EXHIBIT 4
-------------------------------------------------------------------
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 April 27, 2005
$1,693,579,077.39
Mortgage Pass-Through Certificates
Series 2005-AR9
-----------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01
Definitions......................................................
Section 1.02 Acts of
Holders..................................................
Section 1.03 Effect of Headings and Table of
Contents.........................
Section 1.04 Benefits of
Agreement............................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage
Loans.....................................
Section 2.02 Acceptance by
Custodian..........................................
Section 2.03 Representations and Warranties of
the Master Servicer and
the
Seller......................................................
Section 2.04 Execution and Delivery of
Certificates...........................
Section 2.05 Designation of Certificates;
Designation of Startup Day
and Latest Possible Maturity
Date...............................
Section 2.06 Optional Substitution of Mortgage
Loans..........................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate
Account..............................................
Section 3.02 Permitted Withdrawals from the
Certificate Account...............
Section 3.03 Advances by Master Servicer and
Trustee..........................
Section 3.04 Custodian to Cooperate; Release of
Owner Mortgage Loan
Files and Retained Mortgage Loan
Files..........................
Section 3.05 Reports to the Trustee; Annual
Compliance Statements.............
Section 3.06 Title, Management and Disposition
of Any REO Mortgage
Loan............................................................
Section 3.07 Amendments to Servicing
Agreements,
Modification of Standard
Provisions.............................
Section 3.08 Oversight of
Servicing...........................................
Section 3.09 Termination and Substitution of
Servicing Agreements.............
Section 3.10 Application of Net Liquidation
Proceeds..........................
Section 3.11 Exchange Act
Reports.............................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01
Distributions....................................................
Section 4.02 Allocation of Realized
Losses....................................
Section 4.03 Paying
Agent.....................................................
Section 4.04 Statements to
Certificateholders;
Reports to the Trustee and the
Seller...........................
Section 4.05 Reports to Mortgagors and the
Internal Revenue Service...........
Section 4.06 Calculation of Amounts; Binding
Effect of Interpretations
and Actions of Master
Servicer..................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates.................................................
Section 5.02 Registration of
Certificates.....................................
Section 5.03 Mutilated, Destroyed, Lost or
Stolen Certificates................
Section 5.04 Persons Deemed
Owners............................................
Section 5.05 Access to List of
Certificateholders' Names and Addresses........
Section 5.06 Maintenance of Office or
Agency..................................
Section 5.07 Definitive
Certificates..........................................
Section 5.08 Notices to Clearing
Agency.......................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the
Master Servicer..................
Section 6.02 Merger or Consolidation of the
Seller or the Master
Servicer........................................................
Section 6.03 Limitation on Liability of the
Seller, the Master
Servicer and
Others.............................................
Section 6.04 Resignation of the Master
Servicer...............................
Section 6.05 Compensation to the Master
Servicer..............................
Section 6.06 Assignment or Delegation of Duties
by Master Servicer............
Section 6.07 Indemnification of Trustee and
Seller by Master Servicer.........
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default................................................
Section 7.02 Other Remedies of
Trustee........................................
Section 7.03 Directions by Certificateholders
and
Duties of Trustee During Event of
Default.......................
Section 7.04 Action upon Certain Failures of
the
Master Servicer and upon Event of
Default.......................
Section 7.05 Trustee to Act; Appointment of
Successor.........................
Section 7.06 Notification to
Certificateholders...............................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of
Trustee................................................
Section 8.02 Certain Matters Affecting the
Trustee............................
Section 8.03 Trustee Not Required to Make
Investigation.......................
Section 8.04 Trustee Not Liable for
Certificates or Mortgage Loans............
Section 8.05 Trustee May Own
Certificates.....................................
Section 8.06 The Master Servicer to Pay Fees
and Expenses.....................
Section 8.07 Eligibility
Requirements.........................................
Section 8.08 Resignation and
Removal..........................................
Section 8.09
Successor........................................................
Section 8.10 Merger or
Consolidation..........................................
Section 8.11 Authenticating
Agent.............................................
Section 8.12 Separate Trustees and
Co-Trustees................................
Section 8.13 Tax Matters; Compliance with REMIC
Provisions....................
Section 8.14 Monthly
Advances.................................................
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by
the
Seller or Liquidation of All Mortgage
Loans.....................
Section 9.02 Additional Termination
Requirements..............................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01
Amendment........................................................
Section 10.02 Recordation of
Agreement.........................................
Section 10.03 Limitation on Rights of
Certificateholders.......................
Section 10.04 Governing Law;
Jurisdiction......................................
Section 10.05
Notices..........................................................
Section 10.06 Severability of
Provisions.......................................
Section 10.07 Special Notices to Rating
Agencies...............................
Section 10.08 Covenant of
Seller...............................................
Section 10.09
Recharacterization...............................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Cut-Off
Date.....................................................
Section 11.02 Cut-Off Date Aggregate
Principal Balance.........................
Section 11.03 Original Group
Percentage........................................
Section 11.04 Original Principal Balances
of the Classes of Class A
Certificates....................................................
Section 11.05
Reserved.........................................................
Section 11.06 Original Aggregate
Subordinated Percentage.......................
Section 11.07 Original Class B Principal
Balance...............................
Section 11.08 Original Principal Balances
of the Classes of Class B
Certificates....................................................
Section 11.09 Original Class B-1 Fractional
Interest...........................
Section 11.10 Original Class B-2 Fractional
Interest...........................
Section 11.11 Original Class B-3 Fractional
Interest...........................
Section 11.12 Original Class B-4 Fractional
Interest...........................
Section 11.13 Original Class B-5 Fractional
Interest...........................
Section 11.14 Closing
Date.....................................................
Section 11.15 Right to
Purchase................................................
Section 11.16 Wire Transfer
Eligibility........................................
Section 11.17 Single
Certificate...............................................
Section 11.18 Servicing Fee
Rate...............................................
Section 11.19 Master Servicing Fee
Rate........................................
SCHEDULE I
-
Applicable Unscheduled Principal Receipt Period
<PAGE>
EXHIBITS
--------
EXHIBIT A-I-A-1
-
Form of Face of Class I-A-1 Certificate
EXHIBIT A-I-A-2
-
Form of Face of Class I-A-2 Certificate
EXHIBIT A-II-A-1
-
Form of Face of Class II-A-1 Certificate
EXHIBIT A-II-A-2
-
Form of Face of Class II-A-2 Certificate
EXHIBIT A-II-A-R
-
Form of Face of Class II-A-R Certificate
EXHIBIT A-II-A-LR -
Form
of Face of Class II-A-LR Certificate
EXHIBIT A-III-A-1 -
Form
of Face of Class III-A-1 Certificate
EXHIBIT A-III-A-2 -
Form
of Face of Class III-A-2 Certificate
EXHIBIT A-IV-A-1
-
Form of Face of Class IV-A-1 Certificate
EXHIBIT A-IV-A-2
-
Form of Face of Class IV-A-2 Certificate
EXHIBIT B-1
-
Form of Face of Class B-1 Certificate
EXHIBIT B-2
-
Form of Face of Class B-2 Certificate
EXHIBIT B-3
-
Form of Face of Class B-3 Certificate
EXHIBIT B-4
-
Form of Face of Class B-4 Certificate
EXHIBIT B-5
-
Form of Face of Class B-5 Certificate
EXHIBIT B-6
-
Form of Face of Class B-6 Certificate
EXHIBIT C
-
Form of Reverse of Series 2005-AR9 Certificates
EXHIBIT D
-
Reserved
EXHIBIT E
-
Custodial Agreement
EXHIBIT F-1A
-
Schedule of Wells Fargo Mortgage Loans in Loan
Group I
EXHIBIT F-1B
-
Schedule of Wells Fargo Mortgage Loans in Loan
Group II
EXHIBIT F-1C
-
Schedule of Wells Fargo Mortgage Loans in Loan
Group III
EXHIBIT F-1D
-
Schedule of Wells Fargo Mortgage Loans in Loan
Group IV
EXHIBIT F-2A
-
Schedule of Other Servicer Mortgage Loans in
Loan Group I
EXHIBIT F-2B
-
Schedule of Other Servicer Mortgage Loans in
Loan Group II
EXHIBIT F-2C
-
Schedule of Other Servicer Mortgage Loans in
Loan Group III
EXHIBIT F-2D
-
Schedule of Other Servicer Mortgage Loans in
Loan Group IV
EXHIBIT G
-
Request for Release
EXHIBIT H
-
Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and
for Non-ERISA Investors
EXHIBIT I
-
Letter from Transferor of Residual Certificates
EXHIBIT J
-
Transferee's Letter (Class [B-4] [B-5] [B-6]
Certificates)
EXHIBIT K
-
List of Recordation States
EXHIBIT L
-
Servicing Agreements
EXHIBIT M
-
Form of Special Servicing Agreement
EXHIBIT N
-
Form of Initial
Certification of the Custodian
EXHIBIT O
-
Form of Final Certification of the Custodian
EXHIBIT P
-
Form of Sarbanes-Oxley Certification
EXHIBIT Q
-
Schedule of Pledged Asset Mortgage Loans
<PAGE>
This Pooling and Servicing Agreement, dated as of April 27,
2005
executed by WELLS FARGO ASSET SECURITIES
CORPORATION, as Seller, WELLS FARGO
BANK, N.A., as Master Servicer, and
WACHOVIA BANK, NATIONAL ASSOCIATION, as
Trustee.
W I T N E S S E T H T
H A T:
- - - - - - - - - - -
- - -
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer and the Trustee
agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used herein, the following words and phrases, unless
the
context otherwise requires, shall have the
meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary
and usual master servicing practices
of prudent master servicing institutions
which master service mortgage loans
of the same type as the Mortgage Loans in
the jurisdictions in which the
related Mortgaged Properties are located,
regardless of the date upon which
the related Mortgage Loans were
originated.
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater
of (A) zero and (B) (i) the
Principal Balance of such Class with
respect to such Distribution Date minus
(ii) the Adjustment Amount for such
Distribution Date less the Principal
Balances for any Classes of Class B
Certificates with higher numerical
designations.
Adjustment Amount: For any Distribution Date, the difference
between (A) the sum of the Aggregate Class
A Principal Balance and the
Class B Principal Balance as of the related
Determination Date and (B) the
sum of (i) the sum of the Aggregate Class A
Principal Balance and the Class B
Principal Balance as of the Determination
Date succeeding such Distribution
Date and (ii) the aggregate amount that
would have been distributed to all
Classes as principal in accordance with
Section 4.01(a)(i) for such
Distribution Date without regard to the
provisos in the definitions of
Class B-1 Optimal Principal Amount, Class
B-2 Optimal Principal Amount,
Class B-3 Optimal Principal Amount, Class
B-4 Optimal Principal Amount,
Class B-5 Optimal Principal Amount and
Class B-6 Optimal Principal Amount.
Adjustment Date: As to each Mortgage Loan, the Due Date on
which
date an adjustment to the Mortgage Interest
Rate of such Mortgage Loan
becomes effective under the related
Mortgage Note, which Due Date is the date
set forth in the Mortgage Loan Schedule as
the first Adjustment Date and each
subsequent anniversary thereof.
Aggregate Adjusted Pool Amount: With respect to any
Distribution
Date, the sum of the Group I Adjusted Pool
Amount, Group II Adjusted Pool
Amount, Group III Adjusted Pool Amount and
Group IV Adjusted Pool Amount.
Aggregate Class A Principal Balance: With respect to any
Determination Date, the sum of the Group
I-A Principal Balance, Group II-A
Principal Balance, Group III-A Principal
Balance and Group IV-A Principal
Balance.
Aggregate Class A Percentage: With respect to any Distribution
Date, the percentage, the numerator of
which is the Aggregate Class A
Principal Balance prior to giving effect to
any distributions on such
Distribution Date, and the denominator of
which is the sum of the Pool
Balances for each Loan Group on the first
day of the month preceding the
month of such Distribution Date.
Aggregate Group I-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the
sum of the Class A Unpaid Interest
Shortfalls for the Group I-A
Certificates.
Aggregate Group II-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the
sum of the Class A Unpaid Interest
Shortfalls for the Group II-A
Certificates.
Aggregate Group III-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the
sum of the Class A Unpaid Interest
Shortfalls for the Group III-A
Certificates.
Aggregate Group IV-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the
sum of the Class A Unpaid Interest
Shortfalls for the Group IV-A
Certificates.
Aggregate Principal Balance: As of any Determination Date, the
sum of the Group I-A Principal Balance, the
Group II-A Principal Balance, the
Group III-A Principal Balance, the Group
IV-A Principal Balance and the Class
B Principal Balance as of such date.
Aggregate Subordinated Percentage: As to any Determination
Date,
the difference between 100% and the
Aggregate Class A Percentage.
Agreement: This Pooling and Servicing Agreement and all
amendments and supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect
to
the Mortgage Loans serviced by each
Servicer and each of the Full Unscheduled
Principal Receipts and Partial Unscheduled
Principal Receipts, the
Unscheduled Principal Receipt Period
specified on Schedule I hereto.
Apportioned Class B Principal Distribution Amount: As to any
Distribution Date and any Class of Class B
Certificates, the product of (i)
the applicable Class B Principal
Distribution Amount and (ii) the
Apportionment Fraction for such Class.
Apportionment Fraction: As to any Class of Class B Certificates
and any Distribution Date occurring prior
to the Subordination Depletion Date
and on or after the Distribution Date on
which the Principal Balance of each
Class of one Group has been reduced to
zero, a fraction, the numerator of
which is the portion of the Class B Loan
Group Optimal Principal Amounts
represented by clauses (ii) and (iii) of
the definition thereof (other than
Liquidation Proceeds that are not partial
Liquidation Proceeds) for which the
corresponding Class A Certificates are no
longer outstanding and the
denominator of which is the applicable
Class B Optimal Principal Amount
without regard to the proviso thereto.
Authenticating Agent: Any authenticating agent appointed by the
Trustee pursuant to Section 8.11. There
shall initially be no Authenticating
Agent for the Certificates.
Available Master Servicer Compensation: With respect to any
Distribution Date, the sum of (a) the
Master Servicing Fee for such
Distribution Date, (b) interest earned
through the business day preceding the
applicable Distribution Date on any
Prepayments in Full remitted to the
Master Servicer and (c) the aggregate
amount of Month End Interest remitted
by the Servicers to the Master Servicer
pursuant to the related Servicing
Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction;
provided, however, that a Bankruptcy
Loss shall not be deemed a Bankruptcy Loss
hereunder so long as the
applicable Servicer has notified the Master
Servicer and the Trustee in
writing that such Servicer is diligently
pursuing any remedies that may exist
in connection with the representations and
warranties made regarding the
related Mortgage Loan and either (A) the
related Mortgage Loan is not in
default with regard to payments due
thereunder or (B) delinquent payments of
principal and interest under the related
Mortgage Loan and any premiums on
any applicable primary hazard insurance
policy and any related escrow
payments in respect of such Mortgage Loan
are being advanced on a current
basis by such Servicer without giving
effect to any Debt Service Reduction.
Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such
Book-Entry Certificate, as
reflected on the books of the Clearing
Agency, or on the books of a Person
maintaining an account with such Clearing
Agency (directly or as an indirect
participant, in accordance with the rules
of such Clearing Agency), as the
case may be.
Book-Entry Certificate: Any one of the Class I-A-1
Certificates,
Class I-A-2 Certificates, Class II-A-1
Certificates, Class II-A-2
Certificates, Class III-A-1 Certificates,
Class III-A-2 Certificates, Class
IV-A-1 Certificates, Class IV-A-2
Certificates, Class B-1 Certificates, Class
B-2 Certificates and Class B-3
Certificates, beneficial ownership and
transfers of which shall be evidenced by,
and made through, book entries by
the Clearing Agency as described in Section
5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or
(ii) a legal holiday in the City of New
York, State of Iowa, State of
Maryland, State of Minnesota or State of
North Carolina or (iii) a day on
which banking institutions in the City of
New York, or the State of Iowa,
State of Maryland, State of Minnesota or
State of North Carolina are
authorized or obligated by law or executive
order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The separate trust account established and
maintained by the Master Servicer in the
name of the Master Servicer on
behalf of the Trustee pursuant to Section
3.01. The Certificate
Account
shall be an Eligible Account.
Certificate Custodian: Initially, Wachovia Bank, National
Association; thereafter any other
Certificate Custodian acceptable to The
Depository Trust Company and selected by
the Trustee.
Certificate Register and Certificate Registrar: Respectively,
the
register maintained pursuant to and the
registrar provided for in
Section 5.02. The initial Certificate Registrar
is the Trustee.
Certificateholder or Holder: The Person in whose name a
Certificate is registered in the
Certificate Register, except that, solely
for the purposes of the taking of any
action under Articles VII or VIII, any
Certificate registered in the name of the
Master Servicer, a Servicer or any
affiliate thereof shall be deemed not to be
outstanding and the Voting
Interest evidenced thereby shall not be
taken into account in determining
whether the requisite percentage of
Certificates necessary to effect any such
action has been obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest
evidenced thereby.
Class I-A-1 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
A-I-A-1 and Exhibit C hereto.
Class I-A-1 Certificateholder: The registered holder of a Class
I-A-1 Certificate.
Class I-A-1 Loss Amount: With respect to any Determination Date
after the Subordination Depletion Date, the
amount, if any, by which the
Principal Balance of the Class I-A-1
Certificates would be reduced as a
result of the application of the third
sentence of the definition of
Principal Balance.
Class I-A-2 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
A-I-A-2 and Exhibit C hereto.
Class I-A-2 Certificateholder: The registered holder of a Class
I-A-2 Certificate.
Class I-A-2 Loss Allocation Amount: With respect to any
Determination Date after the Subordination
Depletion Date the lesser of (a)
the Principal Balance of the Class I-A-2
Certificates with respect to such
Determination Date prior to any reduction
for the Class I-A-2 Loss Allocation
Amount and (b) the Class I-A-1 Loss
Amount.
Class I-L
Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier
REMIC and is entitled to monthly
distributions as provided in Section
4.01(a)(iii) hereof.
Class I-LS Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier
REMIC and is entitled to monthly
distributions as provided in Section
4.01(a)(iii) hereof.
Class II-A-1 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
A-II-A-1 and Exhibit C hereto.
Class II-A-1 Certificateholder: The registered holder of a
Class
II-A-1 Certificate.
Class II-A-1 Loss Amount: With respect to any Determination
Date
after the Subordination Depletion Date, the
amount, if any, by which the
Principal Balance of the Class 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 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-LR Certificate: The Certificate executed by the
Trustee and authenticated by the Trustee or
the Authenticating Agent in
substantially the form set forth in Exhibit
A-II-A-LR and Exhibit C hereto.
Class II-A-LR Certificateholder: The registered holder of the
Class II-A-LR Certificate.
Class II-A-R Certificate: The Certificate executed by the
Trustee
and authenticated by the Trustee or the
Authenticating Agent in substantially
the form set forth in Exhibit A-II-A-R and
Exhibit C hereto.
Class II-A-R Certificateholder: The registered holder of the
Class II-A-R Certificate.
Class II-L Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier
REMIC and is entitled to monthly
distributions as provided in Section
4.01(a)(iii) hereof.
