WACHOVIA MORTGAGE LOAN TRUST, LLC,
as Depositor,
U.S. BANK NATIONAL ASSOCIATION,
as Master Servicer and Certificate Administrator,
NATIONAL CITY MORTGAGE CO., FIFTH THIRD MORTGAGE COMPANY, SUNTRUST MORTGAGE, INC. AND XXXXX FARGO BANK, N.A.
as Servicers,
and
HSBC BANK USA, NATIONAL ASSOCIATION,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated March 27, 2007
_______________________
Mortgage Pass-Through Certificates
Series 2007-A
ARTICLE I DEFINITIONS................................................................................4
Section 1.01 Defined Terms.....................................................................4
Section 1.02 Interest Calculations............................................................37
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...........................37
Section 2.01 Conveyance of Mortgage Loans.....................................................37
Section 2.02 Acceptance by the Custodian of the Mortgage Loans................................41
Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the
Servicers........................................................................43
Section 2.04 Assignment of Interest in the Mortgage Loan Purchase Agreement; Depositor
Representations and Warranties...................................................49
Section 2.05 Intent of Parties and Protection of Title........................................51
Section 2.06 Designation of Interests in the REMIC............................................53
Section 2.07 Designation of Start-up Day......................................................53
Section 2.08 REMIC Certificate Maturity Date..................................................53
Section 2.09 Execution and Delivery of Certificates...........................................53
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS............................................54
Section 3.01 Servicers to Service Mortgage Loans..............................................54
Section 3.02 Subservicing and Subcontracting; Enforcement of the Obligations of
Servicers........................................................................55
Section 3.03 Fidelity Bond; Errors and Omissions Insurance....................................57
Section 3.04 Access to Certain Documentation..................................................57
Section 3.05 Maintenance of Primary Insurance Policy; Claims..................................57
Section 3.06 Rights of the Depositor and Others in Respect of the Servicers...................58
Section 3.07 [Reserved].......................................................................59
Section 3.08 Collection of Mortgage Loan Payments; Servicer Custodial Accounts;
Collection Account; Certificate Account; and Upper-Tier Certificate
Account..........................................................................59
Section 3.09 Collection of Taxes, Assessments and Similar Items; Escrow Accounts..............63
Section 3.10 Access to Certain Documentation and Information Regarding the Mortgage
Loans............................................................................64
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Section 3.11 Permitted Withdrawals from the Servicer Custodial Accounts, Collection
Account, Certificate Account and Upper-Tier Certificate Account..................65
Section 3.12 Maintenance of Hazard Insurance..................................................68
Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption Agreements........................68
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO Property..........................68
Section 3.15 Custodian to Cooperate; Release of Mortgage Files................................71
Section 3.16 Documents, Records and Funds in Possession of the Master Servicer and
Servicers to be Held for the Trustee.............................................72
Section 3.17 Servicing and Master Servicing Compensation......................................72
Section 3.18 [Reserved].......................................................................73
Section 3.19 [Reserved].......................................................................73
Section 3.20 Advances.........................................................................73
Section 3.21 Modifications, Waivers, Amendments and Consents..................................74
Section 3.22 [Reserved].......................................................................75
Section 3.23 [Reserved].......................................................................75
Section 3.24 Master Servicer..................................................................75
Section 3.25 Monitoring of Servicers..........................................................76
Section 3.26 Power to Act; Procedures.........................................................77
ARTICLE IV SERVICER'S MONTHLY REPORTS................................................................78
Section 4.01 Servicer's Monthly Reports.......................................................78
ARTICLE V PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS; REMIC ADMINISTRATION......................78
Section 5.01 Distributions....................................................................78
Section 5.02 Priorities of Distributions......................................................79
Section 5.03 Allocation of Losses.............................................................83
Section 5.04 Statements to Certificateholders.................................................85
Section 5.05 Tax Returns and Reports to Certificateholders....................................88
Section 5.06 Tax Matters Person...............................................................89
Section 5.07 Rights of the Tax Matters Person in Respect of the Certificate
Administrator....................................................................89
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Section 5.08 REMIC Related Covenants..........................................................89
ARTICLE VI THE CERTIFICATES..........................................................................90
Section 6.01 The Certificates.................................................................90
Section 6.02 Registration of Transfer and Exchange of Certificates............................91
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates................................96
Section 6.04 Persons Deemed Owners............................................................96
ARTICLE VII THE DEPOSITOR, THE MASTER SERVICER AND THE SERVICERS......................................97
Section 7.01 Respective Liabilities of the Depositor, the Master Servicer and the
Servicers........................................................................97
Section 7.02 Merger or Consolidation of the Depositor, the Master Servicer or a
Servicer.........................................................................97
Section 7.03 Limitation on Liability of the Depositor, the Master Servicer, the
Servicers and Others; Liability of Master Servicer and Servicers.................97
Section 7.04 Depositor, Master Servicer and Servicers Not to Resign...........................99
Section 7.05 Successor Master Servicer........................................................99
Section 7.06 Sale and Assignment of Master Servicing.........................................100
ARTICLE VIII DEFAULT..................................................................................101
Section 8.01 Events of Default...............................................................101
Section 8.02 Remedies of Trustee.............................................................104
Section 8.03 Directions by Certificateholders and Duties of Trustee During Event of
Default.........................................................................104
Section 8.04 Action upon Certain Failures of the Master Servicer or a Servicer and
upon Event of Default...........................................................105
Section 8.05 Trustee and Master Servicer to Act; Appointment of Successors...................105
Section 8.06 Notification to Certificateholders..............................................107
ARTICLE IX THE TRUSTEE AND CERTIFICATE ADMINISTRATOR................................................107
Section 9.01 Duties of Trustee and the Certificate Administrator.............................107
Section 9.02 Certain Matters Affecting the Trustee and Certificate Administrator.............110
-iii-
Section 9.03 Neither Trustee nor Certificate Administrator Liable for Certificates or
Mortgage Loans..................................................................112
Section 9.04 Trustee and Certificate Administrator May Own Certificates......................113
Section 9.05 Eligibility Requirements for Trustee, Certificate Administrator.................113
Section 9.06 Resignation and Removal of Trustee and the Certificate Administrator............113
Section 9.07 Successor Trustee or Certificate Administrator..................................115
