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WELLS FARGO ASSET SECURITIES CORPORATION

Pooling and Servicing Agreement

WELLS FARGO ASSET SECURITIES CORPORATION | Document Parties: WELLS FARGO BANK, N.A. | WACHOVIA BANK, NATIONAL ASSOCIATION You are currently viewing:
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WELLS FARGO BANK, N.A. | WACHOVIA BANK, NATIONAL ASSOCIATION

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Title: WELLS FARGO ASSET SECURITIES CORPORATION
Governing Law: New York     Date: 8/23/2005

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                                                                       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 July 28, 2005

 

                                 $600,237,077.04

 

                       Mortgage Pass-Through Certificates

                                  Series 2005-6

 

        -----------------------------------------------------------------

 

<PAGE>

 

                                TABLE OF CONTENTS

 

                                                                           Page

 

                                    ARTICLE I

 

                                   DEFINITIONS

 

Section 1.01   Definitions..................................................

Section 1.02   Acts of Holders..............................................

Section 1.03   Effect of Headings and Table of Contents.....................

Section 1.04   Benefits of Agreement........................................

 

                                   ARTICLE II

 

                          CONVEYANCE OF MORTGAGE LOANS;

                      ORIGINAL ISSUANCE OF THE CERTIFICATES

 

Section 2.01   Conveyance of Mortgage Loans.................................

Section 2.02   Acceptance by Custodian......................................

Section 2.03   Representations and Warranties of the Master Servicer and

               the Seller..................................................

Section 2.04   Execution and Delivery of Certificates.......................

Section 2.05   Designation of Certificates; Designation of Startup Day

               and Latest Possible Maturity Date...........................

Section 2.06   Optional Substitution of Mortgage Loans......................

 

                                   ARTICLE III

 

                ADMINISTRATION OF THE TRUST ESTATE; SERVICING

                              OF THE MORTGAGE LOANS

 

Section 3.01   Certificate Account..........................................

Section 3.02   Permitted Withdrawals from the Certificate Account...........

Section 3.03   Advances by Master Servicer and Trustee......................

Section 3.04   Custodian to Cooperate; Release of Owner Mortgage Loan

               Files and Retained Mortgage Loan Files......................

Section 3.05   Reports to the Trustee; Annual Compliance Statements.........

Section 3.06   Title, Management and Disposition of Any REO Mortgage

               Loan........................................................

Section 3.07   Amendments to Servicing Agreements, Modification of

               Standard Provisions.........................................

Section 3.08   Oversight of Servicing.......................................

Section 3.09   Termination and Substitution of Servicing Agreements.........

Section 3.10   Application of Net Liquidation Proceeds......................

Section 3.11   Exchange Act Reports.........................................

 

                                   ARTICLE IV

 

                  DISTRIBUTIONS IN RESPECT OF CERTIFICATES;

                         PAYMENTS TO CERTIFICATEHOLDERS;

                              STATEMENTS AND REPORTS

 

Section 4.01   Distributions................................................

Section 4.02   Allocation of Realized Losses................................

Section 4.03   Paying Agent.................................................

Section 4.04   Statements to Certificateholders; Reports to the Trustee

               and the Seller..............................................

Section 4.05   Reports to Mortgagors and the Internal Revenue Service.......

Section 4.06   Calculation of Amounts; Binding Effect of Interpretations

               and Actions of Master Servicer..............................

Section 4.07   Determination of LIBOR.......................................

 

                                    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 Class A Percentage..................................

Section 11.04 Original Principal Balances of the Classes of Class A

               Certificates................................................

Section 11.05 Original Notional Amount.....................................

Section 11.05(a) Original Class A-3 Notional Amount........................

Section 11.06 Original Aggregate Non-PO Principal Balance..................

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 Original Class B-1 Percentage................................

Section 11.15 Original Class B-2 Percentage................................

Section 11.16 Original Class B-3 Percentage................................

Section 11.17 Original Class B-4 Percentage................................

Section 11.18 Original Class B-5 Percentage................................

Section 11.19 Original Class B-6 Percentage................................

Section 11.20 Closing Date.................................................

Section 11.21 Right to Purchase............................................

Section 11.22 Wire Transfer Eligibility....................................

Section 11.23 Single Certificate...........................................

Section 11.24 Servicing Fee Rate...........................................

Section 11.25 Master Servicing Fee Rate....................................

 

SCHEDULE I     Applicable Unscheduled Principal Receipt Period

 

<PAGE>

 

                                    EXHIBITS

 

EXHIBIT A-1              -      Form of Face of Class A-1 Certificate

EXHIBIT A-2              -      Form of Face of Class A-2 Certificate

EXHIBIT A-3              -      Form of Face of Class A-3 Certificate

EXHIBIT A-4              -      Form of Face of Class A-4 Certificate

EXHIBIT A-5              -      Form of Face of Class A-5 Certificate

EXHIBIT A-6              -      Form of Face of Class A-6 Certificate

EXHIBIT A-7              -      Form of Face of Class A-7 Certificate

EXHIBIT A-8              -      Form of Face of Class A-8 Certificate

EXHIBIT A-9              -      Form of Face of Class A-9 Certificate

EXHIBIT A-10             -      Form of Face of Class A-10 Certificate

EXHIBIT A-11             -      Form of Face of Class A-11 Certificate

EXHIBIT A-12             -      Form of Face of Class A-12 Certificate

EXHIBIT A-13             -      Form of Face of Class A-13 Certificate

EXHIBIT A-14             -      Form of Face of Class A-14 Certificate

EXHIBIT A-15              -      Form of Face of Class A-15 Certificate

EXHIBIT A-16             -      Form of Face of Class A-16 Certificate

EXHIBIT A-R              -      Form of Face of Class A-R Certificate

EXHIBIT A-LR             -      Form of Face of Class A-LR Certificate

EXHIBIT A-PO             -      Form of Face of Class A-PO Certificate

EXHIBIT B-1              -      Form of Face of Class B-1 Certificate

EXHIBIT B-2              -      Form of Face of Class B-2 Certificate

EXHIBIT B-3              -      Form of Face of Class B-3 Certificate

EXHIBIT B-4              -      Form of Face of Class B-4 Certificate

EXHIBIT B-5              -      Form of Face of Class B-5 Certificate

EXHIBIT B-6              -      Form of Face of Class B-6 Certificate

EXHIBIT C                -      Form of Reverse of Series 2005-6 Certificates

EXHIBIT D                -      Reserved

EXHIBIT E                -      Custodial Agreement

EXHIBIT F-1              -      Schedule of Type 1 Mortgage Loans

EXHIBIT F-2              -      Schedule of Other Servicer Mortgage Loans

EXHIBIT G                -      Request for Release

EXHIBIT H                -      Affidavit Pursuant to Section 860E(e)(4) of the

                              Internal Revenue Code of 1986, as amended, and

                              for Non-ERISA Investors

EXHIBIT I                -      Letter from Transferor of Class [A-R][A-LR]

                              Certificate

EXHIBIT J                -      Transferee's Letter (Class [B-4] [B-5] [B-6]

                              Certificates)

EXHIBIT K                -      List of Recordation States

EXHIBIT L                -      Servicing Agreements

EXHIBIT M                -      Form of Special Servicing Agreement

EXHIBIT N                -      Form of Initial Certification of the Custodian

EXHIBIT O                 -      Form of Final Certification of the Custodian

EXHIBIT P                -      Form of Sarbanes Oxley Certification

 

<PAGE>

 

            This Pooling and Servicing Agreement, dated as of July 28, 2005

executed by WELLS FARGO ASSET SECURITIES CORPORATION, as Seller, WELLS FARGO

BANK, N.A., as Master Servicer and WACHOVIA BANK, NATIONAL ASSOCIATION, as

Trustee.

 

                        W I T N E S S E T H   T H A T:

                        - - - - - - - - - -   - - - -

 

            In consideration of the mutual agreements herein contained, the

Seller, the Master Servicer and the Trustee agree as follows:

 

                                    ARTICLE I

 

                                   DEFINITIONS

 

            Section 1.01 Definitions.

 

             Whenever used herein, the following words and phrases, unless the

context otherwise requires, shall have the meanings specified in this Article.

 

            Accepted Master Servicing Practices: Accepted Master Servicing

Practices shall consist of the customary and usual master servicing practices of

prudent master servicing institutions which service mortgage loans of the same

type as the Mortgage Loans in the jurisdictions in which the related Mortgaged

Properties are located, regardless of the date upon which the related Mortgage

Loans were originated.

 

            Adjusted Pool Amount: With respect to any Distribution Date, the

Cut-Off Date Aggregate Principal Balance of the Mortgage Loans minus the sum of

(i) all amounts in respect of principal received in respect of the 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 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 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.

 

            Adjusted Pool Amount (PO Portion): With respect to any Distribution

Date, the sum of the amounts, calculated as follows, with respect to all

Outstanding Mortgage Loans: the product of (i) the PO Fraction for each such

Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal Balance

of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of

principal received in respect of such Mortgage Loan (including, without

limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled

Principal Receipts and Substitution Principal Amounts) and distributed to

Holders of the Certificates on such Distribution Date and all prior Distribution

Dates, (y) the principal portion of any Liquidated Loan Losses incurred on such

Mortgage Loans for which Liquidation Proceeds were received from the Cut-Off

Date through the end of the Applicable Unscheduled Principal Receipt Period with

respect to Full Unscheduled Principal Receipts for such Distribution Date and

(z) the principal portion of all Bankruptcy Losses (other than Debt Service

Reductions) incurred on the 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.

 

            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 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 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.

 

            Aggregate Class A Unpaid Interest Shortfall: As to any Distribution

Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for

all the Classes of Class A Certificates.

 

            Aggregate Non-PO Principal Balance: As of any Determination Date,

the sum of the Class A Non-PO Principal Balance and the Class B Principal

Balance as of such date.

 

            Agreement:    This   Pooling   and    Servicing    Agreement    and   all

amendments and supplements hereto.

 

            Applicable Unscheduled Principal Receipt Period: With respect to the

Mortgage Loans serviced by each Servicer and each of the Full Unscheduled

Principal Receipts and Partial Unscheduled Principal Receipts, the Unscheduled

Principal Receipt Period specified on Schedule I hereto.

 

            Authenticating Agent: Any authenticating agent appointed by the

Trustee pursuant to Section 8.11. There shall initially be no Authenticating

Agent for the Certificates.

 

            Available Master Servicer Compensation: 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 A-1 Certificates, Class

A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5

Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8

Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11

Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14

Certificates, Class A-15 Certificates, Class A-16 Certificates, Class A-PO

Certificates, Class B-1 Certificates, Class B-2 Certificates and Class B-3

Certificates, beneficial ownership and transfers of which shall be evidenced by,

and made through, book entries by the Clearing Agency as described in Section

5.01(b).

 

            Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)

a legal holiday in the City of New York, State of Iowa, State of Maryland, State

of Minnesota or State of North Carolina or (iii) a day on which banking

institutions in the City of New York, or the State of Iowa, State of Maryland,

State of Minnesota or State of North Carolina are authorized or obligated by law

or executive order to be closed.

 

            Certificate:   Any   one of the   Class   A   Certificates   or   Class B

Certificates.

 

             Certificate   Account:   The separate trust account   established and

maintained   by the   Master   Servicer   in the name of the   Master   Servicer   on

behalf of the Trustee pursuant to Section 3.01. The Certificate   Account shall

be an Eligible Account.

 

            Certificate    Custodian:    Initially,    Wachovia   Bank,    National

Association;   thereafter   any other   Certificate   Custodian   acceptable to The

Depository Trust Company and selected by the Trustee.

 

            Certificate Register and Certificate Registrar:   Respectively, the

register   maintained   pursuant to and the   registrar   provided   for in Section

5.02. The initial Certificate Registrar is the Trustee.

 

            Certificateholder or Holder: The Person in whose name a Certificate

is registered in the Certificate Register, except that, solely for the purposes

of the taking of any action under Articles VII or VIII, any Certificate

registered in the name of the Master Servicer, a Servicer or any affiliate

thereof shall be deemed not to be outstanding and the Voting Interest evidenced

thereby shall not be taken into account in determining whether the requisite

percentage of Certificates necessary to effect any such action has been

obtained.

 

            Class: All certificates whose form is identical except for

variations in the Percentage Interest evidenced thereby.

 

            Class A Certificate: Any of the Class A-1 Certificates, Class A-2

Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5

Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8

Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11

Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14

Certificates, Class A-15 Certificates, Class A-16 Certificates, Class A-R

Certificate, Class A-LR Certificate and Class A-PO Certificates.

 

            Class A Certificateholder: The registered holder of a Class A

Certificate.

 

            Class A Distribution Amount: As to any Distribution Date and any

Class of Class A Certificates (other than the Class A-3 and Class A-PO

Certificates), the amount distributable to such Class of Class A Certificates

pursuant to Paragraphs first, second and third clause (1) of Section 4.01(a)(i).

As to the Class A-3 Certificates and any Distribution Date, the amount

distributable to such Class pursuant to Paragraphs first and second of Section

4.01(a)(i). As to any Distribution Date and the Class A-PO Certificates, the

amount distributable to the Class A-PO Certificates pursuant to Paragraphs third

clause (2) and fourth of Section 4.01(a)(i) on such Distribution Date.

 

            Class A Interest Accrual Amount: As to any Distribution Date, the

sum of the Interest Accrual Amounts for the Class A Certificates with respect to

such Distribution Date.

 

            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 Class A Interest Accrual Amount (determined

without regard to clause (ii) of the definition of each Interest Accrual

Amount).

 

            Class A Interest Shortfall Amount: As to any Distribution Date and

any Class of Class 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 of Section 4.01(a)(i).

 

            Class A Interest Shortfall Percentage: As to any Distribution Date

and any Class of Class A Certificates, the percentage calculated by dividing the

Class A Unpaid Interest Shortfall for such Class by the Aggregate Class A Unpaid

Interest Shortfall, in each case determined as of the day preceding the

applicable Distribution Date.

 

            Class A Loss Denominator: As to any Determination Date, an amount

equal to the Class A Non-PO Principal Balance.

 

            Class A Loss Percentage: As to any Determination Date and any Class

of Class A Certificates (other than the Class A-PO Certificates), the percentage

calculated by dividing the Principal Balance of such Class by the Class A Loss

Denominator (determined without regard to any such Principal Balance of any

Class of Class A Certificates not then outstanding), in each case determined as

of the preceding Determination Date.

 

            Class A Non-PO Optimal Amount: As to any Distribution Date, the sum

for such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the

Aggregate Class A Unpaid Interest Shortfall and (iii) the Class A Non-PO Optimal

Principal Amount.

 

            Class A Non-PO Optimal Principal Amount: As to any Distribution

Date, an amount equal to the sum of (I) the sum, as to each Mortgage Loan that

is an Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with

respect to such Mortgage Loan, and (y) the sum of:

 

                  (i) the Class 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 Class 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 Class 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 Class 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 Class A Prepayment Percentage of the Non-PO Recovery for such

      Distribution Date.

 

            Class A Non-PO Principal Balance: As of any date, an amount equal to

the Class A Principal Balance less the Principal Balance of the Class A-PO

Certificates.

 

            Class A Non-PO Principal Distribution Amount: As to any Distribution

Date, the aggregate amount distributed in respect of the Classes of A

Certificates pursuant to Paragraph third clause (1) of Section 4.01(a)(i).

 

            Class A Pass-Through Rate: As to the Class A-1, Class A-9 and Class

A-14 Certificates, 5.250% per annum. As to the Class A-2 and Class A-3

Certificates, the Class A-2 Pass-Through Rate and Class A-3 Pass-Through Rate,

respectively. As to the Class A-4, Class A-7, Class A-8, Class A-11, Class A-12,

Class A-13, Class A-16, Class A-R and Class A-LR Certificates, 5.500% per annum.

As to the Class A-5 Certificates, 5.000% per annum. As to the Class A-6

Certificates, 6.000% per annum. As to the Class A-10 and Class A-15

Certificates, 5.750% per annum. The Class A-PO Certificates are not entitled to

interest and have no Class A Pass-Through Rate.

 

            Class 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 Class A Non-PO Principal Balance (determined

as of the Determination Date preceding such Distribution Date) by the Pool

Balance (Non-PO Portion). As to any Distribution Date occurring subsequent to

the Subordination Depletion Date, 100% or such lesser percentage which will

cause the Class A Non-PO Principal Balance to decline to zero following the

distribution made on such Distribution Date.

 

            Class A Prepayment Percentage: As to any Distribution Date to and

including the Distribution Date in July 2010, 100%. As to any Distribution Date

subsequent to July 2010 to and including the Distribution Date in July 2011, the

Class A Percentage as of such Distribution Date plus 70% of the Subordinated

Percentage as of such Distribution Date. As to any Distribution Date subsequent

to July 2011 to and including the Distribution Date in July 2012, the Class A

Percentage as of such Distribution Date plus 60% of the Subordinated Percentage

as of such Distribution Date. As to any Distribution Date subsequent to July

2012 to and including the Distribution Date in July 2013, the Class A Percentage

as of such Distribution Date plus 40% of the Subordinated Percentage as of such

Distribution Date. As to any Distribution Date subsequent to July 2013 to and

including the Distribution Date in July 2014, the Class A Percentage as of such

Distribution Date plus 20% of the Subordinated Percentage as of such

Distribution Date. As to any Distribution Date subsequent to July 2014, the

Class A Percentage as of such Distribution Date. The foregoing is subject to the

following: (i) if the aggregate distribution to Holders of Class A Certificates

on any Distribution Date of the Class A Prepayment Percentage provided above of

Unscheduled Principal Receipts distributable on such Distribution Date would

reduce the Class A Non-PO Principal Balance below zero, the Class A Prepayment

Percentage for such Distribution Date shall be the percentage necessary to bring

the Class A Non-PO Principal Balance to zero and thereafter the Class A

Prepayment Percentage shall be zero and (ii) if the Class A Percentage as of any

Distribution Date is greater than the Original Class A Percentage, the Class A

Prepayment Percentage for such Distribution Date shall be 100%. Notwithstanding

the foregoing, with respect to any Distribution Date on which the following

criteria are not met, the reduction of the Class A Prepayment Percentage

described in the second through sixth sentences of this definition of Class A

Prepayment Percentage shall not be applicable with respect to such Distribution

Date. In such event, the Class A Prepayment Percentage for such Distribution

Date will be determined in accordance with the applicable provision, as set

forth in the first through fifth sentences above, which was actually used to

determine the Class A Prepayment Percentage for the Distribution Date occurring

in the July preceding such Distribution Date (it being understood that for the

purposes of the determination of the Class A Prepayment Percentage for the

current Distribution Date, the current Class A Percentage and Subordinated

Percentage shall be utilized).

 

            No reduction in the Class A Prepayment Percentage referred to in the

second through sixth sentences hereof shall be applicable, with respect to any

Distribution Date if (a) the average outstanding principal balance on such

Distribution Date and for the preceding five Distribution Dates on the Mortgage

Loans that were delinquent 60 days or more (including for this purpose any

payments due with respect to Mortgage Loans in foreclosure and REO Mortgage

Loans) were greater than or equal to 50% of the Class B Principal Balance or (b)

cumulative Realized Losses on the Mortgage Loans exceed (1) 30% of the Original

Class B Principal Balance if such Distribution Date occurs between and including

August 2010 and July 2011, (2) 35% of the Original Class B Principal Balance if

such Distribution Date occurs between and including August 2011 and July 2012,

(3) 40% of the Original Class B Principal Balance if such Distribution Date

occurs between and including August 2012 and July 2013, (4) 45% of the Original

Class B Principal Balance if such Distribution Date occurs between and including

August 2013 and July 2014, and (5) 50% of the Original Class B Principal Balance

if such Distribution Date occurs during or after August 2014. With respect to

any Distribution Date on which the Class A Prepayment Percentage is reduced

below the Class A Prepayment Percentage for the prior Distribution Date, the

Master Servicer shall certify to the Trustee, based upon information provided by

each Servicer as to the Mortgage Loans serviced by it that the criteria set

forth in the preceding sentence are met.

 

            Class A Principal Balance: As of any date, an amount equal to the

sum of the Principal Balances for the Class A-1 Certificates, Class A-2

Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6

Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9

Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-12

Certificates, Class A-13 Certificates, Class A-14 Certificates, Class A-15

Certificates, Class A-16 Certificates, Class A-PO Certificates, Class A-R

Certificate and Class A-LR Certificate.

 

            Class A Unpaid Interest Shortfall: As to any Distribution Date and

any Class of Class A Certificates, the amount, if any, by which the aggregate of

the Class 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 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-1 and Exhibit C hereto.

 

            Class A-1 Certificateholder: The registered holder of a Class A-1

Certificate.

 

            Class 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-2 and Exhibit C hereto.

 

             Class A-2 Certificateholder: The registered holder of a Class A-2

Certificate.

 

            Class A-2 Pass-Through Rate: With respect to the Distribution Date

occurring in August 2005, 3.670% per annum. With respect to each succeeding

Distribution Date, a per annum rate, determined by the Trustee on the applicable

Rate Determination Date, equal to LIBOR plus 0.330%, subject to a minimum rate

of 0.330% and a maximum rate of 7.000%.

 

            Class A-3 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-3 and Exhibit C hereto.

 

            Class A-3 Certificateholder: The registered holder of a Class A-3

Certificate.

 

             Class A-3 Notional Amount: As to any Distribution Date, an amount

equal to the Principal Balance of the Class A-2 Certificates.

 

            Class A-3 Pass-Through Rate: With respect to the Distribution Date

occurring in August 2005, 3.330% per annum. With respect to each succeeding

Distribution Date, a per annum rate, determined by the Trustee on the applicable

Rate Determination Date, equal to 6.670% minus LIBOR, subject to a minimum rate

of 0.000% and a maximum rate of 6.670%.

 

            Class A-4 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-4 and Exhibit C hereto.

 

            Class A-4 Certificateholder: The registered holder of a Class A-4

Certificate.

 

            Class A-4 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 A-4 Certificates would be reduced as a result of the

application of the third sentence of the definition of Principal Balance.

 

            Class A-5 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-5 and Exhibit C hereto.

 

            Class A-5 Certificateholder: The registered holder of a Class A-5

Certificate.

 

            Class A-6 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-6 and Exhibit C hereto.

 

            Class A-6 Certificateholder: The registered holder of a Class A-6

Certificate.

 

            Class A-7 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-7 and Exhibit C hereto.

 

            Class A-7 Certificateholder: The registered holder of a Class A-7

Certificate.

 

            Class A-8 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-8 and Exhibit C hereto.

 

            Class A-8 Certificateholder: The registered holder of a Class A-8

Certificate.

 

            Class A-9 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-9 and Exhibit C hereto.

 

            Class A-9 Certificateholder: The registered holder of a Class A-9

Certificate.

 

            Class A-10 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-10 and Exhibit C hereto.

 

            Class A-10 Certificateholder: The registered holder of a Class A-10

Certificate.

 

            Class A-11 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-11 and Exhibit C hereto.

 

            Class A-11 Certificateholder: The registered holder of a Class A-11

Certificate.

 

            Class A-12 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-12 and Exhibit C hereto.

 

            Class A-12 Certificateholder: The registered holder of a Class A-12

Certificate.