Class II-LS Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier
REMIC and is entitled to monthly
distributions as provided in Section
4.01(a)(iii) hereof.
Class III-A-1 Certificate: Any one of the Certificates executed
by the Trustee and authenticated by the
Trustee or the Authenticating Agent
in substantially the form set forth in
Exhibit A-III-A-1 and Exhibit C hereto.
Class III-A-1 Certificateholder: The registered holder of a
Class
III-A-1 Certificate.
Class III-A-1 Loss Amount: With respect to any Determination
Date
after the Subordination Depletion Date, the
amount, if any, by which the
Principal Balance of the Class III-A-1
Certificates would be reduced as a
result of the application of the third
sentence of the definition of
Principal Balance.
Class III-A-2 Certificate: Any one of the Certificates executed
by the Trustee and authenticated by the
Trustee or the Authenticating Agent
in substantially the form set forth in
Exhibit A-III-A-2 and Exhibit C hereto.
Class III-A-2 Certificateholder: The registered holder of a
Class
III-A-2 Certificate.
Class III-A-2 Loss Allocation Amount: With respect to any
Determination Date after the Subordination
Depletion Date the lesser of (a)
the Principal Balance of the Class III-A-2
Certificates with respect to such
Determination Date prior to any reduction
for the Class III-A-2 Loss
Allocation Amount and (b) the Class III-A-1
Loss Amount.
Class III-L Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier
REMIC and is entitled to monthly
distributions as provided in Section
4.01(a)(iii) hereof.
Class III-LS Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier
REMIC and is entitled to monthly
distributions as provided in Section
4.01(a)(iii) hereof.
Class IV-A-1 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
A-IV-A-1 and Exhibit C hereto.
Class IV-A-1 Certificateholder: The registered holder of a
Class
IV-A-1 Certificate.
Class IV-A-1 Loss Amount: With respect to any Determination
Date
after the Subordination Depletion Date, the
amount, if any, by which the
Principal Balance of the Class IV-A-1
Certificates would be reduced as a
result of the application of the third
sentence of the definition of
Principal Balance.
Class IV-A-2 Certificate: Any one of the Certificates executed
by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
A-IV-A-2 and Exhibit C hereto.
Class IV-A-2 Certificateholder: The registered holder of a
Class
IV-A-2 Certificate.
Class IV-A-2 Loss Allocation Amount: With respect to any
Determination Date after the Subordination
Depletion Date the lesser of (a)
the Principal Balance of the Class IV-A-2
Certificates with respect to such
Determination Date prior to any reduction
for the Class IV-A-2 Loss
Allocation Amount and (b) the Class IV-A-1
Loss Amount.
Class IV-L Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier
REMIC and is entitled to monthly
distributions as provided in Section
4.01(a)(iii) hereof.
Class IV-LS Interest: A regular interest in the Lower-Tier
REMIC
which is held as an asset of the Upper-Tier
REMIC and is entitled to monthly
distributions as provided in Section
4.01(a)(iii) hereof.
Class A Certificate: Any of the Group I-A Certificates, Group
II-A Certificates, Group III-A Certificates
or Group IV-A Certificates.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Interest Percentage: As to any Distribution Date and
any
Class of Class A Certificates, the
percentage calculated by dividing the
Interest Accrual Amount of such Class
(determined without regard to clause
(ii) of the definition thereof) by the sum
of (a) the Group I-A Interest
Accrual Amount, (b) the Group II-A Interest
Accrual Amount, (c) the Group
III-A Interest Accrual Amount and (d) the
Group IV-A Interest Accrual Amount.
Class A Pass-Through Rate: For each Distribution Date and any
of
the Group I-A Certificates, the Class A
Pass-Through Rate will be a per annum
rate equal to Net WAC of the Group I
Mortgage Loans.
For each Distribution
Date and any of the Group II-A
Certificates, the Class A Pass-Through Rate
will be a per annum rate equal to Net WAC
of the Group II Mortgage Loans.
For each Distribution Date and any of the
Group III-A Certificates, the Class
A Pass-Through Rate will be a per annum
rate equal to Net WAC of the Group
III Mortgage Loans. For each Distribution Date
and any of the Group IV-A
Certificates, the Class A Pass-Through Rate
will be a per annum rate equal to
Net WAC of the Group IV Mortgage Loans.
Class A Unpaid Interest Shortfall: As to any Distribution Date
and Class of Class A Certificates, the
amount, if any, by which the aggregate
of the Group I-A Interest Shortfall
Amounts, Group II-A Interest Shortfall
Amounts, Group III-A Interest Shortfall
Amounts and Group IV-A Interest
Shortfall Amounts for such Class for prior
Distribution Dates is in excess of
the amounts distributed in respect of such
Class on prior Distribution Dates
pursuant to Paragraph second of Section
4.01(a)(i).
Class B Certificate: Any one of the Class B-1 Certificates,
Class B-2 Certificates, Class B-3
Certificates, Class B-4 Certificates,
Class B-5 Certificates or Class B-6
Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class B-1 Distribution
Amount, Class B-2 Distribution Amount,
Class B-3 Distribution Amount,
Class B-4 Distribution Amount, Class B-5
Distribution Amount or Class B-6
Distribution Amount.
Class B Interest Accrual Amount: With respect to any
Distribution
Date, the sum of the Interest Accrual
Amounts for the Classes of Class B
Certificates with respect to such
Distribution Date.
Class B Interest Percentage: With respect to any Distribution
Date and any Class of Class B Certificates,
the percentage calculated by
dividing the Interest Accrual Amount of
such Class (determined without regard
to clause (ii) of the definition thereof)
by the Class B Interest Accrual
Amount (determined without regard to clause
(ii) of the definition of each
Interest Accrual Amount).
Class B Interest Shortfall Amount: Any of the Class B-1
Interest
Shortfall Amount, Class B-2 Interest
Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4 Interest
Shortfall Amount, Class B-5 Interest
Shortfall Amount or Class B-6 Interest
Shortfall Amount.
Class B Loan Group I Optimal Principal Amount: Any of the Class
B-1, Class B-2, Class B-3, Class B-4, Class
B-5 or Class B-6 Loan Group I
Optimal Principal Amounts.
Class B Loan Group II Optimal Principal Amount: Any of the
Class
B-1, Class B-2, Class B-3, Class B-4, Class
B-5 or Class B-6 Loan Group II
Optimal Principal Amounts.
Class B Loan Group III Optimal Principal Amount: Any of the
Class
B-1, Class B-2, Class B-3, Class B-4, Class
B-5 or Class B-6 Loan Group III
Optimal Principal Amounts.
Class B Loan Group IV Optimal Principal Amount: Any of the
Class
B-1, Class B-2, Class B-3, Class B-4, Class
B-5 or Class B-6 Loan Group IV
Optimal Principal Amounts.
Class B Loan Group Optimal Principal Amount: Any of the Class B
Loan Group I Optimal Principal Amount,
Class B Loan Group II Optimal
Principal Amount, Class B Loan Group III
Optimal Principal Amount or Class B
Loan Group IV Optimal Principal Amount.
Class B Loss Percentage: With respect to any Determination Date
and any Class of Class B Certificates then
outstanding, the percentage
calculated by dividing the Principal
Balance of such Class by the Class B
Principal Balance (determined without
regard to any Principal Balance of any
Class of Class B Certificates not then
outstanding), in each case determined
as of the preceding Determination Date.
Class B Optimal Principal Amount: Any of the Class B-1 Optimal
Principal Amount, Class B-2 Optimal
Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal
Principal Amount, Class B-5 Optimal
Principal Amount or Class B-6 Optimal
Principal Amount.
Class B Pass-Through Rate: As to any Distribution Date, the
Class
B Pass-Through Rate will be a per annum
rate equal to the weighted average
(based on the Group Subordinate Amount for
each Loan Group) of the Net WACs
of the Loan Groups.
Class B Principal Balance: As of any date, an amount equal to
the
sum of the Class B-1 Principal Balance,
Class B-2 Principal Balance,
Class B-3 Principal Balance, Class B-4
Principal Balance, Class B-5 Principal
Balance and Class B-6 Principal
Balance.
Class B Principal Distribution Amount: Any of the Class B-1
Principal Distribution Amount, Class B-2
Principal Distribution Amount, Class
B-3 Principal Distribution Amount, Class
B-4 Principal Distribution Amount,
Class B-5 Principal Distribution Amount or
Class B-6 Principal Distribution
Amounts.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid
Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid
Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid
Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
B-1 and Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class
B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the
Class B-1 Certificates pursuant to
Paragraphs first, second and third of Section 4.01(a)(ii).
Class B-1 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class B-1 Certificates
with respect to such Distribution Date
exceeds the amount distributed in
respect of the Class B-1 Certificates on
such Distribution Date pursuant to
Paragraph first of Section 4.01(a)(ii).
Class B-1 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-1 Optimal
Principal Amount calculated only
with respect to Group I Mortgage Loans and
without regard to the proviso
thereto.
Class B-1 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-1 Optimal
Principal Amount calculated only
with respect to Group II Mortgage Loans and
without regard to the proviso
thereto.
Class B-1 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class B-1 Optimal
Principal Amount calculated only
with respect to Group III Mortgage Loans
and without regard to the proviso
thereto.
Class B-1 Loan Group IV Optimal Principal Amount: As to any
Distribution Date, the Class B-1 Optimal
Principal Amount calculated only
with respect to Group IV Mortgage Loans and
without regard to the proviso
thereto.
Class B-1 Optimal Principal Amount: As to any Distribution Date
and each Outstanding Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i) the Group I Class B-1 Percentage (with respect to each such
Group I
Mortgage Loan), Group II Class B-1 Percentage (with respect to
each such
Group II Mortgage Loan), Group III Class B-1 Percentage (with
respect to
each such Group III Mortgage Loan) or Group IV Class B-1
Percentage
(with respect to each such Group IV Mortgage Loan) of the
principal
portion of the Monthly Payment due on the Due Date occurring
in the
month of such Distribution Date on such Mortgage Loan;
(ii) the Group I Class B-1 Prepayment Percentage (with respect
to each
such Group I Mortgage Loan), Group II Class B-1 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), Group
III Class
B-1 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan) or Group IV Class B-1 Prepayment Percentage
(with
respect to
each such Group IV Mortgage Loan) of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-1 Prepayment Percentage (with respect
to each
such Group I Mortgage Loan), Group II Class B-1 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), Group
III Class
B-1 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan) or Group IV Class B-1 Prepayment Percentage
(with
respect to
each such Group IV Mortgage Loan) of the Scheduled Principal
Balance of
such Mortgage Loan which, during the one month period ending
on the day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group I Class B-1 Percentage (with respect to each
such
Group I
Mortgage Loan), Group II Class B-1 Percentage (with respect to
each such
Group II Mortgage Loan), Group III Class B-1 Percentage (with
respect to
each such Group III Mortgage Loan) or Group IV Class B-1
Percentage
(with respect to each such Group IV Mortgage Loan) of the
excess of
the unpaid principal balance of such Mortgage Loan
substituted for a Mortgage Loan during the one month period ending
on
the day
preceding the Determination Date for such Distribution Date
over the
unpaid principal balance of such Mortgage Loan, less the
amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master
Servicer
or the Trustee in respect of such Mortgage Loan; and
(II) the Group I Class B-1 Prepayment
Percentage, Group II Class B-1
Prepayment Percentage, Group III Class B-1
Prepayment Percentage or Group IV
Class B-1 Prepayment Percentage, as
applicable, of the Recovery for each Loan
Group for such Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1
Optimal Principal Amount
calculated as described in the preceding
provisions and (B) the Adjusted
Principal Balance for the Class B-1
Certificates.
Class B-1 Principal Balance: As to the first Determination
Date,
the Original Class B-1 Principal Balance.
As of any subsequent
Determination
Date, the Original Class B-1 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class B-1 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph third of Section 4.01(a)(ii) and
(B) as a result of a Principal Adjustment;
provided, however, if the
Class B-1 Certificates are the most
subordinate Certificates outstanding, the
Class B-1 Principal Balance will equal the
difference, if any, between the
Aggregate Adjusted Pool Amount as of the
preceding Distribution Date less the
Aggregate Class A Principal Balance as of
such Determination Date.
Class B-1 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the
Holders of the Class B-1 Certificates
pursuant to Paragraph third of Section
4.01(a)(ii).
Class B-1 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class B-1 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class B-1
Certificates on prior Distribution
Dates pursuant to Paragraph second of
Section 4.01(a)(ii).
Class B-2 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
B-2 and Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class
B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the
Class B-2 Certificates pursuant to
Paragraphs fourth, fifth and sixth of
Section 4.01(a)(ii).
Class B-2 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class B-2 Certificates
with respect to such Distribution Date
exceeds the amount distributed in
respect of the Class B-2 Certificates on
such Distribution Date pursuant to
Paragraph fourth of Section
4.01(a)(ii).
Class B-2 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-2 Optimal
Principal Amount calculated only
with respect to Group I Mortgage Loans and
without regard to the proviso
thereto.
Class B-2 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-2 Optimal
Principal Amount calculated only
with respect to Group II Mortgage Loans and
without regard to the proviso
thereto.
Class B-2 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class B-2 Optimal
Principal Amount calculated only
with respect to Group III Mortgage Loans
and without regard to the proviso
thereto.
Class B-2 Loan Group IV Optimal Principal Amount: As to any
Distribution Date, the Class B-2 Optimal
Principal Amount calculated only
with respect to Group IV Mortgage Loans and
without regard to the proviso
thereto.
Class B-2 Optimal Principal Amount: As to any Distribution Date
and each Outstanding Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i) the Group I Class B-2 Percentage (with respect to each such
Group I
Mortgage Loan), Group II Class B-2 Percentage (with respect to
each such
Group II Mortgage Loan), Group III Class B-2 Percentage (with
respect to
each such Group III Mortgage Loan) or Group IV Class B-2
Percentage
(with respect to each such Group IV Mortgage Loan) of the
principal
portion of the Monthly Payment due on the Due Date occurring
in the
month of such Distribution Date on such Mortgage Loan;
(ii) the Group I Class B-2 Prepayment Percentage (with respect
to each
such Group I Mortgage Loan), Group II Class B-2 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), Group
III Class
B-2 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan) or Group IV Class B-2 Prepayment Percentage
(with
respect to
each such Group IV Mortgage Loan) of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each applicable type of
Unscheduled Principal Receipt;
(iii) the Group I Class B-2 Prepayment Percentage (with respect
to each
such Group I Mortgage Loan), Group II Class B-2 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), Group
III Class
B-2 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan) or Group IV Class B-2 Prepayment Percentage
(with
respect to
each such Group IV Mortgage Loan) of the Scheduled Principal
Balance of
such Mortgage Loan which, during the one month period ending
on the day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group I Class
B-2 Percentage (with respect to each such
Group I
Mortgage Loan), Group II Class B-2 Percentage (with respect to
each such
Group II Mortgage Loan), Group III Class B-2 Percentage (with
respect to
each such Group III Mortgage Loan) or Group IV Class B-2
Percentage
(with respect to each such Group IV Mortgage Loan) of the
excess of
the unpaid principal balance of such Mortgage Loan
substituted for a Mortgage Loan during the one month period ending
on
the day
preceding the Determination Date for such Distribution Date
over the
unpaid principal balance of such Mortgage Loan, less the
amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master
Servicer
or the Trustee in respect of such Mortgage Loan; and
(II) the Group I Class B-2 Prepayment
Percentage, Group II Class B-2
Prepayment Percentage, Group III Class B-2
Prepayment Percentage or Group IV
Class B-2 Prepayment Percentage, as
applicable, of the Recovery for each Loan
Group for such Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2
Optimal Principal Amount
calculated as described in the preceding
provisions and (B) the Adjusted
Principal Balance for the Class B-2
Certificates.
Class B-2 Principal Balance: As to the first Determination
Date,
the Original Class B-2 Principal Balance.
As of any subsequent
Determination
Date, the Original Class B-2 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class B-2 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph sixth of Section 4.01(a)(ii) and
(B) as a result of a Principal Adjustment;
provided, however, if the
Class B-2 Certificates are the most
subordinate Certificates outstanding, the
Class B-2 Principal Balance will equal the
difference, if any, between the
Aggregate Adjusted Pool Amount as of the
preceding Distribution Date less the
sum of the Aggregate Class A Principal
Balance and the Class B-1 Principal
Balance as of such Determination Date.
Class B-2 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the
Holders of the Class B-2 Certificates
pursuant to Paragraph sixth of Section
4.01(a)(ii).
Class B-2 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class B-2 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class B-2
Certificates on prior Distribution
Dates pursuant to Paragraph fifth of
Section 4.01(a)(ii).
Class B-3 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
B-3 and Exhibit C hereto.
Class B-3
Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the
Class B-3 Certificates pursuant to
Paragraphs seventh, eighth and ninth of
Section 4.01(a)(ii).
Class B-3 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class B-3 Certificates
with respect to such Distribution Date
exceeds the amount distributed in
respect of the Class B-3 Certificates on
such Distribution Date pursuant to
Paragraph seventh of Section
4.01(a)(ii).
Class B-3 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-3 Optimal
Principal Amount calculated only
with respect to Group I Mortgage Loans and
without regard to the proviso
thereto.
Class B-3 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-3 Optimal
Principal Amount calculated only
with respect to Group II Mortgage Loans and
without regard to the proviso
thereto.
Class B-3 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class B-3 Optimal
Principal Amount calculated only
with respect to Group III Mortgage Loans
and without regard to the proviso
thereto.
Class B-3 Loan Group IV Optimal Principal Amount: As to any
Distribution Date, the Class B-3 Optimal
Principal Amount calculated only
with respect to Group IV Mortgage Loans and
without regard to the proviso
thereto.
Class B-3 Optimal Principal Amount: As to any Distribution Date
and each Outstanding Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i) the Group I Class B-3 Percentage (with respect to each such
Group I
Mortgage Loan), Group II Class B-3 Percentage (with respect to
each such
Group II Mortgage Loan), Group III Class B-3 Percentage (with
respect to
each such Group III Mortgage Loan) or Group IV Class B-3
Percentage
(with respect to each such Group IV Mortgage Loan) of the
principal
portion of the Monthly Payment due on the Due Date occurring
in the
month of such Distribution Date on such Mortgage Loan;
(ii) the Group I Class B-3 Prepayment Percentage (with respect
to each
such Group I Mortgage Loan), Group II Class B-3 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), Group
III Class
B-3 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan) or Group IV Class B-3 Prepayment Percentage
(with
respect to
each such Group IV Mortgage Loan) of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-3 Prepayment Percentage (with respect
to each
such Group I Mortgage Loan), Group II Class B-3 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), Group
III Class
B-3 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan) or Group IV Class B-3 Prepayment Percentage
(with
respect to
each such Group IV Mortgage Loan) of the Scheduled Principal
Balance of
such Mortgage Loan which, during the one month period ending
on the day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group I Class B-3 Percentage (with respect to each
such
Group I
Mortgage Loan), Group II Class B-3 Percentage (with respect to
each such
Group II Mortgage Loan), Group III Class B-3 Percentage (with
respect to
each such Group III Mortgage Loan) or Group IV Class B-3
Percentage
(with respect to each such Group IV Mortgage Loan) of the
excess of
the unpaid principal balance of such Mortgage Loan
substituted for a Mortgage Loan during the one month period ending
on
the day
preceding the Determination Date for such Distribution Date
over the
unpaid principal balance of such Mortgage Loan, less the
amount allocable to the
principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master
Servicer
or the Trustee in respect of such Mortgage Loan; and
(II) the Group I Class B-3 Prepayment
Percentage, Group II Class B-3
Prepayment Percentage, Group III Class B-3
Prepayment Percentage or Group IV
Class B-3 Prepayment Percentage, as
applicable, of the Recovery for each Loan
Group for such Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3
Optimal Principal Amount
calculated as described in the preceding
provisions and (B) the Adjusted
Principal Balance for the Class B-3
Certificates.
