to the Class I-B-3
Certificates used to pay any Class I-A-PO
Deferred Amounts) and (B) as a result
of a Principal Adjustment; provided,
however, if the Class I-B-3 Certificates
are the most subordinate Group I-B
Certificates outstanding, the Class I-B-3
Principal Balance will equal the
difference, if any, between the Group I
Adjusted Pool Amount (Non-PO Portion) as of
the preceding Distribution Date less
the sum of the Group I-A Non-PO Principal
Balance, the Class I-B-1 Principal
Balance and the Class I-B-2 Principal
Balance as of such Determination Date.
Class I-B-3 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class I-B-3 Certificates
pursuant to Paragraph thirteenth clause (A)
of Section 4.01(a)(i).
Class I-B-3 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class I-B-3 Interest Shortfall
Amounts for prior Distribution Dates is in
excess of the amounts distributed in
respect of the Class I-B-3 Certificates on
prior Distribution Dates pursuant to
Paragraph twelfth clause (A) of Section
4.01(a)(i).
Class I-B-4 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
I-B-4 and Exhibit C hereto.
Class I-B-4 Certificateholder: The registered holder of a Class
I-B-4 Certificate.
Class I-B-4 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class I-B-4 Certificates pursuant to
Paragraphs fourteenth clause (A), fifteenth
clause (A) and sixteenth clause (A)
of Section 4.01(a)(i).
Class I-B-4 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class I-B-4 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class I-B-4 Certificates on such
Distribution Date pursuant to Paragraph
fourteenth clause (A) of Section
4.01(a)(i).
Class
I-B-4 Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum,
as to each Group I Mortgage Loan that
is an Outstanding Mortgage Loan, of the
product of (x) the Non-PO Fraction with
respect to such Group I Mortgage Loan and
(y) the sum of:
(i) the Group I Class I-B-4 Percentage of the principal portion
of
the
Monthly Payment due on the Due Date occurring in the month of
such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class I-B-4 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) of all Unscheduled Principal Receipts
(other
than Recoveries) that were received by a Servicer with respect
to
such Group
I Mortgage Loan during the Applicable Unscheduled Principal
Receipt
Period relating to such Distribution Date for each applicable
type
of
Unscheduled Principal Receipt;
(iii) the Group I Class I-B-4 Prepayment Percentage of the
Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group I Class I-B-4 Percentage of the excess of the
unpaid
principal
balance of any Group I Mortgage Loan for which a Group I
Mortgage
Loan was substituted during the one month period ending on the
day
preceding the Determination Date for such Distribution Date over
the
unpaid
principal balance of the substituted Group I Mortgage Loan,
less
the amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Group I Mortgage Loan for which a
Group
I Mortgage
Loan was substituted; and
(II) the
Group I Class I-B-4 Prepayment Percentage of the Non-PO
Recovery
for such
Loan Group for such Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class I-B-4 Optimal Principal Amount
will equal the lesser of (A) the Class
I-B-4 Optimal Principal Amount calculated
as described in the preceding provisions
and (B) the Adjusted Principal Balance
for the Class I-B-4 Certificates.
Class I-B-4 Principal Balance: As to the first Determination
Date,
the Original Class I-B-4 Principal Balance.
As of any subsequent Determination
Date, the Original Class I-B-4 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class I-B-4 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph sixteenth clause (A) of Section
4.01(a)(i) (including any principal
otherwise payable to the Class I-B-4
Certificates used to pay any Class I-A-PO
Deferred Amounts) and (B) as a result
of a Principal Adjustment; provided,
however, if the Class I-B-4 Certificates
are the most subordinate Group I-B
Certificates outstanding, the Class I-B-4
Principal Balance will equal the
difference, if any, between the Group I
Adjusted Pool Amount (Non-PO Portion) as of
the preceding Distribution Date less
the sum of the Group I-A Non-PO Principal
Balance, the Class I-B-1 Principal
Balance, the Class I-B-2 Principal Balance
and the Class I-B-3 Principal Balance
as of such Determination Date.
Class I-B-4 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class I-B-4 Certificates
pursuant to Paragraph sixteenth clause (A)
of Section 4.01(a)(i).
Class I-B-4 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class I-B-4 Interest Shortfall
Amounts for prior Distribution Dates is in
excess of the amounts distributed in
respect of the Class I-B-4 Certificates on
prior Distribution Dates pursuant to
Paragraph fifteenth clause (A) of Section
4.01(a)(i).
Class I-B-5 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
I-B-5 and Exhibit C hereto.
Class I-B-5 Certificateholder: The registered holder of a Class
I-B-5 Certificate.
Class I-B-5 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class I-B-5 Certificates pursuant to
Paragraphs seventeenth clause (A),
eighteenth clause (A) and nineteenth clause
(A) of Section 4.01(a)(i).
Class I-B-5 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class I-B-5 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class I-B-5 Certificates on such
Distribution Date pursuant to Paragraph
seventeenth clause (A) of Section
4.01(a)(i).
Class I-B-5 Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum,
as to each Group I Mortgage Loan that
is an Outstanding Mortgage Loan, of the
product of (x) the Non-PO Fraction with
respect to such Group I Mortgage Loan and
(y) the sum of:
(i) the Group I Class I-B-5 Percentage of the principal portion
of
the
Monthly Payment due on the Due Date occurring in the month of
such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class I-B-5 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) of all Unscheduled Principal Receipts
(other
than Recoveries) that were received by a Servicer with respect
to
such Group
I Mortgage Loan during the Applicable Unscheduled Principal
Receipt
Period relating to such Distribution Date for each applicable
type
of
Unscheduled Principal Receipt;
(iii) the Group I Class I-B-5 Prepayment Percentage of the
Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group I Class I-B-5 Percentage of the excess of the
unpaid
principal
balance of any Group I Mortgage Loan for which a Group I
Mortgage
Loan was substituted during the one month period ending on the
day
preceding the Determination Date for such Distribution Date over
the
unpaid
principal balance of the substituted Group I Mortgage Loan,
less
the amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Group I Mortgage Loan for which a
Group
I Mortgage
Loan was substituted; and
(II) the
Group I Class I-B-5 Prepayment Percentage of the Non-PO
Recovery
for such
Loan Group for such Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class I-B-5 Optimal Principal Amount
will equal the lesser of (A) the Class
I-B-5 Optimal Principal Amount calculated
as described in the preceding provisions
and (B) the Adjusted Principal Balance
for the Class I-B-5 Certificates.
Class I-B-5 Principal Balance: As to the first Determination
Date,
the Original Class I-B-5 Principal Balance.
As of any subsequent Determination
Date, the Original Class I-B-5 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class I-B-5 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph nineteenth clause (A) of Section
4.01(a)(i) (including any principal
otherwise payable to the Class I-B-5
Certificates used to pay any Class I-A-PO
Deferred Amounts) and (B) as a result
of a Principal Adjustment; provided,
however, if the Class I-B-5 Certificates
are the most subordinate Group I-B
Certificates outstanding, the Class I-B-5
Principal Balance will equal the
difference, if any, between the Group I
Adjusted Pool Amount (Non-PO Portion) as of
the preceding Distribution Date less
the sum of the Group I-A Non-PO Principal
Balance, the Class I-B-1 Principal
Balance, the Class I-B-2 Principal Balance,
the Class I-B-3 Principal Balance
and the Class I-B-4 Principal Balance as of
such Determination Date.
Class I-B-5 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class I-B-5 Certificates
pursuant to Paragraph nineteenth clause (A)
of Section 4.01(a)(i).
Class I-B-5 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class I-B-5 Interest Shortfall
Amounts for prior Distribution Dates is in
excess of the amounts distributed in
respect of the Class I-B-5 Certificates on
prior Distribution Dates pursuant to
Paragraph eighteenth clause (A) of Section
4.01(a)(i).
Class I-B-6 Certificate: Any one of the Certificates executed by
the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
I-B-6 and Exhibit C hereto.
Class I-B-6 Certificateholder: The registered holder of a Class
I-B-6 Certificate.
Class I-B-6 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class I-B-6 Certificates pursuant to
Paragraphs twentieth clause (A),
twenty-first clause (A) and twenty-second
clause (A) of Section 4.01(a)(i).
Class I-B-6 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class I-B-6 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class I-B-6 Certificates on such
Distribution Date pursuant to Paragraph
twentieth clause (A) of Section
4.01(a)(i).
Class I-B-6 Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum,
as to each Group I Mortgage Loan that
is an Outstanding Mortgage Loan, of the
product of (x) the Non-PO Fraction with
respect to such Group I Mortgage Loan and
(y) the sum of:
(i) the Group I Class I-B-6 Percentage of the principal portion
of
the
Monthly Payment due on the Due Date occurring in the month of
such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class I-B-6 Prepayment Percentage (with respect
to
each such
Group I Mortgage Loan) of all Unscheduled Principal Receipts
(other
than Recoveries) that were received by a Servicer with respect
to
such Group
I Mortgage Loan during the Applicable Unscheduled Principal
Receipt
Period relating to such Distribution Date for each applicable
type
of
Unscheduled Principal Receipt;
(iii) the Group I Class I-B-6 Prepayment Percentage of the
Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was repurchased
by the Seller pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group I Class I-B-6 Percentage of the excess of the
unpaid
principal
balance of any Group I Mortgage Loan for which a Group I
Mortgage
Loan was substituted during the one month period ending on the
day
preceding the Determination Date for such Distribution Date over
the
unpaid
principal balance of the substituted Group I Mortgage Loan,
less
the amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Group I Mortgage Loan for which a
Group
I Mortgage
Loan was substituted; and
(II) the
Group I Class I-B-6 Prepayment Percentage of the Non-PO
Recovery
for such
Loan Group for such Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class I-B-6 Optimal Principal Amount
will equal the lesser of (A) the Class
I-B-6 Optimal Principal Amount calculated
as described in the preceding provisions
and (B) the Adjusted Principal Balance
for the Class I-B-6 Certificates.
Class I-B-6 Principal Balance: As to the first Determination
Date,
the Original Class I-B-6 Principal Balance.
As of any subsequent Determination
Date, the Original Class I-B-6 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class I-B-6 Certificates on prior
Distribution Dates pursuant to Paragraph
twenty-second clause (A) of Section
4.01(a)(i) (including any principal
otherwise payable to the Class I-B-6
Certificates used to pay any Class I-A-PO
Deferred Amounts); provided, however,
if the Class I-B-6 Certificates are
outstanding, the Class I-B-6 Principal
Balance will equal the difference, if any,
between the Group I Adjusted Pool
Amount (Non-PO Portion) as of the preceding
Distribution Date less the sum of
the Group I-A Non-PO Principal Balance, the
Class I-B-1 Principal Balance, the
Class I-B-2 Principal Balance, the Class
I-B-3 Principal Balance, the Class
I-B-4 Principal Balance and the Class I-B-5
Principal Balance as of such
Determination Date.
Class I-B-6 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class I-B-6 Certificates
pursuant to Paragraph twenty-second clause
(A) of Section 4.01(a)(i).
Class I-B-6 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class I-B-6 Interest Shortfall
Amounts for prior Distribution Dates is in
excess of the amounts distributed in
respect of the Class I-B-6 Certificates on
prior Distribution Dates pursuant to
Paragraph twenty-first clause (A) of
Section 4.01(a)(i).
Class II-B-1 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
II-B-1 and Exhibit C hereto.
Class II-B-1 Certificateholder: The registered holder of a
Class
II-B-1 Certificate.
Class II-B-1 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class II-B-1 Certificates pursuant to
Paragraphs fifth clause (B), sixth clause
(B) and seventh clause (B) of Section
4.01(a)(i).
Class II-B-1 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class II-B-1 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class II-B-1 Certificates on such
Distribution Date pursuant to Paragraph
fifth clause (B) of Section 4.01(a)(i).
Class II-B-1 Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum,
as to each Group II Mortgage Loan
that is an Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction
with respect to such Group II Mortgage Loan
and (y) the sum of:
(i) the Group II Class II-B-1 Percentage of the principal portion
of
the
Monthly Payment due on the Due Date occurring in the month of
such
Distribution Date on such Mortgage Loan;
(ii) the Group II Class II-B-1 Prepayment Percentage (with
respect
to each
such Group II Mortgage Loan) of all Unscheduled Principal
Receipts
(other
than Recoveries) that were received by a Servicer with respect
to
such Group
II Mortgage Loan during the Applicable Unscheduled Principal
Receipt
Period relating to such Distribution Date for each applicable
type
of
Unscheduled Principal Receipt;
(iii) the Group II Class II-B-1 Prepayment Percentage of the
Scheduled
Principal Balance of such Mortgage Loan which, during the one
month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Seller pursuant to
Section 2.02,
2.03 or
3.08; and
(iv) the Group II Class II-B-1 Percentage of the excess of the
unpaid
principal balance of any Group II Mortgage Loan for which a
Group
II
Mortgage Loan was substituted during the one month period ending on
the
day
preceding the Determination Date for such Distribution Date over
the
unpaid
principal balance of the substituted Group II Mortgage Loan,
less
the amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Group II Mortgage Loan for which a
Group
II
Mortgage Loan was substituted; and
(II) the
Group II Class II-B-1 Prepayment Percentage of the Non-PO
Recovery
for such Loan Group for such Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class II-B-1 Optimal Principal Amount
will equal the lesser of (A) the Class
II-B-1 Optimal Principal Amount
calculated as described in the preceding
provisions and (B) the Adjusted
Principal Balance for the Class II-B-1
Certificates.
Class II-B-1 Principal Balance: As to the first Determination
Date,
the Original Class II-B-1 Principal
Balance. As of any subsequent Determination
Date, the Original Class II-B-1 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class II-B-1 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph seventh clause (B) of Section
4.01(a)(i) (including any principal
otherwise payable to the Class II-B-1
Certificates used to pay any Class II-A-PO
Deferred Amounts)and (B) as a result
of a Principal Adjustment; provided,
however, if the Class II-B-1 Certificates
are the most subordinate Group II-B
Certificates outstanding, the Class II-B-1
Principal Balance will equal the
difference, if any, between the Group II
Adjusted Pool Amount (Non-PO Portion) as of
the preceding Distribution Date less
the Group II-A Non-PO Principal Balance as
of such Determination Date.
Class II-B-1 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class II-B-1 Certificates
pursuant to Paragraph seventh clause (B) of
Section 4.01(a)(i).
Class II-B-1 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class II-B-1 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class II-B-1
Certificates on prior Distribution
Dates pursuant to Paragraph sixth clause
(B) of Section 4.01(a)(i).
Class II-B-2 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
II-B-2 and Exhibit C hereto.
Class II-B-2 Certificateholder: The registered holder of a
Class
II-B-2 Certificate.
Class II-B-2 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class II-B-2 Certificates pursuant to
Paragraphs eighth clause (B), ninth clause
(B) and tenth clause (B) of Section
4.01(a)( i).
Class II-B-2 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class II-B-2 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class II-B-2 Certificates on such
Distribution Date pursuant to Paragraph
eighth clause (B) of Section
4.01(a)(i).
Class II-B-2 Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum,
as to each Group II Mortgage Loan
that is an Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction
with respect to such Group II Mortgage Loan
and (y) the sum of:
(i) the Group II Class II-B-2 Percentage of the principal portion
of
the
Monthly Payment due on the Due Date occurring in the month of
such
Distribution Date on such Mortgage Loan;
(ii) the Group II Class II-B-2 Prepayment Percentage (with
respect
to each
such Group II Mortgage Loan) of all Unscheduled Principal
Receipts
(other
than Recoveries) that were received by a Servicer with respect
to
such Group
II Mortgage Loan during the Applicable Unscheduled Principal
Receipt
Period relating to such Distribution Date for each applicable
type
of
Unscheduled Principal Receipt;
(iii) the Group II Class II-B-2 Prepayment Percentage of the
Scheduled
Principal Balance of such Mortgage Loan which, during the one
month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Seller pursuant to
Section 2.02,
2.03 or
3.08; and
(iv) the Group II Class II-B-2 Percentage of the excess of the
unpaid
principal balance of any Group II Mortgage Loan for which a
Group
II
Mortgage Loan was substituted during the one month period ending on
the
day
preceding the Determination Date for such Distribution Date over
the
unpaid
principal balance of the substituted Group II Mortgage Loan,
less
the amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Group II Mortgage Loan for which a
Group
II
Mortgage Loan was substituted; and
(II) the
Group II Class II-B-2 Prepayment Percentage of the Non-PO
Recovery
for such Loan Group for such Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class II-B-2 Optimal Principal Amount
will equal the lesser of (A) the Class
II-B-2 Optimal Principal Amount
calculated as described in the preceding
provisions and (B) the Adjusted
Principal Balance for the Class II-B-2
Certificates.
Class II-B-2 Principal Balance: As to the first Determination
Date,
the Original Class II-B-2 Principal
Balance. As of any subsequent Determination
Date, the Original Class II-B-2 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class II-B-2 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph tenth clause (B) of Section
4.01(a)(i) (including any principal
otherwise payable to the Class II-B-2
Certificates used to pay any Class II-A-PO
Deferred Amounts) and (B) as a result
of a Principal Adjustment; provided,
however, if the Class II-B-2 Certificates
are the most subordinate Group II-B
Certificates outstanding, the Class II-B-2
Principal Balance will equal the
difference, if any, between the Group II
Adjusted Pool Amount (Non-PO Portion) as of
the preceding Distribution Date less
the sum of the Group II-A Non-PO Principal
Balance and the Class II-B-1
Principal Balance as of such Determination
Date.
Class II-B-2 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class II-B-2 Certificates
pursuant to Paragraph tenth clause (B) of
Section 4.01(a)(i).
Class II-B-2 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class II-B-2 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class II-B-2
Certificates on prior Distribution
Dates pursuant to Paragraph ninth clause
(B) of Section 4.01(a)(i).
Class II-B-3 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
II-B-3 and Exhibit C hereto.
Class II-B-3 Certificateholder: The registered holder of a
Class
II-B-3 Certificate.
Class II-B-3 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class II-B-3 Certificates pursuant to
Paragraphs eleventh clause (B), twelfth
clause (B) and thirteenth clause (B) of
Section 4.01(a)(i).