Section 9.08 Merger or Consolidation of Trustee or the Certificate Administrator.............115
Section 9.09 Appointment of Co-Trustee or Separate Trustee...................................115
Section 9.10 Authenticating Agents...........................................................116
Section 9.11 Trustee's Fees and Expenses and Certificate Administrator's Fees and
Expenses........................................................................117
Section 9.12 [Reserved]......................................................................118
Section 9.13 [Reserved]......................................................................118
Section 9.14 Limitation of Liability.........................................................118
Section 9.15 Trustee May Enforce Claims Without Possession of Certificates...................118
Section 9.16 Suits for Enforcement...........................................................118
Section 9.17 Waiver of Bond Requirement......................................................119
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement.......................119
ARTICLE X TERMINATION..............................................................................119
Section 10.01 Termination upon Purchase by the Master Servicer or Liquidation of All
Mortgage Loans..................................................................119
Section 10.02 Additional Termination Requirements.............................................121
ARTICLE XI MISCELLANEOUS PROVISIONS.................................................................121
Section 11.01 Amendment.......................................................................121
Section 11.02 Recordation of Agreement........................................................123
Section 11.03 Limitation on Rights of Certificateholders......................................123
Section 11.04 Governing Law...................................................................124
Section 11.05 Notices.........................................................................124
Section 11.06 Severability of Provisions......................................................125
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Section 11.07 Certificates Nonassessable and Fully Paid.......................................125
Section 11.08 Access to List of Certificateholders............................................125
ARTICLE XII 1934 ACT REPORTING.......................................................................125
Section 12.01 Commission Reporting............................................................125
Section 12.02 Form 10-D Reporting.............................................................127
Section 12.03 Form 10-K Reporting.............................................................129
Section 12.04 Form 8-K Reporting..............................................................130
Section 12.05 Delisting; Amendment; Late Filing of Reports....................................131
Section 12.06 Annual Statements of Compliance.................................................132
Section 12.07 Annual Assessments of Compliance................................................132
Section 12.08 Accountant's Attestation........................................................134
Section 12.09 Xxxxxxxx-Xxxxx Certification....................................................135
Section 12.10 Indemnification.................................................................135
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APPENDICES
Appendix 1 Calculation of Uncertificated Lower-Tier Regular Interest Y Principal Reduction
Amounts
EXHIBITS
Exhibit A-1 Form of Class A Certificate
Exhibit A-2 Form of Class 1-A-R Certificate
Exhibit B Form of Class B-1, Class B-2 and Class B-3 Certificate
Exhibit C Form of Class B-4, Class B-5 and Class B-6 Certificate
Exhibit D-1 Mortgage Loan Schedule (Loan Group 1)
Exhibit D-2 Mortgage Loan Schedule (Loan Group 2)
Exhibit D-3 Mortgage Loan Schedule (Loan Group 3)
Exhibit D-4 Mortgage Loan Schedule (Loan Group 4)
Exhibit E Form of Request for Release of Documents
Exhibit F Form of Certification of Establishment of Account
Exhibit G-1 Form of Transferor's Certificate
Exhibit G-2A Form 1 of Transferee's Certificate
Exhibit G-2B Form 2 of Transferee's Certificate
Exhibit H Form of Transferee Representation Letter
for ERISA Restricted Certificates
Exhibit I-1 Form of Affidavit Regarding Transfer of Residual Certificates
Exhibit I-2 Form of Transferor Certificate Regarding Transfer of Residual Certificates
Exhibit J [Reserved]
Exhibit K [Reserved]
Exhibit L [Reserved]
Exhibit M Form of Lost Note Affidavit
Exhibit N Form of Custodial Agreement
Exhibit O Form of Initial Certification
Exhibit P Form of Final Certification
Exhibit Q Form of 10-K Certification
Exhibit R Relevant Servicing Criteria
Exhibit S Additional Form 10-D Disclosure
Exhibit T Form of Distribution Date Statement
Exhibit U Additional Disclosure Notification
Exhibit V Additional Form 10-K Disclosure
Exhibit W Form 8-K Disclosure Information
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POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, DATED MARCH 27, 2007, IS HEREBY EXECUTED BY AND AMONG WACHOVIA
MORTGAGE LOAN TRUST, LLC, AS DEPOSITOR, U.S. BANK NATIONAL ASSOCIATION ("U.S. BANK"), AS MASTER SERVICER AND
CERTIFICATE ADMINISTRATOR, NATIONAL CITY MORTGAGE CO. ("NATIONAL CITY"), AS A SERVICER, FIFTH THIRD MORTGAGE
COMPANY ("FIFTH THIRD"), AS A SERVICER, SUNTRUST MORTGAGE, INC. ("SUNTRUST"), AS A SERVICER, XXXXX FARGO BANK,
N.A. ("XXXXX FARGO"), AS A SERVICER, AND HSBC BANK USA, 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 Depositor, the Master Servicer, the
Servicers, the Certificate Administrator and the Trustee agree as follows:
PRELIMINARY STATEMENT
In exchange for the Certificates, the Depositor will convey the Trust Estate to the Trustee and create
the Trust.
Lower-Tier REMIC
As provided herein, the Certificate Administrator, on behalf of the Trustee, will make an election to
treat the entire segregated pool of assets described in the definition of Trust Estate (including the Mortgage
Loans), and subject to this Agreement, as a real estate mortgage investment conduit (a "REMIC") for federal
income tax purposes and such segregated pool of assets will be designated as the "Lower-Tier REMIC." Component I
of the Class 1-A-R Certificates will represent ownership of the sole class of "residual interests" in the
Lower-Tier REMIC for purposes of the REMIC Provisions (as defined herein).
The following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial
Uncertificated Principal Balance for each of the "regular interests" in the Lower-Tier REMIC (the "Uncertificated
Lower-Tier Regular Interests") and the designation, Pass-Through Rate and initial Class Certificate Balance of
Component I of the Class 1-A-R Certificates. None of the Uncertificated Lower-Tier Regular Interests will be
certificated. Solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest
possible maturity date" for each of the Uncertificated Lower-Tier Regular Interests and Component I of the Class
1-A-R Certificates shall be the REMIC Certificate Maturity Date.
1
________________________________________________________________________________________________________________
Designation (or Pass-Through Rate) Principal Balance (or Initial Class
Certificate Balance)
________________________________________________________________________________________________________________
Y-1 Variable(1) $21,975.47
________________________________________________________________________________________________________________
Y-2 Variable(1) $70,012.17
________________________________________________________________________________________________________________
Y-3 Variable(1) $40,698.36
________________________________________________________________________________________________________________
Y-4 Variable(1) $13,677.67
________________________________________________________________________________________________________________
Z-1 Variable(1) $43,934,763.22
________________________________________________________________________________________________________________
Z-2 Variable(1) $139,972,816.71
________________________________________________________________________________________________________________
Z-3 Variable(1) $81,356,021.30
________________________________________________________________________________________________________________
Z-4 Variable(1) $27,341,653.83
________________________________________________________________________________________________________________
Component I of the Class Variable(2) $100.00
1-A-R
________________________________________________________________________________________________________________
(1) Calculated in accordance with the definition of "Uncertificated Pass-Through Rate" herein.
(2) For each Distribution Date, interest will accrue on Component I of the Class 1-A-R Certificates at a per
annum rate equal to the Net WAC for the Group 1 Mortgage Loans.