Class B-3 Principal Balance: As to the first Determination
Date,
the Original Class B-3 Principal Balance.
As of any subsequent
Determination
Date, the Original Class B-3 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class B-3 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph ninth of Section 4.01(a)(ii) and
(B) as a result of a Principal Adjustment;
provided, however, if the
Class B-3 Certificates are the most
subordinate Certificates outstanding, the
Class B-3 Principal Balance will equal the
difference, if any, between the
Aggregate Adjusted Pool Amount as of the
preceding Distribution Date less the
sum of the Aggregate Class A Principal
Balance, the Class B-1 Principal
Balance and the Class B-2 Principal Balance
as of such Determination Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class B-3 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class B-3
Certificates on prior Distribution
Dates pursuant to Paragraph eighth of
Section 4.01(a)(ii).
Class B-4 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
B-4 and Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class
B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the
Class B-4 Certificates pursuant to
Paragraphs tenth, eleventh and twelfth of
Section 4.01(a)(ii).
Class B-4 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class B-4 Certificates
with respect to such Distribution Date
exceeds the amount distributed in
respect of the Class B-4 Certificates on
such Distribution Date pursuant to
Paragraph tenth of Section 4.01(a)(ii).
Class B-4 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-4 Optimal
Principal Amount calculated only
with respect to Group I Mortgage Loans and
without regard to the proviso
thereto.
Class B-4 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-4 Optimal
Principal Amount calculated only
with respect to Group II Mortgage Loans and
without regard to the proviso
thereto.
Class B-4 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class B-4 Optimal
Principal Amount calculated only
with respect to Group III Mortgage Loans
and without regard to the proviso
thereto.
Class B-4 Loan Group
IV Optimal Principal Amount: As to any
Distribution Date, the Class B-4 Optimal
Principal Amount calculated only
with respect to Group IV Mortgage Loans and
without regard to the proviso
thereto.
Class B-4 Optimal Principal Amount: As to any Distribution Date
and each Outstanding Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i) the Group I Class B-4 Percentage (with respect to each such
Group I
Mortgage Loan), Group II Class B-4 Percentage (with respect to
each such
Group II Mortgage Loan), Group III Class B-4 Percentage (with
respect to
each such Group III Mortgage Loan) or Group IV Class B-4
Percentage
(with respect to each such Group IV Mortgage Loan) of the
principal
portion of the Monthly Payment due on the Due Date occurring
in the
month of such Distribution Date on such Mortgage Loan;
(ii) the Group I Class B-4 Prepayment Percentage (with respect
to each
such Group I Mortgage Loan), Group II Class B-4 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), Group
III Class
B-4 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan) or Group IV Class B-4 Prepayment Percentage
(with
respect to each
such Group IV Mortgage Loan) of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-4 Prepayment Percentage (with respect
to each
such Group I Mortgage Loan), Group II Class B-4 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), Group
III Class
B-4 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan) or Group IV Class B-4 Prepayment Percentage
(with
respect to
each such Group IV Mortgage Loan) of the Scheduled Principal
Balance of
such Mortgage Loan which, during the one month period ending
on the day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group I Class B-4 Percentage (with respect to each
such
Group I
Mortgage Loan), Group II Class B-4 Percentage (with respect to
each such
Group II Mortgage Loan), Group III Class B-4 Percentage (with
respect to
each such Group III Mortgage Loan) or Group IV Class B-4
Percentage
(with respect to each such Group IV Mortgage Loan) of the
excess of
the unpaid principal balance of such Mortgage Loan
substituted for a Mortgage Loan during the one month period ending
on
the day
preceding the Determination Date for such Distribution Date
over the
unpaid principal balance of such Mortgage Loan, less the
amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master
Servicer
or the Trustee in respect of such Mortgage Loan; and
(II) the Group I Class B-4 Prepayment
Percentage, Group II Class B-4
Prepayment Percentage, Group III Class B-4
Prepayment Percentage or Group IV
Class B-4 Prepayment Percentage, as
applicable, of the Recovery for such
Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4
Optimal Principal Amount
calculated as described in the preceding
provisions and (B) the Adjusted
Principal Balance for the Class B-4
Certificates.
Class B-4 Principal Balance: As to the first Determination
Date,
the Original Class B-4 Principal Balance.
As of any subsequent
Determination
Date, the Original Class B-4 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class B-4 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph twelfth of Section 4.01(a)(ii)
and (B) as a result of a Principal
Adjustment; provided, however, if the
Class B-4 Certificates are the most
subordinate Certificates outstanding, the
Class B-4 Principal Balance will equal the
difference, if any, between the
Aggregate Adjusted Pool Amount as of the
preceding Distribution Date less the
sum of the Aggregate Class A Principal
Balance, the Class B-1 Principal
Balance, the Class B-2 Principal Balance
and the Class B-3 Principal Balance
as of such Determination Date.
Class B-4 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the
Holders of the Class B-4 Certificates
pursuant to Paragraph twelfth of Section
4.01(a)(ii).
Class B-4 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class B-4 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class B-4
Certificates on prior Distribution
Dates pursuant to Paragraph eleventh of
Section 4.01(a)(ii).
Class B-5 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
B-5 and Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class
B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the
Class B-5 Certificates pursuant to
Paragraphs thirteenth, fourteenth and
fifteenth of Section 4.01(a)(ii).
Class B-5 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class B-5 Certificates
with respect to such Distribution Date
exceeds the amount distributed in
respect of the Class B-5 Certificates on
such Distribution Date pursuant to
Paragraph thirteenth of Section
4.01(a)(ii).
Class B-5 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-5 Optimal
Principal Amount calculated only
with respect to Group I Mortgage Loans and
without regard to the proviso
thereto.
Class B-5 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-5 Optimal
Principal Amount calculated only
with respect to Group II Mortgage Loans and
without regard to the proviso
thereto.
Class B-5 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class B-5 Optimal
Principal Amount calculated only
with respect to Group III Mortgage Loans
and without regard to the proviso
thereto.
Class B-5 Loan Group IV Optimal Principal Amount: As to any
Distribution Date, the Class B-5 Optimal
Principal Amount calculated only
with respect to Group IV Mortgage Loans and
without regard to the proviso
thereto.
Class B-5 Optimal Principal Amount: As to any Distribution Date
and each Outstanding Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i) the Group I Class B-5 Percentage (with respect to each such
Group I
Mortgage Loan), Group II Class B-5 Percentage (with respect to
each such
Group II Mortgage Loan), Group III Class B-5 Percentage (with
respect to
each such Group III Mortgage Loan) or Group IV Class B-5
Percentage
(with respect to each such Group IV Mortgage Loan) of the
principal
portion of the Monthly Payment due on the Due Date occurring
in the
month of such Distribution Date on such Mortgage Loan;
(ii) the Group I Class B-5 Prepayment Percentage (with respect
to each
such Group I Mortgage Loan), Group II Class B-5 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), Group
III Class
B-5 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan) or Group IV Class B-5 Prepayment Percentage
(with
respect to
each such Group IV Mortgage Loan) of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-5 Prepayment Percentage (with respect
to each
such Group I Mortgage Loan), Group II Class B-5 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), Group
III Class
B-5 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan) or Group IV Class B-5 Prepayment Percentage
(with
respect to
each such Group IV Mortgage Loan) of the Scheduled Principal
Balance of
such Mortgage Loan which, during the one month period ending
on the day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group I Class B-5 Percentage (with respect to each
such
Group I
Mortgage Loan), Group II Class B-5 Percentage (with respect to
each such
Group II Mortgage Loan), Group III Class B-5 Percentage (with
respect to
each such Group III Mortgage Loan) or Group IV Class B-5
Percentage
(with respect to each such Group IV Mortgage Loan) of the
excess of
the unpaid principal balance of such Mortgage Loan
substituted for a Mortgage Loan during the one month period ending
on
the day
preceding the Determination Date for such Distribution Date
over the
unpaid principal balance of such Mortgage Loan, less the
amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master
Servicer
or the Trustee in respect of such Mortgage Loan; and
(II) the Group I Class B-5 Prepayment
Percentage, Group II Class B-5
Prepayment Percentage, Group III Class B-5
Prepayment Percentage or Group IV
Class B-5 Prepayment Percentage, as
applicable, of the Recovery for such
Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5
Optimal Principal Amount
calculated as described in the preceding
provisions and (B) the Adjusted
Principal Balance for the Class B-5
Certificates.
Class B-5 Principal Balance: As to the first Determination
Date,
the Original Class B-5 Principal Balance.
As of any subsequent
Determination
Date, the Original Class B-5 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class B-5 Certificates on prior
Distribution Dates (A) pursuant to
Paragraph fifteenth of Section 4.01(a)(ii)
and (B) as a result of a Principal
Adjustment; provided, however, if the
Class B-5 Certificates are the most
subordinate Certificates outstanding, the
Class B-5 Principal Balance will equal the
difference, if any, between the
Aggregate Adjusted Pool Amount as of the
preceding Distribution Date less the
sum of the Aggregate Class A Principal
Balance, the Class B-1 Principal
Balance, the Class B-2 Principal Balance,
the Class B-3 Principal Balance and
the Class B-4 Principal Balance as of such
Determination Date.
Class B-5 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the
Holders of the Class B-5 Certificates
pursuant to Paragraph fifteenth of Section
4.01(a)(ii).
Class B-5 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class B-5 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class B-5
Certificates on prior Distribution
Dates pursuant to Paragraph fourteenth of
Section 4.01(a)(ii).
Class B-6 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the
Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit
B-6 and Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class
B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the
Class B-6 Certificates pursuant to
Paragraphs sixteenth, seventeenth and
eighteenth of Section 4.01(a)(ii).
Class B-6 Interest Shortfall Amount: As to any Distribution
Date,
any amount by which the Interest Accrual
Amount of the Class B-6 Certificates
with respect to such Distribution Date
exceeds the amount distributed in
respect of the Class B-6 Certificates on
such Distribution Date pursuant to
Paragraph sixteenth of Section
4.01(a)(ii).
Class B-6 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-6 Optimal
Principal Amount calculated only
with respect to Group I Mortgage Loans and
without regard to the proviso
thereto.
Class B-6 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-6 Optimal
Principal Amount calculated only
with respect to Group II Mortgage Loans and
without regard to the proviso
thereto.
Class B-6 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class B-6 Optimal
Principal Amount calculated only
with respect to Group III Mortgage Loans
and without regard to the proviso
thereto.
Class B-6 Loan Group IV Optimal Principal Amount: As to any
Distribution Date, the Class B-6 Optimal
Principal Amount calculated only
with respect to Group IV Mortgage Loans and
without regard to the proviso
thereto.
Class B-6 Optimal Principal Amount: As to any Distribution Date
and each Outstanding Mortgage Loan, an
amount equal to the sum of
(I) the sum of:
(i)
the Group I Class B-6 Percentage (with respect to each such
Group I
Mortgage Loan), Group II Class B-6 Percentage (with respect to
each such
Group II Mortgage Loan), Group III Class B-6 Percentage (with
respect to
each such Group III Mortgage Loan) or Group IV Class B-6
Percentage
(with respect to each such Group IV Mortgage Loan) of the
principal
portion of the Monthly Payment due on the Due Date occurring
in the
month of such Distribution Date on such Mortgage Loan;
(ii) the Group I Class B-6 Prepayment Percentage (with respect
to each
such Group I Mortgage Loan), Group II Class B-6 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), Group
III Class
B-6 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan) or Group IV Class B-6 Prepayment Percentage
(with
respect to
each such Group IV Mortgage Loan) of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-6 Prepayment Percentage (with respect
to each
such Group I Mortgage Loan), Group II Class B-6 Prepayment
Percentage
(with respect to each such Group II Mortgage Loan), Group
III Class
B-6 Prepayment Percentage (with respect to each such Group
III
Mortgage Loan) or Group IV Class B-6 Prepayment Percentage
(with
respect to
each such Group IV Mortgage Loan) of the Scheduled Principal
Balance of
such Mortgage Loan which, during the one month period ending
on the day
preceding the Determination Date for such Distribution Date,
was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group I Class B-6 Percentage (with respect to each
such
Group I
Mortgage Loan), Group II Class B-6 Percentage (with respect to
each such
Group II Mortgage Loan), Group III Class B-6 Percentage (with
respect to
each such Group III Mortgage Loan) or Group IV Class B-6
Percentage
(with respect to each such Group IV Mortgage Loan) of the
excess of
the unpaid principal balance of such Mortgage Loan
substituted for a Mortgage Loan during the one month period ending
on
the day
preceding the Determination Date for such Distribution Date
over the
unpaid principal balance of such Mortgage Loan, less the
amount
allocable to the principal portion of any unreimbursed Periodic
Advances
previously made by the applicable Servicer, the Master
Servicer
or the Trustee in respect of such Mortgage Loan; and
(II) the Group I Class B-6 Prepayment
Percentage, Group II Class B-6
Prepayment Percentage, Group III Class B-6
Prepayment Percentage or Group IV
Class B-6 Prepayment Percentage, as
applicable, of the Recovery for such
Distribution Date;
provided, however, that if an Optimal
Adjustment Event occurs with respect to
such Class and such Distribution Date, the
Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6
Optimal Principal Amount
calculated as described in the preceding
provisions and (B) the Adjusted
Principal Balance for the Class B-6
Certificates.
Class B-6 Principal Balance: As to the first Determination
Date,
the Original Class B-6 Principal Balance.
As of any subsequent Determination
Date, the Original Class B-6 Principal
Balance less the sum of all amounts
previously distributed in respect of the
Class B-6 Certificates on prior
Distribution Dates pursuant to Paragraph
eighteenth of Section 4.01(a)(ii);
provided, however, if the Class B-6
Certificates are outstanding, the Class
B-6 Principal Balance will equal the
difference, if any, between the
Aggregate Adjusted Pool Amount as of the
preceding Distribution Date less the
sum of the Aggregate Class A Principal
Balance, the Class B-1 Principal
Balance, the Class B-2 Principal Balance,
the Class B-3 Principal Balance,
the Class B-4 Principal Balance and the
Class B-5 Principal Balance as of
such Determination Date.
Class B-6 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the
Holders of the Class B-6 Certificates
pursuant to Paragraph eighteenth of Section
4.01(a)(ii).
Class B-6 Unpaid Interest Shortfall: As to any Distribution
Date,
the amount, if any, by which the aggregate
of the Class B-6 Interest
Shortfall Amounts for prior Distribution
Dates is in excess of the amounts
distributed in respect of the Class B-6
Certificates on prior Distribution
Dates pursuant to Paragraph seventeenth of
Section 4.01(a)(ii).
Clearing Agency: An organization registered as a "clearing
agency" pursuant to Section 17A of the
Exchange Act. The
initial Clearing
Agency shall be The Depository Trust
Company.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a
Clearing Agency effects book-entry
transfers of securities deposited with the
Clearing Agency.
Closing Date: The date of initial issuance of the Certificates,
as set forth in Section 11.14.
Code: The Internal Revenue Code of 1986, as it may be amended
from time to time, any successor statutes
thereto, and applicable U.S.
Department of the Treasury temporary or
final regulations promulgated
thereunder.
Compensating Interest: With respect to any Distribution Date,
the
least of (a) the aggregate Prepayment
Interest Shortfall on the Mortgage
Loans for such Distribution Date, (b) the
product of (i) 1/12th of 0.20% and
(ii) the Pool Scheduled Principal Balance
for such Distribution Date and (c)
the Available Master Servicing Compensation
for such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trustee at
which at any particular time its corporate
trust business shall be
administered, which office, at the date of
the execution of this instrument,
is located at 401 South Tryon Street,
Charlotte, North Carolina 28288.
Current Group I-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed
in respect of the Classes of Group
I-A Certificates pursuant to Paragraph
first clause (A) of Section 4.01(a)(i)
on such Distribution Date.
Current Group II-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed
in respect of the Classes of Group
II-A Certificates pursuant to Paragraph
first clause (B) of Section
4.01(a)(i) on such Distribution Date.
Current Group III-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed
in respect of the Classes of Group
III-A Certificates pursuant to Paragraph
first clause (C) of Section
4.01(a)(i) on such Distribution Date.
Current Group IV-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed
in respect of the Classes of Group
IV-A Certificates pursuant to Paragraph
first clause (D) of Section
4.01(a)(i) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any
Distribution Date, the amount distributed
in respect of the Classes of Class
B Certificates pursuant to Paragraphs
first, fourth, seventh, tenth,
thirteenth and sixteenth of Section
4.01(a)(ii) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution
Date subsequent to the first Distribution
Date, the percentage obtained by
dividing the sum of the Principal Balances
of the Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6
Certificates by the Aggregate Principal
Balance. As to the first Distribution Date,
the Original Class B-1
Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution
Date subsequent to the first Distribution
Date, the percentage obtained by
dividing the sum of the Principal Balances
of the Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates by the
Aggregate Principal Balance. As
to the first Distribution Date, the
Original Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution
Date subsequent to the first Distribution
Date, the percentage obtained by
dividing the sum of the Principal Balances
of the Class B-4, Class B-5 and
Class B-6 Certificates by the by the
Aggregate Principal Balance. As to the
first Distribution Date, the Original Class
B-3 Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution
Date subsequent to the first Distribution
Date, the percentage obtained by
dividing the sum of the Principal Balances
of the Class B-5 and Class B-6
Certificates by the Aggregate Principal
Balance. As to the
first
Distribution Date, the Original Class B-4
Fractional Interest.
Current Class B-5 Fractional Interest: As to any Distribution
Date subsequent to the first Distribution
Date, the percentage obtained by
dividing the Principal Balance of the Class
B-6 Certificates by the Aggregate
Principal Balance. As to the first Distribution Date,
the Original Class B-5
Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which
is not a Prepayment in Full.
Curtailment Interest Shortfall: On any Distribution Date with
respect to a Mortgage Loan which was the
subject of a Curtailment:
(A) in the case
where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Curtailment is
received by the Servicer on or after the Determination Date in
the month preceding the month of such Distribution Date but
prior to the first day of the month of such Distribution Date,
the amount of interest that would have accrued at the Net
Mortgage Interest Rate on the amount of such Curtailment from
the day of its receipt or, if earlier, its application by the
Servicer through the last day of the month preceding the month
of such Distribution Date; and
(B) in the case
where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Curtailment
is received by the Servicer during the month preceding the
month of such Distribution Date, the amount of interest that
would have accrued at the Net Mortgage Interest Rate on the
amount of such Curtailment from the day of its receipt or, if
earlier, its application by the Servicer through the last day
of the month in which such Curtailment is received.