 

            Class A-13 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-13 and Exhibit C hereto.

 

            Class A-13 Certificateholder: The registered holder of a Class A-13

Certificate.

 

            Class A-13 Loss Allocation Amount: With respect to any Determination

Date after the Subordination Depletion Date the lesser of (a) the Principal

Balance of the Class A-13 Certificates with respect to such Determination Date

prior to any reduction for the Class A-13 Loss Allocation Amount and (b) the

Class A-4 Loss Amount.

 

            Class A-14 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-14 and Exhibit C hereto.

 

            Class A-14 Certificateholder: The registered holder of a Class A-14

Certificate.

 

             Class A-15 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-15 and Exhibit C hereto.

 

            Class A-15 Certificateholder: The registered holder of a Class A-15

Certificate.

 

            Class A-16 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-16 and Exhibit C hereto.

 

            Class A-16 Certificateholder: The registered holder of a Class A-16

Certificate.

 

            Class A-L1 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)(ii) hereof.

 

            Class A-L2 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)(ii) hereof.

 

            Class A-L4 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)(ii) hereof.

 

            Class A-L5 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)(ii) hereof.

 

            Class A-L6 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)(ii) hereof.

 

            Class A-L10 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)(ii) hereof.

 

            Class A-LPO 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)(ii) hereof.

 

            Class 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-LR and Exhibit C hereto.

 

            Class A-LR Certificateholder: The registered holder of the Class

A-LR Certificate.

 

            Class A-LUR 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)(ii) hereof.

 

            Class A-PO Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-PO and Exhibit C hereto.

 

            Class A-PO Certificateholder: The registered holder of a Class A-PO

Certificate.

 

            Class A-PO Deferred Amount: For any Distribution Date prior to the

Subordination Depletion Date, the difference between (A) the sum of (x) the

amount by which the sum of the Class A-PO Optimal Principal Amounts for all

prior Distribution Dates exceeded the amounts distributed on the Class A-PO

Certificates on such prior Distribution Dates pursuant to Paragraph third clause

(2) of Section 4.01(a)(i) and (y) the sum of the product for each Discount

Mortgage Loan which became a Liquidated Loan at any time on or prior to the last

day of the Applicable Unscheduled Principal Receipt Period for Full Unscheduled

Principal Receipts for the current Distribution Date of (a) the PO Fraction for

such Discount Mortgage Loan and (b) an amount equal to the principal portion of

Realized Losses (other than Bankruptcy Losses due to Debt Service Reductions)

incurred with respect to such Discount Mortgage Loan and (B) the sum of (x) the

sum of the Class A-PO Recoveries for such Distribution Date and prior

Distribution Dates and (y) amounts distributed on the Class A-PO Certificates on

prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a)(i). On

and after the Subordination Depletion Date, the Class A-PO Deferred Amount will

be zero. No interest will accrue on any Class A-PO Deferred Amount.

 

            Class A-PO Optimal Principal Amount: As to any Distribution Date, an

amount equal to the sum of (I) the sum, as to each Mortgage Loan that is an

Outstanding Mortgage Loan, of the product of (x) the PO Fraction with respect to

such Mortgage Loan and (y) the sum of:

 

            (i) the principal portion of the Monthly Payment due on the Due Date

      occurring in the month of such Distribution Date on such Mortgage Loan;

 

            (ii) 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 Scheduled Principal Balance of each Mortgage Loan which,

      during the one month period ending on the day preceding the Determination

      Date for such Distribution Date, was repurchased by the Seller pursuant to

      Section 2.02, 2.03 or 3.08; and

 

            (iv) the excess of the unpaid principal balance of 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 occurs

      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 Class A-PO Recovery for such Distribution Date.

 

            Class A-PO Recovery: As to any Distribution Date prior to the

Subordination Depletion Date, the lesser of (a) the Class A-PO Deferred Amount

for such Distribution Date (calculated without regard to the Class A-PO Recovery

for such Distribution Date) and (b) an amount equal to the sum as to each

Mortgage Loan as to which there has been a Recovery during the Applicable

Unscheduled Principal Receipt Period, of the product of (x) the PO Fraction with

respect to such Mortgage Loan and (y) the amount of the Recovery with respect to

such Mortgage Loan. As to any Distribution Date on or after the Subordination

Depletion Date, the amount determined in accordance with clause (b) above.

 

            Class 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-R and Exhibit C hereto.

 

            Class A-R Certificateholder: The registered holder of the Class A-R

Certificate.

 

             Class B Certificate: Any one of the Class B-1 Certificates, Class

B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5

Certificates or Class B-6 Certificates.

 

            Class B Certificateholder: The registered holder of a Class B

Certificate.

 

            Class B Distribution Amount: Any of the Class B-1, Class B-2, Class

B-3, Class B-4, Class B-5 and Class B-6 Distribution Amounts.

 

            Class B Interest Accrual Amount: With respect to any Distribution

Date, the sum of the Interest Accrual Amounts for the Classes of Class B

Certificates with respect to such Distribution Date.

 

            Class B Interest Percentage: With respect to any Distribution Date

and any Class of Class B Certificates, the percentage calculated by dividing the

Interest Accrual Amount of such Class (determined without regard to clause (ii)

of the definition thereof) by the Class B Interest Accrual Amount (determined

without regard to clause (ii) of the definition of each Interest Accrual

Amount).

 

            Class B Interest Shortfall Amount: Any of the Class B-1 Interest

Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest

Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest

Shortfall Amount or Class B-6 Interest Shortfall Amount.

 

            Class B Loss Percentage: With respect to any Determination Date and

any Class of Class B Certificates then outstanding, the percentage calculated by

dividing the Principal Balance of such Class B Certificates by the Class B

Principal Balance (determined without regard to any Principal Balance of any

Class of Class B Certificates not then outstanding), in each case determined as

of the preceding Determination Date.

 

            Class B Optimal Principal Amount: Any of the Class B-1, Class B-2,

Class B-3, Class B-4, Class B-5 or Class B-6 Optimal Principal Amounts.

 

            Class B Pass-Through Rate: As to any Distribution Date, a per annum

rate equal to 5.500%.

 

            Class B Percentage: Any one of the Class B-1 Percentage, Class B-2

Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or

Class B-6 Percentage.

 

            Class B Prepayment Percentage: Any of the Class B-1 Prepayment

Percentage, Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage,

Class B-4 Prepayment Percentage, Class B-5 Prepayment Percentage or Class B-6

Prepayment Percentage.

 

            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 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 fifth, sixth and seventh of Section 4.01(a)(i).

 

            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

fifth of Section 4.01(a)(i).

 

            Class B-1 Optimal Principal Amount: As to any Distribution Date, an

amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of

the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and

(y) the sum of:

 

            (i) the Class B-1 Percentage of the principal portion of the Monthly

      Payment due on the Due Date occurring in the month of such Distribution

      Date on such Mortgage Loan;

 

            (ii) the Class B-1 Prepayment Percentage of all Unscheduled

      Principal Receipts (other than Recoveries) that were received by a

      Servicer with respect to such Mortgage Loan during the Applicable

      Unscheduled Principal Receipt Period relating to such Distribution Date

      for each applicable type of Unscheduled Principal Receipt;

 

            (iii) the Class B-1 Prepayment Percentage of the Scheduled Principal

      Balance of such Mortgage Loan which, during the one month period ending on

      the day preceding the Determination Date for such Distribution Date, was

      repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08; and

 

            (iv) the Class B-1 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 Class B-1 Prepayment Percentage of the Non-PO 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-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 Percentage: As to any Distribution Date, the percentage

calculated by multiplying the Subordinated Percentage by either (i) if any Class

B Certificates (other than the Class B-1 Certificates) are eligible to receive

principal distributions for such Distribution Date in accordance with Section

4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance

(determined as of the Determination Date preceding such Distribution Date) and

the denominator of which is the sum of the Principal Balances of the Classes of

Class B Certificates eligible to receive principal distributions for such

Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)

except as set forth in Section 4.01(d)(ii), in the event that the Class B

Certificates (other than the Class B-1 Certificates) are not eligible to receive

distributions of principal in accordance with Section 4.01(d)(i), one.

 

            Class B-1 Prepayment Percentage: As to any Distribution Date, the

percentage calculated by multiplying the Subordinated Prepayment Percentage by

either (i) if any Class B Certificates (other than the Class B-1 Certificates)

are eligible to receive principal distributions for such Distribution Date in

accordance with Section 4.01(d), a fraction, the numerator of which is the Class

B-1 Principal Balance (determined as of the Determination Date preceding such

Distribution Date) and the denominator of which is the sum of the Principal

Balances of the Classes of Class B Certificates eligible to receive principal

distributions for such Distribution Date in accordance with the provisions of

Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event

that the Class B Certificates (other than the Class B-1 Certificates) are not

eligible to receive distributions of principal in accordance with Section

4.01(d)(i), one.

 

            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 seventh of Section 4.01(a)(i) 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 Adjusted Pool Amount as of the

preceding Distribution Date less the Class A Principal Balance as of such

Determination Date.

 

            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 sixth of Section 4.01(a)(i).

 

             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 eighth, ninth and tenth of Section 4.01(a)(i).

 

            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

eighth of Section 4.01(a)(i).

 

            Class B-2 Optimal Principal Amount: As to any Distribution Date, an

amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of

the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and

(y) the sum of:

 

            (i) the Class B-2 Percentage of the principal portion of the Monthly

      Payment due on the Due Date occurring in the month of such Distribution

      Date on such Mortgage Loan;

 

            (ii) the Class B-2 Prepayment Percentage of all Unscheduled

      Principal Receipts (other than Recoveries) that were received by a

      Servicer with respect to such Mortgage Loan during the Applicable

      Unscheduled Principal Receipt Period relating to such Distribution Date

      for each applicable type of Unscheduled Principal Receipt;

 

            (iii) the Class B-2 Prepayment Percentage of the Scheduled Principal

      Balance of such Mortgage Loan which, during the one month period ending on

      the day preceding the Determination Date for such Distribution Date, was

      repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08; and

 

            (iv) the Class B-2 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 Class B-2 Prepayment Percentage of the Non-PO 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-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 Percentage: As to any Distribution Date, except as set

forth in the next sentence, the percentage calculated by multiplying (i) the

Subordinated Percentage by (ii) a fraction, the numerator of which is the Class

B-2 Principal Balance (determined as of the Determination Date preceding such

Distribution Date) and the denominator of which is the sum of the Principal

Balances of the Classes of Class B Certificates eligible to receive principal

distributions for such Distribution Date in accordance with the provisions of

Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that

the Class B-2 Certificates are not eligible to receive distributions of

principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for

such Distribution Date will be zero.

 

            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 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of

which is the Class B-2 Principal Balance (determined as of the Determination

Date preceding such Distribution Date) and the denominator of which is the sum

of the Principal Balances of the Classes of Class B Certificates eligible to

receive principal distributions for such Distribution Date in accordance with

the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),

in the event that the Class B-2 Certificates are not eligible to receive

distributions of principal in accordance with Section 4.01(d)(i), the Class B-2

Prepayment Percentage for such Distribution Date will be zero.

 

            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 tenth of Section 4.01(a)(i) 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 Adjusted Pool Amount as of the

preceding Distribution Date less the sum of the Class A Principal Balance and

the Class B-1 Principal Balance as of such Determination Date.

 

            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 ninth of Section 4.01(a)(i).

 

            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 eleventh, twelfth and thirteenth of Section 4.01(a)(i).

 

            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

eleventh of Section 4.01(a)(i).

 

            Class B-3 Optimal Principal Amount: As to any Distribution Date, an

amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of

the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and

(y) the sum of:

 

            (i) the Class B-3 Percentage of the principal portion of the Monthly

      Payment due on the Due Date occurring in the month of such Distribution

      Date on such Mortgage Loan;

 

            (ii) the Class B-3 Prepayment Percentage of all Unscheduled

      Principal Receipts (other than Recoveries) that were received by a

      Servicer with respect to such Mortgage Loan during the Applicable

      Unscheduled Principal Receipt Period relating to such Distribution Date

      for each applicable type of Unscheduled Principal Receipt;

 

            (iii) the Class B-3 Prepayment Percentage of the Scheduled Principal

      Balance of such Mortgage Loan which, during the one month period ending on

      the day preceding the Determination Date for such Distribution Date, was

      repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08; and

 

            (iv) the Class B-3 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 Class B-3 Prepayment Percentage of the Non-PO 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-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 Percentage: As to any Distribution Date, except as set

forth in the next sentence, the percentage calculated by multiplying (i) the

Subordinated Percentage by (ii) a fraction, the numerator of which is the Class

B-3 Principal Balance (determined as of the Determination Date preceding such

Distribution Date) and the denominator of which is the sum of the Principal

Balances of the Classes of Class B Certificates eligible to receive principal

distributions for such Distribution Date in accordance with the provisions of

Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that

the Class B-3 Certificates are not eligible to receive distributions of

principal in accordance with Section 4.01(d)(i), the Class B-3 Percentage for

such Distribution Date will be zero.

 

            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 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of

which is the Class B-3 Principal Balance (determined as of the Determination

Date preceding such Distribution Date) and the denominator of which is the sum

of the Principal Balances of the Classes of Class B Certificates eligible to

receive principal distributions for such Distribution Date in accordance with

the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),

in the event that the Class B-3 Certificates are not eligible to receive

distributions of principal in accordance with Section 4.01(d)(i), the Class B-3

Prepayment Percentage for such Distribution Date will be zero.

 

            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 thirteenth of Section 4.01(a)(i) 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 Adjusted Pool Amount as of the

preceding Distribution Date less the sum of the 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 twelfth of Section 4.01(a)(i).

 

            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 fourteenth, fifteenth and sixteenth of Section 4.01(a)(i).

 

            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

fourteenth of Section 4.01(a)(i).

 

            Class B-4 Optimal Principal Amount: As to any Distribution Date, an

amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of

the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and

(y) the sum of:

 

            (i) the Class B-4 Percentage of the principal portion of the Monthly

      Payment due on the Due Date occurring in the month of such Distribution

      Date on such Mortgage Loan;

 

            (ii) the Class B-4 Prepayment Percentage of all Unscheduled

      Principal Receipts (other than Recoveries) that were received by a

      Servicer with respect to such Mortgage Loan during the Applicable

      Unscheduled Principal Receipt Period relating to such Distribution Date

      for each applicable type of Unscheduled Principal Receipt;

 

            (iii) the Class B-4 Prepayment Percentage of the Scheduled Principal

      Balance of such Mortgage Loan which, during the one month period ending on

      the day preceding the Determination Date for such Distribution Date, was

       repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08; and

 

            (iv) the Class B-4 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 Class B-4 Prepayment Percentage of the Non-PO 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 Percentage: As to any Distribution Date, except as set

forth in the next sentence, the percentage calculated by multiplying (i) the

Subordinated Percentage by (ii) a fraction, the numerator of which is the Class

B-4 Principal Balance (determined as of the Determination Date preceding such

Distribution Date) and the denominator of which is the sum of the Principal

Balances of the Classes of Class B Certificates eligible to receive principal

distributions for such Distribution Date in accordance with the provisions of

Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that

the Class B-4 Certificates are not eligible to receive distributions of

principal in accordance with Section 4.01(d)(i), the Class B-4 Percentage for

such Distribution Date will be zero.

 

            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 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of

which is the Class B-4 Principal Balance (determined as of the Determination

Date preceding such Distribution Date) and the denominator of which is the sum

of the Principal Balances of the Classes of Class B Certificates eligible to

receive principal distributions for such Distribution Date in accordance with

the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),

in the event that the Class B-4 Certificates are not eligible to receive

distributions of principal in accordance with Section 4.01(d)(i), the Class B-4

Prepayment Percentage for such Distribution Date will be zero.

 

            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 sixteenth of Section 4.01(a)(i) 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 Adjusted Pool Amount as of the

preceding Distribution Date less the sum of the 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 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 fifteenth of Section 4.01(a)(i).

 

            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 seventeenth, eighteenth and nineteenth of Section 4.01(a)(i).

 

            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

seventeenth of Section 4.01(a)(i).

 

            Class B-5 Optimal Principal Amount: As to any Distribution Date, an

amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of

the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and

(y) the sum of:

 

            (i) the Class B-5 Percentage of the principal portion of the Monthly

      Payment due on the Due Date occurring in the month of such Distribution

      Date on such Mortgage Loan;

 

            (ii) the Class B-5 Prepayment Percentage of all Unscheduled

      Principal Receipts (other than Recoveries) that were received by a

      Servicer with respect to such Mortgage Loan during the Applicable

      Unscheduled Principal Receipt Period relating to such Distribution Date

      for each applicable type of Unscheduled Principal Receipt;

 

            (iii) the Class B-5 Prepayment Percentage of the Scheduled Principal

      Balance of such Mortgage Loan which, during the one month period ending on

      the day preceding the Determination Date for such Distribution Date, was

      repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08; and

 

            (iv) the Class B-5 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 Class B-5 Prepayment Percentage of the Non-PO 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 Percentage: As to any Distribution Date, except as set

forth in the next sentence, the percentage calculated by multiplying (i) the

Subordinated Percentage by (ii) a fraction, the numerator of which is the Class

B-5 Principal Balance (determined as of the Determination Date preceding such

Distribution Date) and the denominator of which is the sum of the Principal

Balances of the Classes of Class B Certificates eligible to receive principal

distributions for such Distribution Date in accordance with the provisions of

Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that

the Class B-5 Certificates are not eligible to receive distributions of

principal in accordance with Section 4.01(d)(i), the Class B-5 Percentage for

such Distribution Date will be zero.

 

            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 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of

which is the Class B-5 Principal Balance (determined as of the Determination

Date preceding such Distribution Date) and the denominator of which is the sum

of the Principal Balances of the Classes of Class B Certificates eligible to

receive principal distributions for such Distribution Date in accordance with

the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),

in the event that the Class B-5 Certificates are not eligible to receive

distributions of principal in accordance with Section 4.01(d)(i), the Class B-5

Prepayment Percentage for such Distribution Date will be zero.

 

            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 nineteenth of Section 4.01(a)(i) 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 Adjusted Pool Amount as of the

preceding Distribution Date less the sum of the 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 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 eighteenth of Section 4.01(a)(i).

 

            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 twentieth, twenty-first and twenty-second of Section 4.01(a)(i).

 

            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

twentieth of Section 4.01(a)(i).

 

             Class B-6 Optimal Principal Amount: As to any Distribution Date, an

amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of

the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and

(y) the sum of:

 

             (i) the Class B-6 Percentage of the principal portion of the Monthly

      Payment due on the Due Date occurring in the month of such Distribution

      Date on such Mortgage Loan;

 

            (ii) the Class B-6 Prepayment Percentage of all Unscheduled

       Principal Receipts (other than Recoveries) that were received by a

      Servicer with respect to such Mortgage Loan during the Applicable

      Unscheduled Principal Receipt Period relating to such Distribution Date

      for each applicable type of Unscheduled Principal Receipt;

 

            (iii) the Class B-6 Prepayment Percentage of the Scheduled Principal

      Balance of such Mortgage Loan which, during the one month period ending on

      the day preceding the Determination Date for such Distribution Date, was

      repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08; and

 

            (iv) the Class B-6 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 Class B-6 Prepayment Percentage of the Non-PO 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 Percentage: As to any Distribution Date, except as set

forth in the next sentence, the percentage calculated by multiplying (i) the

Subordinated Percentage by (ii) a fraction, the numerator of which is the Class

B-6 Principal Balance (determined as of the Determination Date preceding such

Distribution Date) and the denominator of which is the sum of the Principal

Balances of the Classes of Class B Certificates eligible to receive principal

distributions for such Distribution Date in accordance with the provisions of

Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that

the Class B-6 Certificates are not eligible to receive distributions of

principal in accordance with Section 4.01(d)(i), the Class B-6 Percentage for

such Distribution Date will be zero.

 

            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 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of

which is the Class B-6 Principal Balance (determined as of the Determination

Date preceding such Distribution Date) and the denominator of which is the sum

of the Principal Balances of the Classes of Class B Certificates eligible to

receive principal distributions for such Distribution Date in accordance with

the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),

in the event that the Class B-6 Certificates are not eligible to receive

distributions of principal in accordance with Section 4.01(d)(i), the Class B-6

Prepayment Percentage for such Distribution Date will be zero.

 

            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 twenty-second of Section 4.01(a)(i); provided, however, if

the Class B-6 Certificates are outstanding, the Class B-6 Principal Balance will

equal the difference, if any, between the Adjusted Pool Amount as of the

preceding Distribution Date less the sum of the 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 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 twenty-first of Section 4.01(a)(i).

 

            Class B-L1 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)(ii) hereof.

 

            Class B-L2 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)(ii) hereof.

 

            Class B-L3 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)(ii) hereof.

 

            Class B-L4 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)(ii) hereof.

 

            Class B-L5 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)(ii) hereof.

 

            Class B-L6 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)(ii) hereof.

 

            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 11.20.

 

            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.

 

            Corresponding Upper-Tier Class or Classes: As to the following

Uncertificated Lower-Tier Interests, the Corresponding Upper-Tier Class or

Classes as follows:

 

      Uncertificated Lower-Tier

      Interest                         Corresponding Upper-Tier Class or Classes

      -----------------------------    ------------------------------------------

      Class A-L1 Interest              Class A-1 Certificates, Class A-9

                                       Certificates and Class A-14 Certificates

 

      Class A-L2 Interest              Class A-2 Certificates and Class A-3

                                      Certificates

 

      Class A-L4 Interest              Class A-4 Certificates, Class A-7

                                      Certificates, Class A-8 Certificates,

                                      Class A-11 Certificates, Class A-12

                                      Certificates, Class A-13 Certificates and

                                       Class A-16 Certificates

 

      Class A-L5 Interest              Class A-5 Certificates

 

      Class A-L6 Interest              Class A-6 Certificates

 

      Class A-L10 Interest             Class A-10 and Class A-15 Certificates

 

      Class A-LPO Interest             Class A-PO Certificates

 

      Class A-LUR Interest             Class A-R Certificate

 

      Class B-L1 Interest              Class B-1 Certificates

 

      Class B-L2 Interest              Class B-2 Certificates

 

      Class B-L3 Interest              Class B-3 Certificates

 

      Class B-L4 Interest              Class B-4 Certificates

 

      Class B-L5 Interest              Class B-5 Certificates

 

      Class B-L6 Interest              Class B-6 Certificates

 

            Current Class A Interest Distribution Amount: As to any Distribution

Date, the amount distributed in respect of the Classes of Class A Certificates

pursuant to Paragraph first 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 fifth, eighth, eleventh, fourteenth, seventeenth and

twentieth of Section 4.01(a)(i) on such Distribution Date.

 

             Current Class B-1 Fractional Interest: As to any Distribution Date

subsequent to the first Distribution Date, the percentage obtained by dividing

the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class

B-5 and Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to

the first Distribution Date, the Original Class B-1 Fractional Interest.

 

            Current Class B-2 Fractional Interest: As to any Distribution Date

subsequent to the first Distribution Date, the percentage obtained by dividing

the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and

Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to the

first Distribution Date, the Original Class B-2 Fractional Interest.