Upper-Tier REMIC
A segregated pool of assets consisting of the Uncertificated Lower-Tier Regular Interests will
be designated as the "Upper-Tier REMIC" and the Certificate Administrator, on behalf of the Trustee, will make a
separate REMIC election with respect thereto. Each of the Certificates (other than the Class 1-A-R Certificates)
will be "regular interests" in the Upper-Tier REMIC (referred to collectively as the "Regular Certificates") and
Component II of the Class 1-A-R Certificates will represent ownership of the sole class of "residual interests"
in the Upper-Tier REMIC for purposes of the REMIC Provisions. Solely for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date," for each of the Regular Certificates
and Component II of the Class 1-A-R Certificates shall be the REMIC Certificate Maturity Date. The Certificates
and the Uncertificated Lower-Tier Regular Interests will represent the entire beneficial ownership interest in
the Trust.
The following table sets forth characteristics of the Certificates, together with the minimum
denominations and integral multiples in excess thereof in which the Classes of Certificates shall be issuable
(except that one Certificate of each Class of Certificates may be issued in any amount in excess of the minimum
denomination):
2
________________________________________________________________________________________________________________ In Excess
Classes Certificate Balance Rate Denomination Of Minimum
________________________________________________________________________________________________________________
Class 1-A-1 $40,439,000.00 (1) $ 10,000 $1
________________________________________________________________________________________________________________
Class 1-A-2 $1,759,000.00 (1) $ 10,000 $1
________________________________________________________________________________________________________________
Component II of $0.00 (1) (6) N/A
Class 1-A-R
________________________________________________________________________________________________________________
Class 2-A-1 $128,839,000.00 (2) $ 10,000 $1
________________________________________________________________________________________________________________
Class 2-A-2 $5,602,000.00 (2) $ 10,000 $1
________________________________________________________________________________________________________________
Class 3-A-1 $74,883,000.00 (3) $ 10,000 $1
________________________________________________________________________________________________________________
Class 3-A-2 $3,257,000.00 (3) $ 10,000 $1
________________________________________________________________________________________________________________
Class 4-A-1 $25,166,000.00 (4) $ 10,000 $1
________________________________________________________________________________________________________________
Class 4-A-2 $1,095,000.00 (4) $ 10,000 $1
________________________________________________________________________________________________________________
Class B-1 $6,002,000.00 (5) $ 10,000 $1
________________________________________________________________________________________________________________
Class B-2 $1,903,000.00 (5) $ 10,000 $1
________________________________________________________________________________________________________________
Class B-3 $1,464,000.00 (5) $ 10,000 $1
________________________________________________________________________________________________________________
Class B-4 $878,000.00 (5) $ 10,000 $1
________________________________________________________________________________________________________________
Class B-5 $732,000.00 (5) $ 10,000 $1
________________________________________________________________________________________________________________
Class B-6 $732,618.73 (5) $ 10,000 $1
________________________________________________________________________________________________________________
_______________
(1) For each Distribution Date, interest will accrue on these Certificates at a per annum rate equal to the
Net WAC for the Group 1 Mortgage Loans.
(2) For each Distribution Date, interest will accrue on these Certificates at a per annum rate equal to the
Net WAC for the Group 2 Mortgage Loans.
(3) For each Distribution Date, interest will accrue on these Certificates at a per annum rate equal to the
Net WAC for the Group 3 Mortgage Loans.
(4) For each Distribution Date, interest will accrue on these Certificates at a per annum rate equal to the
Net WAC for the Group 4 Mortgage Loans.
(5) For each Distribution Date, interest will accrue on these Certificates at a per annum rate equal to Net
WAC for Mortgage Loans in all Loan Groups, weighted on the basis of the aggregate Stated Principal Balances of
the Mortgage Loans in each Loan Group on the Due Date in the month preceding the month of such Distribution Date
minus the Class Certificate Balance of the related Classes of Class A Certificates.
(6) Other than the 0.01% Percentage Interest in the Class 1-A-R Certificates to be held by the Seller, the
minimum denomination of the Class 1-A-R Certificates will be 20% of the Percentage Interest of the Class 1-A-R
Certificates.
3
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the meanings specified in this Article:
1933 Act: The Securities Act of 1933, as amended, and the rules and regulations thereunder.
1934 Act: The Securities Act of 1934, as amended, and the rules and regulations thereunder.
Accepted Master Servicing Practices: With respect to any Mortgage Loan, those customary
mortgage servicing practices of prudent mortgage servicing institutions that master service mortgage loans of the
same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located,
to the extent applicable to the Trustee or the Master Servicer (except in its capacity as successor to a
Servicer).
Accountant's Attestation: The attestation required from an Accountant pursuant to
Section 12.08.
Accrued Certificate Interest: For any Distribution Date and each interest-bearing Class, one
month's interest accrued during the related Interest Accrual Period at the applicable Pass-Through Rate on the
applicable Class Certificate Balance.
Additional Disclosure Notification: As defined in Section 12.02.
Additional Form 10-D Disclosure: As defined in Section 12.02.
Additional Form 10-K Disclosure: As defined in Section 12.03.
Additional Servicer: Each Affiliate of each Servicer that Services any of the Mortgage Loans
and each Person who is not an Affiliate of any Servicer who Services 10% or more of the Mortgage Loans (measured
by aggregate Stated Principal Balance of the Mortgage Loans, annually at the commencement of the calendar year
prior to the year in which an Item 1123 Certificate is required to the delivered). For clarification purposes,
the Master Servicer is an Additional Servicer.
Adjusted Pool Amount: With respect to any Distribution Date and Loan Group, the Cut-Off Date
Pool Principal Balance of the Mortgage Loans in such Loan Group minus the sum of (i) all amounts in respect of
principal received in respect of the Mortgage Loans in such Loan Group (including, without limitation, amounts
received as Monthly Payments, Periodic Advances, Principal Prepayments, Liquidation Proceeds and Substitution
Adjustment Amounts) and distributed to Holders of Certificates on such Distribution Date and all prior
Distribution Dates, (ii) the principal portion of all Realized Losses (other than Debt Service Reductions)
incurred on the Mortgage Loans in such Loan Group from the Cut-Off Date through the end of the month preceding
such Distribution Date and (iii) any amounts capitalized as a result of modifications to such Mortgage Loans
pursuant to Section 3.21.
4
Advance: A Periodic Advance or a Servicing Advance.
Affiliate: With respect to any Person, any other Person controlling, controlled by or under
common control with such Person. For purposes of this definition, "control" means the power to direct the
management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by
contract or otherwise and "controlling" and "controlled" shall have meanings correlative to the foregoing.
Aggregate Subordinate Percentage: As to any Distribution Date, the aggregate Class Certificate
Balance of the Subordinate Certificates divided by the aggregate Pool Stated Principal Balance for all Loan
Groups.
Agreement: This Pooling and Servicing Agreement together with all amendments hereof and
supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date and Loan Group, the total of
the amounts held in the related Servicer Custodial Account at the close of business on the preceding
Determination Date on account of (i) Principal Prepayments and Liquidation Proceeds received or made on the
Mortgage Loans in such Loan Group in the month of such Distribution Date and (ii) payments which represent
receipt of Monthly Payments on the Mortgage Loans in such Loan Group in respect of a Due Date or Due Dates
subsequent to the related Due Date.