Custodial Agreement: The Custodial Agreement, dated as of April
27, 2005, among the Custodian, the Seller,
the Master Servicer and the
Trustee, which agreement is attached hereto
as Exhibit E, as the same may be
amended or modified from time to time in
accordance with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as
defined in
each of the Servicing Agreements, with
respect to the Mortgage Loans. In
determining whether the Custodial P&I
Account under any Servicing Agreement
is "acceptable" to the Master Servicer (as
may be required by the definition
of "Eligible Account" contained in the
Servicing Agreements), the Master
Servicer shall require that any such
account shall be acceptable to each of
the Rating Agencies.
Custodian: Wells Fargo Bank, or its successor in interest under
the Custodial Agreement. Initially, the custodial functions
shall be
performed by the Corporate Trust Services
division of Wells Fargo Bank.
Cut-Off Date: The first day of the month of initial issuance of
the Certificates as set forth in Section
11.01.
Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the
Mortgage Loans is as set forth in
Section 11.02.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its
unpaid principal balance as of the close of
business on the Cut-Off Date (but
without giving effect to any Unscheduled
Principal Receipts received or
applied on the Cut-Off Date), reduced by
all payments of principal due on or
before the Cut-Off Date and not paid, and
increased by scheduled monthly
payments of principal due after the Cut-Off
Date but received by the related
Servicer on or before the Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment
for such Mortgage Loan by a court
of competent jurisdiction in a proceeding
under the Bankruptcy Code, except
such a reduction constituting a Deficient
Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation by a court of competent
jurisdiction of the Mortgaged Property in
an amount less than the then-outstanding
indebtedness under the Mortgage
Loan, or any reduction in the amount of
principal to be paid in connection
with any scheduled Monthly Payment that
results in a permanent forgiveness of
principal, which valuation or reduction
results from a proceeding under the
Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate representing the principal portion
of the Cut-Off Date Aggregate
Principal Balance evidenced by such
Certificate.
Determination Date: The 17th day of the month in which the
related Distribution Date occurs, or if
such 17th day is not a Business Day,
the Business Day preceding such 17th
day.
Distribution Date: The 25th day of any month, beginning in the
month following the month of initial
issuance of the Certificates, or if such
25th day is not a Business Day, the
Business Day following such 25th day.
Distribution Date Statement: As defined in Section 4.04(a).
Document Transfer Event: The 60th day following the day on
which
either (i) Wells Fargo Bank is no longer
the Servicer of any of the Mortgage
Loans or (ii) the senior, unsecured
long-term debt rating of Wells Fargo &
Company is less than "BBB-" by Fitch.
Due Date: With respect to any Mortgage Loan, the day of the
month
in which the Monthly Payment on such
Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained
with a depository institution (which may be
the Master Servicer) whose
long-term debt obligations (or, in the case
of a depository institution which
is part of a holding company structure, the
long-term debt obligations of
such parent holding company) at the time of
deposit therein are rated at
least "AA" (or the equivalent) by each
Rating Agency, (ii) the deposits in
which are fully insured by the FDIC through
either the Bank Insurance Fund or
the Savings Association Insurance Fund,
(iii) the deposits in which are
insured by the FDIC through either the Bank
Insurance Fund or the Savings
Association Insurance Fund (to the limit
established by the FDIC) and the
uninsured deposits in which accounts are
otherwise secured, as evidenced by
an Opinion of Counsel delivered to the
Trustee, such that the Trustee, on
behalf of the Certificateholders has a
claim with respect to the funds in
such accounts or a perfected first security
interest against any collateral
securing such funds that is superior to
claims of any other depositors or
creditors of the depository institution
with which such accounts are
maintained, (iv) that are trust accounts
maintained with the trust department
of a federal or state chartered depository
institution or trust company
acting in its fiduciary capacity or (v)
such other account that is acceptable
to each of the Rating Agencies and would
not cause the Trust Estate to fail
to qualify as 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 either Rating
Agency or
result in any of such rated Certificates being placed on credit
review
status (other than for possible upgrading) by either Rating
Agency;
(iii) commercial or finance company paper which is then rated in
the
highest
long-term commercial or finance company paper rating category
of
each
Rating Agency or the highest short-term rating category of each
Rating
Agency, or such lower rating category as would not result in
the
downgrading or withdrawal of the rating then assigned to any of
the
Certificates by either Rating Agency or result in any of such
rated
Certificates being placed on credit review status (other than for
possible
upgrading)
by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal
funds
or
banker's acceptances issued by any depository institution or
trust
company
incorporated under the laws of the United States or of any
state
thereof
and subject to supervision and examination by federal and/or
state
banking
authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in
the
case of
the principal depository institution in a holding company
system,
the
commercial paper or debt obligations of such holding company) are
then
rated in
the highest short-term or the highest long-term rating category
for such
securities of either Rating Agency, or such lower rating
categories
as would not result in the downgrading or withdrawal of the
rating
then assigned to any of the Certificates by either Rating Agency
or
result in
any of such rated Certificates being placed on credit review
status
(other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank,
insurance
company or
other corporation acceptable to each Rating Agency at the time
of the
issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security
described in clauses (i) or (ii) above or any other security
issued or
guaranteed by an agency or instrumentality of the United States
of
America, in either case entered into with a depository institution
or
trust
company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by
any
corporation incorporated under the laws of the United States of
America or
any state
thereof which, at the time of such investment or contractual
commitment
providing for such investment, are then rated in the highest
short-term
or the highest long-term rating category by each Rating Agency,
or in such
lower rating category as would not result in the downgrading or
withdrawal
of the rating then assigned to any of the Certificates by
either
Rating Agency or result in any of such rated Certificates being
placed on
credit review status (other than for possible upgrading) by
either
Rating Agency;
(viii) such other investments acceptable to each Rating Agency
as
would not
result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such
rated
Certificates being placed on credit review status (other than for
possible
upgrading)
by either Rating Agency; and
(ix) any mutual fund, money market fund, common trust fund or
other
pooled
investment vehicle, the assets of which are limited to
instruments
that
otherwise would constitute Eligible Investments hereunder,
including
any such
fund that is managed by the Trustee or Master Servicer or any
affiliate
of the Trustee or Master Servicer or for which the Trustee or
Master
Servicer or any of its affiliates acts as an adviser as long as
such fund
is rated in at least the highest rating category by each Rating
Agency.
In no event shall an instrument be an Eligible Investment if
such
instrument evidences either (i) a right to
receive only interest payments
with respect to the obligations underlying
such instrument, or (ii) both
principal and interest payments derived
from obligations underlying such
instrument and the interest and principal
payments with respect to such
instrument provide a yield to maturity at
the date of investment of greater
than 120% of the yield to maturity at par
of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the
Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Exchange Act: The Securities Exchange Act of 1934, as amended.
FDIC: The Federal Deposit Insurance Corporation or any
successor
thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the
final
distribution in respect of the Certificates
is made pursuant to Section 9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity
Date
for each Class of Certificates is May 25,
2035, which corresponds to the
"latest possible maturity date" for
purposes of Section 860G(a)(1) of the
Internal Revenue Code of 1986, as
amended.
Fitch: Fitch Ratings, or its successor in interest.
Full Unscheduled Principal Receipt: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i)
in the amount of the outstanding
principal balance of such Mortgage Loan and
resulting in the full
satisfaction of such Mortgage Loan or (ii)
representing Liquidation Proceeds
other than Partial Liquidation
Proceeds.
Gross Margin: As to each Mortgage Loan, the fixed percentage
set
forth in the related Mortgage Note and
indicated in the Mortgage Loan
Schedule as the "Gross Margin," which
percentage is added to the Index on
each Adjustment Date to determine (subject
to rounding, the Periodic Cap and
the Rate Ceiling) the Mortgage Interest
Rate on such Mortgage Loan until the
next Adjustment Date.
Group: The Group I-A Certificates, the Group II-A Certificates,
the Group III-A Certificates or the Group
IV-A Certificates.
Group Subordinate Amount: Any of the Group I Subordinate
Amount,
Group II Subordinate Amount, Group III
Subordinate Amount or Group IV
Subordinate Amount.
Group A Principal Balance: Any of the Group I-A Principal
Balance, Group II-A Principal Balance,
Group III-A Principal Balance or Group
IV-A Principal Balance.
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 Apportioned Principal Balance: As to any Distribution
Date and any Class of Class B Certificates,
an amount equal to the product of
(i) the Principal Balance of the Class of
Class B Certificates and (ii) a
fraction, the numerator of which is the
Group I Subordinate Amount and the
denominator of which is the sum of the
Group I Subordinate Amount, the Group
II Subordinate Amount, the Group III
Subordinate Amount and the Group IV
Subordinate Amount.
Group I Class B Percentage: Any of the Group I Class B-1
Percentage, Group I Class B-2 Percentage,
Group I Class B-3 Percentage, Group
I Class B-4 Percentage, Group I Class B-5
Percentage or Group I Class B-6
Percentage.
Group I Class B Prepayment Percentage: Any of the Group I Class
B-1 Prepayment Percentage, Group I Class
B-2 Prepayment Percentage, Group I
Class B-3 Prepayment Percentage, Group I
Class B-4 Prepayment Percentage,
Group I Class B-5 Prepayment Percentage or
Group I Class B-6 Prepayment
Percentage.
Group I Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the
Group I Subordinated Percentage by a
fraction, the numerator of which is the
Class B-1 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is the Class B
Principal Balance.
Group I Class
B-1 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group I Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-1 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-1
Certificates are the only Class B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i),
the Group I Class B-1 Prepayment Percentage
for such unscheduled principal
distributions for such Distribution Date
will be one.
Group I Class B-2 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group I Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class B-2 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is the Class B
Principal Balance.
Group I Class B-2 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group I Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-2 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-2
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Group I Class B-2
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Group I Class B-3 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group I Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class B-3 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is the Class B
Principal Balance.
Group I Class B-3 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group I Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-3 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-3
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Group I Class B-3
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Group I Class B-4 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group I Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class B-4 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is the Class B
Principal Balance.
Group I Class B-4 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group I Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-4 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Group I Class B-4
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Group I Class B-5 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group I Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class B-5 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is the Class B
Principal Balance.
Group I Class B-5 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group I Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-5 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-5
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Group I Class B-5
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Group I Class B-6 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group I Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class B-6 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is the Class B
Principal Balance.
Group I Class B-6 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group I Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-6 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-6
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Group I Class B-6
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Group I Mortgage Loans: Those Mortgage Loans listed on Exhibit
F-1A attached hereto.
Group I Pool Balance: As to any Distribution Date, the
aggregate
Scheduled Principal Balances of all Group I
Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date
in the month preceding the month
of such Distribution Date.
Group I Pool Distribution Amount: As of any Distribution Date,
the funds eligible for distribution to the
Group I-A Certificates and Class 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 as provided in Section 4.01(a) and
(iv) all other amounts (including
any Insurance Proceeds and Compensating
Interest) with respect to a Group I
Mortgage Loan required to be placed in the
Certificate Account by the
Servicer on or before the applicable
Remittance Date or by the Master
Servicer or the Trustee on or prior to the
Distribution Date, but excluding
the following:
(a) amounts received as late payments of principal or interest
with
respect to
a Group I Mortgage Loan and respecting which the Master
Servicer
or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group I Mortgage
Loan by
the Master
Servicer or the Trustee;
(c) that portion of each payment of interest on a particular Group
I
Mortgage
Loan which represent (i) the applicable Servicing Fee and (ii)
the Master
Servicing Fee;
(d) all amounts representing scheduled payments of principal
and
interest
on Group I Mortgage Loans due after the Due Date occurring in
the
month in
which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers
with
respect to Group I Mortgage Loans after the Applicable
Unscheduled
Principal
Receipt Period relating to the Distribution Date for the
applicable
type of Unscheduled Principal Receipt, and all related payments
of
interest on such amounts;
(f) all repurchase proceeds with respect to Group I Mortgage
Loans
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08 on
or
following
the Determination Date in the month in which such Distribution
Date
occurs and the difference between the unpaid principal balance of
a
Group I
Mortgage Loan substituted for a Group I Mortgage Loan pursuant
to
Section
2.02, 2.03 or 2.06 on or following the Determination Date in
the
month in
which such Distribution Date occurs and the unpaid principal
balance of
such Group I Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to
any Group I Mortgage Loan which represents any unpaid Servicing
Fee or
Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group I Mortgage Loans;
(j) Month End Interest in respect of Group I Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in
respect of
Group I Mortgage Loans; and
(l) all other amounts permitted to be withdrawn from the
Certificate
Account,
to the extent not covered by clauses (a) through (k) above, or
not
required to be deposited in the Certificate Account under this
Agreement.
Group I Subordinate Amount: As to any Distribution Date, the
excess of (i) the Group I Pool Balance over
(ii) the Group I-A Principal
Balance.
Group I Subordinated Percentage: As to any Distribution Date,
the
percentage which is the difference between
100% and the Group I-A Percentage
for such date.
Group I Subordinated Prepayment Percentage: As to any
Distribution Date, the percentage which is
the difference between 100% and
the Group I-A Prepayment Percentage for
such date.
Group 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 Apportioned Principal Balance: As to any Distribution
Date and any Class of Class B Certificates,
an amount equal to the product of
(i) the Principal Balance of the Class of
Class B Certificates and (ii) a
fraction, the numerator of which is the
Group II Subordinate Amount and the
denominator of which is the sum of the
Group I Subordinate Amount, the Group
II Subordinate Amount, the Group III
Subordinate Amount and the Group IV
Subordinate Amount.
Group II Class B Percentage: Any of the Group II Class B-1
Percentage, Group II Class B-2 Percentage,
Group II Class B-3 Percentage,
Group II Class B-4 Percentage, Group II
Class B-5 Percentage or Group II
Class B-6 Percentage.
Group II Class B Prepayment Percentage: Any of the Group II
Class
B-1 Prepayment Percentage, Group II Class
B-2 Prepayment Percentage, Group II
Class B-3 Prepayment Percentage, Group II
Class B-4 Prepayment Percentage,
Group II Class B-5 Prepayment Percentage or
Group II Class B-6 Prepayment
Percentage.
Group II Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group II Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class B-1 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is the Class B
Principal Balance.
Group II Class B-1 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group II Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-1 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-1
Certificates are the only Class B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i),
the Group II Class B-1 Prepayment
Percentage for such unscheduled principal
distributions for such Distribution Date
will be one.
Group II Class B-2 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group II Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class B-2 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is the Class B
Principal Balance.
Group II Class B-2 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group II Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-2 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-2
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Group II Class B-2
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Group II Class B-3 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group II Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class B-3 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is the Class B
Principal Balance.
Group II Class B-3 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group II Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-3 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-3
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Group II Class B-3
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Group II Class B-4 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group II Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class B-4 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is the Class B
Principal Balance.
Group II Class B-4 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group II Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-4 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Group II Class B-4
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Group II Class B-5 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group II Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class B-5 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is the Class B
Principal Balance.
Group II Class B-5 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group II Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-5 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-5
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Group II Class B-5
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Group II Class B-6 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group II Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class B-6 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is the Class B
Principal Balance.
Group II Class B-6 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group II Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-6 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-6
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Group II Class B-6
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Group II Mortgage Loans: Those Mortgage Loans listed on Exhibit
F-1B attached hereto.
Group II Pool Balance: As to any Distribution Date, the
aggregate
Scheduled Principal Balances of all Group
II Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date
in the month preceding the month
of such Distribution Date.
Group II Pool Distribution Amount: As of any Distribution Date,
the funds eligible for distribution to the
Group II-A Certificates and Class
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 as provided in Section
4.01(a) 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 applicable Servicing Fee
and (ii)
the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal
and
interest on Group II Mortgage Loans due after the Due Date
occurring
in the
month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers
with respect to Group II Mortgage Loans after the Applicable
Unscheduled Principal Receipt Period relating to the Distribution
Date for
the
applicable type of Unscheduled Principal Receipt, and all
related
payments
of interest on such amounts;
(f) all repurchase proceeds with respect to Group II Mortgage
Loans
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08
on
or
following the Determination Date in the month in which such
Distribution Date occurs and the difference between the unpaid
principal
balance of
a Group II Mortgage Loan substituted for a Group II Mortgage
Loan
pursuant to Section 2.02, 2.03 or 2.06 on or following the
Determination Date in the month in which such Distribution Date
occurs and
the unpaid
principal balance of such Group II Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to
any Group II Mortgage Loan which represents any unpaid
Servicing
Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group II Mortgage Loans;
(j) Month End Interest in respect of Group II Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in
respect of
Group II Mortgage Loans; and
(l) all other amounts permitted to be withdrawn from the
Certificate Account, to the extent not covered by clauses (a)
through (k)
above, or
not required to be deposited in the Certificate Account under
this
Agreement.
Group II Subordinate Amount: As to any Distribution Date, the
excess of (i) the Group II Pool Balance
over (ii) the Group II-A Principal
Balance.
Group II Subordinated Percentage: As to any Distribution Date,
the percentage which is the difference
between 100% and the Group II-A
Percentage for such date.
Group II Subordinated Prepayment Percentage: As to any
Distribution Date, the percentage which is
the difference between 100% and
the Group II-A Prepayment Percentage for
such date.
Group III Adjusted Pool Amount: With respect to any
Distribution
Date, the aggregate of the Cut-Off Date
Principal Balances of the Group III
Mortgage Loans minus the sum of (i) all
amounts in respect of principal
received in respect of the Group III
Mortgage Loans (including, without
limitation, amounts received as Monthly
Payments, Periodic Advances,
Unscheduled Principal Receipts and
Substitution Principal Amounts) and
distributed to Holders of the Certificates
on such Distribution Date and all
prior Distribution Dates, (ii) the
principal portion of all Liquidated Loan
Losses incurred on such Group III Mortgage
Loans for which the Liquidation
Proceeds were received from the Cut-Off
Date through the end of the
Applicable Unscheduled Principal Receipt
Period with respect to Full
Unscheduled Principal Receipts for such
Distribution Date and (iii) the
principal portion of all Bankruptcy Losses
(other than Debt Service
Reductions) incurred on the Group III
Mortgage Loans from the Cut-Off Date
through the end of the period corresponding
to the Applicable Unscheduled
Principal Receipt Period with respect to
Full Unscheduled Principal Receipts
for such Distribution Date.
Group III Apportioned Principal Balance: As to any Distribution
Date and any Class of Class B Certificates,
an amount equal to the product of
(i) the Principal Balance of the Class of
Class B Certificates and (ii) a
fraction, the numerator of which is the
Group III Subordinate Amount and the
denominator of which is the sum of the
Group I Subordinate Amount, the Group
II Subordinate Amount, the Group III
Subordinate Amount and the Group IV
Subordinate Amount.
Group III Class B Percentage: Any of the Group III Class B-1
Percentage, Group III Class B-2 Percentage,
Group III Class B-3 Percentage,
Group III Class B-4 Percentage, Group III
Class B-5 Percentage or Group III
Class B-6 Percentage.
Group III Class B Prepayment Percentage: Any of the Group III
Class B-1 Prepayment Percentage, Group III
Class B-2 Prepayment Percentage,
Group III Class B-3 Prepayment Percentage,
Group III Class B-4 Prepayment
Percentage, Group III Class B-5 Prepayment
Percentage or Group III Class B-6
Prepayment Percentage.