 

             Current Class B-3 Fractional Interest: As to any Distribution Date

subsequent to the first Distribution Date, the percentage obtained by dividing

the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6

Certificates by the Aggregate Non-PO Principal Balance. As to the first

Distribution Date, the Original Class B-3 Fractional Interest.

 

            Current Class B-4 Fractional Interest: As to any Distribution Date

subsequent to the first Distribution Date, the percentage obtained by dividing

the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by

the Aggregate Non-PO Principal Balance. As to the first Distribution Date, the

Original Class B-4 Fractional Interest.

 

            Current Class B-5 Fractional Interest: As to any Distribution Date

subsequent to the first Distribution Date, the percentage obtained by dividing

the Principal Balance of the Class B-6 Certificates by the Aggregate Non-PO

Principal Balance. As to the first Distribution Date, the Original Class B-5

Fractional Interest.

 

            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 July 28,

2005, among the Custodian, the Seller, the Master Servicer and the Trustee,

which agreement is attached hereto as Exhibit E, as the same may be amended or

modified from time to time in accordance with the terms thereof.

 

            Custodial P&I Account: The Custodial P&I Account, as defined in each

of the Servicing Agreements, with respect to the Mortgage Loans. In determining

whether the Custodial P&I Account under any Servicing Agreement is "acceptable"

to the Master Servicer (as may be required by the definition of "Eligible

Account" contained in the Servicing Agreements), the Master Servicer shall

require that any such account shall be acceptable to each of the Rating

Agencies.

 

            Custodian: Wells Fargo Bank, or its successor in interest under the

Custodial Agreement. Initially, the custodial functions shall be performed by

the Corporate Trust Services division of Wells Fargo Bank.

 

            Cut-Off Date: The first day of the month of initial issuance of the

Certificates as set forth in Section 11.01.

 

            Cut-Off Date Aggregate Principal Balance: The aggregate of the

Cut-Off Date Principal Balances of the Mortgage Loans as set forth in Section

11.02.

 

            Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid

principal balance as of the close of business on the Cut-Off Date (but without

giving effect to any Unscheduled Principal Receipts received or applied on the

Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off

Date and not paid, and increased by scheduled monthly payments of principal due

after the Cut-Off Date but received by the related Servicer on or before the

Cut-Off Date.

 

            Debt Service Reduction: With respect to any Mortgage Loan, a

reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of

competent jurisdiction in a proceeding under the Bankruptcy Code, except such a

reduction constituting a Deficient Valuation.

 

            Deficient Valuation: With respect to any Mortgage Loan, a valuation

by a court of competent jurisdiction of the Mortgaged Property in an amount less

than the then-outstanding indebtedness under the Mortgage Loan, or any reduction

in the amount of principal to be paid in connection with any scheduled Monthly

Payment that results in a permanent forgiveness of principal, which valuation or

reduction results from a proceeding under the Bankruptcy Code.

 

            Definitive Certificates: As defined in Section 5.01(b).

 

            Denomination: The amount, if any, specified on the face of each

Certificate (other than the Class A-3 Certificates) representing the principal

portion of the Cut-Off Date Aggregate Principal Balance evidenced by such

Certificate. As to the Class A-3 Certificates, the amount specified on the face

of each such Certificate representing the portion of the Original Notional

Amount.

 

            Determination Date: The 17th day of the month in which the related

Distribution Date occurs, or if such 17th day is not a Business Day, the

Business Day preceding such 17th day.

 

            Discount   Mortgage   Loan:   A   Mortgage   Loan   with a Net   Mortgage

Interest Rate of less than 5.500%.

 

            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 each of the Rating Agencies, or such lower rating

      categories as would not result in the downgrading or withdrawal of the

      rating then assigned to any of the Certificates by either Rating Agency or

      result in any of such rated Certificates being placed on credit review

      status (other than for possible upgrading) by either Rating Agency;

 

            (v) guaranteed reinvestment agreements issued by any bank, insurance

      company or other corporation acceptable to each Rating Agency at the time

      of the issuance of such agreements;

 

            (vi) repurchase agreements on obligations with respect to any

      security described in clauses (i) or (ii) above or any other security

      issued or guaranteed by an agency or instrumentality of the United States

      of America, in either case entered into with a depository institution or

      trust company (acting as principal) described in (iv) above;

 

            (vii) securities (other than stripped bonds or stripped coupon

      securities) bearing interest or sold at a discount issued by any

      corporation incorporated under the laws of the United States of America or

      any state thereof which, at the time of such investment or contractual

      commitment providing for such investment, are then rated in the highest

      short-term or the highest long-term rating category by each Rating Agency,

      or in such lower rating category as would not result in the downgrading or

      withdrawal of the rating then assigned to any of the Certificates by

      either Rating Agency or result in any of such rated Certificates being

      placed on credit review status (other than for possible upgrading) by

      either Rating Agency;

 

            (viii) such other investments acceptable to each Rating Agency as

      would not result in the downgrading of the rating then assigned to the

      Certificates by either Rating Agency or result in any of such rated

      Certificates being placed on credit review status (other than for possible

      upgrading) by either Rating Agency; and

 

            (ix) any mutual fund, money market fund, common trust fund or other

      pooled investment vehicle, the assets of which are limited to instruments

      that otherwise would constitute Eligible Investments hereunder, including

      any such fund that is managed by the Trustee or Master Servicer or any

      affiliate of the Trustee or Master Servicer or for which the Trustee or

      Master Servicer or any of its affiliates acts as an adviser as long as

      such fund is rated in at least the highest rating category by each Rating

      Agency.

 

            In no event shall an instrument be an Eligible Investment if such

instrument evidences either (i) a right to receive only interest payments with

respect to the obligations underlying such instrument, or (ii) both principal

and interest payments derived from obligations underlying such instrument and

the interest and principal payments with respect to such instrument provide a

yield to maturity at the date of investment of greater than 120% of the yield to

maturity at par of such underlying obligations.

 

            ERISA:   The Employee   Retirement   Income   Security Act of 1974, as

amended.

 

            ERISA Prohibited Holder: As defined in Section 5.02(d).

 

            Errors and Omissions   Policy:   As defined in each of the Servicing

Agreements.

 

            Event of Default: Any of the events specified in Section 7.01.

 

            Exchange Act:   The Securities Exchange Act of 1934, as amended.

 

            FDIC: The Federal Deposit   Insurance   Corporation or any successor

thereto.

 

            Fidelity Bond: As defined in each of the Servicing Agreements.

 

            Final   Distribution Date: The Distribution Date on which the final

distribution in respect of the Certificates is made pursuant to Section 9.01.

 

            Final Scheduled Maturity Date: The Final Scheduled Maturity Date for

each Class of Class A Certificates and Class B Certificates is August 25, 2035,

which corresponds to the "latest possible maturity date" for purposes of Section

860G(a)(1) of the Internal Revenue Code of 1986, as amended.

 

            Fitch: Fitch Ratings, or its successor in interest.

 

            Fixed Retained Yield: The fixed percentage of interest on each

Mortgage Loan with a Mortgage Interest Rate greater than the sum of (a) 5.500%,

(b) the applicable Servicing Fee Rate and (c) the Master Servicing Fee Rate,

which will be determined on a loan by loan basis and will equal the Mortgage

Interest Rate on each Mortgage Loan minus the sum of the rates described in

clauses (a), (b) and (c), which is not assigned to and not part of the Trust

Estate.

 

            Fixed Retained Yield Rate: With respect to each Mortgage Loan, a per

annum rate equal to the greater of (a) zero and (b) the Mortgage Interest Rate

on such Mortgage Loan minus, the sum of (a) 5.500%, (b) the applicable Servicing

Fee Rate and (c) the Master Servicing Fee Rate.

 

            Full Unscheduled Principal Receipt: Any Unscheduled Principal

Receipt with respect to a Mortgage Loan (i) in the amount of the outstanding

principal balance of such Mortgage Loan and resulting in the full satisfaction

of such Mortgage Loan or (ii) representing Liquidation Proceeds other than

Partial Liquidation Proceeds.

 

            Holder: See "Certificateholder."

 

            Independent: When used with respect to any specified Person, such

Person who (i) is in fact independent of the Seller, the Master Servicer and any

Servicer, (ii) does not have any direct financial interest or any material

indirect financial interest in the Seller or the Master Servicer or any Servicer

or in an affiliate of either, and (iii) is not connected with the Seller, the

Master Servicer or any Servicer as an officer, employee, promoter, underwriter,

trustee, partner, director or person performing similar functions.

 

            Insurance Policy: Any insurance or performance bond relating to a

Mortgage Loan or the Mortgage Loans, including any hazard insurance, special

hazard insurance, flood insurance, primary mortgage insurance, mortgagor

bankruptcy bond or title insurance.

 

            Insurance Proceeds: Proceeds paid by any insurer pursuant to any

Insurance Policy covering a Mortgage Loan.

 

            Insured   Expenses:    Expenses   covered   by   any   Insurance   Policy

covering a Mortgage Loan.

 

            Interest Accrual Amount: As to any Distribution Date and any Class

of Class A Certificates (other than the Class A-PO Certificates), (i) the

product of (a) 1/12th of the Class A Pass-Through Rate for such Class and (b)

the Principal Balance of such Class or, in the case of the Class A-3

Certificates, the Notional Amount, as of the Determination Date immediately

preceding such Distribution Date minus (ii) the sum of (A) the Class A Interest

Percentage of such Class of the interest portion of any Realized Losses on the

Mortgage Loans on or after the Subordination Depletion Date pursuant to Section

4.02(c) and (B) the Class A Interest Percentage of such Class of any

Non-Supported Interest Shortfall or Relief Act Shortfall allocated to the Class

A Certificates with respect to such Distribution Date. The Class A-PO

Certificates have no Interest Accrual Amount.

 

            As to any Distribution Date and any Class of Class B Certificates,

an amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate

and the Principal Balance of such Class as of the Determination Date preceding

such Distribution Date minus (ii) the Class B Interest Percentage of such Class

of the sum of any Non-Supported Interest Shortfall and any Relief Act Shortfall

allocated to the Class B Certificates with respect to such Distribution Date.

 

            LIBOR: As to any Distribution Date, the arithmetic mean of the

London Interbank offered rate quotations for one month U.S. dollar deposits, as

determined by the Trustee on the related Rate Determination Date in accordance

with Section 4.07.

 

            LIBOR Business Day: Any Business Day on which banks are open for

dealing in foreign currency and exchange in London, England, the City of New

York and Charlotte, North Carolina.

 

            LIBOR Certificates: Any of the Class A-2 and Class A-3 Certificates.

 

            Liquidated Loan: A Mortgage Loan with respect to which the related

Mortgaged Property has been acquired, liquidated or foreclosed and with respect

to which the applicable Servicer determines that all Liquidation Proceeds which

it expects to recover have been recovered.

 

            Liquidated Loan Loss: With respect to any Distribution Date, the

aggregate of the amount of losses with respect to each Mortgage Loan which

became a Liquidated Loan during the Applicable Unscheduled Principal Receipt

Period with respect to Full Unscheduled Principal Receipts for such Distribution

Date, equal to the excess of (i) the unpaid principal balance of each such

Liquidated Loan, plus accrued interest thereon in accordance with the

amortization schedule at the time applicable thereto at the applicable Net

Mortgage Interest Rate from the Due Date as to which interest was last paid with

respect thereto through the last day of the month preceding the month in which

such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect

to such Liquidated Loan.

 

            Liquidation Expenses: Expenses incurred by a Servicer in connection

with the liquidation of any defaulted Mortgage Loan or property acquired in

respect thereof (including, without limitation, legal fees and expenses,

committee or referee fees, and, if applicable, brokerage commissions and

conveyance taxes), any unreimbursed advances 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-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)(ii).

 

            Lower-Tier REMIC: One of two separate REMICs comprising the Trust

Estate, the assets of which consist of the Mortgage Loans (other than Fixed

Retained Yield), such amounts as shall from time to time be held in the

Certificate Account (other than Fixed Retained Yield), 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 11.25.

 

            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 July 28, 2005 between Wells Fargo Bank, as seller, and the

Seller, as purchaser.

 

            Mortgage Loan Rider: The standard Fannie Mae/Freddie Mac riders to

the Mortgage Note and/or Mortgage riders required when the Mortgaged Property is

a condominium unit or a unit in a planned unit development.

 

            Mortgage Loan Schedule: The list of the Mortgage Loans transferred

to the Trustee on the Closing Date as part of the Trust Estate and attached

hereto as Exhibits F-1 and F-2, which list may be amended following the Closing

Date upon conveyance of a Substitute Mortgage Loan pursuant to Section 2.02,

2.03 or 2.06 and which list shall set forth at a minimum the following

information as of the close of business on the Cut-Off Date (or, with respect to

Substitute Mortgage Loans, as of the close of business on the day of

substitution) as to each Mortgage Loan:

 

            (i) the Mortgage Loan identifying number;

 

            (ii) the city, state and zip code of the Mortgaged Property;

 

            (iii) the type of property;

 

            (iv) the Mortgage Interest Rate;

 

            (v) the Net Mortgage Interest Rate;

 

            (vi) the Monthly Payment;

 

             (vii) the original number of months to maturity;

 

            (viii) the scheduled maturity date;

 

            (ix) the Cut-Off Date Principal Balance;

 

            (x) the Loan-to-Value Ratio at origination;

 

            (xi) whether such Mortgage Loan is a Subsidy Loan;

 

            (xii) whether such Mortgage Loan is covered by primary mortgage

      insurance;

 

            (xiii) the applicable Servicing Fee Rate;

 

            (xiv) the Master Servicing Fee Rate;

 

            (xv) Fixed Retained Yield Rate, if applicable; and

 

            (xvi) for each Other Servicer Mortgage Loan, the name of the

      Servicer with respect thereto.

 

            Such schedule may consist of multiple reports that collectively set

forth all of the information required.

 

            Mortgage Loans: Each of the mortgage loans transferred and assigned

to the Trustee on the Closing Date pursuant to Section 2.01(a) and any mortgage

loans substituted therefor pursuant to Section 2.02, 2.03 or 2.06, in each case

as from time to time are included in the Trust Estate as identified in the

Mortgage Loan Schedule.

 

            Mortgage Note: The note or other evidence of indebtedness evidencing

the indebtedness of a Mortgagor under a Mortgage Loan together with any related

Mortgage Loan Riders, if applicable.

 

            Mortgaged Property: The property subject to a Mortgage, which may

include Co-op Shares or residential long-term leases.

 

            Mortgagor: The obligor on a Mortgage Note.

 

            Net   Liquidation   Proceeds:   As to any   defaulted   Mortgage   Loan,

Liquidation Proceeds net of Liquidation Expenses.

 

            Net Mortgage Interest Rate: With respect to each Mortgage Loan, a

rate equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii)

the sum of (a) the applicable Servicing Fee Rate, as set forth in Section 11.24

with respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set

forth in Section 11.25 with respect to such Mortgage Loan and (c) the Fixed

Retained Yield Rate, if any, with respect to such Mortgage Loan. Any regular

monthly computation of interest at such rate shall be based upon annual interest

at such rate on the applicable amount divided by twelve.

 

            Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of

any related expenses of the Servicer.

 

            Non-permitted Foreign Holder: As defined in Section 5.02(d).

 

            Non-PO Fraction: With respect to any Mortgage Loan, the lesser of

(i) 1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest

Rate for such Mortgage Loan by 5.500%.

 

            Non-PO Recovery: As to any Distribution Date, the amount of all

Recoveries received during the Applicable Unscheduled Principal Receipt Periods

for such Distribution Date less the Class A-PO Recovery for such Distribution

Date.

 

            Nonrecoverable Advance: Any portion of a Periodic Advance previously

made or proposed to be made in respect of a Mortgage Loan which has not been

previously reimbursed to the Servicer, the Master Servicer or the Trustee, as

the case may be, and which the Servicer, the Master Servicer or the Trustee

determines will not, or in the case of a proposed Periodic Advance would not, be

ultimately recoverable from Liquidation Proceeds or other recoveries in respect

of the related Mortgage Loan. The determination by the Servicer, the Master

Servicer or the Trustee (i) that it has made a Nonrecoverable Advance or (ii)

that any proposed Periodic Advance, if made, would constitute a Nonrecoverable

Advance, shall be evidenced by an Officer's Certificate of the Servicer

delivered to the Master Servicer for redelivery to the Trustee or, in the case

of a Master Servicer determination, an Officer's Certificate of the Master

Servicer delivered to the Trustee, in each case detailing the reasons for such

determination.

 

            Non-Supported Interest Shortfall: With respect to any Distribution

Date, the sum of (i) the excess, if any, of the aggregate Prepayment Interest

Shortfall on the Mortgage Loans over the aggregate Compensating Interest with

respect to such Distribution Date and (ii) Curtailment Interest Shortfalls with

respect to such Distribution Date. With respect to each Distribution Date

occurring on or after the Subordination Depletion Date, the Non-Supported

Interest Shortfall determined pursuant to the preceding sentence will be

increased by the amount of any Subordination Depletion Date Interest Shortfall

for such Distribution Date. Any Non-Supported Interest Shortfall will be

allocated to (a) the Class A Certificates (other that the Class A-PO

Certificates) according to the percentage obtained by dividing the Class A

Non-PO Principal Balance by the Aggregate Non-PO Principal Balance and (b) the

Class B Certificates according to the percentage obtained by dividing the Class

B Principal Balance by the Aggregate Non-PO Principal Balance.

 

            Non-U.S. Person: As defined in Section 4.01(g).

 

            Notional Amount: The Class A-3 Notional Amount.

 

            NYCEMA: A New York Consolidation, Extension and Modification

Agreement.

 

            Officers' Certificate: With respect to any Person, a certificate

signed by the Chairman of the Board, the President or a Vice President, and by

the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant

Secretaries of such Person (or, in the case of a Person which is not a

corporation, signed by the person or persons having like responsibilities), and

delivered to the Trustee.

 

            Opinion of Counsel: A written opinion of counsel, who may be outside

or salaried counsel for the Seller, a Servicer or the Master Servicer, or any

affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the

Trustee if such opinion is to be delivered to the Trustee; provided, however,

that with respect to REMIC matters, matters relating to the determination of

Eligible Accounts or matters relating to transfers of Certificates, such counsel

shall be Independent.

 

            Optimal Adjustment Event: With respect to any Class of Class B

Certificates 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 or fifth sentences 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 Non-PO Principal Balance: The Aggregate Non-PO

Principal Balance as of the Cut-Off Date, as set forth in Section 11.06.

 

            Original Class A Percentage: The Class A Percentage as of the

Cut-Off Date as set forth in Section 11.03.

 

            Original Class A-3 Notional Amount: The Original Class A-3 Notional

Amount as set forth in Section 11.05(a).

 

            Original Class B Principal Balance: The sum of the Original Class

B-1 Principal Balance, the Original Class B-2 Principal Balance, the Original

Class B-3 Principal Balance, the Original Class B-4 Principal Balance, the

Original Class B-5 Principal Balance and the Original Class B-6 Principal

Balance, as set forth in Section 11.07.

 

            Original Class B-1 Fractional Interest: As to the first Distribution

Date, the percentage obtained by dividing the sum of the Original Class B-2

Principal Balance, the Original Class B-3 Principal Balance, the Original Class

B-4 Principal Balance, the Original Class B-5 Principal Balance and the Original

Class B-6 Principal Balance by the Original Aggregate Non-PO Principal Balance.

The Original Class B-1 Fractional Interest is specified in Section 11.09.

 

            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

Original Aggregate Non-PO 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 Original Aggregate Non-PO 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 Original

Aggregate Non-PO 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 Original Aggregate Non-PO Principal Balance. The Original Class

B-5 Fractional Interest is specified in Section 11.13.

 

            Original Class B-1 Percentage: The Class B-1 Percentage as of the

Cut-Off Date, as set forth in Section 11.14.

 

            Original Class B-2 Percentage: The Class B-2 Percentage as of the

Cut-Off Date, as set forth in Section 11.15.

 

            Original Class B-3 Percentage: The Class B-3 Percentage as of the

Cut-Off Date, as set forth in Section 11.16.

 

            Original Class B-4 Percentage: The Class B-4 Percentage as of the

Cut-Off Date, as set forth in Section 11.17.

 

            Original Class B-5 Percentage: The Class B-5 Percentage as of the

Cut-Off Date, as set forth in Section 11.18.

 

            Original Class B-6 Percentage: The Class B-6 Percentage as of the

Cut-Off Date, as set forth in Section 11.19.

 

            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   Notional Amount:   The Original Class A-3 Notional Amount

set forth in Section 11.05(a).

 

            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.

 

            Other Servicer: Any of the Servicers other than Wells Fargo Bank.

 

            Other Servicer Mortgage Loan: Any of the Mortgage Loans, if any,

identified in Exhibit F-2 hereto, as such Exhibit may be amended from time to

time in connection with a substitution pursuant to Section 2.02, 2.03 or 2.06,

which Mortgage Loan is serviced under an Other Servicing Agreement.

 

            Other Servicing   Agreements:   The Servicing   Agreements other than

the Wells Fargo Bank Servicing Agreement.

 

            Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan

(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled

Principal Receipt prior to such Due Date and which was not repurchased by the

Seller prior to such Due Date pursuant to Section 2.02, 2.03 or 3.08.

 

            Owner Mortgage Loan File: A file maintained by the Custodian for

each Mortgage Loan that contains the documents specified in Section 2.01(a) and

any additional documents required to be added to the Owner Mortgage Loan File

pursuant to this Agreement.

 

            Partial Liquidation Proceeds: Liquidation Proceeds received by a

Servicer prior to the Unscheduled Principal Receipt Period in which the related

Mortgage Loan became a Liquidated Loan.

 

            Partial Unscheduled   Principal Receipt:   An Unscheduled   Principal

Receipt which is not a Full Unscheduled Principal Receipt.

 

            Paying Agent: The Person authorized on behalf of the Trustee to make

distributions to Certificateholders with respect to the Certificates and to

forward to Certificateholders the periodic and annual statements required by

Section 4.04. The Paying Agent may be the Trustee. The initial Paying Agent is

appointed in Section 4.03(b).

 

            Payment   Account:   The   account   maintained   pursuant   to   Section

4.03(a).

 

            Percentage Interest: With respect to a Class A Certificate (other

than the Class A-3 Certificates) of a Class, the undivided percentage interest

obtained by dividing the original principal balance of such Certificate by the

Original Principal Balance of such Class of Class A Certificates. With respect

to the Class A-3 Certificate, the undivided percentage interest obtained by

dividing the original notional amount evidenced by such Certificate by the

Original Class A-3 Notional Amount. With respect to a Class B Certificate of a

Class, the undivided percentage interest obtained by dividing the original

principal balance of such Certificate by the Original Principal Balance of such

Class of Class B Certificates.