Appraised Value: With respect to any Mortgaged Property, either (i) the lesser of (a) the
appraised value determined in an appraisal obtained by the originator at origination of such Mortgage Loan and
(b) the sales price for such property, except that, in the case of Mortgage Loans the proceeds of which were used
to refinance an existing mortgage loan, the Appraised Value of the related Mortgaged Property is the appraised
value thereof determined in an appraisal obtained at the time of refinancing, or (ii) the appraised value
determined in an appraisal made at the request of a Mortgagor subsequent to origination in order to eliminate the
Mortgagor's obligation to keep a Primary Insurance Policy in force.
Assignment of Mortgage: An individual assignment of the Mortgage, notice of transfer or
equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related
Mortgaged Property is located to give record notice of the assignment of the Mortgage.
Authenticating Agents: As defined in Section 9.10.
Book-Entry Certificate: All Classes of Certificates other than the Physical Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking
institutions in the State of North Carolina, the State of Delaware, the State of Minnesota, the State of New
York, the State of Iowa, the State of California, the State of South Carolina, and each state in which the
servicing office of a Servicer is located or the states in which the Corporate Trust Offices of the Certificate
Administrator and the Trustee are located are required or authorized by law or executive order to be closed.
5
Certificate: Any of the Wachovia Mortgage Loan Trust, LLC Mortgage Pass-Through Certificates,
Series 2007-A that are issued pursuant to this Agreement.
Certificate Account: The separate Eligible Account created and maintained by the Certificate
Administrator pursuant to Section 3.08(i) in the name of the Trustee, for the benefit of the Certificateholders
and designated "HSBC Bank USA, National Association, in trust for registered holders of Wachovia Mortgage Loan
Trust, LLC Mortgage Pass-Through Certificates, Series 2007-A." Funds in the Certificate Account shall be held in
trust for the Certificateholders for the uses and purposes set forth in this Agreement.
Certificate Administrator: U.S. Bank National Association, and its successors-in-interest and,
if a successor certificate administrator is appointed hereunder, such successor, as certificate administrator.
Certificate Administrator Fee: With respect to each Loan Group and Distribution Date, a fee in
an amount equal to one-twelfth of the product of the Certificate Administrator Fee Rate and the Pool Stated
Principal Balance.
Certificate Administrator Fee Rate: 0.0120% per annum.
Certificate Balance: With respect to any Certificate at any date, the product of the
Percentage Interest of such Certificate and the Class Certificate Balance of the Class of Certificates of which
such Certificate is a part.
Certificate Owner: With respect to a Book-Entry Certificate, the Person who is the beneficial
owner of a Book-Entry Certificate. With respect to any Definitive Certificate, the Certificateholder of such
Certificate.
Certificate Register: The register maintained pursuant to Section 6.02.
Certificate Registrar: The registrar appointed pursuant to Section 6.02.
Certificateholder: The Person in whose name a Certificate is registered in the Certificate
Register, except that, solely for the purpose of giving any consent pursuant to this Agreement, any Certificate
registered in the name of the Depositor, either Servicer or any affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest and Voting Rights evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests or Voting Rights, as the case may be, necessary
to effect any such consent has been obtained, provided that none of the Certificate Registrar, the Certificate
Administrator, or the Trustee shall be responsible for knowing that any Certificate is registered in the name of
such an affiliate unless a Responsible Officer of any such party has actual knowledge.
Certification Parties: As defined in Section 12.09.
6
Certifying Person: As defined in Section 12.09.
Class: The Class 1-A-1, Class 1-A-2, Class 1-A-R, Class 2-A-1, Class 2-A-2, Class 3-A-1, Class
3-A-2, Class 4-A-1, Class 4-A-2, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates, as the case may be.
Class A Certificates: The Class 1-A-1, Class 1-A-2, Class 1-A-R, Class 2-A-1, Class 2-A-2,
Class 3-A-1, Class 3-A-2, Class 4-A-1 and Class 4-A-2 Certificates.
Class B Certificates: The Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates.
Class 1-A-2 Loss Allocation Amount: With respect to any Distribution Date after the Senior
Credit Support Depletion Date, the amount, if any, by which the Class Certificate Balance of the Class 1-A-2
Certificates would be reduced as a result of the allocation of any Realized Loss pursuant to Section 5.03(b) to
such Class, without regard to the operation of Section 5.03(e).
Class 2-A-2 Loss Allocation Amount: With respect to any Distribution Date after the Senior
Credit Support Depletion Date, the amount, if any, by which the Class Certificate Balance of the Class 2-A-2
Certificates would be reduced as a result of the allocation of any Realized Loss pursuant to Section 5.03(b) to
such Class, without regard to the operation of Section 5.03(e).
Class 3-A-2 Loss Allocation Amount: With respect to any Distribution Date after the Senior
Credit Support Depletion Date, the amount, if any, by which the Class Certificate Balance of the Class 3-A-2
Certificates would be reduced as a result of the allocation of any Realized Loss pursuant to Section 5.03(b) to
such Class, without regard to the operation of Section 5.03(e).
Class 4-A-2 Loss Allocation Amount: With respect to any Distribution Date after the Senior
Credit Support Depletion Date, the amount, if any, by which the Class Certificate Balance of the Class 4-A-2
Certificates would be reduced as a result of the allocation of any Realized Loss pursuant to Section 5.03(b) to
such Class, without regard to the operation of Section 5.03(e).
Class Certificate Balance: With respect to any Class and any date of determination, the
Initial Class Certificate Balance of such Class minus the sum of (i) all distributions of principal made with
respect thereto, (ii) all Realized Losses allocated thereto pursuant to Section 5.03(a), and (iii) all other
reductions in Class Certificate Balance previously allocated thereto pursuant to Section 5.03(b), plus the amount
of any Subsequent Recoveries added to the Class Certificate Balance of such Class pursuant to Section 5.03(f).
Class Interest Shortfall: For any Distribution Date and each interest-bearing Class, the
amount by which Accrued Certificate Interest for such Class (as reduced pursuant to Section 5.02(c)) exceeds the
amount of interest actually distributed on such Class on such Distribution Date pursuant to clause (i) of the
definition of "Interest Distribution Amount."
7
Class Unpaid Interest Shortfall: As to any Distribution Date and each interest-bearing Class,
the amount by which the aggregate Class Interest Shortfalls for such Class on prior Distribution Dates exceeds
the amount of interest actually distributed on such Class on such prior Distribution Dates pursuant to clause
(ii) of the definition of "Interest Distribution Amount."
Closing Date: March 27, 2007.
Code: The Internal Revenue Code of 1986, as amended.
Collection Account: The separate Eligible Account created and maintained by the Master
Servicer pursuant to Section 3.08(f) in the name of the Trustee, for the benefit of the Certificateholders and
designated "HSBC Bank USA, National Association, in trust for registered holders of Wachovia Mortgage Loan Trust,
LLC Mortgage Pass-Through Certificates, Series 2007-A." Funds in the Collection Account shall be held in trust
for the Certificateholders for the uses and purposes set forth in this Agreement.