Group III Class B-1 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying the
Group III Subordinated Percentage by
a fraction, the numerator of which is the
Class B-1 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is the Class B
Principal Balance.
Group III Class B-1 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group III Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-1 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-1
Certificates are the only Class B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i),
the Group III Class B-1 Prepayment
Percentage for such unscheduled principal
distributions for such Distribution Date
will be one.
Group III Class B-2 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying (i)
the Group III Subordinated
Percentage by (ii) a fraction, the
numerator of which is the Class B-2
Principal Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the Class B Principal
Balance.
Group III Class B-2 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group III Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-2 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-2
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Group III Class B-2
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Group III Class B-3 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying (i)
the Group III Subordinated
Percentage by (ii) a fraction, the
numerator of which is the Class B-3
Principal Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the Class B Principal
Balance.
Group III Class B-3 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group III Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-3 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-3
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Group III Class B-3
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Group III Class B-4 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying (i)
the Group III Subordinated
Percentage by (ii) a fraction, the
numerator of which is the Class B-4
Principal Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the Class B Principal
Balance.
Group III Class B-4 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group III Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-4 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Group III Class B-4
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Group III Class B-5 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying (i)
the Group III Subordinated
Percentage by (ii) a fraction, the
numerator of which is the Class B-5
Principal Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the Class B Principal
Balance.
Group III Class B-5 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group III Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-5 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-5
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Group III Class B-5
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Group III Class B-6 Percentage: As to any Distribution Date,
the
percentage calculated by multiplying (i)
the Group III Subordinated
Percentage by (ii) a fraction, the
numerator of which is the Class B-6
Principal Balance (determined as of the
Determination Date preceding such
Distribution Date) and the denominator of
which is the Class B Principal
Balance.
Group III Class B-6 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group III Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-6 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-6
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Group III Class B-6
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Group III Mortgage Loans: Those Mortgage Loans listed on
Exhibit
F-1C attached hereto.
Group III Pool Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balances of
all Group III Mortgage Loans that
were Outstanding Mortgage Loans on the Due
Date in the month preceding the
month of such Distribution Date.
Group III Pool Distribution Amount: As of any Distribution
Date,
the funds eligible for distribution to the
Group III-A Certificates and Class
B Certificates on such Distribution Date,
which shall be the sum of (i) all
previously undistributed payments or other
receipts on account of principal
and interest on or in respect of the Group
III Mortgage Loans (including,
without limitation, the proceeds of any
repurchase of a Group III Mortgage
Loan by the Seller and any Substitution
Principal Amount) received by the
Master Servicer with respect to the
applicable Remittance Date in the month
of such Distribution Date and any
Unscheduled Principal Receipts received by
the Master Servicer on or prior to the
Business Day preceding such
Distribution Date, (ii) all Periodic
Advances made with respect to Group III
Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or
Periodic Advances with respect to Group III
Mortgage Loans made by the Master
Servicer or the Trustee pursuant to Section
3.03, (iii) any remaining
Reimbursement Amount as provided in Section
4.01(a) and (iv) all other
amounts (including any Insurance Proceeds
and Compensating Interest) with
respect to a Group III Mortgage Loan
required to be placed in the Certificate
Account by the Servicer on or before the
applicable Remittance Date or by the
Master Servicer or the Trustee on or prior
to the Distribution Date, but
excluding the following:
(a) amounts received as late payments of principal or interest
with
respect to
a Group III Mortgage Loan and respecting which the Master
Servicer
or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group III Mortgage
Loan
by the
Master Servicer or the Trustee;
(c) that portion of each payment of interest on a particular
Group
III
Mortgage Loan which represent (i) the applicable Servicing Fee
and
(ii) the
Master Servicing Fee;
(d) all amounts representing scheduled payments of principal
and
interest
on Group III Mortgage Loans due after the Due Date occurring in
the month
in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers
with
respect to Group III Mortgage Loans after the Applicable
Unscheduled
Principal
Receipt Period relating to the Distribution Date for the
applicable
type of Unscheduled Principal Receipt, and all related payments
of
interest on such amounts;
(f) all repurchase proceeds with respect to Group III Mortgage
Loans
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08 on
or
following
the Determination Date in the month in which such Distribution
Date
occurs and the difference between the unpaid principal balance of
a
Group III
Mortgage Loan substituted for a Group III Mortgage Loan
pursuant
to Section
2.02, 2.03 or 2.06 on or following the Determination Date in
the month
in which such Distribution Date occurs and the unpaid principal
balance of such
Group I Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to
any Group III Mortgage Loan which represents any unpaid
Servicing
Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group III Mortgage Loans;
(j) Month End Interest in respect of Group III Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in
respect of
Group III Mortgage Loans; and
(l) all other amounts permitted to be withdrawn from the
Certificate
Account,
to the extent not covered by clauses (a) through (k) above, or
not
required to be deposited in the Certificate Account under this
Agreement.
Group III Subordinate Amount: As to any Distribution Date, the
excess of (i) the Group III Pool Balance
over (ii) the Group III-A Principal
Balance.
Group III Subordinated Percentage: As to any Distribution Date,
the percentage which is the difference
between 100% and the Group III-A
Percentage for such date.
Group III Subordinated Prepayment Percentage: As to any
Distribution Date, the percentage which is
the difference between 100% and
the Group III-A Prepayment Percentage for
such date.
Group IV Adjusted Pool Amount: With respect to any Distribution
Date, the aggregate of the Cut-Off Date
Principal Balances of the Group IV
Mortgage Loans minus the sum of (i) all
amounts in respect of principal
received in respect of the Group IV
Mortgage Loans (including, without
limitation, amounts received as Monthly
Payments, Periodic Advances,
Unscheduled Principal Receipts and
Substitution Principal Amounts) and
distributed to Holders of the Certificates
on such Distribution Date and all
prior Distribution Dates, (ii) the
principal portion of all Liquidated Loan
Losses incurred on such Group IV Mortgage
Loans for which the Liquidation
Proceeds were received from the Cut-Off
Date through the end of Applicable
Unscheduled Principal Receipt Period with
respect to Full Unscheduled
Principal Receipts for such Distribution
Date and (iii) the principal portion
of all Bankruptcy Losses (other than Debt
Service Reductions) incurred on the
Group IV Mortgage Loans from the Cut-Off
Date through the end of the period
corresponding to the Applicable Unscheduled
Principal Receipt Period with
respect to Full Unscheduled Principal
Receipts for such Distribution Date.
Group IV Apportioned Principal Balance: As to any Distribution
Date and any Class of Class B Certificates,
an amount equal to the product of
(i) the Principal Balance of the Class of
Class B Certificates and (ii) a
fraction, the numerator of which is the
Group IV Subordinate Amount and the
denominator of which is the sum of the
Group I Subordinate Amount, the Group
II Subordinate Amount, the Group III
Subordinate Amount and the Group IV
Subordinate Amount.
Group IV Class B Percentage: Any of the Group IV Class B-1
Percentage, Group IV Class B-2 Percentage,
Group IV Class B-3 Percentage,
Group IV Class B-4 Percentage, Group IV
Class B-5 Percentage or Group IV
Class B-6 Percentage.
Group IV Class B Prepayment Percentage: Any of the Group IV
Class
B-1 Prepayment Percentage, Group IV Class
B-2 Prepayment Percentage, Group IV
Class B-3 Prepayment Percentage, Group IV
Class B-4 Prepayment Percentage,
Group IV Class B-5 Prepayment Percentage or
Group IV Class B-6 Prepayment
Percentage.
Group IV Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group IV Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class B-1 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is the Class B
Principal Balance.
Group IV Class B-1 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group IV Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-1 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-1
Certificates are the only Class B
Certificates eligible to receive such
unscheduled principal distributions in
accordance with Section 4.01(d)(i),
the Group IV Class B-1 Prepayment
Percentage for such unscheduled principal
distributions for such Distribution Date
will be one.
Group IV Class B-2 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group IV Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class B-2 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is the Class B
Principal Balance.
Group IV Class B-2 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group IV Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-2 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-2
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Group IV Class B-2
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Group IV Class B-3 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group IV Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class B-3 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is the Class B
Principal Balance.
Group IV Class B-3 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group IV Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-3 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-3
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Group IV Class B-3
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Group IV Class B-4 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group IV Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class B-4 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is the Class B
Principal Balance.
Group IV Class B-4 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group IV Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-4 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Group IV Class B-4
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Group IV Class B-5 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group IV Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class B-5 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is the Class B
Principal Balance.
Group IV Class B-5 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group IV Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-5 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-5
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Group IV Class B-5
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Group IV Class B-6 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i)
the Group IV Subordinated Percentage
by (ii) a fraction, the numerator of which
is the Class B-6 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is the Class B
Principal Balance.
Group IV Class B-6 Prepayment Percentage: As to any
Distribution
Date, except as set forth in the next
sentence, the percentage calculated by
multiplying (i) the Group IV Subordinated
Prepayment Percentage by (ii) a
fraction, the numerator of which is the
Class B-6 Principal Balance
(determined as of the Determination Date
preceding such Distribution Date)
and the denominator of which is (a) for the
purpose of allocating Liquidation
Proceeds (other than Partial Liquidation
Proceeds), the Class B Principal
Balance and (b) for the purpose of
allocating all other unscheduled principal
distributions, the Principal Balances of
the Classes of Class B Certificates
eligible to receive such unscheduled
principal distributions for such
Distribution Date in accordance with the
provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-6
Certificates are not eligible to receive
such unscheduled principal
distributions in accordance with Section
4.01(d)(i), the Group IV Class B-6
Prepayment Percentage for such unscheduled
principal distributions for such
Distribution Date will be zero.
Group IV Mortgage Loans: Those Mortgage Loans listed on Exhibit
F-1D attached hereto.
Group IV Pool Balance: As to any Distribution Date, the
aggregate
Scheduled Principal Balances of all Group
IV Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date
in the month preceding the month
of such Distribution Date.
Group IV Pool Distribution Amount: As of any Distribution Date,
the funds eligible for distribution to the
Group IV-A Certificates and Class
B Certificates on such Distribution Date,
which shall be the sum of (i) all
previously undistributed payments or other
receipts on account of principal
and interest on or in respect of the Group
IV Mortgage Loans (including,
without limitation, the proceeds of any
repurchase of a Group IV 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 IV
Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or
Periodic Advances with respect to Group IV
Mortgage Loans made by the Master
Servicer or the Trustee pursuant to Section
3.03, (iii) any remaining
Reimbursement Amount as provided in Section
4.01(a) and (iv) all other
amounts (including any Insurance Proceeds
and Compensating Interest) with
respect to a Group IV 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 IV 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 IV Mortgage
Loan by
the Master
Servicer or the Trustee;
(c) that portion of each payment of interest on a particular
Group IV
Mortgage Loan which represents (i) the applicable Servicing Fee
and (ii)
the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal
and
interest on Group IV 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 IV 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 IV 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 IV Mortgage Loan substituted for a Group IV 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 IV Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to
any Group IV Mortgage Loan which represents any unpaid
Servicing
Fee or Master Servicing Fee;
(h)
all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group IV Mortgage Loans;
(j) Month End Interest in respect of Group IV Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in
respect of
Group IV 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 IV Subordinate Amount: As to any Distribution Date, the
excess of (i) the Group IV Pool Balance
over (ii) the Group IV-A Principal
Balance.
Group IV Subordinated Percentage: As to any Distribution Date,
the percentage which is the difference
between 100% and the Group VI-A
Percentage for such date.
Group IV Subordinated
Prepayment Percentage: As to any
Distribution Date, the percentage which is
the difference between 100% and
the Group IV-A Prepayment Percentage for
such date.
Group I-A Certificate: Any Class I-A-1 or Class I-A-2
Certificate.
Group I-A Distribution Amount: As to any Distribution Date and
any Class of Group I-A Certificates, the
amount distributable to such Class
of Group I-A Certificates pursuant to
Paragraphs first clause (A), second
clause (A) and third clause (A) of Section
4.01(a)(i).
Group I-A Interest Accrual Amount: As to any Distribution Date,
the sum of the Interest Accrual Amounts for
the Group I-A Certificates with
respect to such Distribution Date.
Group I-A Interest Percentage: As to any Distribution Date and
any Class of Group I-A Certificates, the
percentage calculated by dividing
the Interest Accrual Amount of such Class
(determined without regard to
clause (ii) of the definition thereof) by
the Group I-A Interest Accrual
Amount (determined without regard to clause
(ii) of the definition of each
Interest Accrual Amount).
Group I-A Interest Shortfall Amount: As to any Distribution
Date
and any Class of Group I-A Certificates,
any amount by which the Interest
Accrual Amount of such Class with respect
to such Distribution Date exceeds
the amount distributed in respect of such
Class on such Distribution Date
pursuant to Paragraph first clause (A) of
Section 4.01(a)(i).
Group I-A Loss Denominator: As to any Determination Date, an
amount equal to the Group I-A Principal
Balance.
Group I-A Loss Percentage: As to any Determination Date and any
Class of Group I-A Certificates, the
percentage calculated by dividing the
Principal Balance of such Class by the
Group I-A Loss Denominator (determined
without regard to any such Principal
Balance of any Class of Group I-A
Certificates not then outstanding), in each
case determined as of the
preceding Determination Date.
Group I-A Optimal Amount: As to any Distribution Date, the sum
for such Distribution Date of (i) the Group
I-A Interest Accrual Amount, (ii)
the Aggregate Group I-A Unpaid Interest
Shortfall and (iii) the Group I-A
Optimal Principal Amount.
Group I-A Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum,
as to each Group I Mortgage Loan
that is an Outstanding Mortgage Loan,
of:
(i) the Group I-A Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I-A Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I-A Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date 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 such Mortgage Loan substituted for a Mortgage Loan
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date over the unpaid principal balance of
such
Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable
Servicer,
the Master
Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the
Group I-A Prepayment Percentage of the Recovery for Loan Group
I for such
Distribution Date.
Group I-A Percentage: As to any Distribution Date occurring on
or
prior to the Subordination Depletion Date,
the lesser of (i) 100% and (ii)
the percentage obtained by dividing the
Group I-A Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) by
the Group I Pool Balance. As to any
Distribution Date occurring subsequent to
the Subordination Depletion Date, 100% or
such lesser percentage which will
cause the Group I-A Principal Balance to
decline to zero following the
distribution made on such Distribution
Date.
Group I-A Prepayment Percentage: As to any Distribution Date to
and including the Distribution Date in
April 2010, 100%. As to any
Distribution Date subsequent to April 2010
to and including the Distribution
Date in April 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
April 2011 to and including the
Distribution Date in April 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 April 2012 to
and including the Distribution Date in
April 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
April 2013 to and including the
Distribution Date in April 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 April 2014, the Group
I-A Percentage as of such
Distribution Date.
No reduction of the level of the Group I-A Prepayment
Percentage
shall occur on any Distribution Date
unless, as of such Distribution Date,
(A) the average outstanding principal
balance on such Distribution Date and
for the preceding five Distribution Dates
of the Mortgage Loans in all Loan
Groups that were delinquent 60 days or more
(including for this purpose any
Mortgage Loans in foreclosure and Mortgage
Loans with respect to which the
related Mortgaged Property has been
acquired by the Trust Estate) does not
exceed 50% of the Class B Principal
Balance; and (B) cumulative Realized
Losses on the Mortgage Loans in all Loan
Groups do not exceed the following
percentages of the Original Subordinated
Principal Amount: (1) 30%, if such
Distribution Date occurs between and
including May 2010 and April 2011 (2)
35%, if such Distribution Date occurs
between and including May 2011 and
April 2012, (3) 40%, if such Distribution
Date occurs between and including
May 2012 and April 2013, (4) 45%, if such
Distribution Date occurs between
and including May 2013 and April 2014, and
(5) 50%, if such Distribution Date
occurs during or after May 2014.
Notwithstanding the foregoing, with respect to any Distribution
Date on which the preceding criteria are
not met, the reduction of the Group
I-A Prepayment Percentage described in the
second through sixth sentences of
this definition of Group I-A Prepayment
Percentage shall not be applicable
with respect to such Distribution Date. In
such event, the Group I-A
Prepayment Percentage for such Distribution
Date will be determined in
accordance with the applicable provision,
as set forth in the first through
fifth sentences of this definition, which
was actually used to determine the
Group I-A Prepayment Percentage for the
Distribution Date occurring in the
April preceding such Distribution Date (it
being understood that for the
purposes of the determination of the Group
I-A Prepayment Percentage for the
current Distribution Date, the current
Group I-A Percentage and Group I
Subordinated Percentage shall be
utilized).
In addition, if on any Distribution Date, prior to giving
effect
to any distributions on such Distribution
Date, (i) the Aggregate
Subordinated Percentage is equal to or
greater than twice the Aggregate
Subordinated Percentage as of the Cut-Off
Date, (ii) the average outstanding
principal balance on such Distribution Date
and for the preceding five
Distribution Dates of the Mortgage Loans in
all Loan Groups that were
delinquent 60 days or more (including for
this purpose any Mortgage Loans in
foreclosure and Mortgage Loans with respect
to which the related Mortgaged
Property has been acquired by the Trust
Estate) does not exceed 50% of the
Class B Principal Balance and (iii)(A)
prior to the Distribution Date in May
2008, cumulative Realized Losses on the
Mortgage Loans in all Loan Groups do
not exceed 20% of the Original Subordinated
Principal Amount, then the Group
I-A Prepayment Percentage for such
Distribution Date will equal the Group I-A
Percentage for such Distribution Date plus
50% of the Group I Subordinated
Percentage for such Distribution Date or
(B) on or after the Distribution
Date in May 2008, cumulative Realized
Losses on the Mortgage Loans in all
Loan Groups do not exceed 30% of the
Original Subordinated Principal Amount,
then the Group I-A Prepayment Percentage
for such Distribution Date will
equal the Group I-A Percentage for such
Distribution Date.
Notwithstanding the foregoing, if on any Distribution Date, the
Aggregate Class A Percentage exceeds such
percentage as of the Cut-Off Date,
then the Group I-A Prepayment Percentage
will equal 100%.
If on any Distribution Date the allocation to the Group I-A
Certificates of Unscheduled Principal
Receipts and other amounts in the
percentage required above would reduce the
Group I-A Principal Balance below
zero, the Group I-A Prepayment Percentage
for such Distribution Date will be
limited to the percentage necessary to
reduce the Group I-A Principal Balance
to zero. In addition, once the Group I-A
Principal Balance has been reduced
to zero, the Group I-A Prepayment
Percentage will be 0%.
With respect to any Distribution Date on which the Group I-A
Prepayment Percentage is reduced below the
Group I-A Prepayment Percentage
for the prior Distribution Date, the Master
Servicer shall certify to the
Trustee, based upon information provided by
each Servicer as to the Mortgage
Loans serviced by it that the criteria set
forth in this definition are met.
Group I-A Principal Balance: As of any date, an amount equal to
the sum of the Principal Balances for the
Group I-A Certificates.
Group I-A Principal Distribution Amount: As to any Distribution
Date, the aggregate amount distributed in
respect of the Classes of Group I-A
Certificates pursuant to Paragraph third
clause (A) of Section 4.01(a)(i).
Group I-A Shortfall Percentage: As to any Distribution Date and
any Class of Group I-A Certificates, the
percentage calculated by dividing
the Class A Unpaid Interest Shortfall for
such Class by the Aggregate Group
I-A Unpaid Interest Shortfall, in each case
determined as of the day
preceding the applicable Distribution
Date.