Class II-B-3 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class II-B-3 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class II-B-3 Certificates on such
Distribution Date pursuant to Paragraph
eleventh clause (B) of Section
4.01(a)(i).
Class II-B-3 Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum,
as to each Group II Mortgage Loan
that is an Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction
with respect to such Group II Mortgage Loan
and (y) the sum of:
(i) the Group II Class II-B-3 Percentage of the principal portion
of
the
Monthly Payment due on the Due Date occurring in the month of
such
Distribution Date on such Mortgage Loan;
(ii) the Group II Class II-B-3 Prepayment Percentage (with
respect
to each
such Group II Mortgage Loan) of all Unscheduled Principal
Receipts
(other
than Recoveries) that were received by a Servicer with respect
to
such Group
II Mortgage Loan during the Applicable Unscheduled Principal
Receipt
Period relating to such Distribution Date for each applicable
type
of
Unscheduled Principal Receipt;
(iii) the Group II Class II-B-3 Prepayment Percentage of the
Scheduled
Principal Balance of such Mortgage Loan which, during the one
month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Seller pursuant to
Section 2.02,
2.03 or
3.08; and
(iv) the Group II Class II-B-3 Percentage of the excess of the
unpaid
principal balance of any Group II Mortgage Loan for which a
Group
II
Mortgage Loan was substituted during the one month period ending on
the
day
preceding the Determination Date for such Distribution Date over
the
unpaid
principal balance of the substituted Group II Mortgage Loan,
less
the amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Group II Mortgage Loan for which a
Group
II
Mortgage Loan was substituted; and
(II) the
Group II Class II-B-3 Prepayment Percentage of the Non-PO
Recovery
for such Loan Group for such Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class II-B-3 Optimal Principal Amount
will equal the lesser of (A) the Class
II-B-3 Optimal Principal Amount
calculated as described in the preceding
provisions and (B) the Adjusted
Principal Balance for the Class II-B-3
Certificates.
Class II-B-3 Principal Balance: As to the first Determination
Date,
the Original Class II-B-3 Principal
Balance. As of any subsequent Determination
Date, the Original Class II-B-3 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class II-B-3 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph thirteenth clause (B) of Section
4.01(a)(i) (including any principal
otherwise payable to the Class II-B-3
Certificates used to pay any Class II-A-PO
Deferred Amounts) and (B) as a result
of a Principal Adjustment; provided,
however, if the Class II-B-3 Certificates
are the most subordinate Group II-B
Certificates outstanding, the Class II-B-3
Principal Balance will equal the
difference, if any, between the Group II
Adjusted Pool Amount (Non-PO Portion) as of
the preceding Distribution Date less
the sum of the Group II-A Non-PO Principal
Balance, the Class II-B-1 Principal
Balance and the Class II-B-2 Principal
Balance as of such Determination Date.
Class II-B-3 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class II-B-3 Certificates
pursuant to Paragraph thirteenth clause (B)
of Section 4.01(a)(i).
Class II-B-3 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class II-B-3 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class II-B-3
Certificates on prior Distribution
Dates pursuant to Paragraph twelfth clause
(B) of Section 4.01(a)(i).
Class II-B-4 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
II-B-4 and Exhibit C hereto.
Class II-B-4 Certificateholder: The registered holder of a
Class
II-B-4 Certificate.
Class II-B-4 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class II-B-4 Certificates pursuant to
Paragraphs fourteenth clause (B), fifteenth
clause (B) and sixteenth clause (B)
of Section 4.01(a)(i).
Class II-B-4 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class II-B-4 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class II-B-4 Certificates on such
Distribution Date pursuant to Paragraph
fourteenth clause (B) of Section
4.01(a)(i).
Class II-B-4 Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum,
as to each Group II Mortgage Loan
that is an Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction
with respect to such Group II Mortgage Loan
and (y) the sum of:
(i) the Group II Class II-B-4 Percentage of the principal portion
of
the
Monthly Payment due on the Due Date occurring in the month of
such
Distribution Date on such Mortgage Loan;
(ii) the Group II Class II-B-4 Prepayment Percentage (with
respect
to each
such Group II Mortgage Loan) of all Unscheduled Principal
Receipts
(other
than Recoveries) that were received by a Servicer with respect
to
such Group
II Mortgage Loan during the Applicable Unscheduled Principal
Receipt
Period relating to such Distribution Date for each applicable
type
of
Unscheduled Principal Receipt;
(iii) the Group II Class II-B-4 Prepayment Percentage of the
Scheduled
Principal Balance of such Mortgage Loan which, during the one
month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Seller pursuant to
Section 2.02,
2.03 or
3.08; and
(iv) the Group II Class II-B-4 Percentage of the excess of the
unpaid
principal balance of any Group II Mortgage Loan for which a
Group
II
Mortgage Loan was substituted during the one month period ending on
the
day
preceding the Determination Date for such Distribution Date over
the
unpaid
principal balance of the substituted Group II Mortgage Loan,
less
the amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Group II Mortgage Loan for which a
Group
II
Mortgage Loan was substituted; and
(II) the
Group II Class II-B-4 Prepayment Percentage of the Non-PO
Recovery
for such Loan Group for such Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class II-B-4 Optimal Principal Amount
will equal the lesser of (A) the Class
II-B-4 Optimal Principal Amount
calculated as described in the preceding
provisions and (B) the Adjusted
Principal Balance for the Class II-B-4
Certificates.
Class II-B-4 Principal Balance: As to the first Determination
Date,
the Original Class II-B-4 Principal
Balance. As of any subsequent Determination
Date, the Original Class II-B-4 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class II-B-4 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph sixteenth clause (B) of Section
4.01(a)(i) (including any principal
otherwise payable to the Class II-B-4
Certificates used to pay any Class II-A-PO
Deferred Amounts) and (B) as a result
of a Principal Adjustment; provided,
however, if the Class II-B-4 Certificates
are the most subordinate Group II-B
Certificates outstanding, the Class II-B-4
Principal Balance will equal the
difference, if any, between the Group II
Adjusted Pool Amount (Non-PO Portion) as of
the preceding Distribution Date less
the sum of the Group II-A Non-PO Principal
Balance, the Class II-B-1 Principal
Balance, the Class II-B-2 Principal Balance
and the Class II-B-3 Principal
Balance as of such Determination Date.
Class II-B-4 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class II-B-4 Certificates
pursuant to Paragraph sixteenth clause (B)
of Section 4.01(a)(i).
Class II-B-4 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class II-B-4 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class II-B-4
Certificates on prior Distribution
Dates pursuant to Paragraph fifteenth
clause (B) of Section 4.01(a)(i).
Class II-B-5 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
II-B-5 and Exhibit C hereto.
Class II-B-5 Certificateholder: The registered holder of a
Class
II-B-5 Certificate.
Class II-B-5 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class II-B-5 Certificates pursuant to
Paragraphs seventeenth clause (B),
eighteenth clause (B) and nineteenth clause
(B) of Section 4.01(a)(i).
Class II-B-5 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class II-B-5 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class II-B-5 Certificates on such
Distribution Date pursuant to Paragraph
seventeenth clause (B) of Section
4.01(a)(i).
Class II-B-5 Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum,
as to each Group II Mortgage Loan
that is an Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction
with respect to such Group II Mortgage Loan
and (y) the sum of:
(i) the Group II Class II-B-5 Percentage of the principal portion
of
the
Monthly Payment due on the Due Date occurring in the month of
such
Distribution Date on such Mortgage Loan;
(ii) the Group II Class II-B-5 Prepayment Percentage (with
respect
to each
such Group II Mortgage Loan) of all Unscheduled Principal
Receipts
(other
than Recoveries) that were received by a Servicer with respect
to
such Group
II Mortgage Loan during the Applicable Unscheduled Principal
Receipt
Period relating to such Distribution Date for each applicable
type
of
Unscheduled Principal Receipt;
(iii) the Group II Class II-B-5 Prepayment Percentage of the
Scheduled
Principal Balance of such Mortgage Loan which, during the one
month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Seller pursuant to
Section 2.02,
2.03 or
3.08; and
(iv) the Group II Class II-B-5 Percentage of the excess of the
unpaid
principal balance of any Group II Mortgage Loan for which a
Group
II
Mortgage Loan was substituted during the one month period ending on
the
day
preceding the Determination Date for such Distribution Date over
the
unpaid
principal balance of the substituted Group II Mortgage Loan,
less
the amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Group II Mortgage Loan for which a
Group
II
Mortgage Loan was substituted; and
(II) the
Group II Class II-B-5 Prepayment Percentage of the Non-PO
Recovery
for such Loan Group for such Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class II-B-5 Optimal Principal Amount
will equal the lesser of (A) the Class
II-B-5 Optimal Principal Amount
calculated as described in the preceding
provisions and (B) the Adjusted
Principal Balance for the Class II-B-5
Certificates.
Class II-B-5 Principal Balance: As to the first Determination
Date,
the Original Class II-B-5 Principal
Balance. As of any subsequent Determination
Date, the Original Class II-B-5 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class II-B-5 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph nineteenth clause (B) of Section
4.01(a)(i) (including any principal
otherwise payable to the Class II-B-5
Certificates used to pay any Class II-A-PO
Deferred Amounts) and (B) as a result
of a Principal Adjustment; provided,
however, if the Class II-B-5 Certificates
are the most subordinate Group II-B
Certificates outstanding, the Class II-B-5
Principal Balance will equal the
difference, if any, between the Group II
Adjusted Pool Amount (Non-PO Portion) as of
the preceding Distribution Date less
the sum of the Group II-A Non-PO Principal
Balance, the Class II-B-1 Principal
Balance, the Class II-B-2 Principal
Balance, the Class II-B-3 Principal Balance
and the Class II-B-4 Principal Balance as
of such Determination Date.
Class II-B-5 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class II-B-5 Certificates
pursuant to Paragraph nineteenth clause (B)
of Section 4.01(a)(i).
Class II-B-5 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class II-B-5 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class II-B-5
Certificates on prior Distribution
Dates pursuant to Paragraph eighteenth
clause (B) of Section 4.01(a)(i).
Class II-B-6 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
II-B-6 and Exhibit C hereto.
Class II-B-6 Certificateholder: The registered holder of a
Class
II-B-6 Certificate.
Class II-B-6 Distribution Amount: As to any Distribution Date,
any
amount distributable to the Holders of the
Class II-B-6 Certificates pursuant to
Paragraphs twentieth clause (B),
twenty-first clause (B) and twenty-second
clause (B) of Section 4.01(a)(i).
Class II-B-6 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class II-B-6 Certificates
with respect to such Distribution Date
exceeds the amount distributed in respect
of the Class II-B-6 Certificates on such
Distribution Date pursuant to Paragraph
twentieth clause (B) of Section
4.01(a)(i).
Class II-B-6 Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum,
as to each Group II Mortgage Loan
that is an Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction
with respect to such Group II Mortgage Loan
and (y) the sum of:
(i) the Group II Class II-B-6 Percentage of the principal portion
of
the
Monthly Payment due on the Due Date occurring in the month of
such
Distribution Date on such Mortgage Loan;
(ii) the Group II Class II-B-6 Prepayment Percentage (with
respect
to each
such Group II Mortgage Loan) of all Unscheduled Principal
Receipts
(other
than Recoveries) that were received by a Servicer with respect
to
such Group
II Mortgage Loan during the Applicable Unscheduled Principal
Receipt
Period relating to such Distribution Date for each applicable
type
of
Unscheduled Principal Receipt;
(iii) the Group II Class II-B-6 Prepayment Percentage of the
Scheduled
Principal Balance of such Mortgage Loan which, during the one
month
period ending on the day preceding the Determination Date for
such
Distribution Date, was repurchased by the Seller pursuant to
Section 2.02,
2.03 or
3.08; and
(iv) the Group II Class II-B-6 Percentage of the excess of the
unpaid
principal balance of any Group II Mortgage Loan for which a
Group
II
Mortgage Loan was substituted during the one month period ending on
the
day
preceding the Determination Date for such Distribution Date over
the
unpaid
principal balance of the substituted Group II Mortgage Loan,
less
the amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master Servicer
or the
Trustee in respect of such Group II Mortgage Loan for which a
Group
II
Mortgage Loan was substituted; and
(II) the
Group II Class II-B-6 Prepayment Percentage of the Non-PO
Recovery
for such Loan Group for such Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class II-B-6 Optimal Principal Amount
will equal the lesser of (A) the Class
II-B-6 Optimal Principal Amount
calculated as described in the preceding
provisions and (B) the Adjusted
Principal Balance for the Class II-B-6
Certificates.
Class II-B-6 Principal Balance: As to the first Determination
Date,
the Original Class II-B-6 Principal
Balance. As of any subsequent Determination
Date, the Original Class II-B-6 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class II-B-6 Certificates on prior
Distribution Dates pursuant to Paragraph
twenty-second clause (B) of Section
4.01(a)(i) (including any principal
otherwise payable to the Class II-B-6
Certificates used to pay any Class II-A-PO
Deferred Amounts); provided, however,
if the Class II-B-6 Certificates are
outstanding, the Class II-B-6 Principal
Balance will equal the difference, if any,
between the Group II Adjusted Pool
Amount as of the preceding Distribution
Date less the sum of the Group II-A
Non-PO Principal Balance, the Class II-B-1
Principal Balance, the Class II-B-2
Principal Balance, the Class II-B-3
Principal Balance, the Class II-B-4
Principal Balance and the Class II-B-5
Principal Balance as of such
Determination Date.
Class II-B-6 Principal Distribution Amount: As to any
Distribution
Date, any amount distributable to the
Holders of the Class II-B-6 Certificates
pursuant to Paragraph twenty-second clause
(B) of Section 4.01(a)(i).
Class II-B-6 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class II-B-6 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class II-B-6
Certificates on prior Distribution
Dates pursuant to Paragraph twenty-first
clause (B) of Section 4.01(a)(i).
Class B Certificate: Any one of the Class I-B-1 Certificates,
Class
I-B-2 Certificates, Class I-B-3
Certificates, Class I-B-4 Certificates, Class
I-B-5 Certificates, Class I-B-6
Certificates, Class II-B-1 Certificates, Class
II-B-2 Certificates, Class II-B-3
Certificates, Class II-B-4 Certificates, Class
II-B-5 Certificates or Class II-B-6
Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class I-B-1, Class
I-B-2,
Class I-B-3, Class I-B-4, Class I-B-5,
Class I-B-6, Class II-B-1, Class II-B-2,
Class II-B-3, Class II-B-4, Class II-B-5 or
Class II-B-6 Distribution Amounts.
Class B Interest Accrual Amount: For a Group, as to any
Distribution
Date, the sum of the Interest Accrual
Amounts for the Classes of Class B
Certificates of such Group with respect to
such Distribution Date.
Class B Interest Percentage: For a Group, as to any
Distribution
Date and any Class of Class B Certificates
of such Group, the percentage
calculated by dividing the Interest Accrual
Amount of such Class (determined
without regard to clause (ii) of the
definition thereof) by the Class B Interest
Accrual Amount for such Group (determined
without regard to clause (ii) of the
definition of each Interest Accrual
Amount).
Class B Interest Shortfall Amount: Any of the Class I-B-1
Interest
Shortfall Amount, Class I-B-2 Interest
Shortfall Amount, Class I-B-3 Interest
Shortfall Amount, Class I-B-4 Interest
Shortfall Amount, Class I-B-5 Interest
Shortfall Amount, Class I-B-6 Interest
Shortfall Amount, Class II-B-1 Interest
Shortfall Amount, Class II-B-2 Interest
Shortfall Amount, Class II-B-3 Interest
Shortfall Amount, Class II-B-4 Interest
Shortfall Amount, Class II-B-5 Interest
Shortfall Amount or Class II-B-6 Interest
Shortfall Amount.
Class B Optimal Principal Amount: Any of the Class I-B-1, Class
I-B-2, Class I-B-3, Class I-B-4, Class
I-B-5, Class I-B-6, Class II-B-1, Class
II-B-2, Class II-B-3, Class II-B-4, Class
II-B-5 or Class II-B-6 Optimal
Principal Amounts.
Class B Pass-Through Rate: With respect to any Distribution Date,
a
per annum rate equal to 5.500%.
Class B Unpaid Interest Shortfall: Any of the Class I-B-1
Unpaid
Interest Shortfall, Class I-B-2 Unpaid
Interest Shortfall, Class I-B-3 Unpaid
Interest Shortfall, Class I-B-4 Unpaid
Interest Shortfall, Class I-B-5 Unpaid
Interest Shortfall, Class I-B-6 Unpaid
Interest Shortfall, Class II-B-1 Unpaid
Interest Shortfall, Class II-B-2 Unpaid
Interest Shortfall, Class II-B-3 Unpaid
Interest Shortfall, Class II-B-4 Unpaid
Interest Shortfall, Class II-B-5 Unpaid
Interest Shortfall or Class II-B-6 Unpaid
Interest Shortfall.
Clearing Agency: An organization registered as a "clearing
agency"
pursuant to Section 17A of the Exchange
Act. The initial Clearing Agency shall
be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a
Clearing Agency effects book-entry
transfers of securities deposited with the
Clearing Agency.
Closing Date: The date of initial issuance of the Certificates,
as
set forth in Section 11.17.
Code: The Internal Revenue Code of 1986, as it may be amended
from
time to time, any successor statutes
thereto, and applicable U.S. Department of
the Treasury temporary or final regulations
promulgated thereunder.
Compensating Interest: With respect to any Distribution Date
and
each Group, the least of (a) the aggregate
Prepayment Interest Shortfall on the
Mortgage Loans in the related Loan Group
for such Distribution Date, (b) the
product of (i) 1/12th of 0.20% and (ii) the
Pool Balance of the Mortgage Loans
in the related Loan Group for such
Distribution Date and (c) the Available
Master Servicing Compensation with respect
to such Loan Group for such
Distribution Date.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trustee at
which
at any particular time its corporate trust
business shall be administered, which
office, at the date of the execution of
this instrument, is located at 401 South
Tryon Street, Charlotte, North Carolina
28288.