Commission: The United States Securities and Exchange Commission.
Compensating Interest: As defined in Section 3.17.
Continued Errors: As defined in Section 3.25(f).
Co-op Shares: Shares issued by private non-profit housing corporations.
Corporate Trust Office: With respect to the Certificate Administrator, for purposes of
transfers and exchanges and for presentment and surrender of the Certificates for final payment, 00 Xxxxxxxxxx
Xxx., Xx. Xxxx, XX 00000-0000, Attention: Bond Drop Window, and for all other purposes, 00 Xxxxxxxxxx Xxx.,
XX-XX-XX0X, Xx. Xxxx, XX 00000-0000, Attention: WMLT Series 2007-A. With respect to the Trustee, the principal
office of the Trustee at which at any particular time its certificate transfer services are conducted, which
office at the date of the execution of this instrument is located at 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000,
Attention: Corporate Trust, WMLT 2007-A.
Custodial Agreement: The Custodial Agreement, dated as of March 27, 2007, among the Depositor,
the Custodian, the Master Servicer, the Servicers and the Trustee, which is attached hereto as Exhibit N, as the
same may be amended or modified from time to time in accordance with the terms thereof.
Custodian: U.S. Bank National Association, or its successor in interest under the Custodial
Agreement.
Customary Servicing Procedures: With respect to a Servicer, procedures (including collection
procedures) that such Servicer customarily employs and exercises in servicing and administering mortgage loans
for its own account and which are in accordance with accepted mortgage servicing practices of prudent lending
institutions servicing mortgage loans of the same type as the Mortgage Loans in the jurisdictions in which the
related Mortgaged Properties are located.
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Cut-Off Date: March 1, 2007.
Cut-Off Date Pool Principal Balance: For each Loan Group the aggregate of the Cut-Off Date
Principal Balances of the Mortgage Loans in such Loan Group which is $43,956,838.69 for Loan Group 1,
$140,042,828.88 for Loan Group 2, $81,396,719.66 for Loan Group 3 and $27,355,331.50 for Loan Group 4.
Cut-Off Date Principal Balance: As to any Mortgage Loan, the unpaid principal balance thereof
as of the close of business on the Cut-Off Date, reduced by all installments of principal due on or prior thereto
whether or not paid.
Debt Service Reduction: As to any Mortgage Loan and any Determination Date, the excess of (i)
the Monthly Payment due on the related Due Date under the terms of such Mortgage Loan over (ii) the amount of the
monthly payment of principal and/or interest required to be paid with respect to such Due Date by the Mortgagor
as established by a court of competent jurisdiction (pursuant to an order which has become final and
nonappealable) as a result of a case initiated by or against the related Mortgagor under the United States
Bankruptcy Code, as amended (Title 11, U.S.C.); provided that no such excess shall be considered a Debt Service
Reduction so long as (a) the Servicer servicing such Mortgage Loan is pursuing an appeal of the court order
giving rise to any such modification and (b)(1) such Mortgage Loan is not in default with respect to payment due
thereunder in accordance with the terms of such Mortgage Loan as in effect immediately prior to such bankruptcy
case or (2) Monthly Payments are being advanced by such Servicer in accordance with the terms of such Mortgage
Loan as in effect immediately prior to such bankruptcy case.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that became the subject of a Debt
Service Reduction.
Defaulted Mortgage Loan: Any Mortgage Loan as to which (i) any payment, or part thereof,
remains unpaid for 90 days or more after the original due date for such payment, (ii) the related Mortgagor is
subject to any bankruptcy or insolvency proceeding, (iii) the related Mortgaged Property has been foreclosed,
sold pursuant to a power of sale or trustee's sale or repossessed, or proceedings for foreclosure, sale or
repossession have been commenced or (iv) the Servicer servicing such Mortgage Loan has determined, consistent
with its Customary Servicing Procedures, that such Mortgage Loan is not collectible and should be written off in
whole or in part.
Defective Mortgage Loan: Any Mortgage Loan which is required to be cured, repurchased or
substituted for pursuant to Sections 2.02 or 2.04.
Deficient Valuation: As to any Mortgage Loan and any Determination Date, the excess of (i) the
then outstanding indebtedness under such Mortgage Loan over (ii) the value of the related Mortgaged Property
established by a court of competent jurisdiction (pursuant to an order which has become final and nonappealable)
as a result of a case initiated by or against the related Mortgagor under the United States Bankruptcy Code, as
amended (Title 11, U.S.C.), pursuant to which such Mortgagor retained such Mortgaged Property; provided that no
such excess shall be considered a Deficient Valuation so long as (a) the Servicer servicing such Mortgage Loan is
pursuing an appeal of the court order giving rise to any such modification and (b)(1) such Mortgage Loan is not
in default with respect to payments due thereunder in accordance with the terms of such Mortgage Loan as in
effect immediately prior to such bankruptcy case or (2) Monthly Payments are being advanced by such Servicer in
accordance with the terms of such Mortgage Loan as in effect immediately prior to such bankruptcy case.
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Deficient Valuation Mortgage Loan: Any Mortgage Loan that became the subject of a Deficient
Valuation.
Definitive Certificates: As defined in Section 6.02(c)(iii).
Depositor: Wachovia Mortgage Loan Trust, LLC, a Delaware limited liability company, or its
successor in interest, as depositor under this Agreement.
Depository: The Depository Trust Company, the nominee of which is Cede & Co., as the
registered Holder of the Book-Entry Certificates or any successor thereto appointed in accordance with this
Agreement. The Depository shall at all times be a "clearing corporation" as defined in Section 8-102 of the New
York Uniform Commercial Code.
Depository Participant: A broker, dealer, bank or other financial institution or other Person
for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the
Depository.
Determination Date: As to any Distribution Date, the 16th day of the month of the related
Distribution Date or, if such 16th day is not a Business Day, the Business Day immediately preceding such 16th
day.
Distribution Date: The 20th day of each month beginning in April 2007 (or, if such day is not
a Business Day, the next Business Day).
Distribution Date Statement: As defined in Section 5.04(b).
Due Date: As to any Distribution Date and each Mortgage Loan, the first day in the calendar
month of such Distribution Date.
Eligible Account: Any of (i) an account or accounts in a federal or state chartered depository
institution the short-term unsecured debt obligations of which (or, in the case of a depository institution that
is the principal subsidiary of a holding company, the debt obligations of such holding company) have the highest
short-term ratings of each Rating Agency at the time any amounts are held on deposit therein, (ii) an account or
accounts in a depository institution in which such accounts are insured by the FDIC (to the limits established by
the FDIC) and the uninsured deposits in which accounts are otherwise secured such that, as evidenced by an
Opinion of Counsel delivered to the Certificate Administrator and the Trustee and to each Rating Agency, the
Certificateholders have a claim with respect to the funds in such account or a perfected first priority security
interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is
superior to claims of any other depositors or creditors of the depository institution in which such account is
maintained, (iii) a trust account or accounts maintained with the trust department of a federal or state
chartered depository institution, acting in its fiduciary capacity or (iv) any other account acceptable to each
Rating Agency. Eligible Accounts may bear interest and may include, if otherwise qualified under this
definition, accounts maintained with the institutions acting as Certificate Administrator, Master Servicer or
Trustee.