Group II-A Certificate: Any Class II-A-1, Class II-A-2, Class
II-A-R or Class II-A-LR Certificate.
Group II-A Distribution Amount: As to any Distribution Date and
any Class of Group II-A Certificates, the
amount distributable to such Class
of Group II-A Certificates pursuant to
Paragraphs first clause (B), second
clause (B) and third clause (B) of Section
4.01(a)(i).
Group II-A
Interest Accrual Amount: As to any Distribution Date,
the sum of the Interest Accrual Amounts for
the Classes of Group II-A
Certificates with respect to such
Distribution Date.
Group II-A Interest Percentage: As to any Distribution Date and
any Class of Group II-A Certificates, the
percentage calculated by dividing
the Interest Accrual Amount of such Class
(determined without regard to
clause (ii) of the definition thereof) by
the Group II-A Interest Accrual
Amount (determined without regard to clause
(ii) of the definition of each
Interest Accrual Amount).
Group II-A Interest Shortfall Amount: As to any Distribution
Date
and any Class of Group II-A Certificates,
any amount by which the Interest
Accrual Amount of such Class with respect
to such Distribution Date exceeds
the amount distributed in respect of such
Class on such Distribution Date
pursuant to Paragraph first clause (B) of
Section 4.01(a)(i).
Group II-A Loss Denominator: As to any Determination Date, an
amount equal to the Group II-A Principal
Balance.
Group II-A Loss Percentage: As to any Determination Date and
any
Class of Group II-A Certificates, the
percentage calculated by dividing the
Principal Balance of such Class by the
Group II-A Loss Denominator
(determined without regard to any such
Principal Balance of any Class of
Group II-A Certificates not then
outstanding), in each case determined as of
the preceding Determination Date.
Group II-A Optimal Amount: As to any Distribution Date, the sum
for such Distribution Date of (i) the Group
II-A Interest Accrual Amount,
(ii) the Aggregate Group II-A Unpaid
Interest Shortfall and (iii) the Group
II-A Optimal Principal Amount.
Group II-A Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum,
as to each Group II Mortgage Loan
that is an Outstanding Mortgage Loan,
of:
(i) the Group II-A Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group II-A Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group II-A Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group II-A Percentage of the excess of the unpaid
principal
balance of such Mortgage Loan substituted for a Mortgage Loan
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date over the unpaid principal balance of
such
Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable
Servicer,
the Master
Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the
Group II-A Prepayment Percentage of the Recovery for Loan
Group II
for such Distribution Date.
Group II-A Percentage: As to any Distribution Date occurring on
or prior to the Subordination Depletion
Date, the lesser of (i) 100% and (ii)
the percentage obtained by dividing the
Group II-A Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) by
the Group II Pool Balance. As to any
Distribution Date occurring subsequent
to the Subordination Depletion Date, 100%
or such lesser percentage which
will cause the Group II-A Principal Balance
to decline to zero following the
distribution made on such Distribution
Date.
Group II-A
Prepayment Percentage: As to any Distribution Date to
and including the Distribution Date in
April 2010, 100%. As to any
Distribution Date subsequent to April 2010
to and including the Distribution
Date in April 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 April 2011 to and including
the Distribution Date in April 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 April 2012 to
and including the Distribution Date in
April 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
April 2013 to and including the
Distribution Date in April 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 April 2014, the Group
II-A Percentage as of such
Distribution Date.
No reduction of the level of the Group II-A Prepayment
Percentage
shall occur on any Distribution Date
unless, as of such Distribution Date,
(A) the average outstanding principal
balance on such Distribution Date and
for the preceding five Distribution Dates
of the Mortgage Loans in all Loan
Groups that were delinquent 60 days or more
(including for this purpose any
Mortgage Loans in foreclosure and Mortgage
Loans with respect to which the
related Mortgaged Property has been
acquired by the Trust Estate) does not
exceed 50% of the Class B Principal
Balance; and (B) cumulative Realized
Losses on the Mortgage Loans in all Loan
Groups do not exceed the following
percentages of the Original Subordinated
Principal Amount: (1) 30%, if such
Distribution Date occurs between and
including May 2010 and April 2011 (2)
35%, if such Distribution Date occurs
between and including May 2011 and
April 2012, (3) 40%, if such Distribution
Date occurs between and including
May 2012 and April 2013, (4) 45%, if such
Distribution Date occurs between
and including May 2013 and April 2014, and
(5) 50%, if such Distribution Date
occurs during or after May 2014.
Notwithstanding the foregoing, with respect to any Distribution
Date on which the preceding criteria are
not met, the reduction of the Group
II-A Prepayment Percentage described in the
second through sixth sentences of
this definition of Group II-A Prepayment
Percentage shall not be applicable
with respect to such Distribution Date. In
such event, the Group II-A
Prepayment Percentage for such Distribution
Date will be determined in
accordance with the applicable provision,
as set forth in the first through
fifth sentences of this definition, which
was actually used to determine the
Group II-A Prepayment Percentage for the
Distribution Date occurring in the
April preceding such Distribution Date (it
being understood that for the
purposes of the determination of the Group
II-A Prepayment Percentage for the
current Distribution Date, the current
Group II-A Percentage and Group II
Subordinated Percentage shall be
utilized).
In addition, if on any Distribution Date, prior to giving
effect
to any distributions on such Distribution
Date, (i) the Aggregate
Subordinated Percentage is equal to or
greater than twice the Aggregate
Subordinated Percentage as of the Cut-Off
Date, (ii) the average outstanding
principal balance on such Distribution Date
and for the preceding five
Distribution Dates of the Mortgage Loans in
all Loan Groups that were
delinquent 60 days or more (including for
this purpose any Mortgage Loans in
foreclosure and Mortgage Loans with respect
to which the related Mortgaged
Property has been acquired by the Trust
Estate) does not exceed 50% of the
Class B Principal Balance and (iii)(A)
prior to the Distribution Date in May
2008, cumulative Realized Losses on the
Mortgage Loans in all Loan Groups do
not exceed 20% of the Original Subordinated
Principal Amount, then the Group
II-A Prepayment Percentage for such
Distribution Date will equal the Group
II-A Percentage for such Distribution Date
plus 50% of the Group II
Subordinated Percentage for such
Distribution Date or (B) on or after the
Distribution Date in May 2008, cumulative
Realized Losses on the Mortgage
Loans in all Loan Groups do not exceed 30%
of the Original Subordinated
Principal Amount, then the Group II-A
Prepayment Percentage for such
Distribution Date will equal the Group II-A
Percentage for such Distribution
Date.
Notwithstanding the foregoing, if on any Distribution Date, the
Aggregate Class A Percentage exceeds such
percentage as of the Cut-Off Date,
then the Group II-A Prepayment Percentage
will equal 100%.
If on any Distribution Date the allocation to the Group II-A
Certificates of Unscheduled Principal
Receipts and other amounts in the
percentage required above would reduce the
Group II-A Principal Balance below
zero, the Group II-A Prepayment Percentage
for such Distribution Date will be
limited to the percentage necessary to
reduce the Group II-A Principal
Balance to zero. In addition, once the
Group II-A Principal Balance has been
reduced to zero, the Group II-A Prepayment
Percentage will be 0%.
With respect to any Distribution Date on which the Group II-A
Prepayment Percentage is reduced below the
Group II-A Prepayment Percentage
for the prior Distribution Date, the Master
Servicer shall certify to the
Trustee, based upon information provided by
each Servicer as to the Mortgage
Loans serviced by it that the criteria set
forth in this definition are met.
Group II-A Principal Balance: As of any date, an amount equal
to
the sum of the Principal Balances for the
Group II-A Certificates.
Group II-A Principal Distribution Amount: As to any
Distribution
Date, the aggregate amount distributed in
respect of the Classes of Group
II-A Certificates pursuant to Paragraph
third clause (B) of Section
4.01(a)(i).
Group II-A Shortfall Percentage: As to any Distribution Date
and
any Class of Group II-A Certificates, the
percentage calculated by dividing
the Class A Unpaid Interest Shortfall for
such Class by the Aggregate Group
II-A Unpaid Interest Shortfall, in each
case determined as of the day
preceding the applicable Distribution
Date.
Group III-A Certificate: Any Class III-A-1 or Class III-A-2
Certificate.
Group III-A Distribution Amount: As to any Distribution Date
and
any Class of Group III-A Certificates, the
amount distributable to such Class
of Group III-A Certificates pursuant to
Paragraphs first clause (C), second
clause (C) and third clause (C) of Section
4.01(a)(i).
Group III-A Interest Accrual Amount: As to any Distribution
Date,
the sum of the Interest Accrual Amounts for
the Classes of Group III-A
Certificates with respect to such
Distribution Date.
Group III-A Interest Percentage: As to any Distribution Date
and
any Class of Group III-A Certificates, the
percentage calculated by dividing
the Interest Accrual Amount of such Class
(determined without regard to
clause (ii) of the definition thereof) by
the Group III-A Interest Accrual
Amount (determined without regard to clause
(ii) of the definition of each
Interest Accrual Amount).
Group III-A Interest Shortfall Amount: As to any Distribution
Date and any Class of Group III-A
Certificates, any amount by which the
Interest Accrual Amount of such Class with
respect to such Distribution Date
exceeds the amount distributed in respect
of such Class on such Distribution
Date pursuant to Paragraph first clause (C)
of Section 4.01(a)(i).
Group III-A Loss Denominator: As to any Determination Date, an
amount equal to the Group III-A Principal
Balance.
Group III-A Loss Percentage: As to any Determination Date and
any
Class of Group III-A Certificates, the
percentage calculated by dividing the
Principal Balance of such Class by the
Group III-A Loss Denominator
(determined without regard to any such
Principal Balance of any Class of
Group III-A Certificates not then
outstanding), in each case determined as of
the preceding Determination Date.
Group III-A Optimal Amount: As to any Distribution Date, the
sum
for such Distribution Date of (i) the Group
III-A Interest Accrual Amount,
(ii) the Aggregate Group III-A Unpaid
Interest Shortfall and (iii) the Group
III-A Optimal Principal Amount.
Group
III-A Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the
sum, as to each Group III
Mortgage Loan that is an Outstanding
Mortgage Loan, of:
(i) the Group III-A Percentage of the principal portion of the
Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group III-A Prepayment Percentage of all Unscheduled
Principal
Receipts (other than Recoveries) that were received by a
Servicer
with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date
for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group III-A Prepayment Percentage of the Scheduled
Principal
Balance of such Mortgage Loan which, during the one month
period
ending on
the day preceding the Determination Date for such Distribution
Date, was
repurchased by the Seller pursuant to Section 2.02, 2.03 or
3.08;
and
(iv) the Group III-A Percentage of the excess of the unpaid
principal
balance of such Mortgage Loan substituted for a Mortgage Loan
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date over the unpaid principal balance of
such
Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable
Servicer,
the Master
Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the
Group III-A Prepayment Percentage of the Recovery for Loan
Group III
for such Distribution Date.
Group III-A Percentage: As to any Distribution Date occurring
on
or prior to the Subordination Depletion
Date, the lesser of (i) 100% and (ii)
the percentage obtained by dividing the
Group III-A Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) by
the Group III Pool Balance. As to any
Distribution Date occurring subsequent
to the Subordination Depletion Date, 100%
or such lesser percentage which
will cause the Group III-A Principal
Balance to decline to zero following the
distribution made on such Distribution
Date.
Group III-A Prepayment Percentage: As to any Distribution Date
to
and including the Distribution Date in
April 2010, 100%. As to any
Distribution Date subsequent to April 2010
to and including the Distribution
Date in April 2011, the Group III-A
Percentage as of such Distribution Date
plus 70% of the Group III Subordinated
Percentage as of such Distribution
Date. As to any Distribution Date
subsequent to April 2011 to and including
the Distribution Date in April 2012, the
Group III-A Percentage as of such
Distribution Date plus 60% of the Group III
Subordinated Percentage as of
such Distribution Date. As to any
Distribution Date subsequent to April 2012
to and including the Distribution Date in
April 2013, the Group III-A
Percentage as of such Distribution Date
plus 40% of the Group III
Subordinated Percentage as of such
Distribution Date. As to any Distribution
Date subsequent to April 2013 to and
including the Distribution Date in
April 2014, the Group III-A Percentage as
of such Distribution Date plus 20%
of the Group III Subordinated Percentage as
of such Distribution Date. As to
any Distribution Date subsequent to April
2014, the Group III-A Percentage as
of such Distribution Date.
No reduction of the level of the Group III-A Prepayment
Percentage shall occur on any Distribution
Date unless, as of such
Distribution Date, (A) the average
outstanding principal balance on such
Distribution Date and for the preceding
five Distribution Dates of the
Mortgage Loans in all Loan Groups that were
delinquent 60 days or more
(including for this purpose any Mortgage
Loans in foreclosure and Mortgage
Loans with respect to which the related
Mortgaged Property has been acquired
by the Trust Estate) does not exceed 50% of
the Class B Principal Balance;
and (B) cumulative Realized Losses on the
Mortgage Loans in all Loan Groups
do not exceed the following percentages of
the Original Subordinated
Principal Amount: (1) 30%, if such
Distribution Date occurs between and
including May 2010 and April 2011 (2) 35%,
if such Distribution Date occurs
between and including May 2011 and April
2012, (3) 40%, if such Distribution
Date occurs between and including May 2012
and April 2013, (4) 45%, if such
Distribution Date occurs between and
including May 2013 and April 2014, and
(5) 50%, if such Distribution Date occurs
during or after May 2014.
Notwithstanding the foregoing, with respect to any Distribution
Date on which the preceding criteria are
not met, the reduction of the Group
III-A Prepayment Percentage described in
the second through sixth sentences
of this definition of Group III-A
Prepayment Percentage shall not be
applicable with respect to such
Distribution Date. In such event, the Group
III-A Prepayment Percentage for such
Distribution Date will be determined in
accordance with the applicable provision,
as set forth in the first through
fifth sentences of this definition, which
was actually used to determine the
Group III-A Prepayment Percentage for the
Distribution Date occurring in the
April preceding such Distribution Date (it
being understood that for the
purposes of the determination of the Group
III-A Prepayment Percentage for
the current Distribution Date, the current
Group III-A Percentage and Group
III Subordinated Percentage shall be
utilized).
In addition, if on any Distribution Date, prior to giving
effect
to any distributions on such Distribution
Date, (i) the Aggregate
Subordinated Percentage is equal to or
greater than twice the Aggregate
Subordinated Percentage as of the Cut-Off
Date, (ii) the average outstanding
principal balance on such Distribution Date
and for the preceding five
Distribution Dates of the Mortgage Loans in
all Loan Groups that were
delinquent 60 days or more (including for
this purpose any Mortgage Loans in
foreclosure and Mortgage Loans with respect
to which the related Mortgaged
Property has been acquired by the Trust
Estate) does not exceed 50% of the
Class B Principal Balance and (iii)(A)
prior to the Distribution Date in May
2008, cumulative Realized Losses on the
Mortgage Loans in all Loan Groups do
not exceed 20% of the Original Subordinated
Principal Amount, then the Group
III-A Prepayment Percentage for such
Distribution Date will equal the Group
III-A Percentage for such Distribution Date
plus 50% of the Group III
Subordinated Percentage for such
Distribution Date or (B) on or after the
Distribution Date in May 2008, cumulative
Realized Losses on the Mortgage
Loans in all Loan Groups do not exceed 30%
of the Original Subordinated
Principal Amount, then the Group III-A
Prepayment Percentage for such
Distribution Date will equal the Group
III-A Percentage for such Distribution
Date.
Notwithstanding the foregoing, if on any Distribution Date, the
Aggregate Class A Percentage exceeds such
percentage as of the Cut-Off Date,
then the Group III-A Prepayment Percentage
will equal 100%.
If on any Distribution Date the allocation to the Group III-A
Certificates of Unscheduled Principal
Receipts and other amounts in the
percentage required above would reduce the
Group III-A Principal Balance
below zero, the Group III-A Prepayment
Percentage for such Distribution Date
will be limited to the percentage necessary
to reduce the Group III-A
Principal Balance to zero. In addition,
once the Group III-A Principal
Balance has been reduced to zero, the Group
III-A Prepayment Percentage will
be 0%.
With respect to any Distribution Date on which the Group III-A
Prepayment Percentage is reduced below the
Group III-A Prepayment Percentage
for the prior Distribution Date, the Master
Servicer shall certify to the
Trustee, based upon information provided by
each Servicer as to the Mortgage
Loans serviced by it that the criteria set
forth in this definition are met.
Group III-A Principal Balance: As of any date, an amount equal
to
the sum of the Principal Balances for the
Group III-A Certificates.
Group III-A Principal Distribution Amount: As to any
Distribution
Date, the aggregate amount distributed in
respect of the Classes of Group
III-A Certificates pursuant to Paragraph
third clause (C) of Section
4.01(a)(i).
Group III-A Shortfall Percentage: As to any Distribution Date
and
any Class of Group III-A Certificates, the
percentage calculated by dividing
the Class A Unpaid Interest Shortfall for
such Class by the Aggregate Group
III-A Unpaid Interest Shortfall, in each
case determined as of the day
preceding the applicable Distribution
Date.
Group IV-A Certificate: Any Class IV-A-1 or Class IV-A-2
Certificate.
Group IV-A Distribution Amount: As to any Distribution Date and
any Class of Group IV-A Certificates, the
amount distributable to such Class
of Group IV-A Certificates pursuant to
Paragraphs first clause (D), second
clause (D) and third clause (D) of Section
4.01(a)(i).
Group IV-A Interest Accrual Amount: As to any Distribution
Date,
the sum of the Interest Accrual Amounts for
the Classes of Group IV-A
Certificates with respect to such
Distribution Date.
Group IV-A Interest Percentage: As to any Distribution Date and
any Class of Group IV-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 IV-A Interest Accrual
Amount (determined without regard to clause
(ii) of the definition of each
Interest Accrual Amount).
Group IV-A Interest Shortfall Amount: As to any Distribution
Date
and any Class of Group IV-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 (D) of
Section 4.01(a)(i).
Group IV-A Loss Denominator: As to any Determination Date, an
amount equal to the Group IV-A Principal
Balance.
Group IV-A Loss Percentage: As to any Determination Date and
any
Class of Group IV-A Certificates, the
percentage calculated by dividing the
Principal Balance of such Class by the
Group IV-A Loss Denominator
(determined without regard to any such
Principal Balance of any Class of
Group IV-A Certificates not then
outstanding), in each case determined as of
the preceding Determination Date.
Group IV-A Optimal Amount: As to any Distribution Date, the sum
for such Distribution Date of (i) the Group
IV-A Interest Accrual Amount,
(ii) the Aggregate Group IV-A Unpaid
Interest Shortfall and (iii) the Group
IV-A Optimal Principal Amount.
Group IV-A Optimal Principal Amount: As to any Distribution
Date,
an amount equal to the sum of (I) the sum,
as to each Group IV Mortgage Loan
that is an Outstanding Mortgage Loan,
of:
(i) the Group IV-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 IV-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 IV-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 IV-A Percentage of the excess of the unpaid
principal
balance of such Mortgage Loan substituted for a Mortgage Loan
during the
one month period ending on the day preceding the Determination
Date for
such Distribution Date over the unpaid principal balance of
such
Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable
Servicer,
the Master
Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the
Group IV-A Prepayment Percentage of the Recovery for Loan
Group IV for such Distribution
Date.