Corresponding Upper-Tier Class or Classes: As to the following
Uncertificated Lower-Tier Interests, the
Corresponding Upper-Tier Class or
Classes as follows:
Uncertificated Lower-Tier Interest
Corresponding Upper-Tier Class or Classes
Class I-A-L1 Interest
Class I-A-1, Class I-A-2, Class I-A-5,
Class I-A-6, Class I-A-7, Class I-A-8,
Class I-A-9, Class I-A-10 and Class
I-A-11 Certificates
Class I-A-L3 Interest
Class I-A-3 and Class I-A-4 Certificates
Class I-A-LPO Interest
Class I-A-PO Certificates
Class I-A-LUR Interest
Class I-A-R Certificate
Class II-A-L1 Interest
Class II-A-1 and Class II-A-2 Certificates
Class II-A-LPO Interest
Class II-A-PO Certificates
Class I-B-L1 Interest
Class I-B-1 Certificates
Class I-B-L2 Interest
Class I-B-2 Certificates
Class I-B-L3 Interest
Class I-B-3 Certificates
Class I-B-L4 Interest
Class I-B-4 Certificates
Class I-B-L5 Interest
Class I-B-5 Certificates
Class I-B-L6 Interest
Class I-B-6 Certificates
Class II-B-L1 Interest
Class II-B-1 Certificates
Class II-B-L2 Interest
Class II-B-2 Certificates
Class II-B-L3 Interest
Class II-B-3 Certificates
Class II-B-L4 Interest
Class II-B-4 Certificates
Class II-B-L5 Interest
Class II-B-5 Certificates
Class II-B-L6 Interest
Class II-B-6 Certificates
Counterparty: The Royal Bank of Scotland plc.
Current Class B Interest Distribution Amount: For a Group and as
to
any Distribution Date, the amount
distributed in respect of the Classes of Class
B Certificates of such Group pursuant to
Paragraphs fifth, eighth, eleventh,
fourteenth, seventeenth and twentieth
clause (A) or (B), as applicable of
Section 4.01(a)(i) on such Distribution
Date.
Current Class I-B-1 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date,
the percentage obtained by dividing
the sum of the Principal Balances of the
Class I-B-2, Class I-B-3, Class I-B-4,
Class I-B-5 and Class I-B-6 Certificates by
the Group I Aggregate Non-PO
Principal Balance. As to the first
Distribution Date, the Original Class I-B-1
Fractional Interest.
Current Class I-B-2 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date,
the percentage obtained by dividing
the sum of the Principal Balances of the
Class I-B-3, Class I-B-4, Class I-B-5
and Class I-B-6 Certificates by the Group I
Aggregate Non-PO Principal Balance.
As to the first Distribution Date, the
Original Class I-B-2 Fractional Interest.
Current Class I-B-3 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date,
the percentage obtained by dividing
the sum of the Principal Balances of the
Class I-B-4, Class I-B-5 and Class
I-B-6 Certificates by the Group I Aggregate
Non-PO Principal Balance. As to the
first Distribution Date, the Original Class
I-B-3 Fractional Interest.
Current Class I-B-4 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date,
the percentage obtained by dividing
the sum of the Principal Balances of the
Class I-B-5 and Class I-B-6
Certificates by the Group I Aggregate
Non-PO Principal Balance. As to the first
Distribution Date, the Original Class I-B-4
Fractional Interest.
Current Class I-B-5 Fractional Interest: As to any Distribution
Date
subsequent to the first Distribution Date,
the percentage obtained by dividing
the Principal Balance of the Class I-B-6
Certificates by the Group I Aggregate
Non-PO Principal Balance. As to the first
Distribution Date, the Original Class
I-B-5 Fractional Interest.
Current Class II-B-1 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution
Date, the percentage obtained by
dividing the sum of the Principal Balances
of the Class II-B-2, Class II-B-3,
Class II-B-4, Class II-B-5 and Class II-B-6
Certificates by the Group II
Aggregate Non-PO Principal Balance. As to
the first Distribution Date, the
Original Class II-B-1 Fractional
Interest.
Current Class II-B-2 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution
Date, the percentage obtained by
dividing the sum of the Principal Balances
of the Class II-B-3, Class II-B-4,
Class II-B-5 and Class II-B-6 Certificates
by the Group II Aggregate Non-PO
Principal Balance. As to the first
Distribution Date, the Original Class II-B-2
Fractional Interest.
Current Class II-B-3 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution
Date, the percentage obtained by
dividing the sum of the Principal Balances
of the Class II-B-4, Class II-B-5 and
Class II-B-6 Certificates by the Group II
Aggregate Non-PO Principal Balance. As
to the first Distribution Date, the
Original Class II-B-3 Fractional Interest.
Current Class II-B-4 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution
Date, the percentage obtained by
dividing the sum of the Principal Balances
of the Class II-B-5 and Class II-B-6
Certificates by the Group II Aggregate
Non-PO Principal Balance. As to the first
Distribution Date, the Original Class
II-B-4 Fractional Interest.
Current Class II-B-5 Fractional Interest: As to any
Distribution
Date subsequent to the first Distribution
Date, the percentage obtained by
dividing the Principal Balance of the Class
II-B-6 Certificates by the Group II
Aggregate Non-PO Principal Balance. As to
the first Distribution Date, the
Original Class II-B-5 Fractional
Interest.
Current Group I-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed
in respect of the Classes of Group I-A
Certificates pursuant to Paragraph first
clause (A) of Section 4.01(a)(i) on
such Distribution Date.
Current Group II-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed
in respect of the Classes of Group
II-A Certificates pursuant to Paragraph
first clause (B) of Section 4.01(a)(i)
on such Distribution Date.
Curtailment: Any Principal Prepayment made by a Mortgagor which
is
not a Prepayment in Full.
Curtailment Interest Shortfall: On any Distribution Date with
respect to a Group I or Group II Mortgage
Loan which was the subject of a
Curtailment:
(A) in the case
where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Curtailment is
received by the Servicer on or after the Determination Date in
the month preceding the month of such Distribution Date but
prior to the first day of the month of such Distribution Date,
the amount of interest that would have accrued at the Net
Mortgage Interest Rate on the amount of such Curtailment from
the day of its receipt or, if earlier, its application by the
Servicer through the last day of the month preceding the month
of such Distribution Date; and
(B) in the case
where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Curtailment
is received by the Servicer during the month preceding the
month of such Distribution Date, the amount of interest that
would have accrued at the Net Mortgage Interest Rate on the
amount of such Curtailment from the day of its receipt or, if
earlier, its application by the Servicer through the last day
of the month in which such Curtailment is received.
Custodial
Agreement: The Custodial Agreement, dated as of November
29, 2005, among the Custodian, the Seller,
the Master Servicer and the Trustee,
which agreement is attached hereto as
Exhibit E, as the same may be amended or
modified from time to time in accordance
with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as
defined in each
of the Servicing Agreements, with respect
to the Mortgage Loans. In determining
whether the Custodial P&I Account under
any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required
by the definition of "Eligible
Account" contained in the Servicing
Agreements), the Master Servicer shall
require that any such account shall be
acceptable to each of the Rating
Agencies.
Custodian: Wells Fargo Bank, or its successor in interest under
the
Custodial Agreement. Initially, the
custodial functions shall be performed by
the Corporate Trust Services division of
Wells Fargo Bank.
Cut-Off Date: The first day of the month of initial issuance of
the
Certificates as set forth in Section
11.01.
Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the
Mortgage Loans as set forth in Section
11.02.
Cut-Off
Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of
business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal
Receipts received or applied on the
Cut-Off Date), reduced by all payments of
principal due on or before the Cut-Off
Date and not paid, and increased by
scheduled monthly payments of principal due
after the Cut-Off Date but received by the
related Servicer on or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment
for such Mortgage Loan by a court of
competent jurisdiction in a proceeding
under the Bankruptcy Code, except such a
reduction constituting a Deficient
Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation
by a court of competent jurisdiction of the
Mortgaged Property in an amount less
than the then-outstanding indebtedness
under the Mortgage Loan, or any reduction
in the amount of principal to be paid in
connection with any scheduled Monthly
Payment that results in a permanent
forgiveness of principal, which valuation or
reduction results from a proceeding under
the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate (other than the Class I-A-4
Certificates) representing the principal
portion of the Cut-Off Date Aggregate
Principal Balance evidenced by such
Certificate. As to the Class I-A-4
Certificates, the amount specified on the
face of each such Certificate representing
the portion of the Original Notional
Amount.
Determination Date: The 17th day of the month in which the
related
Distribution Date occurs, or if such 17th
day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Group I Discount Mortgage Loan or Group
II
Discount Mortgage Loan.
Distribution Date: The 25th day of any month, beginning in the
month
following the month of initial issuance of
the Certificates, or if such 25th day
is not a Business Day, the Business Day
following such 25th day.
Distribution Date Statement: As defined in Section 4.04(a).
Document Transfer
Event: The 60th day following the day on which
either (i) Wells Fargo Bank is no longer
the Servicer of any of the Mortgage
Loans or (ii) the senior, unsecured
long-term debt rating of Wells Fargo &
Company is less than "BBB-" by Fitch.
Due Date: With respect to any Mortgage Loan, the day of the month
in
which the Monthly Payment on such Mortgage
Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained
with
a depository institution (which may be the
Master Servicer) whose long-term debt
obligations (or, in the case of a
depository institution which is part of a
holding company structure, the long-term
debt obligations of such parent holding
company) at the time of deposit therein are
rated at least "AA" (or the
equivalent) by each Rating Agency, (ii) the
deposits in which are fully insured
by the FDIC through either the Bank
Insurance Fund or the Savings Association
Insurance Fund, (iii) the deposits in which
are insured by the FDIC through
either the Bank Insurance Fund or the
Savings Association Insurance Fund (to the
limit established by the FDIC) and the
uninsured deposits in which accounts are
otherwise secured, as evidenced by an
Opinion of Counsel delivered to the
Trustee, such that the Trustee, on behalf
of the Certificateholders has a claim
with respect to the funds in such accounts
or a perfected first security
interest against any collateral securing
such funds that is superior to claims
of any other depositors or creditors of the
depository institution with which
such accounts are maintained, (iv) that are
trust accounts maintained with the
trust department of a federal or state
chartered depository institution or trust
company acting in its fiduciary capacity or
(v) such other account that is
acceptable to each of the Rating Agencies
and would not cause the Trust Estate
to fail to qualify as two separate REMICs
or result in the imposition of any
federal tax on either of the Upper-Tier
REMIC or the Lower-Tier REMIC.
Eligible Investments: At any time, any one or more of the
following
obligations and securities which shall
mature not later than the Business Day
preceding the Distribution Date next
succeeding the date of such investment,
provided that such investments continue to
qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof,
provided such obligations are backed by the full faith and
credit
of the
United States of America;
(ii) general obligations of or obligations guaranteed by any
state
of the
United States of America or the District of Columbia receiving
the
highest
short-term or highest long-term rating of each Rating Agency,
or
such lower
rating as would not result in the downgrading or withdrawal of
the rating
then assigned to any of the Certificates by any Rating Agency
or result
in any of such rated Certificates being placed on credit review
status (other than for
possible upgrading) by any Rating Agency;
(iii) commercial or finance company paper which is then rated in
the
highest
long-term commercial or finance company paper rating category
of
each
Rating Agency or the highest short-term rating category of each
Rating
Agency, or such lower rating category as would not result in
the
downgrading or withdrawal of the rating then assigned to any of
the
Certificates by any Rating Agency or result in any of such
rated
Certificates being placed on credit review status (other than for
possible
upgrading)
by any Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal
funds
or
banker's acceptances issued by any depository institution or
trust
company
incorporated under the laws of the United States or of any
state
thereof
and subject to supervision and examination by federal and/or
state
banking
authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in
the
case of
the principal depository institution in a holding company
system,
the
commercial paper or debt obligations of such holding company) are
then
rated in the highest
short-term or the highest long-term rating category
for such
securities of 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 any Rating Agency
or
result in
any of such rated Certificates being placed on credit review
status
(other than for possible upgrading) by any Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank,
insurance
company or
other corporation acceptable to each Rating Agency at the time
of the
issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security
described in clauses (i) or (ii) above or any other security
issued or
guaranteed by an agency or instrumentality of the United States
of
America, in either case entered into with a depository institution
or
trust
company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by
any
corporation incorporated under the laws of the United States of
America or
any state
thereof which, at the time of such investment or contractual
commitment
providing for such investment, are then rated in the highest
short-term
or the highest long-term rating category by each Rating Agency,
or in such
lower rating category as would not result in the downgrading or
withdrawal
of the rating then assigned to any of the Certificates by any
Rating
Agency or result in any of such rated Certificates being placed
on
credit
review status (other than for possible upgrading) by any Rating
Agency;
(viii) such other investments acceptable to each Rating Agency
as
would not
result in the downgrading of the rating then assigned to the
Certificates by any Rating Agency or result in any of such
rated
Certificates being placed on credit review status (other than for
possible
upgrading)
by any Rating Agency; and
(ix) any mutual fund, money market fund, common trust fund or
other
pooled
investment vehicle, the assets of which are limited to
instruments
that
otherwise would constitute Eligible Investments hereunder,
including
any such
fund that is managed by the Trustee or Master Servicer or any
affiliate
of the Trustee or Master Servicer or for which the Trustee or
Master
Servicer or any of its affiliates acts as an adviser as long as
such fund
is rated in at least the highest rating category by each Rating
Agency.
In no event shall an instrument be an Eligible Investment if
such
instrument evidences either (i) a right to
receive only interest payments with
respect to the obligations underlying such
instrument, or (ii) both principal
and interest payments derived from
obligations underlying such instrument and
the interest and principal payments with
respect to such instrument provide a
yield to maturity at the date of investment
of greater than 120% of the yield to
maturity at par of such underlying
obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the
Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Funds: With respect to the Reserve Fund and for any
Distribution Date, the amount by which (a)
the Yield Maintenance Agreement
Payments for prior Distribution Dates
exceed (b) the amount actually paid from
the Reserve Fund with respect to (i) Yield
Maintenance Amounts for such prior
Distribution Dates and (ii) Yield
Maintenance Amount Shortfalls for such prior
Distribution Dates.
Exchange Act: The Securities Exchange Act of 1934, as amended.
FDIC: The Federal Deposit Insurance Corporation or any
successor
thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the
final
distribution in respect of the Certificates
is made pursuant to Section 9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date
for
each Class of Class A Certificates and
Class B Certificates is December 25,
2035, which corresponds to the "latest
possible maturity date" for purposes of
Section 860G(a)(1) of the Internal Revenue
Code of 1986, as amended.
Fitch: Fitch Ratings, or its successor in interest.
Fixed Retained Yield: The fixed percentage of interest on each
Mortgage Loan with a Mortgage Interest Rate
greater than the sum of (a) 5.500%,
(b) the applicable Servicing Fee Rate and
(c) the Master Servicing Fee Rate,
which will be determined on a loan by loan
basis and will equal the Mortgage
Interest Rate on each Mortgage Loan minus
the sum of the rates described above
in clauses (a), (b) and (c), which is not
assigned to and not part of the Trust
Estate.
Fixed Retained Yield Rate: With respect to each Mortgage Loan, a
per
annum rate equal to the greater of (a) zero
and (b) the Mortgage Interest Rate
on such Mortgage Loan minus the sum of (a)
5.500%, (b) the applicable Servicing
Fee Rate and (c) the Master Servicing Fee
Rate.
Full Unscheduled Principal Receipt: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i)
in the amount of the outstanding
principal balance of such Mortgage Loan and
resulting in the full satisfaction
of such Mortgage Loan or (ii) representing
Liquidation Proceeds other than
Partial Liquidation Proceeds.
Grantor Trust: That portion of the Trust exclusive of the
REMICs
consisting of (a) the right of the Class
I-A-3 Certificates to receive amounts
from the Reserve Fund and (b) the Yield
Maintenance Agreement and the Reserve
Fund.
Group: Either of Group I or Group II.
Group I: The Group I-A Certificates and Group I-B Certificates.
Group I Adjusted Pool Amount: With respect to any Distribution
Date,
the aggregate of the Cut-Off Date Principal
Balances of the Group I Mortgage
Loans minus the sum of (i) all amounts in
respect of principal received in
respect of the Group I Mortgage Loans
(including, without limitation, amounts
received as Monthly Payments, Periodic
Advances, Unscheduled Principal Receipts
and Substitution Principal Amounts) and
distributed to Holders of the
Certificates on such Distribution Date and
all prior Distribution Dates, (ii)
the principal portion of all Liquidated
Loan Losses incurred on such Group I
Mortgage Loans for which the Liquidation
Proceeds were received from the Cut-Off
Date through the end of the Applicable
Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal
Receipts for such Distribution Date and
(iii) the principal portion of all
Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Group I
Mortgage Loans from the Cut-Off Date through
the end of the period corresponding to the
Applicable Unscheduled Principal
Receipt Period with respect to Full
Unscheduled Principal Receipts for such
Distribution Date.
Group I Adjusted Pool Amount (Non-PO Portion): With respect to
any
Distribution Date, the difference between
the Group I Adjusted Pool Amount and
the Group I Adjusted Pool Amount (PO
Portion).
Group I Adjusted Pool Amount (PO Portion): With respect to any
Distribution Date, the sum of the amounts,
calculated as follows, with respect
to all Outstanding Mortgage Loans that are
Group I Mortgage Loans: the product
of (i) the PO Fraction for each such Group
I Mortgage Loan and (ii) the
remainder of (A) the Cut-Off Date Principal
Balance of such Mortgage Loan minus
(B) the sum of (x) all amounts in respect
of principal received in respect of
such Group I Mortgage Loan (including,
without limitation, amounts received as
Monthly Payments, Periodic Advances,
Unscheduled Principal Receipts and
Substitution Principal Amounts) and
distributed to Holders of the Certificates
on such Distribution Date and all prior
Distribution Dates, (y) the principal
portion of any Liquidated Loan Losses
incurred on such Group I Mortgage Loans
for which Liquidation Proceeds were
received from the Cut-Off Date through the
end of the Applicable Unscheduled Principal
Receipt Period with respect to Full
Unscheduled Principal Receipts for such
Distribution Date and (z) the principal
portion of all Bankruptcy Losses (other
than Debt Service Reductions) incurred
on the Group I Mortgage Loans from the
Cut-Off Date through the end of the
period corresponding to the Applicable
Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal
Receipts for such Distribution Date.