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ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA Restricted Certificates: Any Class B-4, Class B-5 or Class B-6 Certificate.
Error: As defined in Section 3.25(f).
Escrow Account: As defined in Section 3.09.
Escrow Payments: The amounts constituting taxes, assessments, Primary Insurance Policy
premiums, fire and hazard insurance premiums and other payments as may be required to be escrowed by the
Mortgagor with the mortgagee pursuant to the terms of any Mortgage Note or Mortgage.
Event of Default: As defined in Section 8.01.
Excess Proceeds: With respect to any Liquidated Mortgage Loan, the amount, if any, by which
the sum of any Liquidation Proceeds of such Mortgage Loan received in the calendar month in which such Mortgage
Loan became a Liquidated Mortgage Loan, net of any amounts previously reimbursed to the related Servicer as
Nonrecoverable Advances with respect to such Mortgage Loan pursuant to Section 3.11(a)(iii), exceeds (i) the
unpaid principal balance of such Liquidated Mortgage Loan as of the Due Date in the month in which such Mortgage
Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at the Mortgage Interest Rate from the Due Date
as to which interest was last paid up to the Due Date applicable to the Distribution Date immediately following
the calendar month during which such liquidation occurred.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor thereto.
Fifth Third: As defined in the recitals hereto.
Fifth Third Mortgage Loans: The Mortgage Loans serviced by Fifth Third or any successor thereto
as a Servicer hereunder.
Final Distribution Date: The Distribution Date on which the final distribution in respect of
the Certificates will be made pursuant to Section 10.01.
Financial Market Service: Bloomberg Financial Service, Intex Solutions, Inc., Loan
Performance, Inc. or any other financial information provider designated by the Depositor by written notice to
the Certificate Administrator.
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FIRREA: The Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.
Fitch: Fitch Ratings, and its successors in interest.
FNMA: Xxxxxx Xxx, or any successor thereto.
Form 8-K Disclosure Information: As defined in Section 12.04.
Fractional Interest: As defined in Section 5.02(d).
Gross Margin: As to each Mortgage Loan, the fixed percentage set forth in the related Mortgage
Note and indicated in the Mortgage Loan Schedule as the "Gross Margin," which percentage is added to the Index on
each Rate Adjustment Date to determine (subject to rounding, the Initial Cap, the Periodic Cap and the Lifetime
Cap) the Mortgage Interest Rate on such Mortgage Loan until the next Rate Adjustment Date.
Group: Any of Group 1, Group 2, Group 3 or Group 4.
Group 1: The Group 1-A Certificates.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1 hereto.
Group 2: The Group 2-A Certificates.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2 hereto.
Group 3: The Group 3-A Certificates.
Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-3 hereto.
Group 4: The Group 4-A Certificates.
Group 4 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-4 hereto.
Group 1-A Certificates: The Class 1-A-1, Class 1-A-2 and Class 1-A-R Certificates.
Group 2-A Certificates: The Class 2-A-1 and Class 2-A-2 Certificates.
Group 3-A Certificates: The Class 3-A-1 Certificates and Class 3-A-2 Certificates.
Group 4-A Certificates: The Class 4-A-1 Certificates and Class 4-A-2 Certificates.
Group Subordinate Amount: With respect to any Distribution Date and any Loan Group, the excess
of the Pool Stated Principal Balance for such Loan Group over the aggregate Class Certificate Balance of the
Senior Certificates of the Related Group immediately prior to such date.
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Holder: A Certificateholder.
Independent: When used with respect to any specified Person means such a Person who (i) is in
fact independent of the Depositor, the Certificate Administrator, the Master Servicer and each Servicer, (ii)
does not have any direct financial interest or any material indirect financial interest in the Depositor, the
Certificate Administrator, the Master Servicer, any Servicer or in an affiliate of any of them, and (iii) is not
connected with the Depositor, the Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Index: As to any Group 1 Mortgage Loan or Group 3 Mortgage Loan and Rate Adjustment Date,
either (a) a rate per annum that is defined to be the arithmetic mean of the London interbank offered rate
quotations for one year U.S. Dollar-denominated deposits, as published in The Wall Street Journal and most
recently available either (i) as of the first Business Day in the month preceding the month of the applicable
Rate Adjustment Date or (ii) forty-five days before the applicable Rate Adjustment Date or, in the event that
such index is no longer available, a substitute index selected by National City, Fifth Third, SunTrust or Xxxxx
Fargo, as the applicable Servicer, in accordance with the terms of the related Mortgage Note, or (b) a rate per
annum that is defined to be the weekly average yield on U.S. Treasury securities adjusted to a constant maturity
of one year, as reported by the Federal Reserve Board in statistical Release No. H.15(519), as most recently
available either (i) as of the date forty-five days, thirty-five days or thirty days prior to the Rate Adjustment
Date or (ii) on the Rate Adjustment Date as published in the place specified in the related Mortgage Note and as
made available as of the date specified in the related Mortgage Note or, in the event that such index is no
longer available, a substitute index selected by National City, Fifth Third, SunTrust or Xxxxx Fargo, as the
applicable Servicer, in accordance with the terms of the related Mortgage Note. As to any Group 2 Mortgage Loan
or Group 4 Mortgage Loan and Rate Adjustment Date, a rate per annum that is defined to be the arithmetic mean of
the London interbank offered rate quotations for one year U.S. Dollar-denominated deposits, as published in The
Wall Street Journal and most recently available either (i) as of the first Business Day in the month preceding
the month of the applicable Rate Adjustment Date or (ii) forty-five days before the applicable Rate Adjustment
Date or, in the event that such index is no longer available, a substitute index selected by National City, Fifth
Third or SunTrust, as the applicable Servicer, in accordance with the terms of the related Mortgage Note.
Initial Cap: For each Mortgage Loan, the applicable limit on the adjustment of the Mortgage
Interest Rate for the initial Rate Adjustment Date specified in the applicable Mortgage Note and designated as
such in the Mortgage Loan Schedule.
Initial Class Certificate Balance: As to each Class of Certificates, the Class Certificate
Balance set forth in the Preliminary Statement.
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Insurance Policy: With respect to any Mortgage Loan included in the Trust Estate, any related
insurance policy, including all riders and endorsements thereto in effect, including any replacement policy or
policies for any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any Insurance Policy, in each case
other than any amount included in such Insurance Proceeds in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any other insurance policy with
respect to the Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each Class of Certificates, the
immediately preceding calendar month.