 

            Periodic Advance: The aggregate of the advances required to be made

by a Servicer on any Distribution Date pursuant to its Servicing Agreement or by

the Master Servicer or the Trustee hereunder, the amount of any such advances

being equal to the total of all Monthly Payments (adjusted, in each case (i) in

respect of interest, to the applicable Mortgage Interest Rate less the

applicable Servicing Fee in the case of Periodic Advances made by a Servicer and

to the applicable Net Mortgage Interest Rate in the case of Periodic Advances

made by the Master Servicer or Trustee and (ii) by the amount of any related

Debt Service Reductions or reductions in the amount of interest collectable from

the Mortgagor pursuant to the Servicemembers Civil Relief Act, as it may be

amended from time to time, or similar legislation or regulations then in effect)

on the Mortgage Loans, that (x) were delinquent as of the close of business on

the related Determination Date, (y) were not the subject of a previous Periodic

Advance by such Servicer or of a Periodic Advance by the Master Servicer or the

Trustee, as the case may be and (z) have not been determined by the Master

Servicer, such Servicer or Trustee to be Nonrecoverable Advances.

 

            Person: Any individual, corporation, partnership, joint venture,

association, joint-stock company, trust, unincorporated organization or

government or any agency or political subdivision thereof.

 

            Plan: As defined in Section 5.02(c).

 

            PMI Advance: As defined in the related Servicing Agreement, if

applicable.

 

            PO Fraction: With respect to any Discount Mortgage Loan, the

difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with

respect to any other Mortgage Loan, zero.

 

            Pool Balance (Non-PO Portion): As of any Distribution Date, the sum

of the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of

the product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the

Scheduled Principal Balance of such Mortgage Loan.

 

            Pool Balance (PO Portion): As of any Distribution Date, the sum of

the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the

product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled

Principal Balance of such Mortgage Loan.

 

            Pool Distribution Amount: As of any Distribution Date, the funds

eligible for distribution to the Class 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 Mortgage Loans (including, without limitation, the proceeds

of any repurchase of a 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 by a

Servicer pursuant to the related Servicing Agreement or Periodic Advances 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)(i) and (iv) all

other amounts (including any Insurance Proceeds and Compensating Interest)

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

      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 by the Master Servicer or the Trustee;

 

                  (c) that portion of each payment of interest on a particular

      Mortgage Loan which represents (i) the Fixed Retained Yield, if any, (ii)

      the applicable Servicing Fee and (iii) the Master Servicing Fee;

 

                  (d) all amounts representing scheduled payments of principal

      and interest due after the Due Date occurring in the month in which such

      Distribution Date occurs;

 

                  (e) all Unscheduled Principal Receipts received by the

      Servicers 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 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

      Mortgage Loan substituted for a 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

      Mortgage Loan;

 

                  (g) that portion of Liquidation Proceeds and REO Proceeds

      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;

 

                  (j) Month End Interest;

 

                  (k) all amounts reimbursable to a Servicer for PMI Advances;

      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.

 

            Pool Scheduled Principal Balance: As to any Distribution Date, the

aggregate Scheduled Principal Balance of all Mortgage Loans that were

Outstanding Mortgage Loans on the Due Date in the month preceding the month of

such Distribution Date.

 

            Premium Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest

Rate equal to or greater than 5.500%.

 

            Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor

payment consisting of a Principal Prepayment in the amount of the outstanding

principal balance of such loan and resulting in the full satisfaction of such

obligation.

 

            Prepayment Interest Shortfall: On any Distribution Date, the amount

of interest, if any, that would have accrued on any Mortgage Loan which was the

subject of a Prepayment in Full at the Net Mortgage Interest Rate for such

Mortgage Loan from the date of its Prepayment in Full (but in the case of a

Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is

the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on

or after the Determination Date in the month prior to the month of such

Distribution Date and prior to the first day of the month of such Distribution

Date) through the last day of the month prior to the month of such Distribution

Date.

 

            Prepayment   Shift   Percentage:   As to any   Distribution   Date, the

percentage indicated below:

 

                                                                      Prepayment

                                                                       Shift

  Distribution Date Occurring In                                       Percentage

  ------------------------------                                       ----------

  August 2005 through July 2010..................................         0%

  August 2010 through July 2011..................................        30%

  August 2011 through July 2012..................................        40%

  August 2012 through July 2013..................................        60%

  August 2013 through July 2014..................................        80%

  August 2014 and thereafter.....................................       100%

 

            Principal Adjustment: In the event that the Class B-1 Optimal

Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal

Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal

Principal Amount or Class B-6 Optimal Principal Amount is calculated in

accordance with the proviso in such definition with respect to any Distribution

Date, the Principal Adjustment for such Class of Class B Certificates shall

equal the difference between (i) the amount that would have been distributed to

such Class as principal in accordance with Section 4.01(a)(i) for such

Distribution Date, calculated without regard to such proviso and assuming there

are no Principal Adjustments for such Distribution Date and (ii) the Adjusted

Principal Balance for such Class.

 

            Principal Balance: As of the first Determination Date and as to any

Class of Class A Certificates (other than the Class A-3 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 (other than the Class A-3 and Class A-PO 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 clause (1) 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

Class A Loss Percentage of such Class and the difference, if any, between (i)

the Class A Non-PO Principal Balance as of such Determination Date without

regard to this sentence and (ii) the difference between (A) the Adjusted Pool

Amount for the preceding Distribution Date and (B) the Adjusted Pool Amount (PO

Portion) for the preceding Distribution Date; provided, however, that the amount

of any such reduction for the Class A-4 Certificates will be decreased by the

Class A-13 Loss Allocation Amount. In addition, any increase allocated to the

Class A-4 Certificates pursuant to the third sentence above will instead

increase the Principal Balance of the Class A-13 Certificates. Notwithstanding

the foregoing, on any Distribution Date in which the Class A-4 Loss Amount

exceeds the Principal Balance of the Class A-4 Certificates prior to any

reduction for the Class A-13 Loss Allocation Amount, such excess will be

allocated in reduction of the Principal Balance of the Class A-4 Certificates.

 

            As of any subsequent Determination Date prior to the Subordination

Depletion Date and as to the Class A-PO Certificates, the Original Principal

Balance of such Class less the sum of (a) all amounts previously distributed in

respect of the Class A-PO Certificates on prior Distribution Dates pursuant to

Paragraphs third clause (2) and fourth of Section 4.01(a)(i) and (b) the

Realized Losses allocated through such Determination Date to the Class A-PO

Certificates pursuant to Section 4.02(b). After the Subordination Depletion

Date, the Adjusted Pool Amount (PO Portion) for the preceding Distribution Date.

 

            The Class A-3 Certificates are interest only Certificates and have

no Principal Balance.

 

            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 clause (1) of Section 4.01(a)(i), Paragraph third clause (2) of

Section 4.01(a)(i), or Paragraphs seventh, tenth, thirteenth, sixteenth,

nineteenth or twenty-second of Section 4.01(a)(i).

 

            Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which

is received in advance of its Due Date and is not accompanied by an amount

representing scheduled interest for any period subsequent to the date of

prepayment.

 

            Prior Month Receipt Period: With respect to each Distribution Date,

the calendar month preceding the month in which such Distribution Date occurs.

 

            Priority Amount: For any Distribution Date, the sum of (A) the

product of (1) the Priority Percentage, (2) the Shift Percentage and (3) the

Scheduled Principal Amount and (B) the product of (1) the Priority Percentage,

(2) the Prepayment Shift Percentage and (3) the Unscheduled Principal Amount.

 

            Priority Percentage: The sum of the Principal Balances of the Class

A-4 and Class A-13 Certificates divided by the Aggregate Non-PO Principal

Balance.

 

            Prohibited   Transaction Tax: Any tax imposed under Section 860F of

the Code.

 

            Prospectus: The prospectus dated June 14, 2005 as supplemented by

the prospectus supplement dated July 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 Determination Date: As to any Distribution Date and any Class

of LIBOR Certificates, the second LIBOR Business Day preceding the 25th day of

the month preceding the month in which such Distribution Date occurs.

 

            Rating Agency: Any nationally recognized statistical credit rating

agency, or its successor, that rated one or more Classes of the Certificates at

the request of the Seller at the time of the initial issuance of the

Certificates. The Rating Agencies for the Class A-1, Class A-2, Class A-3, Class

A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class

A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16 and Class A-PO

Certificates are Moody's and Fitch. The Rating Agency for the Class A-R, Class

A-LR, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates is

Fitch. If any such agency or a successor is no longer in existence, "Rating

Agency" shall be such statistical credit rating agency, or other comparable

Person, designated by the Seller, notice of which designation shall be given to

the Trustee and the Master Servicer. References herein to the highest short-term

rating category of a Rating Agency shall mean F-1+ in the case of Fitch, P-1 in

the case of Moody's, and in the case of any other Rating Agency shall mean its

equivalent of such ratings. References herein to the highest long-term rating

categories of a Rating Agency shall mean AAA in the case of Fitch and Aaa in the

case of Moody's, and in the case of any other Rating Agency shall mean its

equivalent of such ratings without any plus or minus.

 

            Realized Losses: With respect to any Distribution Date, (i)

Liquidated Loan Losses incurred on Liquidated Loans for which the Liquidation

Proceeds were received during the Applicable Unscheduled Principal Receipt

Period with respect to Full Unscheduled Principal Receipts with respect to such

Distribution Date and (ii) Bankruptcy Losses incurred during the period

corresponding to the Applicable Unscheduled Principal Receipt Period with

respect to Full Unscheduled Principal Receipts for such Distribution Date.

 

            Record Date: For (i) the Class A-2 and Class A-3 Certificates, the

Business Day preceding the related Distribution Date and (ii) all other

Certificates, the last Business Day of the month preceding the month of the

related Distribution Date.

 

            Recovery: Any amount received on a Mortgage Loan subsequent to such

Mortgage Loan being determined to be a Liquidated Loan.

 

            Reference Banks: Initially, the Reference Banks shall be Deutsche

Bank International, Bank of America, N.A., Citibank, N.A., and The Fuji Bank,

Limited. If any of these banks are not available, the Trustee shall select from

one of the following banks a substitute Reference Bank: Credit Suisse First

Boston Corporation, Westdeutsche Landesbank Girozentrale, The J.P. Morgan Chase

Bank or National Westminster Bank Plc. If any of these banks are not available,

the Trustee shall in its discretion select another Reference Bank.

 

            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 (other than the

Class A-PO Certificates) according to the percentage obtained by dividing the

Class A Non-PO Principal Balance by the Aggregate Non-PO Principal Balance and

(b) the Class B Certificates according to the percentage obtained by dividing

the Class B Principal Balance by the Aggregate Non-PO Principal Balance.

 

            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.

 

            Scheduled Principal Amount: The sum for each outstanding Mortgage

Loan (including each defaulted Mortgage Loan with respect to which the related

Mortgaged Property has been acquired by the Trust Estate) of the product of (A)

the Non-PO Fraction for such Mortgage Loan and (B) the sum of the amounts

described in clauses Iy(i) and Iy(iv) of the definition of Class A Non-PO

Optimal Principal Amount, but without such amount being multiplied by the

applicable Class A Percentage.

 

            Scheduled Principal Balance: As to any Mortgage Loan and

Distribution Date, the principal balance of such Mortgage Loan as of the Due

Date in the month preceding the month of such Distribution Date as specified in

the amortization schedule at the time relating thereto (before any adjustment to

such amortization schedule by reason of any bankruptcy (other than Deficient

Valuations) or similar proceeding or any moratorium or similar waiver or grace

period) after giving effect to (A) Unscheduled Principal Receipts received or

applied by the applicable Servicer during the related Unscheduled Principal

Receipt Period for each applicable type of Unscheduled Principal Receipt related

to the Distribution Date occurring in the month preceding such Distribution

Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the

payment of principal due on such Due Date and irrespective of any delinquency in

payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance

of a Mortgage Loan which becomes a Liquidated Loan at any time through the last

day of such related Unscheduled Principal Receipt Period shall be zero.

 

            Seller:    Wells   Fargo   Asset   Securities    Corporation,    or   its

successor in interest.

 

            Servicer   Mortgage   Loan File: As defined in each of the Servicing

Agreements.

 

            Servicers:   Each of Wells Fargo   Bank,   Arvest   Mortgage   Company,

Bank of Oklahoma,   N.A. and Colonial   Savings,   F.A., as a Servicer   under the

related Servicing   Agreement.   Initially the servicing   functions performed by

Wells Fargo Bank shall be performed by the Wells Fargo Home Mortgage   division

of Wells Fargo Bank.

 

            Servicing Agreements: Each of the Servicing Agreements executed with

respect to a portion of the Mortgage Loans by one of the Servicers, which

agreements are attached hereto, collectively, as Exhibit L.

 

            Servicing   Fee:   With respect to any   Servicer,   as defined in its

Servicing Agreement.

 

            Servicing Fee Rate:   With respect to a Mortgage Loan, as set forth

in Section 11.24.

 

            Servicing   Officer:   Any   officer   of a Servicer   involved   in, or

responsible for, the administration and servicing of the Mortgage Loans.

 

            Shift   Percentage:   As to any   Distribution   Date,   the percentage

indicated below:

 

                                                                      Shift

    Distribution Date Occurring In                                  Percentage

  ------------------------------                                  ----------

  August 2005 through July 2010.................................          0%

  August 2010 and thereafter.....................................       100%

 

            Similar Law: As defined in Section 5.02(c).

 

            Single Certificate:   A Certificate of any Class that evidences the

smallest   permissible   Denomination   for such   Class,   as set forth in Section

11.23.

 

            Startup Day: As defined in Section 2.05.

 

            Subordinated    Percentage:    As   to   any   Distribution   Date,   the

percentage   which is the   difference   between   100% and the Class A Percentage

for such date.

 

            Subordinated   Prepayment Percentage:   As to any Distribution Date,

the   percentage   which   is   the   difference   between   100%   and   the   Class   A

Prepayment Percentage for such date.

 

            Subordination Depletion Date: The Distribution Date preceding the

first Distribution Date on which the Class A Percentage (determined pursuant to

clause (ii) of the definition thereof) equals or exceeds 100%.

 

            Subordination Depletion Date Interest Shortfall: With respect to any

Distribution Date that occurs on or after the Subordination Depletion Date with

respect to any Unscheduled Principal Receipt (other than a Prepayment in Full or

Curtailment):

 

            (A)    in the case where the Applicable Unscheduled Principal Receipt

                  Period is the Mid-Month Receipt Period and such Unscheduled

                  Principal Receipt is received by the Servicer on or after the

                  Determination Date in the month preceding the month of such

                  Distribution Date but prior to the first day of the month of

                  such Distribution Date, the amount of interest that would have

                  accrued at the Net Mortgage Interest Rate on the amount of

                  such Unscheduled Principal Receipt from the day of its receipt

                  or, if earlier, its application by the Servicer through the

                  last day of the month preceding the month of such Distribution

                  Date; and

 

            (B)    in the case where the Applicable Unscheduled Principal Receipt

                  Period is the Prior Month Receipt Period and such Unscheduled

                  Principal Receipt is received by the Servicer during the month

                  preceding the month of such Distribution Date, the amount of

                  interest that would have accrued at the Net Mortgage Interest

                  Rate on the amount of such Unscheduled Principal Receipt from

                  the day of its receipt or, if earlier, its application by the

                   Servicer through the last day of the month in which such

                  Unscheduled Principal Receipt is received.

 

            Subsidy Account: If the Trust Estate contains any Subsidy Loans, the

deposit account or accounts created and maintained by the Servicer for deposit

of Subsidy Funds and amounts payable under interest subsidy agreements relating

to mortgage loans other than the Mortgage Loans.

 

            Subsidy Funds: If the Trust Estate contains any Subsidy Loans, funds

contributed by the employer of a Mortgagor in order to reduce the payments

required from the Mortgagor for a specified period in specified amounts.

 

            Subsidy Loan: Any Mortgage Loan subject to a temporary interest

subsidy agreement pursuant to which the monthly interest payments made by the

related Mortgagor will be less than the scheduled monthly interest payments on

such Mortgage Loan, with the resulting difference in interest payments being

provided by the employer of the Mortgagor.

 

            Substitute Mortgage Loan: As defined in Section 2.02.

 

            Substitution Principal Amount: With respect to any Mortgage Loan

substituted in accordance with Section 2.02 or pursuant to Section 2.03 or 2.06,

the excess of (x) the unpaid principal balance of the Mortgage Loan which is

substituted for over (y) the unpaid principal balance of the Substitute Mortgage

Loan, each balance being determined as of the date of substitution.

 

            Trust: The corpus of the trust created by this Agreement.

 

             Trust Estate: The corpus of the Trust, consisting of the Mortgage

Loans (other than any Fixed Retained Yield), such amounts as may be held from

time to time in the Certificate Account (other than any Fixed Retained Yield),

the rights of the Trustee to receive the proceeds of all insurance policies and

performance bonds, if any, required to be maintained hereunder or under the

related Servicing Agreement, property which secured a Mortgage Loan and which

has been acquired by foreclosure or deed in lieu of foreclosure and all other

property and rights described in the first paragraph of Section 2.01(a).

 

            Trustee: Wachovia Bank, National Association, a national banking

association with its principal office located in Charlotte, North Carolina, or

any successor trustee appointed as herein provided.

 

            Type 1 Mortgage Loan: Any of the Mortgage Loans identified in

Exhibit F-1 hereto as such Exhibit may be amended from time to time in

connection with a substitution pursuant to Section 2.02, 2.03 or 2.06, serviced

under the Wells Fargo Bank Servicing Agreement and having a Mid-Month Receipt

Period with respect to all types of Unscheduled Principal Receipts.

 

            Uncertificated Lower-Tier Interest: Any of the Class A-L1 Interest,

the Class A-L2 Interest, the Class A-L4 Interest, the Class A-L5 Interest, the

Class A-L6 Interest, the Class A-L10 Interest, the Class A-LPO Interest, the

Class A-LUR Interest, the Class B-L1 Interest, the Class B-L2 Interest, the

Class B-L3 Interest, the Class B-L4 Interest, the Class B-L5 Interest and the

Class B-L6 Interest.

 

            Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest

Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid

Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4

Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class

B-6 Unpaid Interest Shortfall.

 

            Unscheduled Principal Amount: The sum for each outstanding Mortgage

Loan (including each defaulted Mortgage Loan with respect to which the related

Mortgaged Property has been acquired by the Trust Estate) of the product of (A)

the Non-PO Fraction for such Mortgage Loan and (B) the sum of the amounts

described in clauses Iy(ii) and Iy(iii) of the definition of Class A Non-PO

Optimal Principal Amount, but without such amount being multiplied by the

applicable Class A Prepayment Percentage.

 

            Unscheduled Principal Receipt: Any Principal Prepayment or other

recovery of principal on a Mortgage Loan, including, without limitation,

Liquidation Proceeds, Net REO Proceeds, Recoveries and proceeds received from

any condemnation award or proceeds in lieu of condemnation other than that

portion of such proceeds released to the Mortgagor in accordance with the terms

of the Mortgage or Prudent Servicing Practices, but excluding any Liquidation

Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any

Substitution Principal Amounts.

 

            Unscheduled   Principal Receipt Period:   Either a Mid-Month Receipt

Period or a Prior Month Receipt Period.

 

            Upper-Tier Certificate: Any one of the Class A Certificates (other

than the Class A-LR Certificate) and the Class B Certificates.

 

            Upper-Tier Certificate Account: The trust account established and

maintained pursuant to Section 4.01(e).

 

            Upper-Tier REMIC: One of the two separate REMICs comprising the

Trust Estate, the assets of which consist of the Uncertificated Lower-Tier

Interests and such amounts as shall from time to time be held in the Upper-Tier

Certificate Account.

 

            U.S. Person: As defined in Section 4.01(g).

 

            Voting Interest: With respect to any provisions hereof providing for

the action, consent or approval of the Holders of all Certificates evidencing

specified Voting Interests in the Trust Estate, the Class A-3 Certificates will

be each entitled to 1% of the aggregate Voting Interest represented by all

Certificates and remaining Class of Certificates will be entitled to a pro rata

portion of the remaining Voting Interest equal to the ratio obtained by dividing

the Principal Balance of such Class by the Class A Principal Balance and the

Class B Principal Balance. Each Certificateholder of a Class will have a Voting

Interest equal to the product of the Voting Interest to which such Class is

collectively entitled and the Percentage Interest in such Class represented by

such Holder's Certificates. With respect to any provisions hereof providing for

action, consent or approval of each Class of Certificates or specified Classes

of Certificates, each Certificateholder of a Class will have a Voting Interest

in such Class equal to such Holder's Percentage Interest in such Class.

 

            Wells Fargo Bank:   Wells Fargo Bank,   N.A.,   or its   successor   in

interest.

 

            Wells Fargo Bank Correspondents: The entities identified on a list

provided by Wells Fargo Bank to the Master Servicer, from which Wells Fargo Bank

purchased the Mortgage Loans.

 

            Wells Fargo Bank Servicing Agreement: The Servicing Agreement

providing for the servicing of the Type 1 Mortgage Loans initially by Wells

Fargo Bank.

 

            Section 1.02 Acts of Holders.

 

            (a) Any request, demand, authorization, direction, notice, consent,

waiver or other action provided by this Agreement to be given or taken by

Holders may be embodied in and evidenced by one or more instruments of

substantially similar tenor signed by such Holders in person or by an agent duly

appointed in writing. Except as herein otherwise expressly provided, such action

shall become effective when such instrument or instruments are delivered to the

Trustee. Proof of execution of any such instrument or of a writing appointing

any such agent shall be sufficient for any purpose of this Agreement and

conclusive in favor of the Trustee, if made in the manner provided in this

Section 1.02. The Trustee shall promptly notify the Master Servicer in writing

of the receipt of any such instrument or writing.

 

            (b) The fact and date of the execution by any Person of any such

instrument or writing may be proved by the affidavit of a witness of such

execution or by a certificate of a notary public or other officer authorized by

law to take acknowledgments of deeds, certifying that the individual signing

such instrument or writing acknowledged to him the execution thereof. When such

execution is by a signer acting in a capacity other than his or her individual

capacity, such certificate or affidavit shall also constitute sufficient proof

of his or her authority. The fact and date of the execution of any such

instrument or writing, or the authority of the individual executing the same,

may also be proved in any other manner which the Trustee deems sufficient.

 

            (c) The ownership of Certificates (whether or not such Certificates

shall be overdue and notwithstanding any notation of ownership or other writing

thereon made by anyone other than the Trustee and the Authenticating Agent)

shall be proved by the Certificate Register, and neither the Trustee, the Seller

nor the Master Servicer shall be affected by any notice to the contrary.

 

            (d) Any request, demand, authorization, direction, notice, consent,

waiver or other action of the Holder of any Certificate shall bind every future

Holder of the same Certificate and the Holder of every Certificate issued upon

the registration of transfer thereof or in exchange therefor or in lieu thereof

in respect of anything done, omitted or suffered to be done by the Trustee, the

Seller or the Master Servicer in reliance thereon, whether or not notation of

such action is made upon such Certificate.

 

            Section 1.03 Effect of Headings and Table of Contents.

 

            The Article and Section headings in this Agreement and the Table of

Contents are for convenience of reference only and shall not affect the

interpretation or construction of this Agreement.

 

            Section 1.04 Benefits of Agreement.

 

            Nothing in this Agreement or in the Certificates, express or

implied, shall give to any Person, other than the parties to this Agreement and

their successors hereunder and the Holders of the Certificates any benefit or

any legal or equitable right, power, remedy or claim under this Agreement.

 

<PAGE>

 

                                    ARTICLE II

 

                          CONVEYANCE OF MORTGAGE LOANS;

                      ORIGINAL ISSUANCE OF THE CERTIFICATES

 

            Section 2.01 Conveyance of Mortgage Loans.