Group I Aggregate Non-PO Principal Balance: The sum of the Group
I-A
Non-PO Principal Balance and the Group I-B
Principal Balance.
Group I Class B Percentage: Any of the Group I Class I-B-1
Percentage, Group I Class I-B-2 Percentage,
Group I Class I-B-3 Percentage,
Group I Class I-B-4 Percentage, Group I
Class I-B-5 Percentage or Group I Class
I-B-6 Percentage.
Group I Class B Prepayment Percentage: Any of the Group I Class
I-B-1 Prepayment Percentage, Group I Class
I-B-2 Prepayment Percentage, Group I
Class I-B-3 Prepayment Percentage, Group I
Class I-B-4 Prepayment Percentage,
Group I Class I-B-5 Prepayment Percentage
or Group I Class I-B-6 Prepayment
Percentage.
Group I Class I-B-1 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group I Subordinated Percentage by
either (i) if any Group I-B Certificates
(other than the Class I-B-1
Certificates) are eligible to receive
principal distributions for such
Distribution Date in accordance with
Section 4.01(d), a fraction, the numerator
of which is the Class I-B-1 Principal
Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the sum of the Principal Balances
of the Classes of Group I-B
Certificates eligible to receive principal
distributions for such Distribution
Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set
forth in Section 4.01(d)(ii), in the event
that the Group I-B Certificates
(other than the Class I-B-1 Certificates)
are not eligible to receive
distributions of principal in accordance
with Section 4.01(d)(i), one.
Group I Class I-B-1 Prepayment Percentage: As to any
Distribution
Date, the percentage calculated by
multiplying the Group I Subordinated
Prepayment Percentage by either (i) if any
Group I-B Certificates (other than
the Class I-B-1 Certificates) are eligible
to receive principal distributions
for such Distribution Date in accordance
with Section 4.01(d), a fraction, the
numerator of which is the Class I-B-1
Principal Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the sum of the Principal Balances
of the Classes of Group I-B
Certificates eligible to receive principal
distributions for such Distribution
Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set
forth in Section 4.01(d)(ii), in the event
that the Group I-B Certificates
(other than the Class I-B-1 Certificates)
are not eligible to receive
distributions of principal in accordance
with Section 4.01(d)(i), one.
Group I Class I-B-2 Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the
percentage calculated by multiplying (i)
the Group I Subordinated Percentage by (ii)
a fraction, the numerator of which
is the Class I-B-2 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of Group
I-B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except as
set forth in Section 4.01(d)(ii), in
the event that the Class I-B-2 Certificates
are not eligible to receive
distributions of principal in accordance
with Section 4.01(d)(i), the Group I
Class I-B-2 Percentage for such
Distribution Date will be zero.
Group I
Class I-B-2 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group I Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class I-B-2 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the sum of the
Principal Balances of the Classes of
Group I-B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the
event that the Class I-B-2
Certificates are not eligible to receive
distributions of principal in
accordance with Section 4.01(d)(i), the
Group I Class I-B-2 Prepayment
Percentage for such Distribution Date will
be zero.
Group I Class I-B-3 Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the
percentage calculated by multiplying (i)
the Group I Subordinated Percentage by (ii)
a fraction, the numerator of which
is the Class I-B-3 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of Group
I-B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except as
set forth in Section 4.01(d)(ii), in
the event that the Class I-B-3 Certificates
are not eligible to receive
distributions of principal in accordance
with Section 4.01(d)(i), the Group I
Class I-B-3 Percentage for such
Distribution Date will be zero.
Group I Class I-B-3 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group I Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class I-B-3 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the sum of the
Principal Balances of the Classes of
Group I-B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the
event that the Class I-B-3
Certificates are not eligible to receive
distributions of principal in
accordance with Section 4.01(d)(i), the
Group I Class I-B-3 Prepayment
Percentage for such Distribution Date will
be zero.
Group I Class I-B-4 Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the
percentage calculated by multiplying (i)
the Group I Subordinated Percentage by (ii)
a fraction, the numerator of which
is the Class I-B-4 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of Group
I-B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except as
set forth in Section 4.01(d)(ii), in
the event that the Class I-B-4 Certificates
are not eligible to receive
distributions of principal in accordance
with Section 4.01(d)(i), the Group I
Class I-B-4 Percentage for such
Distribution Date will be zero.
Group I Class I-B-4 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group I Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class I-B-4 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the sum of the
Principal Balances of the Classes of
Group I-B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the
event that the Class I-B-4
Certificates are not eligible to receive
distributions of principal in
accordance with Section 4.01(d)(i), the
Group I Class I-B-4 Prepayment
Percentage for such Distribution Date will
be zero.
Group I Class I-B-5 Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the
percentage calculated by multiplying (i)
the Group I Subordinated Percentage by (ii)
a fraction, the numerator of which
is the Class I-B-5 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of Group
I-B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except as
set forth in Section 4.01(d)(ii), in
the event that the Class I-B-5 Certificates
are not eligible to receive
distributions of principal in accordance
with Section 4.01(d)(i), the Group I
Class I-B-5 Percentage for such
Distribution Date will be zero.
Group I Class I-B-5 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group I Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class I-B-5 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the sum of the
Principal Balances of the Classes of
Group I-B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the
event that the Class I-B-5
Certificates are not eligible to receive
distributions of principal in
accordance with Section 4.01(d)(i), the
Group I Class I-B-5 Prepayment
Percentage for such Distribution Date will
be zero.
Group I Class I-B-6 Percentage: As to any Distribution Date,
except
as set forth in the next sentence, the
percentage calculated by multiplying (i)
the Group I Subordinated Percentage by (ii)
a fraction, the numerator of which
is the Class I-B-6 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and the
denominator of which is the sum of the
Principal Balances of the Classes of Group
I-B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except as
set forth in Section 4.01(d)(ii), in
the event that the Class I-B-6 Certificates
are not eligible to receive
distributions of principal in accordance
with Section 4.01(d)(i), the Group I
Class I-B-6 Percentage for such
Distribution Date will be zero.
Group I Class I-B-6 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group I Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class I-B-6 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the sum of the
Principal Balances of the Classes of
Group I-B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the
event that the Class I-B-6
Certificates are not eligible to receive
distributions of principal in
accordance with Section 4.01(d)(i), the
Group I Class I-B-6 Prepayment
Percentage for such Distribution Date will
be zero.
Group I Discount Mortgage Loan: A Group I Mortgage Loan with a
Net
Mortgage Interest Rate of less than
5.500%.
Group I Mortgage Loans: Those Mortgage Loans listed on Exhibit
F-1A
and F-2A attached hereto.
Group I Pool Balance (Non-PO Portion): As of any Distribution
Date,
the sum of the amounts for each Group I
Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the
Non-PO Fraction for such Mortgage Loan
and (ii) the Scheduled Principal Balance of
such Mortgage Loan.
Group I Pool Balance (PO Portion): As of any Distribution Date,
the
sum of the amounts for each Group I
Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the PO
Fraction for such Mortgage Loan and
(ii) the Scheduled Principal Balance of
such Mortgage Loan.
Group I Pool Distribution Amount: As of any Distribution Date,
the
funds eligible for distribution to the
Group I-A Certificates and Group I-B
Certificates on such Distribution Date,
which shall be the sum of (i) all
previously undistributed payments or other
receipts on account of principal and
interest on or in respect of the Group I
Mortgage Loans (including, without
limitation, the proceeds of any repurchase
of a Group I Mortgage Loan by the
Seller and any Substitution Principal
Amount) received by the Master Servicer
with respect to the applicable Remittance
Date in the month of such Distribution
Date and any Unscheduled Principal Receipts
received by the Master Servicer on
or prior to the Business Day preceding such
Distribution Date, (ii) all Periodic
Advances made with respect to Group I
Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or Periodic
Advances with respect to Group I
Mortgage Loans made by the Master Servicer
or the Trustee pursuant to Section
3.03, (iii) any remaining Reimbursement
Amount with respect to a Group I
Mortgage Loan as provided in Section
4.01(a)(ii) and (iv) all other amounts
(including any Insurance Proceeds and
Compensating Interest) with respect to a
Group I Mortgage Loan required to be placed
in the Certificate Account by the
Servicer on or before the applicable
Remittance Date or by the Master Servicer
or the Trustee on or prior to the
Distribution Date, but excluding the
following:
(a) amounts received as late payments of principal or interest
with
respect to a Group I Mortgage Loan and respecting which the
Master
Servicer
or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group I Mortgage
Loan by
the Master
Servicer or the Trustee;
(c) that portion of each payment of interest on a particular
Group I
Mortgage Loan which represents (i) the Fixed Retained Yield, if
any, (ii)
the applicable Servicing Fee and (iii) the Master Servicing
Fee;
(d) all amounts representing scheduled payments of principal
and
interest on Group I Mortgage Loans due after the Due Date occurring
in
the month
in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers
with respect to Group I Mortgage Loans after the Applicable
Unscheduled Principal Receipt Period relating to the Distribution
Date for
the
applicable type of Unscheduled Principal Receipt, and all
related
payments
of interest on such amounts;
(f) all repurchase proceeds with respect to Group I Mortgage
Loans
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08
on
or
following the Determination Date in the month in which such
Distribution Date occurs and the difference between the unpaid
principal
balance of
a Group I Mortgage Loan substituted for a Group I Mortgage Loan
pursuant
to Section 2.02, 2.03 or 2.06 on or following the Determination
Date in
the month in which such Distribution Date occurs and the unpaid
principal
balance of such Group I Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to
any Group I Mortgage Loan which represents (i) the Fixed
Retained
Yield, if any, (ii) the applicable Servicing Fee and (iii) the
Master
Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group I Mortgage Loans;
(j) Month End Interest in respect of Group I Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in
respect of
Group I Mortgage Loans; and
(l) all other amounts permitted to be withdrawn from the
Certificate Account, to the extent not covered by clauses (a)
through (k)
above, or
not required to be deposited in the Certificate Account under
this
Agreement.
Group I Pool Scheduled Principal Balance: As to any
Distribution
Date, the aggregate Scheduled Principal
Balance of all Group I Mortgage Loans
that were Outstanding Mortgage Loans on the
Due Date in the month preceding the
month of such Distribution Date.
Group I Scheduled Principal Amount: The sum for each
outstanding
Group I Mortgage Loan (including each
defaulted Group I Mortgage Loan with
respect to which the related Mortgaged
Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO
Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses
(I)(y)(i) and (I)(y)(iv) of the
definition of Group I-A Non-PO Optimal
Principal Amount, but without such amount
being multiplied by the Group I-A
Percentage.
Group I Subordinated Percentage: As to any Distribution Date,
the
percentage which is the difference between
100% and the Group I-A Percentage for
such date.
Group I Subordinated Prepayment Percentage: As to any
Distribution
Date, the percentage which is the
difference between 100% and the Group I-A
Prepayment Percentage for such date.
Group I Unscheduled Principal Amount: The sum for each
outstanding
Group I Mortgage Loan (including each
defaulted Group I Mortgage Loan with
respect to which the related Mortgaged
Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO
Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses
(I)(y)(ii) and (I)(y)(iii) of the
definition of Group I-A Non-PO Optimal
Principal Amount, but without such amount
being multiplied by the applicable Group
I-A Prepayment Percentage.
Group II: The Group II-A Certificates and Group II-B
Certificates.
Group II Adjusted Pool Amount: With respect to any Distribution
Date, the aggregate of the Cut-Off Date
Principal Balances of the Group II
Mortgage Loans minus the sum of (i) all
amounts in respect of principal received
in respect of the Group II Mortgage Loans
(including, without limitation,
amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal
Amounts) and distributed to Holders of the
Certificates on such Distribution Date and
all prior Distribution Dates, (ii)
the principal portion of all Liquidated
Loan Losses incurred on such Group II
Mortgage Loans for which the Liquidation
Proceeds were received from the Cut-Off
Date through the end of Applicable
Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal
Receipts for such Distribution Date and
(iii) the principal portion of all
Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Group II
Mortgage Loans from the Cut-Off Date
through the end of the period corresponding
to the Applicable Unscheduled
Principal Receipt Period with respect to
Full Unscheduled Principal Receipts for
such Distribution Date.
Group II Adjusted Pool Amount (Non-PO Portion): With respect to
any
Distribution Date, the difference between
the Group II Adjusted Pool Amount and
the Group II Adjusted Pool Amount (PO
Portion).
Group II Adjusted Pool Amount (PO Portion): With respect to any
Distribution Date, the sum of the amounts,
calculated as follows, with respect
to all Outstanding Mortgage Loans that are
Group II Mortgage Loans: the product
of (i) the PO Fraction for each such Group
II Mortgage Loan and (ii) the
remainder of (A) the Cut-Off Date Principal
Balance of such Mortgage Loan minus
(B) the sum of (x) all amounts in respect
of principal received in respect of
such Group II Mortgage Loan (including,
without limitation, amounts received as
Monthly Payments, Periodic Advances,
Unscheduled Principal Receipts and
Substitution Principal Amounts) and
distributed to Holders of the Certificates
on such Distribution Date and all prior
Distribution Dates, (y) the principal
portion of any Liquidated Loan Losses
incurred on such Group II Mortgage Loans
for which Liquidation Proceeds were
received from the Cut-Off Date through the
end of the Applicable Unscheduled Principal
Receipt Period with respect to Full
Unscheduled Principal Receipts for such
Distribution Date and (z) the principal
portion of all Bankruptcy Losses (other
than Debt Service Reductions) incurred
on the Group II Mortgage Loans from the
Cut-Off Date through the end of the
period corresponding to the Applicable
Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal
Receipts for such Distribution Date.
Group II Aggregate Non-PO Principal Balance: The sum of the
Group
II-A Non-PO Principal Balance and the Group
II-B Principal Balance.
Group II Class B Percentage: Any one of the Group II Class
II-B-1
Percentage, Group II Class II-B-2
Percentage, Group II Class II-B-3 Percentage,
Group II Class II-B-4 Percentage, Group II
Class II-B-5 Percentage or Group II
Class II-B-6 Percentage.
Group II Class B Prepayment Percentage: Any of the Group II
Class
II-B-1 Prepayment Percentage, Group II
Class II-B-2 Prepayment Percentage, Group
II Class II-B-3 Prepayment Percentage,
Group II Class II-B-4 Prepayment
Percentage, Group II Class II-B-5
Prepayment Percentage or Group II Class II-B-6
Prepayment Percentage.
Group II Class II-B-1 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group II Subordinated Percentage by
either (i) if any Group II-B Certificates
(other than the Class II-B-1
Certificates) are eligible to receive
principal distributions for such
Distribution Date in accordance with
Section 4.01(d), a fraction, the numerator
of which is the Class II-B-1 Principal
Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the sum of the Principal Balances
of the Classes of Group II-B
Certificates eligible to receive principal
distributions for such Distribution
Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set
forth in Section 4.01(d)(ii), in the event
that the Group II-B Certificates
(other than the Class II-B-1 Certificates)
are not eligible to receive
distributions of principal in accordance
with Section 4.01(d)(i), one.
Group II Class II-B-1 Prepayment Percentage: As to any
Distribution
Date, the percentage calculated by
multiplying the Group II Subordinated
Prepayment Percentage by either (i) if any
Group II-B Certificates (other than
the Class II-B-1 Certificates) are eligible
to receive principal distributions
for such Distribution Date in accordance
with Section 4.01(d), a fraction, the
numerator of which is the Class II-B-1
Principal Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the sum of the Principal Balances
of the Classes of Group II-B
Certificates eligible to receive principal
distributions for such Distribution
Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set
forth in Section 4.01(d)(ii), in the event
that the Group II-B Certificates
(other than the Class II-B-1 Certificates)
are not eligible to receive
distributions of principal in accordance
with Section 4.01(d)(i), one.
Group II Class II-B-2 Percentage: As to any Distribution Date,
except as set forth in the next sentence,
the percentage calculated by
multiplying (i) the Group II Subordinated
Percentage by (ii) a fraction, the
numerator of which is the Class II-B-2
Principal Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the sum of the Principal Balances
of the Classes of Group II-B
Certificates eligible to receive principal
distributions for such Distribution
Date in accordance with the provisions of
Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that
the Class II-B-2 Certificates are not
eligible to receive distributions of
principal in accordance with Section
4.01(d)(i), the Group II Class II-B-2
Percentage for such Distribution Date will
be zero.
Group II Class II-B-2 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group II Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class II-B-2 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the sum of the
Principal Balances of the Classes of
Group II-B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the
event that the Class II-B-2
Certificates are not eligible to receive
distributions of principal in
accordance with Section 4.01(d)(i), the
Group II Class II-B-2 Prepayment
Percentage for such Distribution Date will
be zero.
Group II Class II-B-3 Percentage: As to any Distribution Date,
except as set forth in the next sentence,
the percentage calculated by
multiplying (i) the Group II Subordinated
Percentage by (ii) a fraction, the
numerator of which is the Class II-B-3
Principal Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the sum of the Principal Balances
of the Classes of Group II-B
Certificates eligible to receive principal
distributions for such Distribution
Date in accordance with the provisions of
Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that
the Class II-B-3 Certificates are not
eligible to receive distributions of
principal in accordance with Section
4.01(d)(i), the Group II Class II-B-3
Percentage for such Distribution Date will
be zero.
Group II Class II-B-3 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group II Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class II-B-3 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the sum of the
Principal Balances of the Classes of
Group II-B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the
event that the Class II-B-3
Certificates are not eligible to receive
distributions of principal in
accordance with Section 4.01(d)(i), the
Group II Class II-B-3 Prepayment
Percentage for such Distribution Date will
be zero.
Group II Class II-B-4 Percentage: As to any Distribution Date,
except as set forth in the next sentence,
the percentage calculated by
multiplying (i) the Group II Subordinated
Percentage by (ii) a fraction, the
numerator of which is the Class II-B-4
Principal Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the sum of the Principal Balances
of the Classes of Group II-B
Certificates eligible to receive principal
distributions for such Distribution
Date in accordance with the provisions of
Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that
the Class II-B-4 Certificates are not
eligible to receive distributions of
principal in accordance with Section
4.01(d)(i), the Group II Class II-B-4
Percentage for such Distribution Date will
be zero.