Interest Distribution Amount: For any Distribution Date and each interest-bearing Class, the
sum of (i) the Accrued Certificate Interest, subject to reduction pursuant to Section 5.02(c) and (ii) any Class
Unpaid Interest Shortfall for such Class.
Lifetime Cap: As to any Mortgage Loan, the maximum Mortgage Interest Rate set forth in the
related Mortgage Note and indicated in the Mortgage Loan Schedule.
Liquidated Mortgage Loan: With respect to any Distribution Date, a Defaulted Mortgage Loan
(including any REO Property) that was liquidated in the calendar month preceding the month of such Distribution
Date and as to which the related Servicer or the Master Servicer has certified (in accordance with this
Agreement) that it has received all proceeds it expects to receive in connection with the liquidation of such
Mortgage Loan including the final disposition of an REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds, received in connection with the
partial or complete liquidation of Defaulted Mortgage Loans, whether through trustee's sale, foreclosure sale or
otherwise or amounts received in connection with any condemnation or partial release of a Mortgaged Property and
any other proceeds received in connection with an REO Property, less the sum of related unreimbursed Servicing
Fees, Certificate Administrator Fees and Advances.
Loan Group: Any of Loan Group 1, Loan Group 2, Loan Group 3 or Loan Group 4.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
Loan Group 3: The Group 3 Mortgage Loans.
Loan Group 4: The Group 4 Mortgage Loans.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any date of determination, the
fraction, expressed as a percentage, the numerator of which is the outstanding principal balance of the related
Mortgage Loan at the date of determination and the denominator of which is the Appraised Value of the related
Mortgaged Property.
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Lost Note Affidavit: With respect to any Mortgage Loan as to which the original Mortgage Note
has been permanently lost or destroyed and has not been replaced, an affidavit from the Seller certifying that
the original Mortgage Note has been lost, misplaced or destroyed (together with a copy of the related Mortgage
Note, if available, and indemnifying the Depositor and its assignees against any loss, cost or liability
resulting from the failure to deliver the original Mortgage Note) in the form of Exhibit M hereto.
Lower-Tier Distribution Amount: For any Distribution Date, the Pool Distribution Amount for
each Loan Group shall be deemed distributed to the Upper-Tier REMIC, as the holder of the Uncertificated
Lower-Tier Regular Interests, and to Holders of the Class 1-A-R Certificates in respect of Component I thereof,
in the following amounts and priority:
(a) To the extent of the Pool Distribution Amount for Loan Group 1:
(i) first, to Uncertificated Lower-Tier Regular Interests Y-1 and Z-1,
concurrently, the Uncertificated Accrued Interest for such regular interests remaining unpaid from
previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;
(ii) second, to Uncertificated Lower-Tier Regular Interests Y-1 and Z-1,
concurrently, the Uncertificated Accrued Interest for such regular interests for the current
Distribution Date, pro rata according to their respective Uncertificated Accrued Interest; and
(iii) third, to Uncertificated Lower-Tier Regular Interests Y-1 and Z-1, the
Uncertificated Lower-Tier Regular Interest Y-1 Principal Distribution Amount and the Uncertificated
Lower-Tier Regular Interest Z-1 Principal Distribution Amount, respectively;
(b) To the extent of the Pool Distribution Amount for Loan Group 2:
(i) first, to Uncertificated Lower-Tier Regular Interests Y-2 and Z-2,
concurrently, the Uncertificated Accrued Interest for such regular interests remaining unpaid from
previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;
(ii) second, to Uncertificated Lower-Tier Regular Interests Y-2 and Z-2,
concurrently, the Uncertificated Accrued Interest for such regular interests for the current
Distribution Date, pro rata according to their respective Uncertificated Accrued Interest; and
(iii) third, to Uncertificated Lower-Tier Regular Interests Y-2 and Z-2, the
Uncertificated Lower-Tier Regular Interest Y-2 Principal Distribution Amount and the Uncertificated
Lower-Tier Regular Interest Z-2 Principal Distribution Amount, respectively;
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(c) To the extent of the Pool Distribution Amount for Loan Group 3:
(i) first, to Uncertificated Lower-Tier Regular Interests Y-3 and Z-3,
concurrently, the Uncertificated Accrued Interest for such regular interests remaining unpaid from
previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;
(ii) second, to Uncertificated Lower-Tier Regular Interests Y-3 and Z-3,
concurrently, the Uncertificated Accrued Interest for such regular interests for the current
Distribution Date, pro rata according to their respective Uncertificated Accrued Interest; and
(iii) third, to Uncertificated Lower-Tier Regular Interests Y-3 and Z-3, the
Uncertificated Lower-Tier Regular Interest Y-3 Principal Distribution Amount and the Uncertificated
Lower-Tier Regular Interest Z-3 Principal Distribution Amount, respectively;
(d) To the extent of the Pool Distribution Amount for Loan Group 4:
(i) first, to Uncertificated Lower-Tier Regular Interests Y-4 and Z-4,
concurrently, the Uncertificated Accrued Interest for such regular interests remaining unpaid from
previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;
(ii) second, to Uncertificated Lower-Tier Regular Interests Y-4 and Z-4,
concurrently, the Uncertificated Accrued Interest for such regular interests for the current
Distribution Date, pro rata according to their respective Uncertificated Accrued Interest; and
(iii) third, to Uncertificated Lower-Tier Regular Interests Y-4 and Z-4, the
Uncertificated Lower-Tier Regular Interest Y-4 Principal Distribution Amount and the Uncertificated
Lower-Tier Regular Interest Z-4 Principal Distribution Amount, respectively; and
(e) To the extent of the Pool Distribution Amount for each Loan Group for such
Distribution Date remaining after payment of the amounts pursuant to paragraphs (a) through (d) of this
definition of "Lower-Tier Distribution Amount":
(i) first, to each of the Uncertificated Lower-Tier Regular Interests, pro rata
according to the amount of unreimbursed Realized Losses allocable to principal previously allocated to
each such regular interests; provided, however, that any amounts distributed pursuant to this paragraph
(e)(i) of this definition of "Lower-Tier Distribution Amount" shall not cause a reduction in the
Uncertificated Principal Balances of any of the Uncertificated Lower-Tier Regular Interests; and
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(ii) second, to the Class 1-A-R Certificates in respect of Component I thereof, any
remaining amount.