 

            (a) The Seller, concurrently with the execution and delivery hereof,

does hereby assign to the Trustee, without recourse all the right, title and

interest of the Seller in and to (a) the Trust Estate, including all interest

(other than the portion, if any, representing the Fixed Retained Yield) and

principal received by the Seller on or with respect to the Mortgage Loans after

the Cut-Off Date (and including scheduled payments of principal and interest due

after the Cut-Off Date but received by the Seller on or before the Cut-Off Date

and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but

not including payments of principal and interest due on the Mortgage Loans on or

before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the

Servicers under the Servicing Agreements with respect to the Mortgage Loans, (d)

the right to receive amounts, if any, payable on behalf of any Mortgagor from

the Subsidy Account relating to any Subsidy Loan and (e) proceeds of all the

foregoing. It is agreed and understood by the Seller and the Trustee that it is

not intended that any mortgage loan be included in the Trust Estate that is a

"High-Cost Home Loan" as defined in any of (i) the New Jersey Home Ownership Act

effective November 27, 2003, (ii) the New Mexico Home Loan Protection Act

effective January 1, 2004, (iii) the Massachusetts Predatory Home Loan Practices

Act effective November 7, 2004 or (iv) the Indiana Home Loan Practices Act,

effective January 1, 2005.

 

            In connection with such assignment, the Seller shall, with respect

to each Mortgage Loan, deliver, or cause to be delivered, to the Custodian, on

or before the Closing Date the following documents or instruments with respect

to each Mortgage Loan.

 

            (i) The original Mortgage Note either (A) endorsed in blank or (B)

      endorsed as provided in Section 2.01(d), with all prior and intervening

      endorsements as may be necessary to show a complete chain of endorsements

      or with respect to any Mortgage Loan as to which the original Mortgage

      Note has been permanently lost or destroyed and has not been replaced, a

      lost note affidavit with a copy of the Mortgage Note and, in the case of

      any Mortgage Loan originated in the State of New York documented by a

       NYCEMA, the NYCEMA, the new Mortgage Note, if applicable, the consolidated

      Mortgage Note and the consolidated Mortgage;

 

            (ii) A recorded original assignment of the related Mortgage from

      Wells Fargo Bank assigning the related Mortgage to the Trustee (which may

      be assigned in blank), certified by the recording office, or, if such

      assignment is in the process of being recorded, a copy of the related

      Mortgage transmitted for recordation certified by an officer of Wells

      Fargo Bank or applicable Wells Fargo Bank Correspondent to be a true and

      correct copy of such assignment submitted for recordation; provided,

      however, if recordation is not required as described below, an assignment

      in recordable form (which may be assigned in blank) with respect to the

      related Mortgage;

 

            (iii) The original of each assumption agreement, modification,

      written assurance or substitution agreement pertaining to such Mortgage

      Note, if any; and

 

            (iv) For each Mortgage Loan secured by Co-op Shares, the originals

      of the following documents or instruments:

 

                  (a)    The loan security agreement;

 

                  (b)    The stock certificate;

 

                  (c)    The stock power, executed in blank;

 

                  (d)    The executed proprietary lease;

 

                  (e)    The executed recognition agreement;

 

                  (f)    The executed UCC-1 financing statement with evidence of

                         recording thereon; and

 

                  (g)    The executed UCC-3 financing statements or other

                        appropriate UCC financing statements required by state

                        law, evidencing a complete and unbroken chain from the

                        mortgagee to the Trustee with evidence of recording

                        thereon (or in a form suitable for recordation).

 

            (b) Following a Document Transfer Event, the Seller shall, with

respect to each Mortgage Loan, deliver, or cause to be delivered, to the

Custodian, within 60 days copies (which may be in electronic form mutually

agreed upon by the Seller and the Custodian) of the following additional

documents or instruments with respect to each Mortgage Loan; provided, however,

that originals of such documents or instruments shall be delivered to the

Custodian if originals are required under the law in which the related Mortgaged

Property is located in order to exercise all remedies available to the Trust

under applicable law following default by the related Mortgagor:

 

            (i) The original recorded Mortgage with evidence of recordation

      noted thereon or attached thereto, together with any addenda or riders

      thereto, or a copy of such recorded Mortgage with such evidence of

      recordation certified to be true and correct by the appropriate

      governmental recording office; or a copy of such recorded Mortgage with

      such evidence of recordation, or if the original Mortgage has been

       submitted for recordation but has not been returned from the applicable

      public recording office, a copy of the Mortgage certified by an officer of

      Wells Fargo Bank or the applicable Wells Fargo Bank Correspondent to be a

      true and correct copy of the original Mortgage submitted for recordation;

 

            (ii) The original of each assumption agreement, modification,

      written assurance or substitution agreement pertaining to such Mortgage,

      if any, or, if such document is in the process of being recorded, a copy

      of such document, certified by an officer of Wells Fargo Bank or the

      applicable Wells Fargo Bank Correspondent of such Mortgage Loan or by the

      applicable title insurance company, closing agent, settlement agent,

      escrow agent or closing attorney to be a true and correct copy of such

      document transmitted for recordation, if any;

 

            (iii) For each MERS Mortgage Loan that is not a MOM Mortgage Loan,

      the original assignment showing MERS as the assignee of the Mortgage, with

      evidence of recording thereon or copies thereof certified by an officer of

      Wells Fargo Bank or the applicable Wells Fargo Bank Correspondent to have

      been submitted for recordation;

 

             (iv) Each original recorded intervening assignment of the Mortgage

      as may be necessary to show a complete chain of title from the Mortgage

      Loan originator to Wells Fargo Bank or Wells Fargo Home Mortgage, Inc.,

      with evidence of recordation noted thereon or attached thereto, or a copy

      of such assignment with such evidence of recordation to be true and

      correct by the appropriate governmental recording office, or, if any such

      assignment has been submitted for recordation but has not been returned

      from the applicable public recording office or is not otherwise available,

      a copy of such assignment certified by an officer of Wells Fargo Bank or

      the applicable Wells Fargo Bank Correspondent to be a true and correct

      copy of the recorded assignment submitted for recordation; and

 

            (v) The original policy of the title insurance or certificate of

      title insurance or a written commitment to issue such a title insurance

      policy or certificate of title insurance, or a copy of such title

      insurance certified as true and correct by the applicable insurer or any

      attorney's certificate of title with an Officer's Certificate of Wells

      Fargo Bank or the applicable Wells Fargo Bank Correspondent that such

      attorney's certificate of title is customarily used in lieu of a title

      insurance policy in the jurisdiction in which the related mortgage

      property is located.

 

            (c) If any assignment of a Mortgage to the Trustee is in the process

of being recorded on the Closing Date, the Seller shall use its best efforts to

cause each such original recorded document or certified copy thereof to be

delivered to the Custodian promptly following its recordation, but in no event

later than one (1) year following the Closing Date. If any Mortgage has been

recorded in the name of MERS or its designee, no assignment of Mortgage in favor

of the Trustee will be required to be prepared or delivered and instead, the

Master Servicer shall take all actions as are necessary to cause the Trust

Estate to be shown as the owner of the related Mortgage Loan on the records of

MERS for the purpose of the system of recording transfers of beneficial

ownership of mortgages maintained by MERS. The Seller shall also cause to be

delivered to the Custodian any other original mortgage loan document included in

the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller

shall pay from its own funds, without any right of reimbursement therefor, the

amount of any costs, liabilities and expenses incurred by the Trust Estate by

reason of the failure of the Seller to cause to be delivered to the Custodian

within one (1) year following the Closing Date any assignment of a Mortgage

(except with respect to any Mortgage recorded in the name of MERS) not delivered

to the Custodian on the Closing Date.

 

            In lieu of recording an assignment of any Mortgage the Seller may,

deliver or cause to be delivered to the Custodian the assignment of the Mortgage

Loan to the Trustee in a form suitable for recordation, if (i) with respect to a

particular state the Trustee has received an Opinion of Counsel acceptable to it

that such recording is not required to make the assignment effective against the

parties to the Mortgage or subsequent purchasers or encumbrances of the

Mortgaged Property or (ii) the Seller has been advised by each Rating Agency

that non-recordation in a state will not result in a reduction of the rating

assigned by that Rating Agency at the time of initial issuance of the

Certificates. Set forth on Exhibit K attached hereto is a list of all states

where recordation is required by either Rating Agency to obtain the initial

ratings of the Certificates. The Custodian may rely and shall be protected in

relying upon the information contained in such Exhibit K. In the event that the

Custodian receives notice that recording is required to protect the right, title

and interest of the Trustee in and to any such Mortgage Loan for which

recordation of an assignment has not previously been required, the Custodian

shall promptly notify the Trustee and the Custodian shall within five Business

Days (or such other reasonable period of time mutually agreed upon by the

Custodian and the Trustee) of its receipt of such notice deliver each previously

unrecorded assignment to the related Servicer for recordation.

 

            (d) Except for Mortgage Notes endorsed in blank, endorsements shall

comply with the following format:

 

                                WITHOUT RECOURSE

                              PAY TO THE ORDER OF:

 

                     WACHOVIA BANK, NATIONAL ASSOCIATION, AS

                     TRUSTEE under the pooling and servicing

                          agreement dated as of [date].

                          and its successors and assigns,

 

          [Wells Fargo Bank, N.A.] or [Wells Fargo Home Mortgage, Inc.]

                             [Signature of Officer]

                           [Officer's Name and Title]

 

            Except where assignments in blank are authorized or in the case of

any Mortgage registered in the name of MERS, assignments of any Mortgage shall

comply with the following:

 

                     WACHOVIA BANK, NATIONAL ASSOCIATION, AS

                                     TRUSTEE

                         and its successors and assigns

 

            Section 2.02 Acceptance by Custodian.

 

            Subject to the provisions of the following paragraph, pursuant to

the Custodial Agreement, the Custodian, on behalf of the Trustee, will declare

that it holds and will hold the documents delivered to it pursuant to Section

2.01(a) above and the other documents constituting a part of the Owner Mortgage

Loan Files or Retained Mortgage Loan Files (after the occurrence of a Document

Transfer Event) delivered to it in trust, upon the trusts herein set forth, for

the use and benefit of all present and future Certificateholders. Upon execution

of this Agreement, the Custodian will deliver to the Seller and the Trustee an

initial certification in the form of Exhibit N hereto, to the effect that,

except as may be specified in a list of exceptions attached thereto, it has

received the original Mortgage Notes relating to each Mortgage Loan on the

Mortgage Loan Schedule.

 

            The Custodian will review each Owner Mortgage Loan File within 45

days after execution of this Agreement. The Custodian will deliver no later than

30 days after completion of such review to the Seller and the Trustee a final

certification in the form of Exhibit O hereto to the effect that, except as may

be specified in a list of exceptions attached thereto, all required documents

set forth in Section 2.01(a) have been executed and received and appear regular

on their face, and that such documents relate to the Mortgage Loans identified

in the Mortgage Loan Schedule based on a comparison of the Mortgage Loan

identifying number, Mortgagor name and street address, and in so doing the

Custodian may rely on the purported due execution and genuineness of any such

document and on the purported genuineness of any signature thereon.

 

            If within such 45 day period the Custodian finds any document

constituting a part of an Owner Mortgage Loan File not to have been executed or

received or to be unrelated to the Mortgage Loans identified in the Mortgage

Loan Schedule or not to appear regular on its face, the Custodian shall promptly

(and in no event more than 30 days after completion of the review) notify the

Trustee and the Trustee shall notify the Seller. The Seller shall have a period

of 60 days after the date of such notice within which to correct or cure any

such defect. The Seller hereby covenants and agrees that, if any material defect

is not so corrected or cured, the Seller will, not later than 60 days after the

Trustee's notice to it referred to above respecting such defect, either (i)

repurchase the related Mortgage Loan or any property acquired in respect thereof

from the Trust Estate at a price equal to (a) 100% of the unpaid principal

balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest

Rate less any Fixed Retained Yield, through the last day of the month in which

such repurchase takes place or (ii) if within two years of the Startup Day, or

such other period permitted by the REMIC Provisions, substitute for any Mortgage

Loan to which such material defect relates, a new mortgage loan (a "Substitute

Mortgage Loan") having such characteristics so that the representations and

warranties of the Seller set forth in Section 2.03(b) hereof (other than Section

2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan

originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan

have an unpaid principal balance, as of the date of substitution, greater than

the Scheduled Principal Balance (reduced by the scheduled payment of principal

due on the Due Date in the month of substitution) of the Mortgage Loan for which

it is substituted. In addition, such Substitute Mortgage Loan shall have a

Loan-to-Value Ratio less than or equal to and a Net Mortgage Interest Rate equal

to that of the Mortgage Loan for which it is substituted.

 

            In the case of a repurchased Mortgage Loan or property, the purchase

price shall be deposited by the Seller in the Certificate Account maintained by

the Master Servicer pursuant to Section 3.01. In the case of a Substitute

Mortgage Loan, the Owner Mortgage Loan File (and Retained Mortgage Loan File, if

required pursuant to Section 2.01(b) hereof) relating thereto shall be delivered

to the Custodian and the Substitution Principal Amount, together with (i)

interest on such Substitution Principal Amount at the applicable Net Mortgage

Interest Rate to the following Due Date of such Mortgage Loan which is being

substituted for and (ii) an amount equal to the aggregate amount of unreimbursed

Periodic Advances in respect of interest previously made by the Servicer, the

Master Servicer or the Trustee with respect to such Mortgage Loan, shall be

deposited in the Certificate Account. The Monthly Payment on the Substitute

Mortgage Loan for the Due Date in the month of substitution shall not be part of

the Trust Estate. Upon receipt by the Custodian of a Request for Release signed

by an officer of the Seller, the Custodian shall release to the Seller the

related Owner Mortgage Loan File (and Retained Mortgage Loan File, if

applicable). The Trustee shall execute and deliver such instrument of transfer

or assignment (or, in the case of a Mortgage Loan registered in the name of MERS

or its designee, the Master Servicer shall cause the applicable Servicer to take

all necessary action to reflect such assignment on the records of MERS), in each

case without recourse, as shall be necessary to vest in the Seller legal and

beneficial ownership of such substituted or repurchased Mortgage Loan or

property. It is understood and agreed that the obligation of the Seller to

substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property

as to which such a material defect in a constituent document exists shall

constitute the sole remedy respecting such defect available to the

Certificateholders or the Trustee on behalf of the Certificateholders. The

failure of the Custodian to give the final certification or the Trustee to give

any notice within the required time periods shall not affect or relieve the

Seller's obligation to repurchase any Mortgage Loan pursuant to this Section

2.02.

 

            Section 2.03 Representations and Warranties of the Master Servicer

and the Seller.

 

            (a) The Master Servicer hereby represents and warrants to the

Trustee for the benefit of the Certificateholders that, as of the date of

execution of this Agreement:

 

            (i) The Master Servicer is a national banking association duly

      chartered and validly existing in good standing under the laws of the

      United States;

 

            (ii) The execution and delivery of this Agreement by the Master

      Servicer and its performance and compliance with the terms of this

      Agreement will not violate the Master Servicer's corporate charter or

      by-laws or constitute a default (or an event which, with notice or lapse

      of time, or both, would constitute a default) under, or result in the

      breach of, any material contract, agreement or other instrument to which

      the Master Servicer is a party or which may be applicable to the Master

      Servicer or any of its assets;

 

            (iii) This Agreement, assuming due authorization, execution and

      delivery by the Trustee and the Seller, constitutes a valid, legal and

      binding obligation of the Master Servicer, enforceable against it in

      accordance with the terms hereof subject to applicable bankruptcy,

      insolvency, reorganization, moratorium and other laws affecting the

       enforcement of creditors' rights generally and to general principles of

      equity, regardless of whether such enforcement is considered in a

      proceeding in equity or at law;

 

            (iv) The Master Servicer is not in default with respect to any order

      or decree of any court or any order, regulation or demand of any federal,

      state, municipal or governmental agency, which default might have

      consequences that would materially and adversely affect the condition

      (financial or other) or operations of the Master Servicer or its

      properties or might have consequences that would affect its performance

      hereunder; and

 

            (v) No litigation is pending or, to the best of the Master

      Servicer's knowledge, threatened against the Master Servicer which would

      prohibit its entering into this Agreement or performing its obligations

      under this Agreement.

 

            It is understood and agreed that the representations and warranties

set forth in this Section 2.03(a) shall survive delivery of the respective Owner

Mortgage Loan Files to the Trustee or the Custodian.

 

            (b) The Seller hereby represents and warrants to the Trustee for the

benefit of Certificateholders that, as of the date of execution of this

Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the

case may be:

 

            (i) The information set forth in the Mortgage Loan Schedule was true

      and correct in all material respects at the date or dates respecting which

      such information is furnished as specified in the Mortgage Loan Schedule;

 

            (ii) Immediately prior to the transfer and assignment contemplated

      herein, the Seller was the sole owner and holder of the Mortgage Loan free

      and clear of any and all liens, pledges, charges or security interests of

      any nature and has full right and authority to sell and assign the same;

 

            (iii) The Mortgage is a valid, subsisting and enforceable first lien

      on the property therein described, and the Mortgaged Property is free and

      clear of all encumbrances and liens having priority over the first lien of

      the Mortgage except for liens for real estate taxes and special

      assessments not yet due and payable and liens or interests arising under

      or as a result of any federal, state or local law, regulation or ordinance

      relating to hazardous wastes or hazardous substances, and, if the related

      Mortgaged Property is a condominium unit, any lien for common charges

      permitted by statute or homeowners association fees; and if the Mortgaged

      Property consists of shares of a cooperative housing corporation, any lien

      for amounts due to the cooperative housing corporation for unpaid

      assessments or charges or any lien of any assignment of rents or

      maintenance expenses secured by the real property owned by the cooperative

      housing corporation; and any security agreement, chattel mortgage or

      equivalent document related to, and delivered to the Trustee or to the

      Custodian with, any Mortgage establishes in the Seller a valid and

      subsisting first lien on the property described therein and the Seller has

      full right to sell and assign the same to the Trustee;

 

             (iv) Neither the Seller nor any prior holder of the Mortgage or the

      related Mortgage Note has modified the Mortgage or the related Mortgage

      Note in any material respect, satisfied, canceled or subordinated the

      Mortgage in whole or in part, released the Mortgaged Property in whole or

      in part from the lien of the Mortgage, or executed any instrument of

      release, cancellation, modification or satisfaction, except in each case

      as is reflected in an agreement delivered to the Trustee or the Custodian

      pursuant to Section 2.01(a);

 

            (v) All taxes, governmental assessments, insurance premiums, and

      water, sewer and municipal charges, which previously became due and owing

      have been paid, or an escrow of funds has been established, to the extent

      permitted by law, in an amount sufficient to pay for every such item which

      remains unpaid; and the Seller has not advanced funds, or received any

      advance of funds by a party other than the Mortgagor, directly or

      indirectly (except pursuant to any Subsidy Loan arrangement) for the

      payment of any amount required by the Mortgage, except for interest

      accruing from the date of the Mortgage Note or date of disbursement of the

       Mortgage Loan proceeds, whichever is later, to the day which precedes by

      thirty days the first Due Date under the related Mortgage Note;

 

            (vi) The Mortgaged Property is undamaged by water, fire, earthquake,

      earth movement other than earthquake, windstorm, flood, tornado or similar

      casualty (excluding casualty from the presence of hazardous wastes or

      hazardous substances, as to which the Seller makes no representations), so

      as to affect adversely the value of the Mortgaged Property as security for

      the Mortgage Loan or the use for which the premises were intended and to

      the best of the Seller's knowledge, there is no proceeding pending or

      threatened for the total or partial condemnation of the Mortgaged

      Property;

 

            (vii) The Mortgaged Property is free and clear of all mechanics' and

      materialmen's liens or liens in the nature thereof; provided, however,

      that this warranty shall be deemed not to have been made at the time of

      the initial issuance of the Certificates if a title policy affording, in

      substance, the same protection afforded by this warranty is furnished to

      the Trustee by the Seller;

 

            (viii) Except for Mortgage Loans secured by Co-op Shares and

      Mortgage Loans secured by residential long-term leases, the Mortgaged

      Property consists of a fee simple estate in real property; all of the

      improvements which are included for the purpose of determining the

      appraised value of the Mortgaged Property lie wholly within the boundaries

      and building restriction lines of such property and no improvements on

      adjoining properties encroach upon the Mortgaged Property (unless insured

      against under the related title insurance policy); and to the best of the

      Seller's knowledge, the Mortgaged Property and all improvements thereon

      comply with all requirements of any applicable zoning and subdivision laws

      and ordinances;

 

            (ix) The Mortgage Loan meets, or is exempt from, applicable state or

      federal laws, regulations and other requirements, pertaining to usury, and

      the Mortgage Loan is not usurious;

 

            (x) To the best of the Seller's knowledge, all inspections, licenses

      and certificates required to be made or issued with respect to all

      occupied portions of the Mortgaged Property and, with respect to the use

      and occupancy of the same, including, but not limited to, certificates of

      occupancy and fire underwriting certificates, have been made or obtained

      from the appropriate authorities;

 

            (xi) All payments required to be made up to the Due Date immediately

      preceding the Cut-Off Date for such Mortgage Loan under the terms of the

      related Mortgage Note have been made and no Mortgage Loan had more than

      one delinquency in the 12 months preceding the Cut-Off Date;

 

            (xii) The Mortgage Note, the related Mortgage and other agreements

      executed in connection therewith are genuine, and each is the legal, valid

      and binding obligation of the maker thereof, enforceable in accordance

      with its terms, except as such enforcement may be limited by bankruptcy,

      insolvency, reorganization or other similar laws affecting the enforcement

      of creditors' rights generally and by general equity principles

      (regardless of whether such enforcement is considered in a proceeding in

      equity or at law); and, to the best of the Seller's knowledge, all parties

      to the Mortgage Note and the Mortgage had legal capacity to execute the

      Mortgage Note and the Mortgage and each Mortgage Note and Mortgage has

      been duly and properly executed by the Mortgagor;

 

            (xiii) Each Mortgage Loan at the time it was originated complied in

      all material respects with applicable federal, state and local laws

      including, without limitation, truth-in-lending, real estate settlement

      procedures, consumer credit protection, equal credit opportunity,

      predatory and abusive lending laws and disclosure laws;

 

            (xiv) The proceeds of the Mortgage Loans have been fully disbursed,

      there is no requirement for future advances thereunder and any and all

      requirements as to completion of any on-site or off-site improvements and

      as to disbursements of any escrow funds therefor have been complied with

      (except for escrow funds for exterior items which could not be completed

      due to weather and escrow funds for the completion of swimming pools); and

      all costs, fees and expenses incurred in making, closing or recording the

      Mortgage Loan have been paid, except recording fees with respect to

      Mortgages not recorded as of the Closing Date;

 