Group II Class II-B-4 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group II Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class II-B-4 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the sum of the
Principal Balances of the Classes of
Group II-B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the
event that the Class II-B-4
Certificates are not eligible to receive
distributions of principal in
accordance with Section 4.01(d)(i), the
Group II Class II-B-4 Prepayment
Percentage for such Distribution Date will
be zero.
Group II Class II-B-5 Percentage: As to any Distribution Date,
except as set forth in the next sentence,
the percentage calculated by
multiplying (i) the Group II Subordinated
Percentage by (ii) a fraction, the
numerator of which is the Class II-B-5
Principal Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the sum of the Principal Balances
of the Classes of Group II-B
Certificates eligible to receive principal
distributions for such Distribution
Date in accordance with the provisions of
Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that
the Class II-B-5 Certificates are not
eligible to receive distributions of
principal in accordance with Section
4.01(d)(i), the Group II Class II-B-5
Percentage for such Distribution Date will
be zero.
Group II Class II-B-5 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group II Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class II-B-5 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the sum of the
Principal Balances of the Classes of
Group II-B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the
event that the Class II-B-5
Certificates are not eligible to receive
distributions of principal in
accordance with Section 4.01(d)(i), the
Group II Class II-B-5 Prepayment
Percentage for such Distribution Date will
be zero.
Group II Class II-B-6 Percentage: As to any Distribution Date,
except as set forth in the next sentence,
the percentage calculated by
multiplying (i) the Group II Subordinated
Percentage by (ii) a fraction, the
numerator of which is the Class II-B-6
Principal Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the sum of the Principal Balances
of the Classes of Group II-B
Certificates eligible to receive principal
distributions for such Distribution
Date in accordance with the provisions of
Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that
the Class II-B-6 Certificates are not
eligible to receive distributions of
principal in accordance with Section
4.01(d)(i), the Group II Class II-B-6
Percentage for such Distribution Date will
be zero.
Group II Class II-B-6 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group II Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class II-B-6 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) and
the denominator of which is the sum of the
Principal Balances of the Classes of
Group II-B Certificates eligible to receive
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the
event that the Class II-B-6
Certificates are not eligible to receive
distributions of principal in
accordance with Section 4.01(d)(i), the
Group II Class II-B-6 Prepayment
Percentage for such Distribution Date will
be zero.
Group II Discount Mortgage Loan: A Group II Mortgage Loan with a
Net
Mortgage Interest Rate of less than
5.500%.
Group II Mortgage Loans: Those Mortgage Loans listed on
Exhibits
F-1B and F-2B attached hereto.
Group II Pool Balance (Non-PO Portion): As of any Distribution
Date,
the sum of the amounts for each Group II
Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the
Non-PO Fraction for such Mortgage Loan
and (ii) the Scheduled Principal Balance of
such Mortgage Loan.
Group II Pool Balance (PO Portion): As of any Distribution Date,
the
sum of the amounts for each Group II
Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the PO
Fraction for such Mortgage Loan and
(ii) the Scheduled Principal Balance of
such Mortgage Loan.
Group II Pool Distribution Amount: As of any Distribution Date,
the
funds eligible for distribution to the
Group II-A Certificates and Group II-B
Certificates on such Distribution Date,
which shall be the sum of (i) all
previously undistributed payments or other
receipts on account of principal and
interest on or in respect of the Group II
Mortgage Loans (including, without
limitation, the proceeds of any repurchase
of a Group II Mortgage Loan by the
Seller and any Substitution Principal
Amount) received by the Master Servicer
with respect to the applicable Remittance
Date in the month of such Distribution
Date and any Unscheduled Principal Receipts
received by the Master Servicer on
or prior to the Business Day preceding such
Distribution Date, (ii) all Periodic
Advances made with respect to Group II
Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or Periodic
Advances with respect to Group II
Mortgage Loans made by the Master Servicer
or the Trustee pursuant to Section
3.03, (iii) any remaining Reimbursement
Amount with respect to a Group II
Mortgage Loan as provided in Section
4.01(a)(ii) and (iv) all other amounts
(including any Insurance Proceeds and
Compensating Interest) with respect to a
Group II Mortgage Loan required to be
placed in the Certificate Account by the
Servicer on or before the applicable
Remittance Date or by the Master Servicer
or the Trustee on or prior to the
Distribution Date, but excluding the
following:
(a) amounts received as late payments of principal or interest
with
respect to a Group II Mortgage Loan and respecting which the
Master
Servicer
or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group II Mortgage
Loan by
the Master
Servicer or the Trustee;
(c) that portion of each payment of interest on a particular
Group II
Mortgage Loan which represents (i) the Fixed Retained Yield, if
any, (ii)
the applicable Servicing Fee and (iii) the Master Servicing
Fee;
(d) all amounts representing scheduled payments of principal
and
interest on Group II Mortgage Loans due after the Due Date
occurring
in the
month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers
with respect to Group II Mortgage Loans after the Applicable
Unscheduled Principal Receipt Period relating to the Distribution
Date for
the
applicable type of Unscheduled Principal Receipt, and all
related
payments
of interest on such amounts;
(f) all repurchase proceeds with respect to Group II Mortgage
Loans
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08
on
or
following the Determination Date in the month in which such
Distribution Date occurs and the difference between the unpaid
principal
balance of
a Group II Mortgage Loan substituted for a Group II Mortgage
Loan
pursuant to Section 2.02, 2.03 or 2.06 on or following the
Determination Date in the month in which such Distribution Date
occurs and
the unpaid
principal balance of such Group II Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to
any Group II Mortgage Loan which represents (i) the Fixed
Retained
Yield, if any, (ii) the applicable Servicing Fee and (iii) the
Master
Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group II Mortgage Loans;
(j) Month End Interest in respect of Group II Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in
respect of
Group II Mortgage Loans; and
(l) all other amounts permitted to be withdrawn from the
Certificate Account in respect of the Group II Mortgage Loans, to
the
extent not
covered by clauses (a) through (k) above, or not required to be
deposited
in the Certificate Account under this Agreement.
Group II Pool Scheduled Principal Balance: As to any
Distribution
Date, the aggregate Scheduled Principal
Balance of all Group II Mortgage Loans
that were Outstanding Mortgage Loans on the
Due Date in the month preceding the
month of such Distribution Date.
Group II Subordinated Percentage: As to any Distribution Date,
the
percentage which is the difference between
100% and the Group II-A Percentage
for such date.
Group II Subordinated Prepayment Percentage: As to any
Distribution
Date, the percentage which is the
difference between 100% and the Group II-A
Prepayment Percentage for such date.
Group I-A Certificate: Any Class I-A-1, Class I-A-2, Class
I-A-3,
Class I-A-4, Class I-A-5, Class I-A-6,
Class I-A-7, Class I-A-8, Class I-A-9,
Class I-A-10, Class I-A-11, Class I-A-R or
Class I-A-PO Certificate.
Group I-A Distribution Amount: As to any Distribution Date and
any
Class of Group I-A Certificates (other than
the Accrual Certificates, the Class
I-A-4 and the Class I-A-PO Certificates),
the amount distributable to such Class
of Group I-A Certificates pursuant to
Paragraphs first clause (A), second clause
(A) and third clause (A)(1) of Section
4.01(a)(i). As to the Accrual
Certificates, (a) as to any Distribution
Date prior to the Accretion Termination
Date, the amount distributable to the
Accrual Certificates pursuant to the
provisos in Paragraphs first clause (A) and
second clause (A) of Section
4.01(a)(i) and Paragraph third clause
(A)(1) of Section 4.01(a)(i) and (b) as to
any Distribution Date on or after the
Accretion Termination Date, the amount
distributable to the Accrual Certificates
pursuant to Paragraphs first clause
(A), second clause (A) and third clause
(A)(1) of Section 4.01(a)(i). As to any
Distribution Date and the Class I-A-4
Certificates, the amount distributable to
such Class pursuant to Paragraphs first
clause (A) and second clause (B) of
Section 4.01(a)(i). As to any Distribution
Date and the Class I-A-PO
Certificates, the amount distributable to
the Class I-A-PO Certificates pursuant
to Paragraphs third clause (A)(2) and
fourth clause (A) of Section 4.01(a)(i) on
such Distribution Date.
Group I-A Interest Accrual Amount: As to any Distribution Date,
the
sum of the Interest Accrual Amounts for the
Group I-A Certificates with respect
to such Distribution Date.
Group I-A Interest Percentage: As to any Distribution Date and
any
Class of Group I-A Certificates, the
percentage calculated by dividing the
Interest Accrual Amount of such Class
(determined without regard to clause (ii)
of the definition thereof) by the Group I-A
Interest Accrual Amount (determined
without regard to clause (ii) of the
definition of each Interest Accrual
Amount).
Group I-A Interest Shortfall Amount: As to any Distribution Date
and
any Class of Group I-A Certificates, any
amount by which the Interest Accrual
Amount of such Class with respect to such
Distribution Date exceeds the amount
distributed in respect of such Class on
such Distribution Date pursuant to
Paragraph first clause (A) of Section
4.01(a)(i), including, in the case of the
Accrual Certificates prior to the Accretion
Termination Date, the amount
included in the Accrual Distribution Amount
pursuant to clause (i) of the
definition thereof.
Group I-A Interest Shortfall Percentage: As to any Distribution
Date
and any Class of Group I-A Certificates,
the percentage calculated by dividing
the Class A Unpaid Interest Shortfall for
such Class by the Aggregate Group I-A
Unpaid Interest Shortfall, in each case
determined as of the day preceding the
applicable Distribution Date.
Group I-A Loss Denominator: As to any Determination Date, an
amount
equal to the sum of (i) the Group I-A
Non-PO Principal Balance (less the
Principal Balance of the Accrual
Certificates) and (ii) with respect to the
Accrual Certificates, the lesser of the
Principal Balance of the Accrual
Certificates and the Original Principal
Balance of the Accrual Certificates.
Group I-A Loss Percentage: As to any Determination Date and any
Class of Group I-A Certificates, the
percentage calculated by dividing the
Principal Balance of such Class (or, in the
case of the Accrual Certificates,
the Original Principal Balance of such
Accrual Certificates, if lower) by the
Group I-A Loss Denominator (determined
without regard to any such Principal
Balance of any Class of Group I-A
Certificates not then outstanding), in each
case determined as of the preceding
Determination Date.
Group I-A Non-PO Optimal Amount: As to any Distribution Date,
the
sum for such Distribution Date of (i) the
Group I-A Interest Accrual Amount,
(ii) the Aggregate Group I-A Unpaid
Interest Shortfall and (iii) the Group I-A
Non-PO Optimal Principal Amount.
Group I-A Non-PO Optimal Principal Amount: As to any
Distribution
Date, an amount equal to the sum of (I) the
sum, as to each Group I Mortgage
Loan that is an Outstanding Mortgage Loan,
of the product of (x) the Non-PO
Fraction with respect to such Mortgage
Loan, and (y) the sum of:
(i) the Group I-A Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I-A Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I-A Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group I-A Percentage of the excess of the unpaid
principal
balance of any Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding
the
Determination Date for such Distribution Date over the unpaid
principal
balance of
the substituted Mortgage Loan, less the amount allocable to the
principal
portion of any unreimbursed Periodic Advances previously made
by
the
applicable Servicer, the Master Servicer or the Trustee in respect
of
such
Mortgage Loan for which a Mortgage Loan was substituted; and
(II) the
Group I-A Prepayment Percentage of the Non-PO Recovery for Loan
Group I
for such Distribution Date.
Group I-A Non-PO Principal Balance: As of any date, an amount
equal
to the Group I-A Principal Balance less the
Principal Balance of the Class
I-A-PO Certificates.
Group I-A Non-PO Principal Distribution Amount: As to any
Distribution Date, the aggregate amount
distributed in respect of the Classes of
Group I-A Certificates pursuant to
Paragraph third clause (A)(1) of Section
4.01(a)(i).
Group I-A Percentage: As to any Distribution Date occurring on
or
prior to the applicable Subordination
Depletion Date, the lesser of (i) 100% and
(ii) the percentage obtained by dividing
the Group I-A Non-PO Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) by
the Group I Pool Balance (Non-PO Portion).
As to any Distribution Date occurring
subsequent to the applicable Subordination
Depletion Date, 100% or such lesser
percentage which will cause the Group I-A
Non-PO Principal Balance to decline to
zero following the distribution made on
such Distribution Date.
Group I-A Prepayment Percentage: As to any Distribution Date to
and
including the Distribution Date in November
2010, 100%. As to any Distribution
Date subsequent to November 2010 to and
including the Distribution Date in
November 2011, the Group I-A Percentage as
of such Distribution Date plus 70% of
the Group I Subordinated Percentage as of
such Distribution Date. As to any
Distribution Date subsequent to November
2011 to and including the Distribution
Date in November 2012, the Group I-A
Percentage as of such Distribution Date
plus 60% of the Group I Subordinated
Percentage as of such Distribution Date. As
to any Distribution Date subsequent to
November 2012 to and including the
Distribution Date in November 2013, the
Group I-A Percentage as of such
Distribution Date plus 40% of the Group I
Subordinated Percentage as of such
Distribution Date. As to any Distribution
Date subsequent to November 2013 to
and including the Distribution Date in
November 2014, the Group I-A Percentage
as of such Distribution Date plus 20% of
the Group I Subordinated Percentage as
of such Distribution Date. As to any
Distribution Date subsequent to November
2014, the Group I-A Percentage as of such
Distribution Date. The foregoing is
subject to the following: (i) if the
aggregate distribution to Holders of Group
I-A Certificates on any Distribution Date
of the Group I-A Prepayment Percentage
provided above of Unscheduled Principal
Receipts distributable on such
Distribution Date would reduce the Group
I-A Non-PO Principal Balance below
zero, the Group I-A Prepayment Percentage
for such Distribution Date shall be
the percentage necessary to bring the Group
I-A Non-PO Principal Balance to zero
and thereafter the Group I-A Prepayment
Percentage shall be zero and (ii) if the
Group I-A Percentage as of any Distribution
Date is greater than the Original
Group I-A Percentage, the Group I-A
Prepayment Percentage for such Distribution
Date shall be 100%. Notwithstanding the
foregoing, with respect to any
Distribution Date on which the following
criteria are not met, the reduction of
the Group I-A Prepayment Percentage
described in the second through sixth
sentences of this definition of Group I-A
Prepayment Percentage shall not be
applicable with respect to such
Distribution Date. In such event, the Group I-A
Prepayment Percentage for such Distribution
Date will be determined in
accordance with the applicable provision,
as set forth in the first through
fifth sentences above, which was actually
used to determine the Group I-A
Prepayment Percentage for the Distribution
Date occurring in the November
preceding such Distribution Date (it being
understood that for the purposes of
the determination of the Group I-A
Prepayment Percentage for the current
Distribution Date, the current Group I-A
Percentage and Group I Subordinated
Percentage shall be utilized).
No reduction in the Group I-A Prepayment Percentage referred to
in
the second through sixth sentences hereof
shall be applicable, with respect to
any Distribution Date if (a) the average
outstanding principal balance on such
Distribution Date and for the preceding
five Distribution Dates on the Group I
Mortgage Loans that were delinquent 60 days
or more (including for this purpose
any payments due with respect to Mortgage
Loans in foreclosure and REO Mortgage
Loans) were greater than or equal to 50% of
the Group I-B Principal Balance or
(b) cumulative Realized Losses on the Group
I Mortgage Loans exceed (1) 30% of
the Original Group I Subordinated Principal
Balance if such Distribution Date
occurs between and including December 2010
and November 2011, (2) 35% of the
Original Group I Subordinated Principal
Balance if such Distribution Date occurs
between and including December 2011 and
November 2012, (3) 40% of the Original
Group I Subordinated Principal Balance if
such Distribution Date occurs between
and including December 2012 and November
2013, (4) 45% of the Original Group I
Subordinated Principal Balance if such
Distribution Date occurs between and
including December 2013 and November 2014,
and (5) 50% of the Original Group I
Subordinated Principal Balance if such
Distribution Date occurs during or after
December 2014. With respect to any
Distribution Date on which the Group I-A
Prepayment Percentage is reduced below the
Group I-A Prepayment Percentage for
the prior Distribution Date, the Master
Servicer shall certify to the Trustee,
based upon information provided by each
Servicer as to the Mortgage Loans
serviced by it that the criteria set forth
in the preceding sentence are met.
Group I-A Principal Balance: As of any date, an amount equal to
the
sum of the Principal Balances for the Group
I-A Certificates.
Group I-B Certificate: Any one of the Class I-B-1 Certificates,
Class I-B-2 Certificates, Class I-B-3
Certificates, Class I-B-4 Certificates,
Class I-B-5 Certificates or Class I-B-6
Certificates.
Group I-B Principal Balance: As of any date, an amount equal to
the
sum of the Class I-B-1 Principal Balance,
Class I-B-2 Principal Balance, Class
I-B-3 Principal Balance, Class I-B-4
Principal Balance, Class I-B-5 Principal
Balance and Class I-B-6 Principal
Balance.
Group II-A Certificate: Any one of the Class II-A-1
Certificates,
Class II-A-2 Certificates of Class II-A-PO
Certificates.
Group II-A Distribution Amount: As to any Distribution Date and
any
Class of Group II-A Certificates (other
than the Class II-A-PO Certificates) the
amount distributable to such Class of Group
II-A Certificates pursuant to
Paragraphs first clause (B), second clause
(B) and third clause (B)(1) of
Section 4.01(a)(i). As to any Distribution
Date and the Class II-A-PO
Certificates, the amount distributable to
the Class II-A-PO Certificates
pursuant to Paragraphs third clause (B)(2)
and fourth clause (B) of Section
4.01(a)(i) on such Distribution Date.
Group II-A
Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the
Group II-A Certificates with respect
to such Distribution Date.
Group II-A Interest Percentage: As to any Distribution Date and
any
Class of Group II-A Certificates, the
percentage calculated by dividing the
Interest Accrual Amount of such Class
(determined without regard to clause (ii)
of the definition thereof) by the Group
II-A Interest Accrual Amount (determined
without regard to clause (ii) of the
definition of each Interest Accrual
Amount).
Group II-A Interest Shortfall Amount: As to any Distribution
Date
and any Class of Group II-A Certificates,
any amount by which the Interest
Accrual Amount of such Class with respect
to such Distribution Date exceeds the
amount distributed in respect of such Class
on such Distribution Date pursuant
to Paragraph first clause (B) of Section
4.01(a)(i).