Group IV-A Percentage: As to any Distribution Date occurring on
or prior to the Subordination Depletion
Date, the lesser of (i) 100% and (ii)
the percentage obtained by dividing the
Group IV-A Principal Balance
(determined as of the Determination Date
preceding such Distribution Date) by
the Group IV Pool Balance. As to any
Distribution Date occurring subsequent
to the Subordination Depletion Date, 100%
or such lesser percentage which
will cause the Group IV-A Principal Balance
to decline to zero following the
distribution made on such Distribution
Date.
Group IV-A Prepayment Percentage: As to any Distribution Date
to
and including the Distribution Date in
April 2010, 100%. As to any
Distribution Date subsequent to April 2010
to and including the Distribution
Date in April 2011, the Group IV-A
Percentage as of such Distribution Date
plus 70% of the Group IV Subordinated
Percentage as of such Distribution
Date. As to any Distribution Date
subsequent to April 2011 to and including
the Distribution Date in April 2012, the
Group IV-A Percentage as of such
Distribution Date plus 60% of the Group IV
Subordinated Percentage as of such
Distribution Date. As to any Distribution
Date subsequent to April 2012 to
and including the Distribution Date in
April 2013, the Group IV-A Percentage
as of such Distribution Date plus 40% of
the Group IV Subordinated Percentage
as of such Distribution Date. As to any
Distribution Date subsequent to
April 2013 to and including the
Distribution Date in April 2014, the Group
IV-A Percentage as of such Distribution
Date plus 20% of the Group IV
Subordinated Percentage as of such
Distribution Date. As to any Distribution
Date subsequent to April 2014, the Group
IV-A Percentage as of such
Distribution Date.
No reduction of the level of the Group IV-A Prepayment
Percentage
shall occur on any Distribution Date
unless, as of such Distribution Date,
(A) the average outstanding principal
balance on such Distribution Date and
for the preceding five Distribution Dates
of the Mortgage Loans in all Loan
Groups that were delinquent 60 days or more
(including for this purpose any
Mortgage Loans in foreclosure and Mortgage
Loans with respect to which the
related Mortgaged Property has been
acquired by the Trust Estate) does not
exceed 50% of the Class B Principal
Balance; and (B) cumulative Realized
Losses on the Mortgage Loans in all Loan
Groups do not exceed the following
percentages of the Original Subordinated
Principal Amount: (1) 30%, if such
Distribution Date occurs between and
including May 2010 and April 2011 (2)
35%, if such Distribution Date occurs
between and including May 2011 and
April 2012, (3) 40%, if such Distribution
Date occurs between and including
May 2012 and April 2013, (4) 45%, if such
Distribution Date occurs between
and including May 2013 and April 2014, and
(5) 50%, if such Distribution Date
occurs during or after May 2014.
Notwithstanding the foregoing, with respect to any Distribution
Date on which the preceding criteria are
not met, the reduction of the Group
IV-A Prepayment Percentage described in the
second through sixth sentences of
this definition of Group IV-A Prepayment
Percentage shall not be applicable
with respect to such Distribution Date. In
such event, the Group IV-A
Prepayment Percentage for such Distribution
Date will be determined in
accordance with the applicable provision,
as set forth in the first through
fifth sentences of this definition, which
was actually used to determine the
Group IV-A Prepayment Percentage for the
Distribution Date occurring in the
April preceding such Distribution Date (it
being understood that for the
purposes of the determination of the Group
IV-A Prepayment Percentage for the
current Distribution Date, the current
Group IV-A Percentage and Group IV
Subordinated Percentage shall be
utilized).
In addition, if on any Distribution Date, prior to giving
effect
to any distributions on such Distribution
Date, (i) the Aggregate
Subordinated Percentage is equal to or
greater than twice the Aggregate
Subordinated Percentage as of the Cut-Off
Date, (ii) the average outstanding
principal balance on such Distribution Date
and for the preceding five
Distribution Dates of the Mortgage Loans in
all Loan Groups that were
delinquent 60 days or more (including for
this purpose any Mortgage Loans in
foreclosure and Mortgage Loans with respect
to which the related Mortgaged
Property has been acquired by the Trust
Estate) does not exceed 50% of the
Class B Principal Balance and (iii)(A)
prior to the Distribution Date in May
2008, cumulative Realized Losses on the
Mortgage Loans in all Loan Groups do
not exceed 20% of the Original Subordinated
Principal Amount, then the Group
IV-A Prepayment Percentage for such
Distribution Date will equal the Group
IV-A Percentage for such Distribution Date
plus 50% of the Group IV
Subordinated Percentage for such
Distribution Date or (B) on or after the
Distribution Date in May 2008, cumulative
Realized Losses on the Mortgage
Loans in all Loan Groups do not exceed 30%
of the Original Subordinated
Principal Amount, then the Group IV-A
Prepayment Percentage for such
Distribution Date will equal the Group IV-A
Percentage for such Distribution
Date.
Notwithstanding the foregoing, if on any Distribution Date, the
Aggregate Class A Percentage exceeds such
percentage as of the Cut-Off Date,
then the Group IV-A Prepayment Percentage
will equal 100%.
If on any Distribution Date the allocation to the Group IV-A
Certificates of Unscheduled Principal
Receipts and other amounts in the
percentage required above would reduce the
Group IV-A Principal Balance below
zero, the Group IV-A Prepayment Percentage
for such Distribution Date will be
limited to the percentage necessary to
reduce the Group IV-A Principal
Balance to zero. In addition, once the
Group IV-A Principal Balance has been
reduced to zero, the Group IV-A Prepayment
Percentage will be 0%.
With respect to any Distribution Date on which the Group IV-A
Prepayment Percentage is reduced below the
Group IV-A Prepayment Percentage
for the prior Distribution Date, the Master
Servicer shall certify to the
Trustee, based upon information provided by
each Servicer as to the Mortgage
Loans serviced by it that the criteria set
forth in this definition are met.
Group IV-A Principal Balance: As of any date, an amount equal
to
the sum of the Principal Balances for the
Group IV-A Certificates.
Group IV-A Principal Distribution Amount: As to any
Distribution
Date, the aggregate amount distributed in
respect of the Classes of Group
IV-A Certificates pursuant to Paragraph
third clause (D) of Section
4.01(a)(i).
Group IV-A Shortfall Percentage: As to any Distribution Date
and
any Class of Group IV-A Certificates, the
percentage calculated by dividing
the Class A Unpaid Interest Shortfall for
such Class by the Aggregate Group
IV-A Unpaid Interest Shortfall, in each
case determined as of the day
preceding the applicable Distribution
Date.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person,
such
Person who (i) is in fact independent of
the Seller, the Master Servicer and
any Servicer, (ii) does not have any direct
financial interest or any
material indirect financial interest in the
Seller or the Master Servicer or
any Servicer or in an affiliate of either,
and (iii) is not connected with
the Seller, the Master Servicer or any
Servicer as an officer, employee,
promoter, underwriter, trustee, partner,
director or person performing
similar functions.
Index: Either the One-Year CMT Index or the One-Year LIBOR
Index. In the event that either such
Index is no longer available, the
applicable Servicer will select a
substitute Index in accordance with the
terms of the related Mortgage Note and in
compliance with federal and state
law.
Insurance Policy: Any insurance or performance bond relating to
a
Mortgage Loan or the Mortgage Loans,
including any hazard insurance, special
hazard insurance, flood insurance, primary
mortgage insurance, mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to
any
Insurance Policy covering a Mortgage
Loan.
Insured Expenses: Expenses covered by any Insurance Policy
covering a Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any
Class of Class A Certificates, (i) the
product of (a) 1/12th of the Class A
Pass-Through Rate for such Class and (b)
the Principal Balance of such Class
as of the Determination Date immediately
preceding such Distribution Date
minus (ii) the sum of (A) the Group I-A
Interest Percentage, Group II-A
Interest Percentage, Group III-A Interest
Percentage or Group IV-A Interest
Percentage, as applicable, of such Class of
the interest portion of any
Realized Losses allocated to the Group I-A
Certificates, to the Group II-A
Certificates, to the Group III-A
Certificates or to the Group IV-A
Certificates, as applicable, on or after
the Subordination Depletion Date
pursuant to Section 4.02(c) and (B) the
Class A Interest Percentage of such
Class of any Non-Supported Interest
Shortfall or Relief Act Shortfall
allocated to the Class A Certificates with
respect to such Distribution
Date.
As to any Distribution Date and any Class of Class B
Certificates, an amount equal to (i) the
product of 1/12th of the Class B
Pass-Through Rate and the Principal Balance
of such Class as of the
Determination Date preceding such
Distribution Date minus (ii) the Class B
Interest Percentage of such Class of the
sum of any Non-Supported Interest
Shortfall and any Relief Act Shortfall
allocated to the Class B Certificates
with respect to such Distribution Date.
Letter of Credit: As defined in the Wells Fargo Bank Servicing
Agreement.
Liquidated Loan: A Mortgage Loan with respect to which the
related Mortgaged Property has been
acquired, liquidated or foreclosed and
with respect to which the applicable
Servicer determines that all Liquidation
Proceeds which it expects to recover have
been recovered.
Liquidated Loan Loss: With respect to any Distribution Date,
the
aggregate of the amount of losses with
respect to each Mortgage Loan which
became a Liquidated Loan during the
Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled
Principal Receipts for such
Distribution Date, equal to the excess of
(i) the unpaid principal balance of
each such Liquidated Loan, plus accrued
interest thereon in accordance with
the amortization schedule at the time
applicable thereto at the applicable
Net Mortgage Interest Rate from the Due
Date as to which interest was last
paid with respect thereto through the last
day of the month preceding the
month in which such Distribution Date
occurs, over (ii) Net Liquidation
Proceeds with respect to such Liquidated
Loan.
Liquidation Expenses: Expenses incurred by a Servicer in
connection with the liquidation of any
defaulted Mortgage Loan or property
acquired in respect thereof (including,
without limitation, legal fees and
expenses, committee or referee fees, and,
if applicable, brokerage
commissions and conveyance taxes), any
unreimbursed advances 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 I: The Group I Mortgage Loans.
Loan Group II: The Group II Mortgage Loans.
Loan Group III: The Group III Mortgage Loans.
Loan Group IV: The Group IV Mortgage Loans
Loan Group: Any of Loan Group I, Loan Group II, Loan Group III
or
Loan Group IV.
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 11.19.
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 April 27, 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 Exhibit F-1A,
Exhibit F-1B, Exhibit F-1C, Exhibit
F-1D, Exhibit F-2A, Exhibit F-2B, Exhibit
F-2C and Exhibit F-2D, which list
may be amended following the Closing Date
upon conveyance of a Substitute
Mortgage Loan pursuant to Section 2.02,
2.03 or 2.06 and which list shall set
forth at a minimum the following
information as of the close of business on
the Cut-Off Date (or, with respect to
Substitute Mortgage Loans, as of the
close of business on the day of
substitution) as to each Mortgage Loan:
(i) the Mortgage Loan
identifying number;
(ii) the city, state
and zip code of the Mortgaged Property;
(iii) the type of
property;
(iv) the Mortgage
Interest Rate;
(v) the Net Mortgage
Interest Rate;
(vi) the Monthly
Payment;
(vii) the original
number of months to maturity;
(viii) the scheduled
maturity date;
(ix) the Cut-Off Date
Principal Balance;
(x) the Loan-to-Value
Ratio at origination;
(xi) whether such
Mortgage Loan is covered by primary mortgage
insurance;
(xii) the applicable
Servicing Fee Rate;
(xiii) the Master
Servicing Fee Rate;
(xiv) the Index;
(xv) the Gross
Margin;
(xvi)
the Periodic Cap;
(xvii) the first
Adjustment Date;
(xviii) the Rate
Ceiling; and
(xix) for each Other
Servicer Mortgage Loan, the name of the
Servicer with respect thereto.
Such schedule may consist of multiple reports that collectively
set forth all of the information
required.
Mortgage Loans: Each of the mortgage loans transferred and
assigned to the Trustee on the Closing Date
pursuant to Section 2.01(a) and
any mortgage loans substituted therefor
pursuant to Section 2.02, 2.03 or
2.06, in each case as from time to time are
included in the Trust Estate as
identified in the Mortgage Loan
Schedule.
Mortgage Note: The note or other evidence of indebtedness
evidencing the indebtedness of a Mortgagor
under a Mortgage Loan together
with any related Mortgage Loan Riders, if
applicable.
Mortgaged Property: The property subject to a Mortgage, which
may
include Co-op Shares or residential
long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation
Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan,
a
rate equal to (i) the Mortgage Interest
Rate on such Mortgage Loan minus
(ii) the sum of (a) the applicable
Servicing Fee Rate, as set forth in
Section 11.18 with respect to such Mortgage
Loan and (b) the Master Servicing
Fee Rate, as set forth in Section 11.19
with respect to such Mortgage Loan.
Any regular monthly computation of interest
at such rate shall be based upon
annual interest at such rate on the
applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net
of any related expenses of the
Servicer.
Net WAC: As to any Loan Group and any Distribution Date, a per
annum rate equal to the weighted average of
the Net Mortgage Interest Rates
of the Mortgage Loans in such Loan Group
(based on the Scheduled Principal
Balances of the Mortgage Loans in such Loan
Group on the first day of the
month preceding the month in which such
Distribution Date occurs).
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Nonrecoverable Advance: Any portion of a Periodic Advance
previously made or proposed to be made in
respect of a Mortgage Loan which
has not been previously reimbursed to the
Servicer, the Master Servicer or
the Trustee, as the case may be, and which
the Servicer, the Master Servicer
or the Trustee determines will not, or in
the case of a proposed Periodic
Advance would not, be ultimately
recoverable from Liquidation Proceeds or
other recoveries in respect of the related
Mortgage Loan. The
determination
by the Servicer, the Master Servicer or the
Trustee (i) that it has made a
Nonrecoverable Advance or (ii) that any
proposed Periodic Advance, if made,
would constitute a Nonrecoverable Advance,
shall be evidenced by an Officer's
Certificate of the Servicer delivered to
the Master Servicer for redelivery
to the Trustee or, in the case of a Master
Servicer determination, an
Officer's Certificate of the Master
Servicer delivered to the Trustee, in
each case detailing the reasons for such
determination.
Non-Supported Interest Shortfall: With respect to any
Distribution Date, the sum of (i) the
excess, if any, of the aggregate
Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate
Compensating Interest with respect to such
Distribution Date and (ii)
Curtailment Interest Shortfalls with
respect to such Distribution Date. With
respect to each Distribution Date occurring
on or after the Subordination
Depletion Date, the Non-Supported Interest
Shortfall determined pursuant to
the preceding sentence will be increased by
the amount of any Subordination
Depletion Date Interest Shortfall for such
Distribution Date.
Any
Non-Supported Interest Shortfall will be
allocated to (a) the Class A
Certificates according to the percentage
obtained by dividing the Aggregate
Class A Principal Balance by the Aggregate
Principal Balance and (b) the
Class B Certificates according to the
percentage obtained by dividing the
Class B Principal Balance by the Aggregate
Principal Balance.
Non-U.S. Person: As defined in Section 4.01(g).
NYCEMA: A New York Consolidation, Extension and Modification
Agreement.
Officers' Certificate: With respect to any Person, a
certificate
signed by the Chairman of the Board, the
President or a Vice President, and
by the Treasurer, the Secretary or one of
the Assistant Treasurers or
Assistant Secretaries of such Person (or,
in the case of a Person which is
not a corporation, signed by the person or
persons having like
responsibilities), and delivered to the
Trustee.
One-Year CMT Index: As to any Mortgage Loan and Adjustment
Date,
a rate per annum that is defined to be the
weekly average yield on United
States Treasury Securities adjusted to a
constant maturity of one year, as
made available by the Federal Reserve
Board, published in Federal Reserve
Statistical Release H.15 (519) and most
recently available as of the date 45
days before the applicable Adjustment
Date.
One-Year LIBOR Index: As to any Mortgage Loan and Adjustment
Date, a rate per annum that is defined to
be the average of interbank offered
rates for one-year U.S. dollar-denominated
deposits in the London market, as
published in The Wall Street Journal and
most recently available as of the
date 45 days before the applicable
Adjustment Date.
Opinion of Counsel: A written opinion of counsel, who may be
outside or salaried counsel for the Seller,
a Servicer or the Master
Servicer, or any affiliate of the Seller, a
Servicer or the Master Servicer,
acceptable to the Trustee if such opinion
is to be delivered to the Trustee;
provided, however, that with respect to
REMIC matters, matters relating to
the determination of Eligible Accounts or
matters relating to transfers of
Certificates, such counsel shall be
Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an
Optimal Adjustment Event will
occur with respect to such Class if: (i)
the Principal Balance of such Class
on the Determination Date succeeding such
Distribution Date would have been
reduced to zero (regardless of whether such
Principal Balance was reduced to
zero as a result of principal distribution
or the allocation of Realized
Losses) and (ii) (a) the Principal Balance
of any Class of Class A
Certificates would be subject to further
reduction as a result of the third
sentence of the definition of Principal
Balance or (b) the Principal Balance
of a Class of Class B Certificates with a
lower numerical designation would
be reduced with respect to such
Distribution Date as a result of the
application of the proviso in the
definition of Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance or
Class B-6 Principal Balance.
Original Aggregate Subordinated Percentage: The Aggregate
Subordinated Percentage as of the Cut-Off
Date, as set forth in Section 11.06.
Original Group I-A Percentage: The Group I-A Percentage as of
the
Cut-Off Date, as set forth in Section
11.03(a).
Original Group II-A Percentage: The Group II-A Percentage as of
the Cut-Off Date, as set forth in Section
11.03(b).
Original Group III-A Percentage: The Group III-A Percentage as
of
the Cut-Off Date, as set forth in Section
11.03(c).
Original Group IV-A Percentage: The Group IV-A Percentage as of
the Cut-Off Date, as set forth in Section
11.03(d).
Original Class B Principal Balance: The sum of the Original
Class B-1 Principal Balance, Original Class
B-2 Principal Balance, Original
Class B-3 Principal Balance, Original Class
B-4 Principal Balance, Original
Class B-5 Principal Balance and Original
Class B-6 Principal Balance, as set
forth in Section 11.08.
Original Class B-1 Fractional Interest: As to the first
Distribution Date, the percentage obtained
by dividing the sum of the
Original Class B-2 Principal Balance, the
Original Class B-3 Principal
Balance, the Original Class B-4 Principal
Balance, the Original Class B-5
Principal Balance and the Original Class
B-6 Principal Balance by the Cut-Off
Date Aggregate Principal Balance.
The Original Class B-1
Fractional Interest
is specified in Section 11.09.
Original Class B-2 Fractional Interest: As to the first
Distribution Date, the percentage obtained
by dividing the sum of the
Original Class B-3 Principal Balance, the
Original Class B-4 Principal
Balance, the Original Class B-5 Principal
Balance and the Original Class B-6
Principal Balance by the Cut-Off Date
Aggregate Principal Balance. The
Original Class B-2 Fractional Interest is
specified in Section 11.10.