            (xv) The Mortgage Loan (except any Mortgage Loan secured by a

      Mortgaged Property located in any jurisdiction, as to which an opinion of

      counsel of the type customarily rendered in such jurisdiction in lieu of

      title insurance is instead received) is covered by an American Land Title

      Association mortgagee title insurance policy or other generally acceptable

      form of policy or insurance acceptable to Fannie Mae or Freddie Mac,

      issued by a title insurer acceptable to Fannie Mae or Freddie Mac insuring

      the originator, its successors and assigns, as to the first priority lien

      of the Mortgage in the original principal amount of the Mortgage Loan and

      subject only to (A) the lien of current real property taxes and

      assessments not yet due and payable, (B) covenants, conditions and

      restrictions, rights of way, easements and other matters of public record

      as of the date of recording of such Mortgage acceptable to mortgage

      lending institutions in the area in which the Mortgaged Property is

      located or specifically referred to in the appraisal performed in

      connection with the origination of the related Mortgage Loan, (C) liens

      created pursuant to any federal, state or local law, regulation or

      ordinance affording liens for the costs of clean-up of hazardous

      substances or hazardous wastes or for other environmental protection

      purposes and (D) such other matters to which like properties are commonly

      subject which do not individually, or in the aggregate, materially

      interfere with the benefits of the security intended to be provided by the

      Mortgage; the Seller is the sole insured of such mortgagee title insurance

      policy, the assignment to the Trustee of the Seller's interest in such

      mortgagee title insurance policy does not require any consent of or

      notification to the insurer which has not been obtained or made, such

      mortgagee title insurance policy is in full force and effect and will be

      in full force and effect and inure to the benefit of the Trustee, no

      claims have been made under such mortgagee title insurance policy, and no

      prior holder of the related Mortgage, including the Seller, has done, by

      act or omission, anything which would impair the coverage of such

      mortgagee title insurance policy;

 

            (xvi) The Mortgaged Property securing each Mortgage Loan is insured

      by an insurer acceptable to Fannie Mae or Freddie Mac against loss by fire

      and such hazards as are covered under a standard extended coverage

      endorsement, in an amount which is not less than the lesser of 100% of the

      insurable value of the Mortgaged Property and the outstanding principal

      balance of the Mortgage Loan, but in no event less than the minimum amount

      necessary to fully compensate for any damage or loss on a replacement cost

      basis; if the Mortgaged Property is a condominium unit, it is included

      under the coverage afforded by a blanket policy for the project; if upon

      origination of the Mortgage Loan, the improvements on the Mortgaged

      Property were in an area identified in the Federal Register by the Federal

      Emergency Management Agency as having special flood hazards, a flood

      insurance policy meeting the requirements of the current guidelines of the

      Federal Insurance Administration is in effect with a generally acceptable

      insurance carrier, in an amount representing coverage not less than the

      least of (A) the outstanding principal balance of the Mortgage Loan, (B)

      the full insurable value of the Mortgaged Property and (C) the maximum

      amount of insurance which was available under the National Flood Insurance

      Act of 1968, as amended; and each Mortgage obligates the Mortgagor

      thereunder to maintain all such insurance at the Mortgagor's cost and

      expense;

 

            (xvii) To the best of the Seller's knowledge, there is no default,

      breach, violation or event of acceleration existing under the Mortgage or

      the related Mortgage Note and no event which, with the passage of time or

      with notice and the expiration of any grace or cure period, would

      constitute a default, breach, violation or event of acceleration; the

      Seller has not waived any default, breach, violation or event of

      acceleration; and no foreclosure action is currently threatened or has

      been commenced with respect to the Mortgage Loan;

 

            (xviii) No Mortgage Note or Mortgage is subject to any right of

      rescission, set-off, counterclaim or defense, including the defense of

      usury, nor will the operation of any of the terms of the Mortgage Note or

      Mortgage, or the exercise of any right thereunder, render the Mortgage

      Note or Mortgage unenforceable, in whole or in part, or subject it to any

      right of rescission, set-off, counterclaim or defense, including the

      defense of usury, and no such right of rescission, set-off, counterclaim

      or defense has been asserted with respect thereto;

 

            (xix) Each Mortgage Note is payable in monthly payments, resulting

      in complete amortization of the Mortgage Loan over a term of not more than

      360 months;

 

            (xx) Each Mortgage contains customary and enforceable provisions

      such as to render the rights and remedies of the holder thereof adequate

      for the realization against the Mortgaged Property of the benefits of the

      security, including realization by judicial foreclosure (subject to any

      limitation arising from any bankruptcy, insolvency or other law for the

      relief of debtors), and there is no homestead or other exemption available

      to the Mortgagor which would interfere with such right of foreclosure;

 

            (xxi) To the best of the Seller's knowledge, no Mortgagor is a

      debtor in any state or federal bankruptcy or insolvency proceeding;

 

            (xxii) Each Mortgaged Property is located in the United States and

       consists of a one- to four-unit residential property, which may include a

      detached home, townhouse, condominium unit or a unit in a planned unit

      development or, in the case of Mortgage Loans secured by Co-op Shares,

      leases or occupancy agreements;

 

            (xxiii) The Mortgage Loan is a "qualified mortgage" within the

      meaning of Section 860G(a)(3) of the Code;

 

            (xxiv) With respect to each Mortgage where a lost note affidavit has

      been delivered to the Trustee in place of the related Mortgage Note, the

      related Mortgage Note is no longer in existence;

 

            (xxv) In the event that the Mortgagor is an inter vivos "living"

      trust, (i) such trust is in compliance with Fannie Mae or Freddie Mac

       standards for inter vivos trusts and (ii) holding title to the Mortgaged

      Property in such trust will not diminish any rights as a creditor

      including the right to full title to the Mortgaged Property in the event

      foreclosure proceedings are initiated;

 

            (xxvi) If the Mortgage Loan is secured by a long-term residential

      lease, (1) the lessor under the lease holds a fee simple interest in the

      land; (2) the terms of such lease expressly permit the mortgaging of the

       leasehold estate, the assignment of the lease without the lessor's consent

      and the acquisition by the holder of the Mortgage of the rights of the

      lessee upon foreclosure or assignment in lieu of foreclosure or provide

      the holder of the Mortgage with substantially similar protections; (3) the

      terms of such lease do not (a) allow the termination thereof upon the

      lessee's default without the holder of the Mortgage being entitled to

      receive written notice of, and opportunity to cure, such default, (b)

      allow the termination of the lease in the event of damage or destruction

      as long as the Mortgage is in existence, (c) prohibit the holder of the

      Mortgage from being insured (or receiving proceeds of insurance) under the

      hazard insurance policy or policies relating to the Mortgaged Property or

      (d) permit any increase in rent other than pre-established increases set

      forth in the lease; (4) the original term of such lease is not less than

      15 years; (5) the term of such lease does not terminate earlier than five

      years after the maturity date of the Mortgage Note; and (6) the Mortgaged

      Property is located in a jurisdiction in which the use of leasehold

      estates in transferring ownership in residential properties is a widely

      accepted practice;

 

            (xxvii) No Mortgage Loan is a "high cost" loan as defined under any

      federal, state or local law applicable to such Mortgage Loan at the time

      of its origination; and

 

            (xxviii) No Mortgage Loan is serviced by the Trustee or an affiliate

      of the Trustee.

 

            Notwithstanding the foregoing, no representations or warranties are

made by the Seller as to the environmental condition of any Mortgaged Property;

the absence, presence or effect of hazardous wastes or hazardous substances on

any Mortgaged Property; any casualty resulting from the presence or effect of

hazardous wastes or hazardous substances on, near or emanating from any

Mortgaged Property; the impact on Certificateholders of any environmental

condition or presence of any hazardous substance on or near any Mortgaged

Property; or the compliance of any Mortgaged Property with any environmental

laws, nor is any agent, person or entity otherwise affiliated with the Seller

authorized or able to make any such representation, warranty or assumption of

liability relative to any Mortgaged Property. In addition, no representations or

warranties are made by the Seller with respect to the absence or effect of fraud

in the origination of any Mortgage Loan.

 

            It is understood and agreed that the representations and warranties

set forth in this Section 2.03(b) shall survive delivery of the respective Owner

Mortgage Loan Files (and Retained Mortgage Loan Files, if applicable) to the

Custodian and shall inure to the benefit of the Trustee notwithstanding any

restrictive or qualified endorsement or assignment.

 

            (c) Upon discovery by either the Seller, the Master Servicer, the

Trustee or the Custodian that any of the representations and warranties made in

subsection (b) above is not accurate (referred to herein as a "breach") and,

except for a breach of the representation and warranty set forth in subsection

(b)(i), where such breach is a result of the Cut-Off Date Principal Balance of a

Mortgage Loan being greater, by $5,000 or greater, than the Cut-Off Date

Principal Balance of such Mortgage Loan indicated on the Mortgage Loan Schedule,

that such breach materially and adversely affects the interests of the

Certificateholders in the related Mortgage Loan, the party discovering such

breach shall give prompt written notice to the other parties (any Custodian

being so obligated under a Custodial Agreement). Within 60 days of the earlier

of its discovery or its receipt of notice of any such breach, the Seller shall

cure such breach in all material respects or shall either (i) repurchase the

Mortgage Loan or any property acquired in respect thereof from the Trust Estate

at a price equal to (A) 100% of the unpaid principal balance of such Mortgage

Loan plus (B) accrued interest at the Net Mortgage Interest Rate for such

Mortgage Loan through the last day of the month in which such repurchase took

place or (ii) if within two years of the Startup Day, or such other period

permitted by the REMIC Provisions, substitute for such Mortgage Loan in the

manner described in Section 2.02. In addition to the foregoing, if a breach of

the representation set forth in clause (b)(xiii) of this Section 2.03 occurs as

a result of a violation of an applicable predatory or abusive lending law, the

Seller shall reimburse the Trust for all costs and damages including, but not

limited to, reasonable attorneys' fees and costs, incurred by the Trust as a

result of the violation of such law (such amount, the "Reimbursement Amount").

The purchase price of any repurchase described in this paragraph, the

Substitution Principal Amount, if any, plus accrued interest thereon and the

other amounts referred to in Section 2.02, and any Reimbursement Amount shall be

deposited in the Certificate Account. It is understood and agreed, except with

respect to the second preceding sentence, that the obligation of the Seller to

repurchase or substitute for any Mortgage Loan or property as to which such a

breach has occurred and is continuing shall constitute the sole remedy

respecting such breach available to Certificateholders or the Trustee on behalf

of Certificateholders, and such obligation shall survive until termination of

the Trust Estate hereunder.

 

            Section 2.04 Execution and Delivery of Certificates.

 

            The Trustee acknowledges (i) the assignment to it of the Mortgage

Loans and (ii) the issuance of and hereby declares that it holds the

Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC and

Certificateholders. The Trustee acknowledges the delivery of the Owner Mortgage

Loan Files to the Custodian, on behalf of the Trustee, and, concurrently with

such delivery, has executed and delivered to or upon the order of the Seller, in

exchange for the Mortgage Loans and Uncertificated Lower-Tier Interests,

together with all other assets included in the definition of "Trust Estate,"

receipt of which is hereby acknowledged, Certificates in authorized

denominations which, together with the Uncertificated Lower-Tier Interests,

evidence ownership of the entire Trust Estate.

 

            Section 2.05 Designation of Certificates; Designation of Startup Day

and Latest Possible Maturity Date.

 

            The Seller hereby designates the Classes of Class A Certificates

(other than the Class A-R and Class A-LR Certificates) and the Classes of Class

B Certificates as classes of "regular interests" and the Class A-R Certificate

as the single class of "residual interest" in the Upper-Tier REMIC for the

purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Seller

hereby further designates the Class A-L1 Interest, Class A-L2 Interest, Class

A-L4 Interest, Class A-L5 Interest, Class A-L6 Interest, Class A-L10 Interest,

Class A-LPO Interest, Class A-LUR Interest, Class B-L1 Interest, Class B-L2

Interest, Class B-L3 Interest, Class B-L4 Interest, Class B-L5 Interest and

Class B-L6 Interest as classes of "regular interests" and the Class A-LR

Certificate as the single class of "residual interest" in the Lower-Tier REMIC

for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The

Closing Date is hereby designated as the "Startup Day" of each of the Upper-Tier

REMIC and the Lower-Tier REMIC within the meaning of Code Section 860G(a)(9).

The "latest possible maturity date" of the regular interests in the Upper-Tier

REMIC and the Lower-Tier REMIC is August 25, 2035 for purposes of Code Section

860G(a)(1).

 

            Section 2.06 Optional Substitution of Mortgage Loans.

 

            During the three-month period beginning on the Startup Date, the

Seller shall have the right, but not the obligation, in its sole discretion for

any reason, to substitute for any Mortgage Loan a Substitute Mortgage Loan

meeting the requirements of Section 2.02. Any such substitution shall be carried

out in the manner described in Section 2.02. The Substitution Principal Amount,

if any, plus accrued interest thereon and the other amounts referred to in

Section 2.02, shall be deposited in the Certificate Account.

 

<PAGE>

 

                                  ARTICLE III

 

                  ADMINISTRATION OF THE TRUST ESTATE; SERVICING

                              OF THE MORTGAGE LOANS

 

            Section 3.01 Certificate Account.

 

            (a) The Master Servicer shall establish and maintain a Certificate

Account for the deposit of funds received by the Master Servicer with respect to

the Mortgage Loans serviced by each Servicer pursuant to each of the Servicing

Agreements. Such account shall be maintained as an Eligible Account. The Master

Servicer shall give notice to each Servicer and the Seller of the location of

the Certificate Account and of any change in the location thereof.

 

            (b) The Master Servicer shall deposit into the Certificate Account

on the day of receipt thereof all amounts received by it from any Servicer

pursuant to any of the Servicing Agreements and shall, in addition, deposit into

the Certificate Account the following amounts, in the case of amounts specified

in clause (i), not later than the Business Day preceding the Distribution Date

on which such amounts are required to be distributed to Certificateholders and,

in the case of the amounts specified in clause (ii), not later than the Business

Day next following the day of receipt and posting by the Master Servicer:

 

            (i) Periodic Advances pursuant to Section 3.03(a) made by the Master

      Servicer or the Trustee, if any and any amounts deemed received by the

      Master Servicer pursuant to Section 3.01(d); and

 

            (ii) in the case of any Mortgage Loan that is repurchased by the

      Seller pursuant to Section 2.02, 2.03, 3.08 or 9.01 or that is auctioned

      by the Master Servicer pursuant to Section 3.08, the purchase price

      therefor or, where applicable, any Substitution Principal Amount and any

      amounts received in respect of the interest portion of unreimbursed

      Periodic Advances.

 

            (c) The Master Servicer shall cause the funds in the Certificate

Account to be invested in Eligible Investments. No such Eligible Investments

will be sold or disposed of at a gain prior to maturity unless the Master

Servicer has received an Opinion of Counsel or other evidence satisfactory to it

that such sale or disposition will not cause the Trust Estate to be subject to

Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause

either of the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a

REMIC while any Certificates are outstanding. Any amounts deposited in the

Certificate Account prior to the Distribution Date shall be invested for the

account of the Master Servicer and any investment income thereon shall be

additional compensation to the Master Servicer for services rendered under this

Agreement. The amount of any losses incurred in respect of any such investments

shall be deposited in the Certificate Account by the Master Servicer out of its

own funds immediately as realized, without any right of reimbursement therefor

from the Trust Estate.

 

            (d) For purposes of this Agreement, the Master Servicer will be

deemed to have received from a Servicer on the applicable Remittance Date for

such funds all amounts deposited by such Servicer into the Custodial P&I Account

maintained in accordance with the applicable Servicing Agreement, if such

Custodial P&I Account is not an Eligible Account as defined in this Agreement,

to the extent such amounts are not actually received by the Master Servicer on

such Remittance Date as a result of the bankruptcy, insolvency, receivership or

other financial distress of the depository institution in which such Custodial

P&I Account is being held. To the extent that amounts so deemed to have been

received by the Master Servicer are subsequently remitted to the Master

Servicer, the Master Servicer shall be entitled to retain such amounts.

 

            Section 3.02 Permitted Withdrawals from the Certificate Account.

 

            (a) The Master Servicer may, from time to time, make withdrawals

from the Certificate Account for the following purposes (limited, in the case of

Servicer reimbursements, to cases where funds in the respective Custodial P&I

Account are not sufficient therefor):

 

            (i) to reimburse the Master Servicer, the Trustee or any Servicer

      for Periodic Advances made by the Master Servicer or the Trustee pursuant

      to Section 3.03(a) or any Servicer pursuant to any Servicing Agreement

      with respect to previous Distribution Dates, such right to reimbursement

      pursuant to this subclause (i) being limited to amounts received on or in

      respect of particular Mortgage Loans (including, for this purpose,

      Liquidation Proceeds, REO Proceeds and proceeds from the purchase, sale,

      repurchase or substitution of Mortgage Loans pursuant to Section 2.02,

      2.03, 2.06, 3.08 or 9.01) respecting which any such Periodic Advance was

      made;

 

            (ii) to reimburse any Servicer, the Master Servicer or the Trustee

      for any Periodic Advances determined in good faith to have become

      Nonrecoverable Advances; provided, however, that any portion of

      Nonrecoverable Advances representing Fixed Retained Yield shall be

      reimbursable only from amounts constituting Fixed Retained Yield and not

      from assets of the Trust Estate;

 

            (iii) to reimburse the Master Servicer or any Servicer from

      Liquidation Proceeds for Liquidation Expenses and for amounts expended by

      the Master Servicer or any Servicer pursuant hereto or to any Servicing

      Agreement, respectively, in good faith in connection with the restoration

      of damaged property or for foreclosure expenses;

 

            (iv) from any Mortgagor payment on account of interest or other

      recovery (including Net REO Proceeds) with respect to a particular

      Mortgage Loan, to pay the Master Servicing Fee with respect to such

      Mortgage Loan to the Master Servicer;

 

            (v) to reimburse the Master Servicer, any Servicer or the Trustee

       (or, in certain cases, the Seller) for expenses incurred by it (including

      taxes paid on behalf of the Trust Estate) and recoverable by or

      reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the

      second sentence of Section 8.13(a) or pursuant to such Servicer's

      Servicing Agreement, provided such expenses are "unanticipated" within the

      meaning of the REMIC Provisions;

 

            (vi) to pay to the Seller or other purchaser with respect to each

      Mortgage Loan or property acquired in respect thereof that has been

      repurchased or replaced pursuant to Section 2.02, 2.03, 2.06, 3.08 or 9.01

      or auctioned pursuant to Section 3.08, all amounts received thereon and

      not required to be distributed as of the date on which the related

      repurchase or purchase price or Scheduled Principal Balance was

      determined;

 

            (vii) to remit funds to the Paying Agent in the amounts and in the

      manner provided for herein;

 

            (viii) to pay to the Master Servicer any interest earned on or

      investment income with respect to funds in the Certificate Account;

 

            (ix) to pay to the Master Servicer or any Servicer out of

      Liquidation Proceeds allocable to interest the amount of any unpaid Master

      Servicing Fee or Servicing Fee (as adjusted pursuant to the related

      Servicing Agreement) and any unpaid assumption fees, late payment charges

      or other Mortgagor charges on the related Mortgage Loan;

 

            (x) to pay to the Master Servicer as additional master servicing

      compensation any Liquidation Profits which a Servicer is not entitled to

      pursuant to the applicable Servicing Agreement;

 

            (xi) to withdraw from the Certificate Account any amount deposited

      in the Certificate Account that was not required to be deposited therein;

 

            (xii) to clear and terminate the Certificate Account pursuant to

      Section 9.01; and

 

            (xiii) to pay to Wells Fargo Bank from any Mortgagor payment on

      account of interest or other recovery (including Net REO Proceeds) with

      respect to a particular Mortgage Loan, the Fixed Retained Yield, if any,

      with respect to such Mortgage Loan; provided, however, that with respect

      to any payment of interest received by the Master Servicer in respect of a

      Mortgage Loan (whether paid by the Mortgagor or received as Liquidation

      Proceeds, Insurance Proceeds or otherwise) which is less than the full

      amount of interest then due with respect to such Mortgage Loan, only that

      portion of such payment of interest that bears the same relationship to

      the total amount of such payment of interest as the Fixed Retained Yield

      Rate, if any, in respect of such Mortgage Loan bears to the Mortgage

      Interest Rate shall be allocated to the Fixed Retained Yield with respect

      thereto.

 

            (b) The Master Servicer shall keep and maintain separate accounting,

on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any

payment to and withdrawal from the Certificate Account.

 

            Section 3.03 Advances by Master Servicer and Trustee.

 

            (a) In the event an Other Servicer fails to make any required

Periodic Advances of principal and interest on a Mortgage Loan as required by

the related Other Servicing Agreement prior to the Business Day preceding the

Distribution Date occurring in the month during which such Periodic Advance is

due, the Master Servicer shall make Periodic Advances to the extent provided

hereby. In the event Wells Fargo Bank in its capacity as Servicer fails to make

any required Periodic Advances of principal and interest on a Mortgage Loan as

required by the Wells Fargo Bank Servicing Agreement prior to the Business Day

preceding the Distribution Date occurring in the month during which such

Periodic Advance is due, the Trustee shall, to the extent required by Section

8.14, make such Periodic Advance to the extent provided hereby, provided that

the Trustee has previously received the certificate of the Master Servicer

described in the following sentence. The Master Servicer shall certify to the

Trustee with respect to any such Distribution Date (i) the amount of Periodic

Advances required of Wells Fargo Bank in its capacity as Servicer or such Other

Servicer, as the case may be, (ii) the amount actually advanced by Wells Fargo

Bank in its capacity as Servicer or such Other Servicer, (iii) the amount that

the Trustee or Master Servicer is required to advance hereunder and (iv) whether

the Master Servicer has determined that it reasonably believes that such

Periodic Advance is a Nonrecoverable Advance. Amounts advanced by the Trustee or

Master Servicer shall be deposited in the Certificate Account on the Business

Day preceding the related Distribution Date. Notwithstanding the foregoing,

neither the Master Servicer nor the Trustee will be obligated to make a Periodic

Advance that it reasonably believes to be a Nonrecoverable Advance. The Trustee

may conclusively rely for any determination to be made by it hereunder upon the

determination of the Master Servicer as set forth in its certificate.

 

            (b) To the extent an Other Servicer fails to make an advance on

account of the taxes or insurance premiums with respect to a Mortgage Loan

required pursuant to the related Other Servicing Agreement, the Master Servicer

shall, if the Master Servicer has actual knowledge of such failure of the

Servicer, advance such funds and take such steps as are necessary to pay such

taxes or insurance premiums. To the extent Wells Fargo Bank in its capacity as

Servicer fails to make an advance on account of the taxes or insurance premiums

with respect to a Mortgage Loan required pursuant to the Wells Fargo Bank

Servicing Agreement, the Master Servicer shall, if the Master Servicer knows of

such failure of Wells Fargo Bank in its capacity as Servicer, certify to the

Trustee that such failure has occurred. Upon receipt of such certification, the

Trustee shall advance such funds and take such steps as are necessary to pay

such taxes or insurance premiums.

 

            (c) The Master Servicer and the Trustee shall each be entitled to be

reimbursed from the Certificate Account for any Periodic Advance made by it

under Section 3.03(a) to the extent described in Section 3.02(a)(i) and (a)(ii).