Group II-A Interest Shortfall Percentage: As to any
Distribution
Date and any Class of Group II-A
Certificates, the percentage calculated by
dividing the Class A Unpaid Interest
Shortfall for such Class by the Aggregate
Group II-A Unpaid Interest Shortfall, in
each case determined as of the day
preceding the applicable Distribution
Date.
Group II-A Loss Denominator: As to any Determination Date, an
amount
equal to the Group II-A Non-PO Principal
Balance.
Group II-A Loss Percentage: As to any Determination Date and
any
Class of Group II-A Certificates, the
percentage calculated by dividing the
Principal Balance of such Class by the
Group II-A Loss Denominator (determined
without regard to any such Principal
Balance of any Class of Group II-A
Certificates not then outstanding), in each
case determined as of the preceding
Determination Date.
Group II-A Non-PO Optimal Amount: As to any Distribution Date,
the
sum for such Distribution Date of (i) the
Group II-A Interest Accrual Amount,
(ii) the Aggregate Group II-A Unpaid
Interest Shortfall and (iii) the Group II-A
Non-PO Optimal Principal Amount.
Group II-A Non-PO Optimal Principal Amount: As to any
Distribution
Date, an amount equal to the sum of (I) the
sum, as to each Group II Mortgage
Loan that is an Outstanding Mortgage Loan,
of the product of (x) the Non-PO
Fraction with respect to such Mortgage
Loan, and (y) the sum of:
(i) the Group II-A Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group II-A Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group II-A Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group II-A Percentage of the excess of the unpaid
principal
balance of any Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding
the
Determination Date for such Distribution Date over the unpaid
principal
balance of
the substituted Mortgage Loan, less the amount allocable to the
principal
portion of any unreimbursed Periodic Advances previously made
by
the
applicable Servicer, the Master Servicer or the Trustee in respect
of
such
Mortgage Loan for which a Mortgage Loan was substituted; and
(II) the
Group II-A Prepayment Percentage of the Non-PO Recovery for
Loan
Group II
for such Distribution Date.
Group II-A Non-PO Principal Balance: As of any date, an amount
equal
to the Group II-A Principal Balance less
the Principal Balance of the Class
II-A-PO Certificates.
Group II-A Non-PO Principal Distribution Amount: As to any
Distribution Date, the aggregate amount
distributed in respect of the Classes of
Group II-A Certificates pursuant to
Paragraph third clause (B)(1) of Section
4.01(a)(i).
Group II-A Percentage: As to any Distribution Date occurring on
or
prior to the applicable Subordination
Depletion Date, the lesser of (i) 100% and
(ii) the percentage obtained by dividing
the Group II-A Non-PO Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) by
the Group II Pool Balance (Non-PO Portion).
As to any Distribution Date
occurring subsequent to the applicable
Subordination Depletion Date, 100% or
such lesser percentage which will cause the
Group II-A Non-PO Principal Balance
to decline to zero following the
distribution made on such Distribution Date.
Group II-A Prepayment Percentage: As to any Distribution Date to
and
including the Distribution Date in November
2010, 100%. As to any Distribution
Date subsequent to November 2010 to and
including the Distribution Date in
November 2011, the Group II-A Percentage as
of such Distribution Date plus 70%
of the Group II Subordinated Percentage as
of such Distribution Date. As to any
Distribution Date subsequent to November
2011 to and including the Distribution
Date in November 2012, the Group II-A
Percentage as of such Distribution Date
plus 60% of the Group II Subordinated
Percentage as of such Distribution Date.
As to any Distribution Date subsequent to
November 2012 to and including the
Distribution Date in November 2013, the
Group II-A Percentage as of such
Distribution Date plus 40% of the Group II
Subordinated Percentage as of such
Distribution Date. As to any Distribution
Date subsequent to November 2013 to
and including the Distribution Date in
November 2014, the Group II-A Percentage
as of such Distribution Date plus 20% of
the Group II Subordinated Percentage as
of such Distribution Date. As to any
Distribution Date subsequent to November
2014, the Group II-A Percentage as of such
Distribution Date. The foregoing is
subject to the following: (i) if the
aggregate distribution to Holders of Group
II-A Certificates on any Distribution Date
of the Group II-A Prepayment
Percentage provided above of Unscheduled
Principal Receipts distributable on
such Distribution Date would reduce the
Group II-A Non-PO Principal Balance
below zero, the Group II-A Prepayment
Percentage for such Distribution Date
shall be the percentage necessary to bring
the Group II-A Non-PO Principal
Balance to zero and thereafter the Group
II-A Prepayment Percentage shall be
zero and (ii) if the Group II-A Percentage
as of any Distribution Date is
greater than the Original Group II-A
Percentage, the Group II-A Prepayment
Percentage for such Distribution Date shall
be 100%. Notwithstanding the
foregoing, with respect to any Distribution
Date on which the following criteria
are not met, the reduction of the Group
II-A Prepayment Percentage described in
the second through sixth sentences of this
definition of Group II-A Prepayment
Percentage shall not be applicable with
respect to such Distribution Date. In
such event, the Group II-A Prepayment
Percentage for such Distribution Date will
be determined in accordance with the
applicable provision, as set forth in the
first through fifth sentences above, which
was actually used to determine the
Group II-A Prepayment Percentage for the
Distribution Date occurring in the
November preceding such Distribution Date
(it being understood that for the
purposes of the determination of the Group
II-A Prepayment Percentage for the
current Distribution Date, the current
Group II-A Percentage and Group II
Subordinated Percentage shall be
utilized).
No reduction in the Group II-A Prepayment Percentage referred to
in
the second through sixth sentences hereof
shall be applicable, with respect to
any Distribution Date if (a) the average
outstanding principal balance on such
Distribution Date and for the preceding
five Distribution Dates on the Group II
Mortgage Loans that were delinquent 60 days
or more (including for this purpose
any payments due with respect to Mortgage
Loans in foreclosure and REO Mortgage
Loans) were greater than or equal to 50% of
the Group II-B Principal Balance or
(b) cumulative Realized Losses on the Group
II Mortgage Loans exceed (1) 30% of
the Original Group II Subordinated
Principal Balance if such Distribution Date
occurs between and including December 2010
and November 2011, (2) 35% of the
Original Group II Subordinated Principal
Balance if such Distribution Date
occurs between and including December 2011
and November 2012, (3) 40% of the
Original Group II Subordinated Principal
Balance if such Distribution Date
occurs between and including December 2012
and November 2013, (4) 45% of the
Original Group II Subordinated Principal
Balance if such Distribution Date
occurs between and including December 2013
and November 2014, and (5) 50% of the
Original Group II Subordinated Principal
Balance if such Distribution Date
occurs during or after December 2014. With
respect to any Distribution Date on
which the Group II-A Prepayment Percentage
is reduced below the Group II-A
Prepayment Percentage for the prior
Distribution Date, the Master Servicer shall
certify to the Trustee, based upon
information provided by each Servicer as to
the Mortgage Loans serviced by it that the
criteria set forth in the preceding
sentence are met.
Group II-A Principal Balance: As of any date, an amount equal to
the
sum of the Principal Balances for the Group
II-A Certificates.
Group II-B Certificate: Any one of the Class II-B-1
Certificates,
Class II-B-2 Certificates, Class II-B-3
Certificates, Class II-B-4 Certificates,
Class II-B-5 Certificates or Class II-B-6
Certificates.
Group II-B Principal Balance: As of any date, an amount equal to
the
sum of the Class II-B-1 Principal Balance,
Class II-B-2 Principal Balance, Class
II-B-3 Principal Balance, Class II-B-4
Principal Balance, Class II-B-5 Principal
Balance and Class II-B-6 Principal
Balance.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person,
such
Person who (i) is in fact independent of
the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct
financial interest or any material
indirect financial interest in the Seller
or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is
not connected with the Seller, the
Master Servicer or any Servicer as an
officer, employee, promoter, underwriter,
trustee, partner, director or person
performing similar functions.
Insurance Policy: Any insurance or performance bond relating to
a
Mortgage Loan or the Mortgage Loans,
including any hazard insurance, special
hazard insurance, flood insurance, primary
mortgage insurance, mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to
any
Insurance Policy covering a Mortgage
Loan.
Insured Expenses:
Expenses
covered by any Insurance Policy
covering a Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any
Class
of Class A Certificates (other than the
Class A-PO Certificates), (i) the
product of (a) 1/12th of the Class A
Pass-Through Rate for such Class and (b)
the Principal Balance of such Class or, in
the case of the Class I-A-4
Certificates, the Notional Amount, as of
the Determination Date immediately
preceding such Distribution Date minus (ii)
the sum of (A) the Group I-A
Interest Percentage or Group II-A Interest
Percentage, as applicable, of such
Class of the interest portion of any
Realized Losses allocated to the Group I-A
Certificates or to the Group II-A
Certificates, as applicable, on or after the
applicable Subordination Depletion Date
pursuant to Section 4.02(c) and (B) the
Group I-A Interest Percentage or Group II-A
Interest Percentage, as applicable,
of such Class of any Non-Supported Interest
Shortfall or Relief Act Shortfall
allocated to the Class A Certificates of
such Group with respect to such
Distribution Date. The Class A-PO
Certificates have no Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates
of
a Group, an amount equal to (i) the product
of 1/12th of the Class B
Pass-Through Rate and the Principal Balance
of such Class as of the
Determination Date preceding such
Distribution Date minus (ii) the Class B
Interest Percentage of such Class of the
sum of any Non-Supported Interest
Shortfall and any Relief Act Shortfall
allocated to the Class B Certificates of
such Group with respect to such
Distribution Date.
LIBOR: As to any Distribution Date, the arithmetic mean of the
London Interbank offered rate quotations
for one month U.S. dollar deposits, as
determined by the Trustee on the related
Rate Determination Date in accordance
with Section 4.07.
LIBOR Business Day: Any Business Day on which banks are open
for
dealing in foreign currency and exchange in
London, England, the City of New
York and Charlotte, North Carolina.
LIBOR Certificates: Either of the Class I-A-3 or Class I-A-4
Certificates.
Liquidated Loan: A Mortgage Loan with respect to which the
related
Mortgaged Property has been acquired,
liquidated or foreclosed and with respect
to which the applicable Servicer determines
that all Liquidation Proceeds which
it expects to recover have been
recovered.
Liquidated Loan Loss: With respect to any Distribution Date,
the
aggregate of the amount of losses with
respect to each Mortgage Loan which
became a Liquidated Loan during the
Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled
Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid
principal balance of each such
Liquidated Loan, plus accrued interest
thereon in accordance with the
amortization schedule at the time
applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as
to which interest was last paid with
respect thereto through the last day of the
month preceding the month in which
such Distribution Date occurs, over (ii)
Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in
connection
with the liquidation of any defaulted
Mortgage Loan or property acquired in
respect thereof (including, without
limitation, legal fees and expenses,
committee or referee fees, and, if
applicable, brokerage commissions and
conveyance taxes), any unreimbursed
advances (including Periodic Advances)
expended by such Servicer pursuant to its
Servicing Agreement or the Master
Servicer or Trustee pursuant hereto
respecting the related Mortgage Loan,
including any unreimbursed advances for
real property taxes or for property
restoration or preservation of the related
Mortgaged Property. Liquidation
Expenses shall not include any previously
incurred expenses in respect of an REO
Mortgage Loan which have been netted
against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) or PMI Advances made by
a Servicer in connection with the
liquidation of defaulted Mortgage Loans or
property acquired in respect thereof,
whether through foreclosure, sale or
otherwise, including payments in connection
with such Mortgage Loans received from the
Mortgagor, other than amounts
required to be paid to the Mortgagor
pursuant to the terms of the applicable
Mortgage or to be applied otherwise
pursuant to law.
Liquidation Profits: As to any Distribution Date and any
Mortgage
Loan that became a Liquidated Loan during
the Applicable Unscheduled Principal
Receipt Period with respect to Full
Unscheduled Principal Receipts for such
Distribution Date, the excess, if any, of
(i) Net Liquidation Proceeds in
respect of such Liquidated Loan over (ii)
the unpaid principal balance of such
Liquidated Loan plus accrued interest
thereon in accordance with the
amortization schedule at the time
applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date to
which interest was last paid with
respect thereto through the last day of the
month preceding the month in which
such Distribution Date occurs.
Loan Group: Either of Loan Group I or Loan Group II.
Loan Group I: The Group I Mortgage Loans.
Loan Group II: The Group II Mortgage Loans.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance
of a particular Mortgage Loan at
origination and the denominator of which is
the lesser of (x) the appraised
value of the related Mortgaged Property
determined in the appraisal used by the
originator at the time of origination of
such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a
sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section
4.01(a)(iii).
Lower-Tier REMIC: One of two separate REMICs comprising the
Trust
Estate, the assets of which consist of the
Mortgage Loans, such amounts as shall
from time to time be held in the
Certificate Account, the insurance policies, if
any, relating to a Mortgage Loan and
property which secured a Mortgage Loan and
which has been acquired by foreclosure or
deed in lieu of foreclosure.
Master Servicer: Wells Fargo Bank, or its successor in
interest.
Initially, the Master Servicer functions
shall be performed by the Corporate
Trust Services division of Wells Fargo
Bank.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly
to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage
(expressed as a per annum rate) of the
unpaid principal balance of such Mortgage
Loan.
Master Servicing Fee Rate: As set forth in Section 11.22.
Master Servicing
Officer: Any officer of the Master Servicer
involved in, or responsible for, the administration and master servicing of
the Mortgage Loans.
MERS: The Mortgage Electronic Registration Systems, Inc.
MERS Mortgage Loan: Any MOM Mortgage Loan or any other Mortgage
Loan
as to which MERS is (or is intended to be)
the mortgagee of record and as to
which a MIN has been assigned.
Mid-Month Receipt Period: With respect to each Distribution
Date,
the one month period beginning on the
Determination Date (or, in the case of the
first Distribution Date, from and including
the Cut-Off Date) occurring in the
calendar month preceding the month in which
such Distribution Date occurs and
ending on the day preceding the
Determination Date immediately preceding such
Distribution Date.
MIN: A MERS Mortgage Identification Number assigned to a
Mortgage
Loan registered under MERS.
MOM: A Mortgage Loan where the related Mortgage names MERS as
the
original mortgagee thereof, as to which a
MIN has been assigned, and which
Mortgage has not been assigned to any other
person.
Month End Interest: As defined in each Servicing Agreement.
Monthly Payment: As to any Mortgage Loan (including any REO
Mortgage
Loan) and any Due Date, the payment of
principal and interest due thereon in
accordance with the amortization schedule
at the time applicable thereto (after
adjustment for any Curtailments and
Deficient Valuations occurring prior to such
Due Date but before any adjustment to such
amortization schedule, other than for
Deficient Valuations, by reason of any
bankruptcy or similar proceeding or any
moratorium or similar waiver or grace
period).
Moody's: Moody's
Investors Service, Inc. or its successor in
interest.
Mortgage: The mortgage, deed of trust or other instrument creating
a
first lien on Mortgaged Property securing a
Mortgage Note together with any
Mortgage Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum
rate
at which interest accrues on the unpaid
principal balance thereof as set forth
in the related Mortgage Note, which rate is
as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Purchase Agreement: The mortgage loan purchase
agreement dated as of November 29, 2005
between Wells Fargo Bank, as seller, and
the Seller, as purchaser.
Mortgage Loan Rider: The standard Fannie Mae/Freddie Mac riders
to
the Mortgage Note and/or Mortgage riders
required when the Mortgaged Property is
a condominium unit or a unit in a planned
unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans
transferred
to the Trustee on the Closing Date as part
of the Trust Estate and attached
hereto as Exhibits F-1A, F-1B, F-2A, and
F-2B, which list may be amended
following the Closing Date upon conveyance
of a Substitute Mortgage Loan
pursuant to Section 2.02, 2.03 or 2.06 and
which list shall set forth at a
minimum the following information as of the
close of business on the Cut-Off
Date (or, with respect to Substitute
Mortgage Loans, as of the close of business
on the day of substitution) as to each
Mortgage Loan:
(i) the
Mortgage Loan identifying number;
(ii)
the city, state and zip code of the Mortgaged
Property;
(iii) the
type of property;
(iv)
the Mortgage Interest Rate;
(v) the Net
Mortgage Interest Rate;
(vi)
the Monthly Payment;
(vii) the
original number of months to maturity;
(viii) the
scheduled maturity date;
(ix)
the Cut-Off Date Principal Balance;
(x) the
Loan-to-Value Ratio at origination;
(xi)
whether such Mortgage Loan is a Subsidy Loan;
(xii)
whether such Mortgage Loan is covered by primary
mortgage insurance;
(xiii) the
applicable Servicing Fee Rate;
(xiv) the
Master Servicing Fee Rate;
(xv)
Fixed Retained Yield Rate, if applicable; and
(xvi) for
each Other Servicer Mortgage Loan, the name of
the Servicer with respect thereto.
Such schedule may consist of multiple reports that collectively
set
forth all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and
assigned
to the Trustee on the Closing Date pursuant
to Section 2.01(a) and any mortgage
loans substituted therefor pursuant to
Section 2.02, 2.03 or 2.06, in each case
as from time to time are included in the
Trust Estate as identified in the
Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness
evidencing
the indebtedness of a Mortgagor under a
Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which
may
include Co-op Shares or residential
long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation
Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan,
a
rate equal to (i) the Mortgage Interest
Rate on such Mortgage Loan minus (ii)
the sum of (a) the applicable Servicing Fee
Rate, as set forth in Section 11.21
with respect to such Mortgage Loan, (b) the
Master Servicing Fee Rate, as set
forth in Section 11.22 with respect to such
Mortgage Loan and (c) the Fixed
Retained Yield Rate, if any, with respect
to such Mortgage Loan. Any regular
monthly computation of interest at such
rate shall be based upon annual interest
at such rate on the applicable amount
divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net
of
any related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Group I or Group II
Mortgage
Loan, the lesser of (i) 1.00 and (ii) the
quotient obtained by dividing the Net
Mortgage Interest Rate for such Mortgage
Loan by 5.500%.