Original Class B-3 Fractional Interest: As to the first
Distribution Date, the percentage obtained
by dividing the sum of the
Original Class B-4 Principal Balance, the
Original Class B-5 Principal
Balance and the Original Class B-6
Principal Balance by the Cut-Off Date
Aggregate Principal Balance. The Original Class B-3 Fractional
Interest is
specified in Section 11.11.
Original Class B-4 Fractional Interest: As to the first
Distribution Date, the percentage obtained
by dividing the sum of the
Original Class B-5 Principal Balance and
the Original Class B-6 Principal
Balance by the Cut-Off Date Aggregate
Principal Balance. The
Original
Class B-4 Fractional Interest is specified
in Section 11.12.
Original Class B-5 Fractional Interest: As to the first
Distribution Date, the percentage obtained
by dividing the Original Class B-6
Principal Balance by the Cut-Off Date
Aggregate Principal Balance. The
Original Class B-5 Fractional Interest is
specified in Section 11.13.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.08.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.08.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.08.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.08.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.08.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set
forth in Section 11.08.
Original Principal Balance: Any of the Original Principal
Balances of the Classes of Class A
Certificates as set forth in
Section 11.04; the Original Class B-1
Principal Balance, Original Class B-2
Principal Balance, Original Class B-3
Principal Balance, Original Class B-4
Principal Balance, Original Class B-5
Principal Balance or Original Class B-6
Principal Balance as set forth in Section
11.08.
Original Subordinated Principal Amount: The Class B Principal
Balance as of the Cut-Off Date.
Other Servicer: Any of the Servicers other than Wells Fargo
Bank.
Other Servicer Mortgage Loan: Any of the Mortgage Loans, if
any,
identified in Exhibit F-2A, Exhibit F-2B,
Exhibit F-2C and Exhibit F-2D
hereto, as such Exhibits may be amended
from time to time in connection with
a substitution pursuant to Section 2.02,
2.03 or 2.06, which Mortgage Loan is
serviced under an Other Servicing
Agreement.
Other Servicing Agreements: The Servicing Agreements other than
the Wells Fargo Bank Servicing
Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was
not the subject of a Full
Unscheduled Principal Receipt prior to such
Due Date and which was not
repurchased by the Seller prior to such Due
Date pursuant to Section 2.02,
2.03 or 3.08.
Owner Mortgage Loan File: A file maintained by the Custodian
for
each Mortgage Loan that contains the
documents specified in Section 2.01(a)
and any additional documents required to be
added to the Owner Mortgage Loan
File pursuant to this Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by
a
Servicer prior to the Unscheduled Principal
Receipt Period in which the
related Mortgage Loan became a Liquidated
Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled
Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trustee to
make distributions to Certificateholders
with respect to the Certificates and
to forward to Certificateholders the
periodic and annual statements required
by Section 4.04. The Paying Agent may be the
Trustee. The initial
Paying
Agent is appointed in Section 4.03(b).
Payment Account: The account maintained pursuant to Section
4.03(a).
Percentage Interest: With respect to a Class A Certificate of a
Class, the undivided percentage interest
obtained by dividing the original
principal balance of such Certificate by
the Original Principal Balance of
such Class of Class A Certificates.
With respect to a
Class B Certificate of
a Class, the undivided percentage interest
obtained by dividing the original
principal balance of such Certificate by
the Original Principal Balance of
such Class of Class B Certificates.
Periodic Advance: The aggregate of the advances required to be
made by a Servicer on any Distribution Date
pursuant to its Servicing
Agreement or by the Master Servicer or the
Trustee hereunder, the amount of
any such advances being equal to the total
of all Monthly Payments (adjusted,
in each case (i) in respect of interest, to
the applicable Mortgage Interest
Rate less the Servicing Fee in the case of
Periodic Advances made by a
Servicer and to the applicable Net Mortgage
Interest Rate in the case of
Periodic Advances made by the Master
Servicer or Trustee and (ii) by the
amount of any related Debt Service
Reductions or reductions in the amount of
interest collectable from the Mortgagor
pursuant to the Servicemembers Civil
Relief Act, as it may be amended from time
to time, or similar legislation or
regulations then in effect) on the Mortgage
Loans, that (x) were delinquent
as of the close of business on the related
Determination Date, (y) were not
the subject of a previous Periodic Advance
by such Servicer or of a Periodic
Advance by the Master Servicer or the
Trustee, as the case may be and
(z) have not been determined by the Master
Servicer, such Servicer or Trustee
to be Nonrecoverable Advances.
Periodic Cap: For each Mortgage Loan, the applicable limit on
adjustment of the Mortgage Interest Rate
for each Adjustment Date specified
in the applicable Mortgage Note and
designated as such in the Mortgage Loan
Schedule.
Person: Any individual, corporation, partnership, joint
venture,
association, joint-stock company, trust,
unincorporated organization or
government or any agency or political
subdivision thereof.
Plan: As defined in Section 5.02(c).
Pledge Holder: As defined in the Wells Fargo Bank Servicing
Agreement.
Pledged Asset Mortgage Loans: The Mortgage Loans listed on
Exhibit Q for which Letters of Credit have
been issued.
PMI Advance: As defined in the related Servicing Agreement, if
applicable.
Pool Balance: Any of
the Group I Pool Balance, Group II Pool
Balance, Group III Pool Balance or Group IV
Pool Balance.
Pool Scheduled Principal Balance: The sum of the Group I Pool
Balance, Group II Pool Balance, Group III
Pool Balance and Group IV Pool
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.
Principal Adjustment: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal
Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal
Principal Amount, Class B-5 Optimal
Principal Amount or Class B-6 Optimal
Principal Amount is calculated in
accordance with the proviso in such
definition with respect to any
Distribution Date, the Principal Adjustment
for such Class of Class B
Certificates shall equal the difference
between (i) the amount that would
have been distributed to such Class as
principal in accordance with
Section 4.01(a)(ii) for such Distribution
Date, calculated without regard to
such proviso and assuming there are no
Principal Adjustments for such
Distribution Date and (ii) the Adjusted
Principal Balance for such Class.
Principal Balance: As of the first Determination Date and as to
any Class of Class A Certificates, the
Original Principal Balance of such
Class. As of any subsequent Determination
Date prior to the Subordination
Depletion Date and as to any Class of Class
A Certificates, the Original
Principal Balance of such Class less the
sum of all amounts previously
distributed in respect of such Class on
prior Distribution Dates (i) pursuant
to Paragraph third of Section 4.01(a)(i)
and (ii) as a result of a Principal
Adjustment. After the Subordination Depletion
Date, each such Principal
Balance of a Class of Class A Certificates
will also be reduced (if clause
(i) is greater than clause (ii)) or
increased (if clause (i) is less than
clause (ii)) on each Determination Date by
an amount equal to the product of
the Group I-A Loss Percentage, Group II-A
Loss Percentage, Group III-A Loss
Percentage or Group IV-A Loss Percentage,
as applicable, of such Class and
the difference, if any, between (i) the
Group I-A Principal Balance, Group
II-A Principal Balance, Group III-A
Principal Balance or Group IV-A Principal
Balance, as applicable, as of such
Determination Date without regard to this
sentence and (ii) Group I Adjusted Pool
Amount, Group II Adjusted Pool
Amount, Group III Adjusted Pool Amount or
Group IV Adjusted Pool Amount, as
applicable, for the preceding Distribution
Date; provided, however, that the
amount of any such reduction for the Class
I-A-1 Certificates will be
decreased by the Class I-A-2 Loss
Allocation Amount, 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, the amount of any such reduction
for the
Class III-A-1 Certificates will be
decreased by the Class III-A-2 Loss
Allocation Amount and the amount of any
such reduction for the Class IV-A-1
Certificates will be decreased by the Class
IV-A-2 Loss Allocation Amount.
After the Subordination Depletion Date, the
Principal Balances of the Class
I-A-2 Certificates, Class II-A-2
Certificates, Class III-A-2 Certificates and
Class IV-A-2 Certificates will additionally
be reduced by the Class I-A-2
Loss Allocation Amount, the Class II-A-2
Loss Allocation Amount, the Class
III-A-2 Loss Allocation Amount and the
Class IV-A-2 Loss Allocation Amount.
In addition, any increase allocated to the
Class I-A-1 Certificates pursuant
to the third sentence above will instead
increase the Principal Balance of
the Class I-A-2 Certificates, any increase
allocated to the Class II-A-1
Certificates pursuant to the third sentence
above will instead increase the
Principal Balance of the Class II-A-2
Certificates, any increase allocated to
the Class III-A-1 Certificates pursuant to
the third sentence above will
instead increase the Principal Balance of
the Class III-A-2 Certificates and
any increase allocated to the Class IV-A-1
Certificates pursuant to the third
sentence above will instead increase the
Principal Balance of the Class
IV-A-2 Certificates. Notwithstanding the foregoing, on
any Distribution Date
in which the Class I-A-1 Loss Amount
exceeds the Principal Balance of the
Class I-A-2 Certificates prior to any
reduction for the Class I-A-2 Loss
Allocation Amount, such excess will be
allocated in reduction of the
Principal Balance of the Class I-A-1
Certificates, on any Distribution Date
in which the Class II-A-1 Loss Amount
exceeds the Principal Balance of the
Class II-A-2 Certificates prior to any
reduction for the Class II-A-2 Loss
Allocation Amount, such excess will be
allocated in reduction of the
Principal Balance of the Class II-A-1
Certificates, on any Distribution Date
in which the Class III-A-1 Loss Amount
exceeds the Principal Balance of the
Class III-A-2 Certificates prior to any
reduction for the Class III-A-2 Loss
Allocation Amount, such excess will be
allocated in reduction of the
Principal Balance of the Class III-A-1
Certificates and on any Distribution
Date in which the Class IV-A-1 Loss Amount
exceeds the Principal Balance of
the Class IV-A-2 Certificates prior to any
reduction for the Class IV-A-2
Loss Allocation Amount, such excess will be
allocated in reduction of the
Principal Balance of the Class IV-A-1
Certificates.
As to the Class B Certificates, the Class B-1 Principal
Balance,
Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance,
respectively.
Notwithstanding the foregoing, no Principal Balance of a Class
will be increased on any Determination Date
such that the Principal Balance
of such Class exceeds its Original
Principal Balance less all amounts
previously distributed in respect of such
Class on prior Distribution Dates
pursuant to Paragraph third clauses (A),
(B), (C) or (D) of Section
4.01(a)(i) or Paragraphs third, sixth,
ninth, twelfth, fifteenth or
eighteenth of Section 4.01(a)(ii).
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan
which is received in advance of its Due
Date and is not accompanied by an
amount representing scheduled interest for
any period subsequent to the date
of prepayment.
Prior Month Receipt Period: With respect to each Distribution
Date, the calendar month preceding the
month in which such Distribution Date
occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F
of
the Code.
Prospectus: The prospectus dated February 22, 2005 as
supplemented by the prospectus supplement
dated April 25, 2005, relating to
the Class A, Class B-1, Class B-2 and Class
B-3 Certificates.
Prudent Servicing Practices: The standard of care set forth in
each Servicing Agreement.
Rate Ceiling: The maximum per annum Mortgage Interest Rate
permitted under the related Mortgage
Note.
Rating Agency: Any nationally recognized statistical credit
rating agency, or its successor, that rated
one or more Classes of the
Certificates at the request of the Seller
at the time of the initial issuance
of the Certificates. The Rating Agencies
for the Class I-A-1, Class I-A-2,
Class II-A-1, Class II-A-2, Class III-A-1,
Class III-A-2, Class IV-A-1, Class
IV-A-2, Class B-1, Class B-2 and Class B-3
Certificates are S&P and Moody's.
The Rating Agency for the Class II-A-R,
Class II-A-LR, Class B-4 and
Class B-5 Certificates is S&P.
If any such agency or
a successor is no
longer in existence, "Rating Agency" shall
be such statistical credit rating
agency, or other comparable Person,
designated by the Seller, notice of which
designation shall be given to the Trustee
and the Master Servicer.
References herein to the highest short-term
rating category of a Rating
Agency shall mean A-1 in the case of
S&P, P-1 in the case of Moody's, and in
the case of any other Rating Agency shall
mean its equivalent of such
ratings. References herein to the highest
long-term rating categories of a
Rating Agency shall mean AAA in the case of
S&P and Aaa in the case of
Moody's, and in the case of any other
Rating Agency shall mean its equivalent
of such ratings without any plus or
minus.
Realized Losses: With respect to any Distribution Date,
(i) Liquidated Loan Losses incurred on
Liquidated Loans for which the
Liquidation Proceeds were received during
the Applicable Unscheduled
Principal Receipt Period with respect to
Full Unscheduled Principal Receipts
with respect to such Distribution Date and
(ii) Bankruptcy Losses incurred
during the period corresponding to the
Applicable Unscheduled Principal
Receipt Period with respect to Full
Unscheduled Principal Receipts for such
Distribution Date.
Record Date: The last Business Day of the month preceding the
month of the related Distribution Date.
Recovery: As to any Distribution Date and each Loan Group, the
sum of all amounts received (net of any
reimbursable expenses) for Group I
Mortgage Loans, Group II Mortgage Loans,
Group III Mortgage Loans or Group IV
Mortgage Loans, as applicable, subsequent
to any such Mortgage Loan being
determined to be a Liquidated Loan.
Reimbursement Amount: As defined in Section 2.03(c).
Relief Act Shortfall: Any interest shortfalls arising as a
result
of the reduction in the amount of monthly
interest payments on any Mortgage
Loans as a result of the application of the
Servicemembers Civil Relief Act,
as it may be amended from time to time, or
comparable state legislation. Any
Relief Act Shortfall will be allocated to
(a) the Class A Certificates
according to the percentage obtained by
dividing the Class A Principal
Balance by the sum of the Class A Principal
Balance and the Class B Principal
Balance and (b) the Class B Certificates
according to the percentage obtained
by dividing the Class B Principal Balance
by the sum of the Class A Principal
Balance and the Class B Principal
Balance.
REMIC: A "real estate mortgage investment conduit" as defined
in
Code Section 860D.
REMIC Provisions: Provisions of the federal income tax law
relating to REMICs, which appear at
Sections 860A through 860G of Part IV of
Subchapter M of Chapter 1 of Subtitle A of
the Code, and related provisions,
and U.S. Department of the Treasury
temporary, proposed or final regulations
promulgated thereunder, as the foregoing
are in effect (or with respect to
proposed regulations, are proposed to be in
effect) from time to time.
Remittance Date: As defined in each of the Servicing
Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated
Loan and as to which the indebtedness
evidenced by the related Mortgage Note
is discharged and the related Mortgaged
Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage
Loan (including, without limitation,
proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release (which may be in
electronic form) in substantially the form
attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee, the
Chairman or Vice-Chairman of the Board of
Directors or Trustees, the Chairman
or Vice-Chairman of the Executive or
Standing Committee of the Board of
Directors or Trustees, the President, the
Chairman of the Committee on Trust
Matters, any Vice President, the Secretary,
any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the
Cashier, any Assistant Cashier, any
Trust Officer or Assistant Trust Officer,
the Controller and any Assistant
Controller or any other officer of the
Trustee customarily performing
functions similar to those performed by any
of the above-designated officers
and also, with respect to a particular
matter, any other officer to whom such
matter is referred because of such
officer's knowledge of and familiarity
with the particular subject.
Retained Mortgage Loan File: A file maintained by Wells Fargo
Bank prior to any Document Transfer Event
for each Mortgage Loan that
contains the documents specified in Section
2.01(b) and any additional
documents required to be added to the
Retained Mortgage Loan File pursuant to
this Agreement.
Rule 144A: Rule 144A promulgated under the Securities Act of
1933, as amended.
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies,
Inc., or its successor in interest.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of
such Mortgage Loan as of the Due
Date in the month preceding the month of
such Distribution Date as specified
in the amortization schedule at the time
relating thereto (before any
adjustment to such amortization schedule by
reason of any bankruptcy (other
than Deficient Valuations) or similar
proceeding or any moratorium or similar
waiver or grace period) after giving effect
to (A) Unscheduled Principal
Receipts received or applied by the
applicable Servicer during the related
Unscheduled Principal Receipt Period for
each applicable type of Unscheduled
Principal Receipt related to the
Distribution Date occurring in the month
preceding such Distribution Date, (B)
Deficient Valuations incurred prior to
such Due Date and (C) the payment of
principal due on such Due Date and
irrespective of any delinquency in payment
by the related Mortgagor.
Accordingly, the Scheduled Principal
Balance of a Mortgage Loan which becomes
a Liquidated Loan at any time through the
last day of such related
Unscheduled Principal Receipt Period shall
be zero.
Seller: Wells Fargo Asset Securities Corporation, or its
successor in interest.
Servicer Mortgage Loan File: As defined in each of the
Servicing
Agreements.
Servicers: Wells Fargo Bank, as a Servicer under the related
Servicing Agreement. Initially the servicing functions
performed by Wells
Fargo Bank shall be performed by the Wells
Fargo Home Mortgage division of
Wells Fargo Bank.
Servicing Agreements: Each of the Servicing Agreements executed
with respect to a portion of the Mortgage
Loans by one of the Servicers,
which agreements are attached hereto,
collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its
Servicing Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set
forth
in Section 11.18.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and
servicing of the Mortgage Loans.
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences
the
smallest permissible Denomination for such
Class, as set forth in
Section 11.17.
Startup Day: As defined in Section 2.05.
Subordinate Balance Ratio: As of any date of determination, the
ratio among the principal balances of the
Class I-LS Interest, Class II-LS
Interest, Class III-LS Interest and Class
IV-LS Interest, equal to the ratio
between the Group I Subordinate Amount, the
Group II Subordinate Amount, the
Group III Subordinate Amount and the Group
IV Subordinate Amount.
Subordination Depletion Date: The Distribution Date preceding
the
first Distribution Date on which each of
the Group I-A Percentage, Group II-A
Percentage, Group III-A Percentage and
Group IV-A Percentage (in each case,
determined pursuant to clause (ii) of the
definition thereof) equals or
exceeds 100%.
Subordination Depletion Date Interest Shortfall: With respect
to
any Distribution Date that occurs on or
after the Subordination Depletion
Date with respect to any Unscheduled
Principal Receipt (other than a
Prepayment in Full or Curtailment):
(A) in the case
where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer on or after the
Determination Date in the month preceding the month of such
Distribution Date but prior to the first day of the month of
such Distribution Date, the amount of interest that would have
accrued at the Net Mortgage Interest Rate on the amount of
such Unscheduled Principal Receipt from the day of its receipt
or, if earlier, its application by the Servicer through the
last day of the month preceding the month of such Distribution
Date; and
(B) in the case
where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer during the month
preceding the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest
Rate on the amount of such Unscheduled Principal Receipt from
the day of its receipt or, if earlier, its application by the
Servicer through the last day of the month in which such
Unscheduled Principal Receipt is received.
Subsidy Account: If the Trust Estate contains any Subsidy
Loans,
the deposit account or accounts created and
maintained by the Servicer for
deposit of Subsidy Funds and amounts
payable under interest subsidy
agreements relating to mortgage loans other
than the Mortgage Loans.