The Master Servicer and the Trustee shall be entitled to be reimbursed pursuant

to Section 3.02(a)(v) for any advance by it pursuant to Section 3.03(b). The

Master Servicer shall diligently pursue restoration of such amount to the

Certificate Account from the related Servicer. The Master Servicer shall, to the

extent it has not already done so, upon the request of the Trustee, withdraw

from the Certificate Account and remit to the Trustee any amounts to which the

Trustee is entitled as reimbursement pursuant to Section 3.02 (a)(i), (ii) and

(v).

 

            (d) Except as provided in Section 3.03(a) and (b), neither the

Master Servicer nor the Trustee shall be required to pay or advance any amount

which any Servicer was required, but failed, to deposit in the Certificate

Account.

 

            Section 3.04 Custodian to Cooperate; Release of Owner Mortgage Loan

Files and Retained Mortgage Loan Files.

 

            In connection with the deposit by a Servicer into the Certificate

Account of the proceeds from a Liquidated Loan or of a Prepayment in Full, the

Master Servicer or applicable Servicer shall confirm to the Trustee that all

amounts required to be remitted to the Certificate Account in connection with

such Mortgage Loan have been so deposited, and the Master Servicer or applicable

Servicer shall deliver two copies of such Request for Release to the Custodian.

The Custodian shall, within five Business Days of its receipt of such a Request

for Release, release the related Owner Mortgage Loan File (and Retained Mortgage

Loan File, if applicable) to the Master Servicer or such Servicer, as requested

by the Master Servicer or such Servicer. No expenses incurred in connection with

any instrument of satisfaction or deed of reconveyance shall be chargeable to

the Certificate Account.

 

            From time to time and as appropriate for the servicing or

foreclosure of any Mortgage Loan, including but not limited to, collection under

any insurance policies, or to effect a partial release of any Mortgaged Property

from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver

to the Master Servicer or Custodian two copies of a Request for Release. Upon

the Master Servicer's receipt of any such Request for Release, the Master

Servicer shall promptly forward such request in hard copy or in electronic

format acceptable to the Custodian. The Custodian shall, within five Business

Days, release the related Owner Mortgage Loan File (and Retained Mortgage Loan

File, if applicable) to the Master Servicer or such Servicer. Any such Request

for Release shall obligate the Master Servicer or such Servicer, as the case may

be, to return the Owner Mortgage Loan File (and Retained Mortgage Loan File, if

applicable) to the Custodian by the twenty-first day following the release

thereof, unless (i) the Mortgage Loan has been liquidated and the Liquidation

Proceeds relating to the Mortgage Loan have been deposited in the Certificate

Account or (ii) the Owner Mortgage Loan File, Retained Mortgage Loan File, if

applicable, or such document has been delivered to an attorney, or to a public

trustee or other public official as required by law, for purposes of initiating

or pursuing legal action or other proceedings for the foreclosure of the

Mortgaged Property either judicially or non-judicially. Upon receipt of two

copies of a Request for Release stating that such Mortgage Loan was liquidated

and that all amounts received or to be received in connection with such

liquidation which are required to be deposited into the Certificate Account have

been so deposited, or that such Mortgage Loan has become an REO Mortgage Loan,

the Custodian shall amend its records.

 

            Upon written certification of the Master Servicer or the Servicer

pursuant to clause (ii) of the preceding paragraph, the Trustee shall execute

and deliver to the Master Servicer or such Servicer, as directed by the Master

Servicer, court pleadings, requests for trustee's sale or other documents

necessary to the foreclosure or trustee's sale in respect of a Mortgaged

Property or to any legal action brought to obtain judgment against any Mortgagor

on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to

enforce any other remedies or rights provided by the Mortgage Note or Mortgage

or otherwise available at law or in equity. Each such certification shall

include a request that such pleadings or documents be executed by the Trustee

and a statement as to the reason such documents or pleadings are required and

that the execution and delivery thereof by the Trustee will not invalidate or

otherwise affect the lien of the Mortgage, except for the termination of such a

lien upon completion of the foreclosure proceeding or trustee's sale.

 

            Section 3.05 Reports to the Trustee; Annual Compliance Statements.

 

            (a) Not later than 15 days after each Distribution Date, the Master

Servicer shall deliver to the Trustee a statement setting forth the status of

the Certificate Account as of the close of business on such Distribution Date

stating that all distributions required to be made by the Master Servicer under

this Agreement have been made (or, if any required distribution has not been

made by the Master Servicer, specifying the nature and status thereof) and

showing, for the period covered by such statement, the aggregate amount of

deposits into and withdrawals from such account for each category of deposit and

withdrawal specified in Sections 3.01 and 3.02. Such statement may be in the

form of the then current Fannie Mae monthly accounting report for its Guaranteed

Mortgage Pass-Through Program with appropriate additions and changes, and shall

also include information as to the aggregate unpaid principal balance of all of

the Mortgage Loans as of the close of business as of the last day of the

calendar month immediately preceding such Distribution Date. Copies of such

statement shall be provided by the Trustee to any Certificateholder upon written

request, provided such statement is delivered, or caused to be delivered, by the

Master Servicer to the Trustee.

 

            (b) The Master Servicer shall deliver to the Trustee on or before

March 30 of each year, a certificate signed by an officer of the Master

Servicer, certifying that (i) such officer has reviewed the activities of the

Master Servicer during the preceding calendar year or portion thereof and its

performance under this agreement, (ii) to the best of such officer's knowledge,

based on such review, the Master Servicer has performed and fulfilled its

duties, responsibilities and obligations under this agreement in all material

respects throughout such year, or, if there has been a default in the

fulfillment of any such duties, responsibilities or obligations, specifying each

such default known to such officer and the nature and status thereof, and, (iii)

(A) the Master Servicer has received from each Servicer any financial

statements, officer's certificates, accountant's statements or other information

required to be provided to the Master Servicer pursuant to the related Servicing

Agreement and (B) to the best of such officer's knowledge, based on a review of

the information provided to the Master Servicer by each Servicer as described in

(iii)(A) above, each Servicer has performed and fulfilled its duties,

responsibilities and obligations under the related Servicing Agreement in all

material respects throughout such year, or, if there has been a default in the

fulfillment of any such duties, responsibilities or obligations, specifying each

such default known to such officer and the nature and status thereof. Copies of

such officers' certificate shall be provided by the Trustee to any

Certificateholder upon written request provided such certificate is delivered,

or caused to be delivered, by the Master Servicer to the Trustee.

 

            Section 3.06 Title, Management and Disposition of Any REO Mortgage

Loan.

 

            The Master Servicer shall enforce the obligations of the applicable

Servicer to administer each REO Mortgage Loan at all times so that each REO

Mortgage Loan qualifies as "foreclosure property" under the REMIC Provisions and

that it does not earn any "net income from foreclosure property" which is

subject to tax under the REMIC Provisions. In the event that a Servicer is

unable to dispose of any REO Mortgage Loan within the period mandated by each of

the Servicing Agreements, the Master Servicer shall monitor such Servicer to

verify that such REO Mortgage Loan is auctioned to the highest bidder within the

period so specified. In the event of any such sale of a REO Mortgage Loan, the

Custodian shall, at the written request of the Master Servicer and upon being

supported with appropriate forms therefor, within five Business Days of the

deposit by the Master Servicer of the proceeds of such sale or auction into the

Certificate Account, release or cause to be released to the entity identified by

the Master Servicer the related Owner Mortgage Loan File, Retained Mortgage Loan

File, if applicable, and Servicer Mortgage Loan File and shall execute and

deliver such instruments of transfer or assignment, in each case without

recourse, as shall be necessary to vest in the auction purchaser title to the

REO Mortgage Loan and the Custodian shall have no further responsibility with

regard to such Owner Mortgage Loan File, Retained Mortgage Loan File, if

applicable, or Servicer Mortgage Loan File. Neither the Trustee, the Master

Servicer nor any Servicer, acting on behalf of the Trust Estate, shall provide

financing from the Trust Estate to any purchaser of an REO Mortgage Loan.

 

            Section 3.07 Amendments to Servicing Agreements, Modification of

Standard Provisions.

 

            (a) Subject to the prior written consent of the Trustee pursuant to

Section 3.07(b), the Master Servicer from time to time may, to the extent

permitted by the applicable Servicing Agreement, make such modifications and

amendments to such Servicing Agreement as the Master Servicer deems necessary or

appropriate to confirm or carry out more fully the intent and purpose of such

Servicing Agreement and the duties, responsibilities and obligations to be

performed by the Servicer thereunder. Such modifications may only be made if

they are consistent with the REMIC Provisions, as evidenced by an Opinion of

Counsel. Prior to the issuance of any modification or amendment, the Master

Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's

Certificate setting forth (i) the provision that is to be modified or amended,

(ii) the modification or amendment that the Master Servicer desires to issue and

(iii) the reason or reasons for such proposed amendment or modification.

 

            (b) The Trustee shall consent to any amendment or supplement to a

Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a),

which consent and amendment shall not require the consent of any

Certificateholder if it is (i) for the purpose of curing any mistake or

ambiguity or to further effect or protect the rights of the Certificateholders

or (ii) for any other purpose, provided such amendment or supplement for such

other purpose cannot reasonably be expected to adversely affect

Certificateholders. The lack of reasonable expectation of an adverse effect on

Certificateholders may be established through the delivery to the Trustee of (i)

an Opinion of Counsel to such effect or (ii) written notification from each

Rating Agency to the effect that such amendment or supplement will not result in

reduction of the current rating assigned by that Rating Agency to the

Certificates. Notwithstanding the two immediately preceding sentences, the

Trustee may, in its discretion, decline to enter into or consent to any such

supplement or amendment if its own rights, duties or immunities shall be

adversely affected.

 

             (c)(i) Notwithstanding anything to the contrary in this Section

3.07, the Master Servicer from time to time may, without the consent of any

Certificateholder or the Trustee, enter into an amendment (A) to an Other

Servicing Agreement for the purpose of (i) eliminating or reducing Month End

Interest and (ii) providing for the remittance of Full Unscheduled Principal

Receipts by the applicable Servicer to the Master Servicer not later than the

24th day of each month (or if such day is not a Business Day, on the previous

Business Day) or (B) to the Wells Fargo Bank Servicing Agreement for the purpose

of changing the applicable Remittance Date to the 18th day of each month (or if

such day is not a Business Day, on the previous Business Day).

 

             (ii) The Master Servicer may direct Wells Fargo Bank in its capacity

as Servicer to enter into an amendment to the Wells Fargo Bank Servicing

Agreement for the purposes described in Section 3.07(c)(i)(B).

 

            Section 3.08 Oversight of Servicing.

 

            The Master Servicer shall supervise, monitor and oversee the

servicing of the Mortgage Loans by each Servicer and the performance by each

Servicer of all services, duties, responsibilities and obligations (including

the obligation to maintain an Errors and Omissions Policy and Fidelity Bond)

that are to be observed or performed by the Servicer under its respective

Servicing Agreement. In performing its obligations hereunder, the Master

Servicer shall act in a manner consistent with Accepted Master Servicing

Practices and in a manner consistent with the terms and provisions of any

insurance policy required to be maintained by the Master Servicer or any

Servicer pursuant to this Agreement or any Servicing Agreement. The Master

Servicer acknowledges that prior to taking certain actions required to service

the Mortgage Loans, each Servicing Agreement provides that the Servicer

thereunder must notify, consult with, obtain the consent of or otherwise follow

the instructions of the Master Servicer. The Master Servicer is also given

authority to waive compliance by a Servicer with certain provisions of its

Servicing Agreement. In each such instance, the Master Servicer shall promptly

instruct such Servicer or otherwise respond to such Servicer's request. In no

event will the Master Servicer instruct such Servicer to take any action, give

any consent to action by such Servicer or waive compliance by such Servicer with

any provision of such Servicer's Servicing Agreement if any resulting action or

failure to act would be inconsistent with the requirements of the Rating

Agencies that rated the Certificates or would otherwise have an adverse effect

on the Certificateholders. Any such action or failure to act shall be deemed to

have an adverse effect on the Certificateholders if such action or failure to

act either results in (i) the downgrading of the rating assigned by either

Rating Agency to the Certificates, (ii) the loss by the Upper-Tier REMIC or the

Lower-Tier REMIC of REMIC status for federal income tax purposes or (iii) the

imposition of any Prohibited Transaction Tax or any federal taxes on any of the

Upper-Tier REMIC, Lower-Tier REMIC or the Trust Estate. The Master Servicer

shall have full power and authority in its sole discretion to take any action

with respect to the Trust Estate as may be necessary or advisable to avoid the

circumstances specified including clause (ii) or (iii) of the preceding

sentence.

 

            For the purposes of determining whether any modification of a

Mortgage Loan shall be permitted by the Master Servicer, such modification shall

be construed as a substitution of the modified Mortgage Loan for the Mortgage

Loan originally deposited in the Trust Estate if it would be a "significant

modification" within the meaning of Section 1.860G-2(b) of the regulations of

the U.S. Department of the Treasury. No modification shall be approved unless

(i) the modified Mortgage Loan would qualify as a Substitute Mortgage Loan under

Section 2.02 and (ii) with respect to any modification that occurs more than

three months after the Closing Date and is not the result of a default or a

reasonably foreseeable default under the Mortgage Loan, there is delivered to

the Trustee an Opinion of Counsel (at the expense of the party seeking to modify

the Mortgage Loan) to the effect that such modification would not be treated as

giving rise to a new debt instrument for federal income tax purposes as

described in the preceding sentence; provided, however, that no such Opinion of

Counsel need be delivered if the sole purpose of the modification is to reduce

the Monthly Payment on a Mortgage Loan as a result of a Curtailment such that

the Mortgage Loan is fully amortized by its original maturity date.

 

            During the term of this Agreement, the Master Servicer shall consult

fully with each Servicer as may be necessary from time to time to perform and

carry out the Master Servicer's obligations hereunder and otherwise exercise

reasonable efforts to cause such Servicer to perform and observe the covenants,

obligations and conditions to be performed or observed by it under its Servicing

Agreement.

 

            The relationship of the Master Servicer to the Trustee under this

Agreement is intended by the parties to be that of an independent contractor and

not that of a joint venturer, partner or agent.

 

            The Master Servicer shall administer the Trust Estate on behalf of

the Trustee and shall have full power and authority, acting alone or (subject to

Section 6.06) through one or more subcontractors, to do any and all things in

connection with such administration which it may deem necessary or desirable.

Upon the execution and delivery of this Agreement, and from time to time as may

be required thereafter, the Trustee shall furnish the Master Servicer or its

subcontractors with any powers of attorney and such other documents as may be

necessary or appropriate to enable the Master Servicer to carry out its

administrative duties hereunder.

 

            The Seller shall have a limited option to repurchase any defaulted

Mortgage Loan or REO Mortgage Loan during the following time periods: (i)

beginning on the first day of the second month following the month in which the

Master Servicer has reported that a Servicer has initiated foreclosure

proceedings with respect to such a defaulted Mortgage Loan, with such repurchase

option expiring on the last day of such second following month; (ii) beginning

on the first day of the second month following the month in which the Master

Servicer has reported that such defaulted Mortgage Loan has become an REO

Mortgage Loan, with such repurchase option expiring on the last day of such

second following month; and (iii) beginning on the day on which a Servicer

accepts a contractual commitment by a third party to purchase the Mortgaged

Property related to the defaulted Mortgage Loan or REO Mortgage Loan, with such

repurchase option expiring on the earlier of the last day of the month in which

such contractual commitment was accepted by the Servicer or the day immediately

prior to the day on which the closing occurs with respect to such third party

purchase of the Mortgaged Property related to the defaulted Mortgage Loan or REO

Mortgage Loan. The Seller shall be entitled to repurchase at its option any

Mortgage Loan in the Trust Estate which, pursuant to paragraph 5(b) of the

Mortgage Loan Purchase Agreement, Wells Fargo Bank requests the Seller to

repurchase and to sell to Wells Fargo Bank to facilitate the exercise of Wells

Fargo Bank's rights against the originator or a prior holder of such Mortgage

Loan. The purchase price for any Mortgage Loan repurchased pursuant to this

paragraph shall be 100% of the unpaid principal balance of such Mortgage Loan

plus accrued interest thereon at the Mortgage Interest Rate for such Mortgage

Loan, through the last day of the month in which such repurchase occurs. Upon

the receipt of such purchase price, the Master Servicer shall provide to the

Trustee the certification required by Section 3.04 and the Trustee and the

Custodian, if any, shall promptly release to the Seller the Owner Mortgage Loan

File and Retained Mortgage Loan File, if applicable, relating to the Mortgage

Loan being repurchased.

 

            In the event that (i) the Master Servicer determines at any time

that, notwithstanding the representations and warranties set forth in Section

2.03(b), any Mortgage Loan is not a "qualified mortgage" within the meaning of

Section 860G of the Code and (ii) the Trustee is unable to enforce the

obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02

within two months of such determination, the Master Servicer shall cause such

Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust

Estate no later than the date 90 days after such determination. In the event of

any such sale of a Mortgage Loan, the Custodian shall, at the written request of

the Master Servicer and upon being supported with appropriate forms therefor,

within five Business Days of the deposit by the Master Servicer of the proceeds

of such auction into the Certificate Account, release or cause to be released to

the entity identified by the Master Servicer the related Owner Mortgage Loan

File, Retained Mortgage Loan File, if applicable, and Servicer Mortgage Loan

File and shall execute and deliver such instruments of transfer or assignment,

in each case without recourse, as shall be necessary to vest in the auction

purchaser title to the Mortgage Loan and the Custodian shall have no further

responsibility with regard to such Owner Mortgage Loan File, Retained Mortgage

Loan File, if applicable, or Servicer Mortgage Loan File. None of the Trustee,

the Custodian, the Master Servicer or any Servicer, acting on behalf of the

Trustee, shall provide financing from the Trust Estate to any purchaser of a

Mortgage Loan.

 

            The Master Servicer, on behalf of the Trustee, shall, pursuant to

the Servicing Agreements, object to the foreclosure upon, or other related

conversion of the ownership of, any Mortgaged Property by the related Servicer

if (i) the Master Servicer believes such Mortgaged Property may be contaminated

with or affected by hazardous wastes or hazardous substances or (ii) such

Servicer does not agree to administer such Mortgaged Property, once the related

Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result

in a federal tax being imposed upon the Trust Estate or the Upper-Tier REMIC or

the Lower-Tier REMIC.

 

            At the direction of the Seller, the Master Servicer may enter into a

special servicing agreement with an unaffiliated holder of 100% Percentage

Interest of a Class of Class B Certificates or a holder of a class of securities

representing interests in the Class B Certificates and/or other subordinated

mortgage pass-through certificates, such agreement to be substantially in the

form of Exhibit M hereto or subject to each Rating Agency's acknowledgment that

the ratings of the Certificates in effect immediately prior to the entering into

of such agreement would not be qualified, downgraded or withdrawn and the

Certificates would not be placed on credit review status (except for possible

upgrading) as a result of such agreement. Any such agreement may contain

provisions whereby such holder may instruct the Master Servicer to instruct a

Servicer to the extent provided in the applicable Servicing Agreement to

commence or delay foreclosure proceedings with respect to delinquent Mortgage

Loans and will contain provisions for the deposit of cash by the holder that

would be available for distribution to Certificateholders if Liquidation

Proceeds are less than they otherwise may have been had the Servicer acted in

accordance with its normal procedures.

 

            Section 3.09 Termination and Substitution of Servicing Agreements.

 

            Upon the occurrence of any event for which a Servicer may be

terminated pursuant to its Servicing Agreement, the Master Servicer shall

promptly deliver to the Seller and the Trustee an Officer's Certificate

certifying that an event has occurred which may justify termination of such

Servicing Agreement, describing the circumstances surrounding such event and

recommending what action should be taken by the Trustee with respect to such

Servicer. If the Master Servicer recommends that such Servicing Agreement be

terminated, the Master Servicer's certification must state that the breach is

material and not merely technical in nature. Upon written direction of the

Master Servicer, based upon such certification, the Trustee shall promptly

terminate such Servicing Agreement. The Trustee shall terminate the Wells Fargo

Bank Servicing Agreement in accordance with the provisions of Article 19

thereof. The Master Servicer shall indemnify the Trustee and hold it harmless

from and against any and all claims, liabilities, costs and expenses (including,

without limitation, reasonable attorneys' fees) arising out of, or assessed

against the Trustee in connection with termination of a Servicing Agreement at

the direction of the Master Servicer except to the extent that such claims,

liabilities, costs and expenses are incurred as a result of the bad faith,

willful misfeasance or gross negligence of the Trustee in the performance of its

obligations hereunder. To the extent that the costs and expenses (including any

amounts paid by the Master Servicer pursuant to the immediately preceding

sentence) of the Master Servicer related to any termination of a Servicer,

appointment of a successor Servicer or the transfer and assumption of servicing

by the Master Servicer with respect to any Servicing Agreement (including,

without limitation, (i) all legal costs and expenses and all due diligence costs

and expenses associated with an evaluation of the potential termination of the

Servicer as a result of an event of default by such Servicer and (ii) all costs

and expenses associated with the complete transfer of servicing, including all

servicing files and all servicing data and the completion, correction or

manipulation of such servicing data as may be required by the successor servicer

to correct any errors or insufficiencies in the servicing data or otherwise to

enable the successor servicer to service the Mortgage Loans in accordance with

the related Servicing Agreement) are not fully and timely reimbursed by the

terminated Servicer, the Master Servicer shall be entitled to reimbursement of

such costs and expenses from the Certificate Account. If the Trustee terminates

an Other Servicing Agreement, the Trustee may enter into a substitute Servicing

Agreement with the Master Servicer or, at the Master Servicer's nomination, with

another mortgage loan service company acceptable to the Trustee, the Master

Servicer and each Rating Agency under which the Master Servicer or such

substitute servicer, as the case may be, shall assume, satisfy, perform and

carry out all liabilities, duties, responsibilities and obligations that are to

be, or otherwise were to have been, satisfied, performed and carried out by such

Servicer under such terminated Servicing Agreement. If the Trustee terminates

the Wells Fargo Bank Servicing Agreement, the Trustee shall enter into a

substitute Servicing Agreement with another mortgage loan service company

acceptable to the Trustee and each Rating Agency under which such substitute

servicer shall assume, satisfy, perform and carry out all liabilities, duties,

responsibilities and obligations that are to be, or otherwise were to have been,

satisfied, performed and carried out by Wells Fargo Bank, in its capacity as

Servicer, under such terminated Servicing Agreement. It is understood and

acknowledged by the parties hereto that there will be a period of transition not

to exceed ninety (90) days before the servicing functions can be transferred to

such substitute servicer. Until such time as the Trustee enters into a

substitute servicing agreement with respect to the Mortgage Loans previously

serviced by an Other Servicer and the transition period relating to the transfer

of such servicing expires, the Master Servicer shall assume, satisfy, perform

and carry out all obligations which otherwise were to have been satisfied,

performed and carried out by an Other Servicer under its terminated Servicing

Agreement. However, in no event shall the Master Servicer be deemed to have

assumed the obligations of a Servicer to advance payments of principal and

interest on a delinquent Mortgage Loan in excess of the Master Servicer's

independent Periodic Advance obligation under Section 3.03 of this Agreement. As

compensation for the Master Servicer of any servicing obligations fulfilled or

assumed by the Master Servicer, the Master Servicer shall be entitled to any

servicing compensation to which a Servicer would have been entitled if the

Servicing Agreement with such Servicer had not been terminated.