Non-PO Recovery: As to any Distribution Date and each Loan
Group,
the amount of all Recoveries for Group I
Mortgage Loans or Group II Mortgage
Loans, as applicable, received during the
Applicable Unscheduled Principal
Receipt Periods for such Distribution Date
less the Class I-A-PO Recovery and
Class II-A-PO Recovery, as applicable, for
such Distribution Date.
Nonrecoverable Advance: Any portion of a Periodic Advance
previously
made or proposed to be made in respect of a
Mortgage Loan which has not been
previously reimbursed to the Servicer, the
Master Servicer or the Trustee, as
the case may be, and which the Servicer,
the Master Servicer or the Trustee
determines will not, or in the case of a
proposed Periodic Advance would not, be
ultimately recoverable from Liquidation
Proceeds or other recoveries in respect
of the related Mortgage Loan. The
determination by the Servicer, the Master
Servicer or the Trustee (i) that it has
made a Nonrecoverable Advance or (ii)
that any proposed Periodic Advance, if
made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officer's
Certificate of the Servicer
delivered to the Master Servicer for
redelivery to the Trustee or, in the case
of a Master Servicer determination, an
Officer's Certificate of the Master
Servicer delivered to the Trustee, in each
case detailing the reasons for such
determination.
Non-Supported Interest Shortfall: For a Loan Group, with respect
to
any Distribution Date, the sum of (i) the
excess, if any, of the aggregate
Prepayment Interest Shortfall on the
Mortgage Loans of such Loan Group over the
aggregate Compensating Interest with
respect to the related Group for such
Distribution Date and (ii) Curtailment
Interest Shortfalls with respect to such
Distribution Date. With respect to each
Distribution Date occurring on or after
the applicable Subordination Depletion
Date, the Non-Supported Interest
Shortfall for a Loan Group determined
pursuant to the preceding sentence will be
increased by the amount of any applicable
Subordination Depletion Date Interest
Shortfall for the related Group for such
Distribution Date. Any Non-Supported
Interest Shortfall for a Loan Group will be
allocated to (a) the Group I-A
Certificates and Group II-A Certificates
according to the percentage obtained by
dividing the Group I-A Non-PO Principal
Balance or Group II-A Non-PO Principal
Balance, as applicable, by the Group I
Aggregate Non-PO Principal Balance or
Group II Aggregate Non-PO Principal
Balance, as applicable, and (b) the Group
I-B Certificates and Group II-B
Certificates according to the percentage
obtained by dividing the Group I-B
Principal Balance or Group II-B Principal
Balance, as applicable, by the Group I
Aggregate Non-PO Principal Balance or
Group II Aggregate Non-PO Principal
Balance, as applicable.
Non-U.S. Person: As defined in Section 4.01(g).
Notional Amount: The Class I-A-4 Notional Amount.
NYCEMA: A New York Consolidation, Extension and Modification
Agreement.
Officers' Certificate: With respect to any Person, a
certificate
signed by the Chairman of the Board, the
President or a Vice President, and by
the Treasurer, the Secretary or one of the
Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case
of a Person which is not a
corporation, signed by the person or
persons having like responsibilities), and
delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, who may be
outside
or salaried counsel for the Seller, a
Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the
Master Servicer, acceptable to the
Trustee if such opinion is to be delivered
to the Trustee; provided, however,
that with respect to REMIC matters, matters
relating to the determination of
Eligible Accounts or matters relating to
transfers of Certificates, such counsel
shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates of a Group and any
Distribution Date, an Optimal Adjustment Event
will occur with respect to such Class if:
(i) the Principal Balance of such
Class on the Determination Date succeeding
such Distribution Date would have
been reduced to zero (regardless of whether
such Principal Balance was reduced
to zero as a result of principal
distribution or the allocation of Realized
Losses) and (ii) (a) the Principal Balance
of any Class of Class A Non-PO
Certificates of the related Group would be
subject to further reduction as a
result of the third sentence of the
definition of Principal Balance or (b) the
Principal Balance of a Class of Class B
Certificates of such Group with a lower
numerical designation would be reduced with
respect to such Distribution Date as
a result of the application of the proviso
in the definition of Class I-B-1
Principal Balance, Class I-B-2 Principal
Balance, Class I-B-3 Principal Balance,
Class I-B-4 Principal Balance, Class I-B-5
Principal Balance Class I-B-6
Principal Balance, Class II-B-1 Principal
Balance, Class II-B-2 Principal
Balance, Class II-B-3 Principal Balance,
Class II-B-4 Principal Balance, Class
II-B-5 Principal Balance or Class II-B-6
Principal Balance.
Original Aggregate Non-PO Principal Balance: Either of the Group
I
Aggregate Non-PO Principal Balance or Group
II Aggregate Non-PO Principal
Balance as of the Cut-Off Date, as set
forth in Sections 11.07(a) and 11.07(b),
respectfully.
Original Class I-A-4 Notional Amount: The Original Class I-A-4
Notional Amount as set forth in Section
11.06(a).
Original Class I-B-1 Fractional Interest: As to the first
Distribution Date, the percentage obtained
by dividing the sum of the Original
Class I-B-2 Principal Balance, the Original
Class I-B-3 Principal Balance, the
Original Class I-B-4 Principal Balance, the
Original Class I-B-5 Principal
Balance and the Original Class I-B-6
Principal Balance by the Original Aggregate
Non-PO Principal Balance for Group I. The
Original Class I-B-1 Fractional
Interest is specified in Section
11.12(a).
Original Class I-B-2 Fractional Interest: As to the first
Distribution Date, the percentage obtained
by dividing the sum of the Original
Class I-B-3 Principal Balance, the Original
Class I-B-4 Principal Balance, the
Original Class I-B-5 Principal Balance and
the Original Class I-B-6 Principal
Balance by the Original Aggregate Non-PO
Principal Balance for Group I. The
Original Class I-B-2 Fractional Interest is
specified in Section 11.13(a).
Original Class I-B-3 Fractional Interest: As to the first
Distribution Date, the percentage obtained
by dividing the sum of the Original
Class I-B-4 Principal Balance, the Original
Class I-B-5 Principal Balance and
the Original Class I-B-6 Principal Balance
by the Original Aggregate Non-PO
Principal Balance for Group I. The Original
Class I-B-3 Fractional Interest is
specified in Section 11.14(a).
Original Class I-B-4 Fractional Interest: As to the first
Distribution Date, the percentage obtained
by dividing the sum of the Original
Class I-B-5 Principal Balance and the
Original Class I-B-6 Principal Balance by
the Original Aggregate Non-PO Principal
Balance for Group I. The Original Class
I-B-4 Fractional Interest is specified in
Section 11.15(a).
Original Class I-B-5 Fractional Interest: As to the first
Distribution Date, the percentage obtained
by dividing the Original Class I-B-6
Principal Balance by the Original Aggregate
Non-PO Principal Balance for Group
I. The Original Class I-B-5 Fractional
Interest is specified in Section
11.16(a).
Original Class I-B-1 Principal Balance: The Class I-B-1
Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.11.
Original Class I-B-2 Principal Balance: The Class I-B-2
Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.11.
Original Class I-B-3 Principal Balance: The Class I-B-3
Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.11.
Original Class I-B-4 Principal Balance: The Class I-B-4
Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.11.
Original Class I-B-5 Principal Balance: The Class I-B-5
Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.11.
Original Class I-B-6 Principal Balance: The Class I-B-6
Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.11.
Original Class II-B-1 Fractional Interest: As to the first
Distribution Date, the percentage obtained
by dividing the sum of the Original
Class II-B-2 Principal Balance, the
Original Class II-B-3 Principal Balance, the
Original Class II-B-4 Principal Balance,
the Original Class II-B-5 Principal
Balance and the Original Class II-B-6
Principal Balance by the Original
Aggregate Non-PO Principal Balance for
Group II. The Original Class II-B-1
Fractional Interest is specified in Section
11.12(b).
Original Class II-B-2 Fractional Interest: As to the first
Distribution Date, the percentage obtained
by dividing the sum of the Original
Class II-B-3 Principal Balance, the
Original Class II-B-4 Principal Balance, the
Original Class II-B-5 Principal Balance and
the Original Class II-B-6 Principal
Balance by the Original Aggregate Non-PO
Principal Balance for Group II. The
Original Class II-B-2 Fractional Interest
is specified in Section 11.13(b).
Original Class II-B-3 Fractional Interest: As to the first
Distribution Date, the percentage obtained
by dividing the sum of the Original
Class II-B-4 Principal Balance, the
Original Class II-B-5 Principal Balance and
the Original Class II-B-6 Principal Balance
by the Original Aggregate Non-PO
Principal Balance for Group II. The
Original Class II-B-3 Fractional Interest is
specified in Section 11.14(b).
Original Class II-B-4 Fractional Interest: As to the first
Distribution Date, the percentage obtained
by dividing the sum of the Original
Class II-B-5 Principal Balance and the
Original Class II-B-6 Principal Balance
by the Original Aggregate Non-PO Principal
Balance for Group II. The Original
Class II-B-4 Fractional Interest is
specified in Section 11.15(b).
Original Class II-B-5 Fractional Interest: As to the first
Distribution Date, the percentage obtained
by dividing the Original Class II-B-6
Principal Balance by the Original Aggregate
Non-PO Principal Balance for Group
II. The Original Class II-B-5 Fractional
Interest is specified in Section
11.16(b).
Original Class II-B-1 Principal Balance: The Class II-B-1
Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.11.
Original Class II-B-2 Principal Balance: The Class II-B-2
Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.11.
Original Class II-B-3 Principal Balance: The Class II-B-3
Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.11.
Original Class II-B-4 Principal Balance: The Class II-B-4
Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.11.
Original Class II-B-5 Principal Balance: The Class II-B-5
Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.11.
Original Class II-B-6 Principal Balance: The Class II-B-6
Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.11.
Original Group I Subordinated Principal Balance: The aggregate
of
the Principal Balances of the Group I-B
Certificates as of the Cut-Off Date, as
set forth in Section 11.09.
Original Group I-A Percentage: The Group I-A Percentage as of
the
Cut-Off Date, as set forth in Section
11.03.
Original Group II Subordinated Principal Balance: The aggregate
of
the Principal Balances of the Group II-B
Certificates as of the Cut-Off Date, as
set forth in Section 11.10.
Original Group II-A Percentage: The Group II-A Percentage as of
the
Cut-Off Date, as set forth in Section
11.04.
Original Notional
Amount: The Original Class I-A-4 Notional
Amount set forth in Section 11.06(a).
Original Principal Balance: Any of the Original Principal
Balances
of the Classes of Class A Certificates as
set forth in Section 11.05; the
Original Class I-B-1 Principal Balance,
Original Class I-B-2 Principal Balance,
Original Class I-B-3 Principal Balance,
Original Class I-B-4 Principal Balance,
Original Class I-B-5 Principal Balance,
Original Class I-B-6 Principal Balance,
Original Class II-B-1 Principal Balance,
Original Class II-B-2 Principal
Balance, Original Class II-B-3 Principal
Balance, Original Class II-B-4
Principal Balance, Original Class II-B-5
Principal Balance or Original Class
II-B-6 Principal Balance as set forth in
Section 11.11.
Other Servicer: Any of the Servicers other than Wells Fargo
Bank.
Other Servicer Mortgage Loan: Any of the Mortgage Loans, if
any,
identified in Exhibits F-2A and F-2B
hereto, as such Exhibits may be amended
from time to time in connection with a
substitution pursuant to Section 2.02,
2.03 or 2.06, which Mortgage Loan is
serviced under an Other Servicing
Agreement.
Other Servicing
Agreements: The
Servicing Agreements
other than
the Wells Fargo Bank Servicing
Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was
not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date
and which was not repurchased by the
Seller prior to such Due Date pursuant to
Section 2.02, 2.03 or 3.08.
Owner Mortgage Loan File: A file maintained by the Custodian
for
each Mortgage Loan that contains the
documents specified in Section 2.01(a) and
any additional documents required to be
added to the Owner Mortgage Loan File
pursuant to this Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by
a
Servicer prior to the Unscheduled Principal
Receipt Period in which the related
Mortgage Loan became a Liquidated Loan.
Partial Unscheduled
Principal Receipt: An
Unscheduled
Principal
Receipt which is not a Full Unscheduled
Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trustee to
make
distributions to Certificateholders with
respect to the Certificates and to
forward to Certificateholders the periodic
and annual statements required by
Section 4.04. The Paying Agent may be the
Trustee. The initial Paying Agent is
appointed in Section 4.03(b).
Payment Account:
The account maintained pursuant to Section
4.03(a).
Percentage Interest: With respect to a Class A Certificate
(other
than the Class I-A-4 Certificates) of a
Class, the undivided percentage interest
obtained by dividing the original principal
balance of such Certificate by the
Original Principal Balance of such Class of
Class A Certificates. With respect
to the Class I-A-4 Certificate, the
undivided percentage interest obtained by
dividing the original notional amount
evidenced by such Certificate by the
Original Class I-A-4 Notional Amount. With
respect to a Class B Certificate of a
Class, the undivided percentage interest
obtained by dividing the original
principal balance of such Certificate by
the Original Principal Balance of such
Class of Class B Certificates.
Periodic Advance: The aggregate of the advances required to be
made
by a Servicer on any Distribution Date
pursuant to its Servicing Agreement or by
the Master Servicer or the Trustee
hereunder, the amount of any such advances
being equal to the total of all Monthly
Payments (adjusted, in each case (i) in
respect of interest, to the applicable
Mortgage Interest Rate less the
applicable Servicing Fee in the case of
Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest
Rate in the case of Periodic Advances
made by the Master Servicer or Trustee and
(ii) by the amount of any related
Debt Service Reductions or reductions in
the amount of interest collectable from
the Mortgagor pursuant to the
Servicemembers Civil Relief Act, as it may be
amended from time to time, or similar
legislation or regulations then in effect)
on the Mortgage Loans, that (x) were
delinquent as of the close of business on
the related Determination Date, (y) were
not the subject of a previous Periodic
Advance by such Servicer or of a Periodic
Advance by the Master Servicer or the
Trustee, as the case may be and (z) have
not been determined by the Master
Servicer, such Servicer or Trustee to be
Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint
venture,
association, joint-stock company, trust,
unincorporated organization or
government or any agency or political
subdivision thereof.
Plan: As defined in Section 5.02(c).
PMI Advance: As defined in the related Servicing Agreement, if
applicable.
PO Fraction: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO
Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan,
zero.
PO Recoveries: Either of the Class I-A-PO Recoveries or the
Class
II-A-PO Recoveries.
Pool Balance (Non-PO Portion): Either of the Group I Pool
Balance
(Non-PO Portion) or Group II Pool Balance
(Non-PO Portion).
Pool Scheduled Principal Balance: Either of the Group I Pool
Scheduled Principal Balance or Group II
Pool Scheduled Principal Balance.
Prepayment In Full: With respect to any Mortgage Loan, a
Mortgagor
payment consisting of a Principal
Prepayment in the amount of the outstanding
principal balance of such loan and
resulting in the full satisfaction of such
obligation.
Prepayment Interest Shortfall: On any Distribution Date, the
amount
of interest, if any, that would have
accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net
Mortgage Interest Rate for such
Mortgage Loan from the date of its
Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable
Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the
date of the Prepayment in Full is on
or after the Determination Date in the
month prior to the month of such
Distribution Date and prior to the first
day of the month of such Distribution
Date) through the last day of the month
prior to the month of such Distribution
Date.
Prepayment Shift
Percentage:
As to any Distribution Date, the
percentage indicated below:
Prepayment
Shift
Distribution Date Occurring In
Percentage
------------------------------
----------
December 2005 through November
2010...........................
0%
December 2010 through November
2011............................
30%
December 2011 through November
2012............................
40%
December 2012 through November
2013............................
60%
December 2013 through November
2014............................
80%
December 2014 and
thereafter................................... 100%
Principal Adjustment: In the event that the Class I-B-1 Optimal
Principal Amount, Class I-B-2 Optimal
Principal Amount, Class I-B-3 Optimal
Principal Amount, Class I-B-4 Optimal
Principal Amount, Class I-B-5 Optimal
Principal Amount, Class I-B-6 Optimal
Principal Amount, Class II-B-1 Optimal
Principal Amount, Class II-B-2 Optimal
Principal Amount, Class II-B-3 Optimal
Principal Amount, Class II-B-4 Optimal
Principal Amount, Class II-B-5 Optimal
Principal Amount or Class II-B-6 Optimal
Principal Amount is calculated in
accordance with the proviso in such
definition with respect to any Distribution
Date, the Principal Adjustment for such
Class of Class B Certificates shall
equal the difference between (i) the amount
that would have been distributed to
such Class as principal in accordance with
Section 4.01(a)(i) for such
Distribution Date, calculated without
regard to such proviso and assuming there
are no Principal Adjustments for such
Distribution Date and (ii) the Adjusted
Principal Balance for such Class.
Principal Balance: As of the first Determination Date and as to
any
Class of Class A Certificates of a Group
(other than the Class I-A-4
Certificates), the Original Principal
Balance of such Class. As of any
subsequent Determination Date prior to the
applicable Subordination Depletion
Date and as to any Class of Class A
Certificates (other than the Class A-PO
Certificates), the Original Principal
Balance of such Class (increased in the
case of the Accrual Certificates by the
Accrual Distribution Amounts with
respect to prior Distribution Dates) less
the sum of all amounts previously
distributed in respect of such Class on
prior Distribution Dates (i) pursuant to
Paragraph third clauses (A)(1) and (B)(1)
of Section 4.01(a)(i), as applicable,
(ii) pursuant to the provisos in Paragraphs
first clause (A) and second clause
(A) of Section 4.01(a)(i) and (iii) as a
result of a Principal Adjustment. After
the applicable Subordination Depletion
Date, each such Principal Balance of a
Class of Class A Certificates (other than
the Class A-PO Certificates) of a
Group will also be reduced (if clause (a)
is greater than clause (b)) or
increased (if clause (a) is less than
clause (b)) on each Determination Date by
an amount equal to the product of the Group
I-A Loss Percentage or Group II-A
Loss Percentage, as applicable, of such
Class and the difference, if any,
between (a) the Group I Non-PO Principal
Balance or Group II Non-PO Principal
Balance, as applicable, as of such
Determination Date without regard to this
sentence and (b) the Group I Adjusted Pool
Amount (Non-PO Portion) or Group II
Adjusted Pool Amount (Non-PO Portion), as
applicable, for the preceding
Distribution Date; provided, however, that
the amount of any such reduction for
the Class I-A-1 and Class I-A-5
Certificates will be decreased by the Class
I-A-2 Loss Allocation Amount, the amount of
any such reduction for the Class
I-A-3 Certificates will be decreased by the
Class I-A-8 Loss Allocation Amount,
the amount of any such reduction for the
Class I-A-6 Certificates will be
decreased by the Class I-A-7 Loss
Allocation Amount and the amount of any such
reduction for the Class II-A-1 Certificates
will be decreased by the Class
II-A-2 Loss Allocation Amount. After the
applicable Subordination Depletion
Date, the Principal Balance for the Class
I-A-2 Certificates will additionally
be reduced by the Class I-A-2 Loss
Allocation Amount, the Principal Balance for
the Class I-A-8 Certificates will
additionally be reduced by the Class I-A-8
Loss Allocation Amount, the Principal
Balance for the Class I-A-7 Certificates
will additionally be reduced by the Class
I-A-7 Loss Allocation Amount and the
Principal Balance for the Class II-A-2
Certificates will additionally be reduced
by the Class II-A-2 Loss Allocation Amount.
In addition, any increase allocated
to the Class I-A-1 and Class I-A-5
Certificates pursuant to the third sentence
above will instead increase the Principal
Balances of the Class I-A-2
Certificates, any increase allocated to the
Class I-A-3 Certificates pursuant to
the third sentence above will instead
increase the Principal Balances of the
Class I-A-8 Certificates, any increase
allocated to the Class I-A-6 Certificates
pursuant to the third sentence above will
instead increase the Principal
Balances of the Class I-A-7 Certificates
and any increase allocated to the Class
II-A-1 Certificates pursuant to the third
sentence above will instead increase
the Principal Balances of the Class II-A-2
Certificates. In no case, however,
will the Principal Balance of the Class
I-A-2 Certificates be reduced by more
than $7,000,000 as a result of Class I-A-1
Loss Amounts or by more than
$6,000,000 as a result of Class I-A-5 Loss
Amounts.
As of any subsequent Determination Date and as to the Class
I-A-PO
and Class II-A-PO Certificates, the
Original Principal Balance of such Class
less the sum of all amounts previously
distributed in respect of the Class
I-A-PO Certificates on prior Distribution
Dates pursuant to Paragraph third
clause (A)(2) of Section 4.01(a)(i), or all
amounts previously distributed in
respect of the Class II-A-PO Certificates
on prior Distribution Dates pursuant
to Paragraph third clause (B)(2) of Section
4.01(a)(i), as applicable. The
Principal Balance of such Class A-PO
Certificate will also be reduced (if clause
(x) is greater than clause (y)) or
increased (if clause (x) is less than clause
(y)) on each Determination Date by the
difference, if any, between (x) the
Principal Balance of such Class A-PO
Certificate as of such Determination Date
without regard to this sentence and (y) the
Group I Adjusted Pool Amount (PO
Portion) or Group II Adjusted Pool Amount
(PO Portion), as applicable, for the
preceding Distribution Date.
The Class I-A-4 Certificates are interest only Certificates and
have
no Principal Balance.
As to the Class B Certificates, the Class I-B-1 Principal
Balance,
Class I-B-2 Principal Balance, Class I-B-3
Principal Balance, Class I-B-4
Principal Balance, Class I-B-5 Principal
Balance, Class I-B-6 Principal Balance,
the Class II-B-1 Principal Balance, Class
II-B-2 Principal Balance, Class II-B-3
Principal Balance, Class II-B-4 Principal
Balance, Class II-B-5 Principal
Balance or Class II-B-6 Principal Balance,
respectively.
Notwithstanding the foregoing, no Principal Balance of a Class
will
be increased on any Determination Date such
that the Principal Balance of such
Class exceeds its Original Principal
Balance (plus any Accrual Distribution
Amounts previously added to the Principal
Balance of the Accrual Certificates)
less all amounts previously distributed in
respect of such Class on prior
Distribution Dates pursuant to Paragraph
third clauses (A)(1) or (B)(1) of
Section 4.01(a)(i), Paragraph third clauses
(A)(2) or (B)(2) of Section
4.01(a)(i), or Paragraphs seventh, tenth,
thirteenth, sixteenth, nineteenth or
twenty-second of Section 4.01(a)(i).
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan
which
is received in advance of its Due Date and
is not accompanied by an amount
representing scheduled interest for any
period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution
Date,
the calendar month preceding the month in
which such Distribution Date occurs.
Priority Amount: For any Distribution Date, means the sum of (A)
the
product of (1) the Priority Percentage, (2)
the Shift Percentage and (3) the
Scheduled Principal Amount and (B) the
product of (1) the Priority Percentage,
(2) the Prepayment Shift Percentage and (3)
the Unscheduled Principal Amount.
Priority Percentage: The sum of the Principal Balances of the
Class
I-A-1 and Class I-A-2 Certificates divided
by the Pool Balance (Non-PO Portion)
for Loan Group I.
Prohibited Transaction
Tax: Any tax imposed under Section 860F of
the Code.
Prospectus: The prospectus dated November 23, 2005 as
supplemented
by the prospectus supplement dated November
23, 2005, relating to the Class A,
Class I-B-1, Class I-B-2, Class I-B-3,
Class II-B-1, Class II-B-2 and Class
II-B-3 Certificates.
Prudent Servicing Practices: The standard of care set forth in
each
Servicing Agreement.
Rate Determination Date: As to any Distribution Date and any
Class
of LIBOR Certificates, the second LIBOR
Business Day preceding the 25th day of
the month preceding the month in which such
Distribution Date occurs.
Rating Agency: Any nationally recognized statistical credit
rating
agency, or its successor, that rated one or
more Classes of the Certificates at
the request of the Seller at the time of
the initial issuance of the
Certificates. The Rating Agencies for the
Class A Certificates (other than the
Class I-A-R Certificates) are Fitch,
Moody's and S&P. The Rating Agencies for
the Class I-A-R Certificates are Fitch and
S&P. The Rating Agency for the Class
I-B-1, Class I-B-2, Class I-B-3, Class
I-B-4, Class I-B-5, Class II-B-1, Class
II-B-2, Class II-B-3 and Class II-B-4
Certificates is Fitch. The Rating Agency
for the Class II-B-5 Certificates is
S&P. If any such agency or a successor is
no longer in existence, "Rating Agency"
shall be such statistical credit rating
agency, or other comparable Person,
designated by the Seller, notice of which
designation shall be given to the Trustee
and the Master Servicer. References
herein to the highest short-term rating
category of a Rating Agency shall mean
A-1 in the case of S&P, P-1 in the case
of Moody's, F-1+ in the case of Fitch,
and in the case of any other Rating Agency
shall mean its equivalent of such
ratings. References herein to the highest
long-term rating categories of a
Rating Agency shall mean AAA in the case of
S&P and Fitch and Aaa in the case of
Moody's, and in the case of any other
Rating Agency shall mean its equivalent of
such ratings without any plus or minus.
Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses incurred on
Liquidated Loans for which the Liquidation
Proceeds were received during the
Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled
Principal Receipts with respect to such
Distribution Date and (ii) Bankruptcy
Losses incurred during the period
corresponding to the Applicable Unscheduled
Principal Receipt Period with
respect to Full Unscheduled Principal
Receipts for such Distribution Date.
Record Date: For (i) the Class I-A-3 and Class I-A-4
Certificates,
the Business Day preceding the related
Distribution Date and (ii) all other
Certificates, the last Business Day of the
month preceding the month of the
related Distribution Date.
Recovery: Any amount
received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a
Liquidated Loan.
Reimbursement Amount: As defined in Section 2.03(c).
Relief Act Shortfall: Any interest shortfalls arising as a result
of
the reduction in the amount of monthly
interest payments on any Mortgage Loans
as a result of the application of the
Servicemembers Civil Relief Act, as it may
be amended from time to time, or comparable
state legislation. Any Relief Act
Shortfall will be allocated to (a) the
Group I-A Certificates and Group II-A
Certificates according to the percentage
obtained by dividing the Group I-A
Non-PO Principal Balance or Group II-A
Non-PO Principal Balance, as applicable,
by the Group I Aggregate Non-PO Principal
Balance or Group II Aggregate Non-PO
Principal Balance, as applicable, and (b)
the Group I-B Certificates and Group
II-B Certificates according to the
percentage obtained by dividing the Group I-B
Principal Balance or Group II-B Principal
Balance, as applicable, by the Group I
Aggregate Non-PO Principal Balance or Group
II Aggregate Non-PO Principal
Balance, as applicable.
REMIC: A "real estate mortgage investment conduit" as defined
in
Code Section 860D. The Reserve Fund and the
Yield Maintenance Agreement are not
assets of either REMIC.
REMIC Provisions: Provisions of the federal income tax law
relating
to REMICs, which appear at Sections 860A
through 860G of Part IV of Subchapter M
of Chapter 1 of Subtitle A of the Code, and
related provisions, and U.S.
Department of the Treasury temporary,
proposed or final regulations promulgated
thereunder, as the foregoing are in effect
(or with respect to proposed
regulations, are proposed to be in effect)
from time to time.
Remittance Date: As defined in each of the Servicing
Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated
Loan
and as to which the indebtedness evidenced
by the related Mortgage Note is
discharged and the related Mortgaged
Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage
Loan
(including, without limitation, proceeds
from the rental of the related
Mortgaged Property).
Request for Release: A request for release (which may be in
electronic form) in substantially the form
attached as Exhibit G hereto.
Reserve Fund: The trust account created and maintained by the
Trustee pursuant to Section 4.08 which
shall be entitled the "Reserve Account,
Wachovia Bank, National Association, as
Trustee, in trust for registered Holders
of the Class I-A-3 Certificates of the
Wells Fargo Mortgage Backed Securities
2005-14 Trust" and which must be an
Eligible Account. Amounts on deposit in the
Reserve Account shall not be invested. The
Reserve Account shall not be an asset
of any REMIC formed under this
Agreement.
Responsible Officer: When used with respect to the Trustee, the
Chairman or Vice-Chairman of the Board of
Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing
Committee of the Board of Directors
or Trustees, the President, the Chairman of
the Committee on Trust Matters, any
Vice President, the Secretary, any
Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any
Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and
any Assistant Controller or any
other officer of the Trustee customarily
performing functions similar to those
performed by any of the above-designated
officers and also, with respect to a
particular matter, any other officer to
whom such matter is referred because of
such officer's knowledge of and familiarity
with the particular subject.
Retained Mortgage Loan File: A file maintained by Wells Fargo
Bank
prior to any Document Transfer Event for
each Mortgage Loan that contains the
documents specified in Section 2.01(b) and
any additional documents required to
be added to the Retained Mortgage Loan File
pursuant to this Agreement.
Rule 144A: Rule 144A promulgated under the Securities Act of
1933,
as amended.
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies,
Inc., or its successor in interest.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of
such Mortgage Loan as of the Due
Date in the month preceding the month of
such Distribution Date as specified in
the amortization schedule at the time
relating thereto (before any adjustment to
such amortization schedule by reason of any
bankruptcy (other than Deficient
Valuations) or similar proceeding or any
moratorium or similar waiver or grace
period) after giving effect to (A)
Unscheduled Principal Receipts received or
applied by the applicable Servicer during
the related Unscheduled Principal
Receipt Period for each applicable type of
Unscheduled Principal Receipt related
to the Distribution Date occurring in the
month preceding such Distribution
Date, (B) Deficient Valuations incurred
prior to such Due Date and (C) the
payment of principal due on such Due Date
and irrespective of any delinquency in
payment by the related Mortgagor.
Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a
Liquidated Loan at any time through the last
day of such related Unscheduled Principal
Receipt Period shall be zero.
Seller: Wells Fargo Asset Securities Corporation, or its
successor
in interest.
Servicer Mortgage Loan File: As defined in each of the
Servicing
Agreements.
Servicers: Each of Wells Fargo Bank, Arvest Mortgage Company
and
Colonial Savings, F.A., as a Servicer under
the related Servicing Agreement.
Initially the servicing functions performed
by Wells Fargo Bank shall be
performed by the Wells Fargo Home Mortgage
division of Wells Fargo Bank.
Servicing Agreements: Each of the Servicing Agreements executed
with
respect to a portion of the Mortgage Loans
by one of the Servicers, which
agreements are attached hereto,
collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its
Servicing Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth
in
Section 11.21.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and
servicing of the Mortgage Loans.
Shift Percentage: As to any Distribution Date, the percentage
indicated below:
Shift
Distribution Date Occurring In
Percentage
------------------------------
----------
December 2005 through November
2010...........................
0%
December 2010 and
thereafter..................................
100%
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences
the
smallest permissible Denomination for such
Class, as set forth in Section 11.20.
Startup Day: As defined in Section 2.05.
Subordination Depletion Date: With respect to each Group, the
Distribution Date preceding the first
Distribution Date on which each of the
Group I-A Percentage and Group II-A
Percentage, as applicable, (in each case,
determined pursuant to clause (ii) of the
definition thereof) equals or exceeds
100%.
Subordination Depletion Date Interest Shortfall: With respect to
any
Distribution Date that occurs on or after
the applicable Subordination Depletion
Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment
in Full or Curtailment):
(A) in the case
where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer on or after the
Determination Date in the month preceding the month of such
Distribution Date but prior to the first day of the month of
such Distribution Date, the amount of interest that would have
accrued at the Net Mortgage Interest Rate on the amount of
such Unscheduled Principal Receipt from the day of its receipt
or, if earlier, its application by the Servicer through the
last day of the month preceding the month of such Distribution
Date; and
(B) in the case
where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer during the month
preceding the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest
Rate on the amount of such Unscheduled Principal Receipt from
the day of its receipt or, if earlier, its application by the
Servicer through the last day of the month in which such
Unscheduled Principal Receipt is received.
Subsidy Account: If the Trust Estate contains any Subsidy Loans,
the
deposit account or accounts created and
maintained by the Servicer for deposit
of Subsidy Funds and amounts payable under
interest subsidy agreements relating
to mortgage loans other than the Mortgage
Loans.
Subsidy Funds: If the Trust Estate contains any Subsidy Loans,
funds
contributed by the employer of a Mortgagor
in order to reduce the payments
required from the Mortgagor for a specified
period in specified amounts.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the
monthly interest payments made by the
related Mortgagor will be less than the
scheduled monthly interest payments on
such Mortgage Loan, with the resulting
difference in interest payments being
provided by the employer of the
Mortgagor.
Substitute Mortgage Loan: As defined in Section 2.02.
Substitution Principal Amount: With respect to any Mortgage
Loan
substituted in accordance with Section 2.02
or pursuant to Section 2.03 or 2.06,
the excess of (x) the unpaid principal
balance of the Mortgage Loan which is
substituted for over (y) the unpaid
principal balance of the Substitute Mortgage
Loan, each balance being determined as of
the date of substitution.
Trust: The corpus of the trust created by this Agreement.
Trust Estate: The corpus of the Trust, consisting of the
Mortgage
Loans (other than any Fixed Retained
Yield), such amounts as may be held from
time to time in the Certificate Account
(other than any Fixed Retained Yield) or
the Reserve Fund, the rights of the Trustee
to receive the proceeds of all
insurance policies and performance bonds,
if any, required to be maintained
hereunder or under the related Servicing
Agreement, property which secured a
Mortgage Loan and which has been acquired
by foreclosure or deed in lieu of
foreclosure, the Trustee's rights under the
Yield Maintenance Agreement and all
other property and rights described in the
first paragraph of Section 2.01(a).
Trustee: Wachovia Bank, National Association, a national
banking
association with its principal office
located in Charlotte, North Carolina, or
any successor trustee appointed as herein
provided.
Type 1 Mortgage Loan: Any of the Group I Mortgage Loans
identified
in Exhibit F-1A hereto and any of the Group
II Mortgage Loans identified in
Exhibit F-1B hereto, as such Exhibits may
be amended from time to time in
connection with a substitution pursuant to
Section 2.02, 2.03 or 2.06, serviced
under the Wells Fargo Bank Servicing
Agreement and having a Mid-Month Receipt
Period with respect to all types of
Unscheduled Principal Receipts.
Uncertificated Lower-Tier Interest: Any of the Class I-A-L1
Interest, the Class I-A-L3 Interest, the
Class I-A-LPO Interest, the Class
I-A-LUR Interest, the Class II-A-L1
Interest, the Class II-A-LPO Interest, the
Class I-B-L1 Interest, the Class I-B-L2
Interest, the Class I-B-L3 Interest, the
Class I-B-L4 Interest, the Class I-B-L5
Interest, the Class I-B-L6 Interest, the
Class II-B-L1 Interest, the Class II-B-L2
Interest, the Class II-B-L3 Interest,
the Class II-B-L4 Interest, the Class
II-B-L5 Interest and the Class II-B-L6
Interest.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class I-B-1 Unpaid Interest
Shortfall, the Class I-B-2 Unpaid
Interest Shortfall, the Class I-B-3 Unpaid
Interest Shortfall, the Class I-B-4
Unpaid Interest Shortfall, the Class I-B-5
Unpaid Interest Shortfall, the Class
I-B-6 Unpaid Interest Shortfall, Class
II-B-1 Unpaid Interest Shortfall, the
Class II-B-2 Unpaid Interest Shortfall, the
Class II-B-3 Unpaid Interest
Shortfall, the Class II-B-4 Unpaid Interest
Shortfall, the Class II-B-5 Unpaid
Interest Shortfall and the Class II-B-6
Unpaid Interest Shortfall.
Unscheduled Principal Receipt: Any Principal Prepayment or
other
recovery of principal on a Mortgage Loan,
including, without limitation,
Liquidation Proceeds, Net REO Proceeds,
Recoveries and proceeds received from
any condemnation award or proceeds in lieu
of condemnation other than that
portion of such proceeds released to the
Mortgagor in accordance with the terms
of the Mortgage or Prudent Servicing
Practices, but excluding any Liquidation
Profits and proceeds of a repurchase of a
Mortgage Loan by the Seller and any
Substitution Principal Amounts.
Un