 

            Section 3.10 Application of Net Liquidation Proceeds.

 

            For all purposes under this agreement, Net Liquidation Proceeds

received from a Servicer shall be allocated first to accrued and unpaid interest

on the related Mortgage Loan and then to the unpaid principal balance thereof.

 

             Section 3.11 Exchange Act Reports.

 

            (a) With respect to each Distribution Date, prior to the issuance of

the related Distribution Date Statement, the Master Servicer shall confirm that

it has received all distribution and/or servicing information required to be

provided to the Master Servicer by each Servicer for inclusion in such

Distribution Date Statement. In the event the Master Servicer determines that

any such information has not been provided as required or is materially

incorrect, the Master Servicer shall immediately notify the applicable Servicer

and use its reasonable best efforts to cause the Servicer to provide or correct,

as the case may be, such information promptly (but in any event in time to

permit the Master Servicer to distribute the Distribution Date Statement at the

time required in this Agreement).

 

            (b) Promptly upon receipt by the Master Servicer of (i) any

officer's certificate relating to any Servicer's annual compliance with the

terms of the applicable Servicing Agreement and (ii) any report of any

Servicer's independent public accountants relating to the Servicer's compliance

with servicing standards, as required under the applicable Servicing Agreement,

the Master Servicer shall review such officer's certificate and reports. As part

of the Form 10-K required to be filed pursuant to paragraph (c) of this Section

3.11, the Master Servicer shall include each such Servicer's annual statement of

compliance, and each such accountant's report, as well as a report of any

significant deficiencies relating to any Servicer's performance of its

obligations under the applicable Servicing Agreement.

 

            (c) The Master Servicer shall reasonably cooperate with the Seller

to enable the Trust to satisfy its reporting requirements under the Exchange

Act. The Master Servicer shall prepare on behalf of the Trust any Forms 8-K and

10-K customary for similar securities as required by the Exchange Act and the

rules and regulations promulgated thereunder, and the Master Servicer shall sign

and file (via the Securities and Exchange Commission's Electronic Data Gathering

and Retrieval System) such forms on behalf of the Trust.

 

            (d) Each Form 8-K shall be filed by the Master Servicer within 15

days after each Distribution Date, which shall include a copy of the

Distribution Date Statement to Certificateholders for such Distribution Date as

an exhibit thereto. Prior to March 30th of each year (or such earlier date as

may be required by the Exchange Act and the rules and regulations promulgated

thereunder), the Master Servicer shall file a Form 10-K, in substance as

required by applicable law or applicable Securities and Exchange Commission

staff's interpretations. Such Form 10 K shall include as exhibits (i) the annual

statement of compliance of the Master Servicer required to be delivered pursuant

to Section 3.05(b) and (ii) with respect to each Servicer, the annual statements

of compliance, the accountant's reports and any report of significant

deficiencies relating to any Servicer's performance of its obligations under the

applicable Servicing Agreement, each as described in paragraph (b) of this

Section 3.11, in each case to the extent they have been timely delivered to the

Master Servicer. Each Form 10-K shall also include a certification in the form

attached hereto as Exhibit P or in such other form as may be required by Rules

13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or

interpretations thereof by the Securities and Exchange Commission (the

"Certification"), which shall be signed by a Master Servicing Officer.

 

            (e) Unless otherwise instructed by the Seller, prior to January 30

of the first year in which the Master Servicer is able to do so under applicable

law, the Master Servicer shall file a Form 15 Suspension Notification with

respect to the Trust. At any time after the filing of a Form 15 Suspension

Notification, if the number of Certificateholders of record exceeds the number

set forth in Section 15(d) of the Exchange Act or the regulations promulgated

pursuant thereto which would cause the Trust to again become subject to the

reporting requirements of the Exchange Act, the Master Servicer shall recommence

preparing and filing reports on Form 8-K and 10-K as required pursuant to this

Section 3.11.

 

<PAGE>

                                   ARTICLE IV

 

                    DISTRIBUTIONS IN RESPECT OF CERTIFICATES;

                         PAYMENTS TO CERTIFICATEHOLDERS;

                             STATEMENTS AND REPORTS

 

             Section 4.01 Distributions.

 

            (a) (i) On each Distribution Date, the Pool Distribution Amount will

be applied in the following amounts, to the extent the Pool Distribution Amount

is sufficient therefor, in the manner and in the order of priority as follows:

 

            first, to the Classes of Class A Certificates, pro rata, based upon

their respective Interest Accrual Amounts, in an aggregate amount up to the

Class A Interest Accrual Amount with respect to such Distribution Date;

 

             second, to the Classes of Class A Certificates, pro rata, based upon

their respective Class A Unpaid Interest Shortfalls in an aggregate amount up to

the Aggregate Class A Unpaid Interest Shortfall;

 

            third, concurrently, to the Class A Certificates (other than the

Class A-PO Certificates) and the Class A-PO Certificates, pro rata, based on

their respective Class A Non-PO Optimal Principal Amount and Class A-PO Optimal

Principal Amount, (1) to the Classes of Class A Certificates (other than the

Class A-PO Certificates), in an aggregate amount up to the Class A Non-PO

Optimal Principal Amount, such distribution to be allocated among such Classes

in accordance with Section 4.01(b) or Section 4.01(c), as applicable, and (2) to

the Class A-PO Certificates in an amount up to the Class A-PO Optimal Principal

Amount;

 

            fourth, to the Class A-PO Certificates in an amount up to the Class

A-PO Deferred Amount from amounts otherwise distributable (without regard to

this clause (i) Paragraph fourth) first to the Class B-6 Certificates pursuant

to clause (ii) Paragraph eighteenth, below, second to the Class B-5 Certificates

pursuant to clause (ii) Paragraph fifteenth, below, third to the Class B-4

Certificates pursuant to clause (ii) Paragraph twelfth, below, fourth to the

Class B-3 Certificates pursuant to clause (ii) Paragraph ninth, below, fifth to

the Class B-2 Certificates pursuant to clause (ii) Paragraph sixth below, and

sixth to the Class B-1 Certificates pursuant to clause (ii) Paragraph third

below;

 

            fifth, to the Class B-1 Certificates in an amount up to the Interest

Accrual Amount for the Class B-1 Certificates with respect to such Distribution

Date;

 

            sixth, to the Class B-1 Certificates in an amount up to the Class

B-1 Unpaid Interest Shortfall;

 

            seventh, to the Class B-1 Certificates in an amount up to the Class

B-1 Optimal Principal Amount; provided, however, that the amount distributable

to the Class B-1 Certificates pursuant to this clause (ii) Paragraph third will

be reduced by the amount, if any, that would have been distributable to the

Class B-1 Certificates hereunder used to pay the Class A-PO Deferred Amount as

provided in clause (i) Paragraph fourth above;

 

            eighth, to the Class B-2 Certificates in an amount up to the

Interest Accrual Amount for the Class B-2 Certificates with respect to such

Distribution Date;

 

            ninth, to the Class B-2 Certificates in an amount up to the Class

B-2 Unpaid Interest Shortfall;

 

             tenth, to the Class B-2 Certificates in an amount up to the Class

B-2 Optimal Principal Amount; provided, however, that the amount distributable

to the Class B-2 Certificates pursuant to this clause (ii) Paragraph sixth will

be reduced by the amount, if any, that would have been distributable to the

Class B-2 Certificates hereunder used to pay the Class A-PO Deferred Amount as

provided in clause (i) Paragraph fourth above;

 

            eleventh, to the Class B-3 Certificates in an amount up to the

Interest Accrual Amount for the Class B-3 Certificates with respect to such

Distribution Date;

 

            twelfth, to the Class B-3 Certificates in an amount up to the Class

B-3 Unpaid Interest Shortfall;

 

            thirteenth, to the Class B-3 Certificates in an amount up to the

Class B-3 Optimal Principal Amount; provided, however, that the amount

distributable to the Class B-3 Certificates pursuant to this clause (ii)

Paragraph ninth will be reduced by the amount, if any, that would have been

distributable to the Class B-3 Certificates hereunder used to pay the Class A-PO

Deferred Amount as provided in clause (i) Paragraph fourth above;

 

            fourteenth, to the Class B-4 Certificates in an amount up to the

Interest Accrual Amount for the Class B-4 Certificates with respect to such

Distribution Date;

 

            fifteenth, to the Class B-4 Certificates in an amount up to the

Class B-4 Unpaid Interest Shortfall;

 

            sixteenth, to the Class B-4 Certificates in an amount up to the

Class B-4 Optimal Principal Amount; provided, however, that the amount

distributable to the Class B-4 Certificates pursuant to this clause (ii)

Paragraph twelfth will be reduced by the amount, if any, that would have been

distributable to the Class B-4 Certificates hereunder used to pay the Class A-PO

Deferred Amount as provided in clause (i) Paragraph fourth above;

 

            seventeenth, to the Class B-5 Certificates in an amount up to the

Interest Accrual Amount for the Class B-5 Certificates with respect to such

Distribution Date;

 

            eighteenth, to the Class B-5 Certificates in an amount up to the

Class B-5 Unpaid Interest Shortfall;

 

            nineteenth, to the Class B-5 Certificates in an amount up to the

Class B-5 Optimal Principal Amount; provided, however, that the amount

distributable to the Class B-5 Certificates pursuant to this clause (ii)

Paragraph fifteenth will be reduced by the amount, if any, that would have been

distributable to the Class B-5 Certificates hereunder used to pay the Class A-PO

Deferred Amount as provided in clause (i) Paragraph fourth above;

 

            twentieth, to the Class B-6 Certificates in an amount up to the

Interest Accrual Amount for the Class B-6 Certificates with respect to such

Distribution Date;

 

             twenty-first, to the Class B-6 Certificates in an amount up to the

Class B-6 Unpaid Interest Shortfall;

 

            twenty-second, to the Class B-6 Certificates in an amount up to the

Class B-6 Optimal Principal Amount; provided, however, that the amount

distributable to the Class B-6 Certificates pursuant to this clause (ii)

Paragraph eighteenth will be reduced by the amount, if any, that would have been

distributable to the Class B-6 Certificates hereunder used to pay the Class A-PO

Deferred Amount as provided in clause (i) Paragraph fourth above; and

 

            twenty-third, to the Holder of the Class A-R Certificate, any

amounts remaining in the Upper-Tier Certificate Account and to the Holder of the

Class A-LR Certificate, any amounts remaining in the Payment Account.

 

            Notwithstanding the foregoing, after the Principal Balance or

notional amount of any Class (other than the Class A-R and Class A-LR

Certificates) has been reduced to zero, such Class will be entitled to no

further distributions of principal or interest (including, without limitation,

any Unpaid Interest Shortfalls).

 

            With respect to any Distribution Date, the amount of the Principal

Adjustment, if any, attributable to any Class of Class B Certificates will be

allocated to the Classes of Class A Certificates (other than the Class A-PO

Certificates) and any Class of Class B Certificates with a lower numerical

designation pro rata based on their outstanding Principal Balances.

 

            On each Distribution Date, any Reimbursement Amount shall be

distributed sequentially to the Classes of Certificates then outstanding which

bore the loss to which such Reimbursement Amount relates beginning with the most

senior of such Class of Certificates, up to, with respect to each Class, the

amount of loss borne by such Class. Any Reimbursement Amount remaining after the

application described in the preceding sentence shall be included in the Pool

Distribution Amount.

 

            (ii) Distributions on the Uncertificated Lower-Tier Interests. Each

Uncertificated Lower-Tier Interest shall receive distributions in respect of

principal in an amount equal to the amount of principal distributed to its

respective Corresponding Upper-Tier Class or Classes as provided herein. Each

Uncertificated Lower-Tier Interest (other than the Class A-LPO Interest) shall

receive distributions in respect of interest in an amount equal to the Interest

Accrual Amounts and Unpaid Interest Shortfalls, as the case may be, in respect

of its Corresponding Upper-Tier Class or Classes, in each case to the extent

actually distributed thereon. Such amounts distributed to the Uncertificated

Lower-Tier Interests in respect of principal and interest with respect to any

Distribution Date are referred to herein collectively as the "Lower-Tier

Distribution Amount."

 

            As of any date, the principal balance of each Uncertificated

Lower-Tier Interest equals the Principal Balances of the respective

Corresponding Upper-Tier Class or Classes. The initial principal balance of each

Uncertificated Lower-Tier Interest equals the Original Principal Balances of the

respective Corresponding Upper-Tier Class or Classes.

 

            The pass-through rate with respect to the Class A-L1 Interest shall

be 5.250% per annum. The pass-through rate with respect to the Class A-L2

Interest shall be 7.000% per annum. The pass-through rate with respect to the

Class A-L4 Interest shall be 5.500% per annum. The pass-through rate with

respect to the Class A-L5 Interest shall be 5.000% per annum. The pass-through

rate with respect to the Class A-L6 Interest shall be 6.000% per annum. The

pass-through rate with respect to the Class A-L10 Interest shall be 5.750% per

annum. The pass-through rate with respect to the Class A-LUR Interest shall be

5.500% per annum. The pass-through rate with respect to the Class B-L1 Interest,

Class B-L2 Interest, Class B-L3 Interest, Class B-L4 Interest, Class B-L5

Interest and Class B-L6 Interest shall be 5.500% per annum. The Class A-LPO

Interest is a principal-only interest and is not entitled to distributions of

interest. Any Non-Supported Interest Shortfalls will be allocated to each

Uncertificated Lower-Tier Interest in the same relative proportions as interest

is allocated to such Uncertificated Lower-Tier Interest.

 

            (b) The Class A-3 Certificates are interest only Certificates and

are not entitled to distributions of principal.

 

            On each Distribution Date occurring prior to the Subordination

Depletion Date, the Class A Non-PO Distribution Amount will be allocated among

and distributed in reduction of the Principal Balances of the Class A Non-PO

Certificates, sequentially, as follows:

 

            first, concurrently, to the Class A-R and Class A-LR

      Certificates, pro rata; and

 

             second, concurrently, to the Class A-4 and Class A-13

      Certificates, pro rata, up to the Priority Amount for such Distribution

      Date;

 

            third, concurrently, to the Class A-1 and Class A-2 Certificates,

      pro rata;

 

             fourth, concurrently, as follows:

 

                  (i) 17.8465199286%, sequentially, as follows:

 

                        (I) concurrently, to the Class A-5 and Class A-6

      Certificates, pro rata;

 

                        (II) sequentially, to the Class A-7 and Class A-8

      Certificates;

 

                        (III) concurrently, to the Class A-9 and Class A-10

      Certificates, pro rata; and

 

                        (IV) to the Class A-11 Certificates;

 

                  (ii) 50.8090422368% to the Class A-12 Certificates; and

 

                  (iii) 31.3444378346%, sequentially, as follows:

 

                        (I) concurrently, to the Class A-14 and Class A-15

      Certificates, pro rata; and

 

                        (II) to the Class A-16 Certificates; and

 

            fifth, concurrently, to the Class A-4 and Class A-13

      Certificates, pro rata.

 

            (c) Notwithstanding the foregoing, on each Distribution Date

occurring on or subsequent to the Subordination Depletion Date, the Class A

Non-PO Principal Distribution Amount shall be distributed among the Classes of

Class A Certificates (other than the Class A-PO Certificates), pro rata, in

accordance with their outstanding Principal Balances without regard to either

the proportions or the priorities set forth in Section 4.01(b).

 

            (d) (i) For purposes of determining whether the Classes of Class B

Certificates are eligible to receive distributions of principal with respect to

any Distribution Date, the following tests shall apply:

 

            (A) if the Current Class B-1 Fractional Interest is less than the

      Original Class B-1 Fractional Interest and the Class B-1 Principal Balance

      is greater than zero, the Class B-2, Class B-3, Class B-4, Class B-5 and

      Class B-6 Certificates shall not be eligible to receive distributions of

      principal; or

 

            (B) if the Current Class B-2 Fractional Interest is less than the

      Original Class B-2 Fractional Interest and the Class B-2 Principal Balance

      is greater than zero, the Class B-3, Class B-4, Class B-5 and Class B-6

      Certificates shall not be eligible to receive distributions of principal;

      or

 

            (C) if the Current Class B-3 Fractional Interest is less than the

      Original Class B-3 Fractional Interest and the Class B-3 Principal Balance

      is greater than zero, the Class B-4, Class B-5 and Class B-6 Certificates

      shall not be eligible to receive distributions of principal; or

 

            (D) if the Current Class B-4 Fractional Interest is less than the

      Original Class B-4 Fractional Interest and the Class B-4 Principal Balance

      is greater than zero, the Class B-5 and Class B-6 Certificates shall not

      be eligible to receive distributions of principal; or

 

            (E) if the Current Class B-5 Fractional Interest is less than the

      Original Class B-5 Fractional Interest and the Class B-5 Principal Balance

      is greater than zero, the Class B-6 Certificates shall not be eligible to

       receive distributions of principal.

 

            (ii) Notwithstanding the foregoing, if on any Distribution Date the

aggregate distributions to Holders of the Classes of Class B Certificates

entitled to receive distributions of principal would reduce the Principal

Balances of the Classes of Class B Certificates entitled to receive

distributions of principal below zero, first the Class B Prepayment Percentage

of any affected Class of Class B Certificates for such Distribution Date

beginning with the affected Class with the lowest numerical Class designation

and then, if necessary, the Class B Percentage of such Class of the Class B

Certificates for such Distribution Date shall be reduced to the respective

percentages necessary to bring the Principal Balance of such Class of Class B

Certificates to zero. The Class B Prepayment Percentages and the Class B

Percentages of the remaining Classes of Class B Certificates will be recomputed

substituting for the Subordinated Prepayment Percentage and Subordinated

Percentage in such computations the difference between (A) the Subordinated

Prepayment Percentage or Subordinated Percentage, as the case may be, and (B)

the percentages determined in accordance with the preceding sentence necessary

to bring the Principal Balances of the affected Classes of Class B Certificates

to zero; provided, however, that if the Principal Balances of all the Classes of

Class B Certificates eligible to receive distributions of principal shall be

reduced to zero on such Distribution Date, the Class B Prepayment Percentage and

Class B Percentage of the Class of Class B Certificates with the lowest

numerical Class designation which would otherwise be ineligible to receive

distributions of principal in accordance with this Section shall equal the

remainder of the Subordinated Prepayment Percentage for such Distribution Date

minus the sum of the Class B Prepayment Percentages of the Classes of Class B

Certificates having lower numerical Class designations, if any, and the

remainder of the Subordinated Percentage for such Distribution Date minus the

sum of the Class B Percentages of the Classes of Class B Certificates having

lower numerical Class designations, if any, respectively. Any entitlement of any

Class of Class B Certificates to principal payments solely pursuant to this

clause (ii) shall not cause such Class to be regarded as being eligible to

receive principal distributions for the purpose of applying the definition of

its Class B Percentage or Class B Prepayment Percentage.

 

            (e) The Trustee shall establish and maintain the Upper-Tier

Certificate Account, which shall be a separate trust account and an Eligible

Account. On each Distribution Date other than the Final Distribution Date (if

such Final Distribution Date is in connection with a purchase of the assets of

the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master

Servicer, from funds available on deposit in the Payment Account, (i) deposit,

in immediately available funds, by wire transfer or otherwise, into the

Upper-Tier Certificate Account the Lower-Tier Distribution Amount and (ii)

distribute to the Class A-LR Certificateholder (other than as provided in

Section 9.01 respecting the final distribution to Certificateholders) by check

mailed to such Holder at the address of such Holder appearing in the Certificate

Register, the Class A Distribution Amount with respect to the Class A-LR

Certificate and all other amounts distributable to the Class A-LR Certificate.

The Trustee may clear and terminate the Upper-Tier Certificate Account pursuant

to Section 9.01.

 

            (f) On each Distribution Date other than the Final Distribution Date

(if such Final Distribution Date is in connection with a purchase of the assets

of the Trust Estate by the Seller), the Paying Agent shall, on behalf of the

Master Servicer, from funds remitted to it by the Master Servicer, distribute to

each Certificateholder of record on the preceding Record Date (other than as

provided in Section 9.01 respecting the final distribution to Certificateholders

or in the last paragraph of this Section 4.01(f) respecting the final

distribution in respect of any Class) either in immediately available funds by

wire transfer to the account of such Certificateholder at a bank or other entity

having appropriate facilities therefor, if such Certificateholder holds

Certificates having a Denomination at least equal to that specified in Section

11.22, and has so notified the Paying Agent at least seven Business Days prior

to the Distribution Date or, if such Holder holds Certificates having, in the

aggregate, a Denomination less than the requisite minimum Denomination or if

such Holder holds the Class A-R Certificate or has not so notified the Paying

Agent, by check mailed to such Holder at the address of such Holder appearing in

the Certificate Register, such Holder's share of the Class A Distribution Amount

with respect to each Class of Class A Certificates and the Class B Distribution

Amount with respect to each Class of Class B Certificates.

 

             In the event that, on any Distribution Date prior to the Final

Distribution Date, the Principal Balance of any Class of Class A Certificates

(other than the Class A-3, Class A-R or Class A-LR Certificates) or the

Principal Balance of any Class of Class B Certificates would be reduced to zero,

or in the case of the Class A-3 Certificates, the Class A-3 Notional Amount,

would be reduced to zero, the Master Servicer shall, as soon as practicable

after the Determination Date relating to such Distribution Date, send a notice

to the Trustee. The Trustee will then send a notice to each Certificateholder of

such Class with a copy to the Certificate Registrar, specifying that the final

distribution with respect to such Class will be made on such Distribution Date

only upon the presentation and surrender of such Certificateholder's

Certificates at the office or agency of the Trustee therein specified; provided,

however, that the failure to give such notice will not entitle a

Certificateholder to any interest beyond the interest payable with respect to

such Distribution Date in accordance with Section 4.01(a)(i).

 

            (g) The Paying Agent shall withhold or cause to be withheld such

amounts as may be required by the Code (giving full effect to any exemptions

from withholding and related certifications required to be furnished by

Certificateholders and any reductions to withholding by virtue of any bilateral

tax treaties and any applicable certification required to be furnished by

Certificateholders with respect thereto) from distributions to be made to

Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant

to this Section 4.01(g) shall be treated as having been distributed to the

related Certificateholder for all purposes of this Agreement. For the purposes

of this paragraph, a "U.S. Person" is a citizen or resident of the United

States, a corporation or partnership (unless, in the case of a partnership,

Treasury regulations are adopted that provide otherwise) created or organized in

or under the laws of the United States, any state thereof or the District of

Columbia, including an entity treated as a corporation or partnership for

federal income tax purposes, an estate whose income is subject to United States

federal income tax regardless of its source, or a trust if a court within the

United States is able to exercise primary supervision over the administration of

such trust, and one or more such U.S. Persons have the authority to control all

substantial decisions of such trust (or, to the extent provided in applicable

Treasury regulations, certain trusts in existence on August 20, 1996 which are

eligible to elect to be treated as U.S. Persons).

 

            Section 4.02 Allocation of Realized Losses.

 

            (a) With respect to any Distribution Date, the principal portion of

Realized Losses (other than Debt Service Reductions) will be allocated as

follows:

 

            first, to


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