Lower-Tier Realized Losses: Realized Losses on each Loan Group shall be allocated to the
Uncertificated Lower-Tier Regular Interests as follows: (1) the interest portion of Realized Losses on Group 1
Mortgage Loans, if any, shall be allocated among Uncertificated Lower-Tier Regular Interests Y-1 and Z-1 pro rata
according to the amount of interest accrued but unpaid thereon, in reduction thereof; (2) the interest portion of
Realized Losses on Group 2 Mortgage Loans, if any, shall be allocated among Uncertificated Lower-Tier Regular
Interests Y-2 and Z-2 pro rata according to the amount of interest accrued but unpaid thereon, in reduction
thereof; (3) the interest portion of Realized Losses on Group 3 Mortgage Loans, if any, shall be allocated among
Uncertificated Lower-Tier Regular Interests Y-3 and Z-3 pro rata according to the amount of interest accrued but
unpaid thereon, in reduction thereof; and (4) the interest portion of Realized Losses on Group 4 Mortgage Loans,
if any, shall be allocated among Uncertificated Lower-Tier Regular Interests Y-4 and Z-4 pro rata according to
the amount of interest accrued but unpaid thereon, in reduction thereof. Any interest portion of such Realized
Losses in excess of the amount allocated pursuant to the preceding sentence shall be treated as a principal
portion of Realized Losses not attributable to any specific Mortgage Loan in such Loan Group and allocated
pursuant to the succeeding sentences. The principal portion of Realized Losses with respect to each Loan Group
shall be allocated to the Uncertificated Lower-Tier Regular Interests as follows: (1) the principal portion of
Realized Losses on Group 1 Mortgage Loans shall be allocated, first, to Uncertificated Lower-Tier Regular
Interest Y-1 to the extent of the Uncertificated Lower-Tier Regular Interest Y-1 Principal Reduction Amount in
reduction of the Uncertificated Principal Balance of such regular interest and, second, the remainder, if any, of
such principal portion of such Realized Losses shall be allocated to Uncertificated Lower-Tier Regular Interest
Z-1 in reduction of the Uncertificated Principal Balance thereof; (2) the principal portion of Realized Losses on
Group 2 Mortgage Loans shall be allocated, first, to Uncertificated Lower-Tier Regular Interest Y-2 to the extent
of the Uncertificated Lower-Tier Regular Interest Y-2 Principal Reduction Amount in reduction of the
Uncertificated Principal Balance of such regular interest and, second, the remainder, if any, of such principal
portion of such Realized Losses shall be allocated to Uncertificated Lower-Tier Regular Interest Z-2 in reduction
of the Uncertificated Principal Balance thereof; (3) the principal portion of Realized Losses on Group 3 Mortgage
Loans shall be allocated, first, to Uncertificated Lower-Tier Regular Interest Y-3 to the extent of the
Uncertificated Lower-Tier Regular Interest Y-3 Principal Reduction Amount in reduction of the Uncertificated
Principal Balance of such regular interest and, second, the remainder, if any, of such principal portion of such
Realized Losses shall be allocated to Uncertificated Lower-Tier Regular Interest Z-3 in reduction of the
Uncertificated Principal Balance thereof; and (4) the principal portion of Realized Losses on Group 4 Mortgage
Loans shall be allocated, first, to Uncertificated Lower-Tier Regular Interest Y-4 to the extent of the
Uncertificated Lower-Tier Regular Interest Y-4 Principal Reduction Amount in reduction of the Uncertificated
Principal Balance of such regular interest and, second, the remainder, if any, of such principal portion of such
Realized Losses shall be allocated to Uncertificated Lower-Tier Regular Interest Z-4 in reduction of the
Uncertificated Principal Balance thereof.
Lower-Tier REMIC: As defined in the Preliminary Statement.
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Master Servicer: As of the Closing Date, U.S. Bank and, thereafter, its respective successors
in interest that meet the qualifications as Master Servicer pursuant to this Agreement.
MERS: As defined in Section 2.01(b)(iii).
Monthly Payment: The scheduled monthly payment on a Mortgage Loan due on any Due Date
allocable to principal and/or interest on such Mortgage Loan which, unless otherwise specified herein, shall give
effect to any related Debt Service Reduction, Deficient Valuation or Relief Act Reduction that affects the amount
of the monthly payment due on such Mortgage Loan.
Moody's: Xxxxx'x Investors Service, Inc. or any successor thereto.
Mortgage: The mortgage, deed of trust or other instrument creating a lien on a Mortgaged
Property securing a Mortgage Note or creating a lien on a leasehold interest.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate of interest at which
interest accrues on the principal balance of such Mortgage Loan, as adjusted from time to time in accordance with
the provisions of the related Mortgage Note, which rate is (a) prior to the first Rate Adjustment Date for each
such Mortgage Loan, the Mortgage Interest Rate for such Mortgage Loan indicated on the Mortgage Loan Schedule and
(b) from and after such Rate Adjustment Date, sum of the Index, as of the Rate Adjustment Date applicable to such
Due Date, and the Gross Margin, rounded as set forth in such Mortgage Note, subject to the Initial Cap, the
Periodic Cap and the Lifetime Cap applicable to such Mortgage Loan at any time during the life of such Mortgage
Loan.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement, dated March 27, 2007,
between Wachovia Bank, National Association, as seller, and the Depositor, as purchaser.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time amended by the
applicable Servicer to reflect the addition of Substitute Mortgage Loans and the deletion of Defective Mortgage
Loans pursuant to the provisions of this Agreement) attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0 and
Exhibit D-4. The Mortgage Loan Schedule shall set forth the following information with respect to each Mortgage
Loan: (i) the Mortgage Loan identifying number; (ii) a code indicating whether the Mortgaged Property is
owner-occupied; (iii) the property type for each Mortgaged Property; (iv) the original months to maturity or the
remaining months to maturity from the Cut-Off Date; (v) the Loan-to-Value Ratio as of the Cut-off Date; (vi) the
Mortgage Interest Rate as of the Cut-off Date; (vii) the date on which the first Monthly Payment was due on the
Mortgage Loan, and, if such date is not the Due Date currently in effect, such Due Date; (viii) the stated
maturity date; (ix) the amount of the Monthly Payment as of the Cut-Off Date; (x) the paid-through date; (xi) the
original principal amount of the Mortgage Loan; (xii) the principal balance of the Mortgage Loan as of the close
of business on the Cut-Off Date, after application of payments of principal due on or before the Cut-Off Date,
whether or not collected, and after deduction of any payments collected of scheduled principal due after the
Cut-Off Date; (xiii) a code indicating the purpose of the Mortgage Loan; (xiv) a code indicating the
documentation style; (xv) the Appraised Value; (xvi) the first Rate Adjustment Date; (xvii) the Rate Ceiling;
(xviii) the Initial Cap; (xix) the Periodic Cap; (xx) the Gross Margin; and (xxi) the closing date of such
Mortgage Loan. With respect to the Mortgage Loans in each Loan Group in the aggregate, the Mortgage Loan
Schedule shall set forth the following information, as of the Cut-Off Date: (i) the number of Mortgage Loans;
(ii) the current aggregate outstanding principal balance of the Mortgage Loans; (iii) the weighted average
Mortgage Interest Rate of the Mortgage Loans; and (iv) the weighted average months to maturity of the Mortgage
Loans.
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Mortgage Loans: The mortgage loans identified in the Mortgage Loan Schedule.
Mortgage Note: The originally executed note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with all riders thereto and amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage Loan, which may include Co-op
Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
National City: As defined in the recitals hereto.
National City Mortgage Loans: The Mortgage Loans serviced by National City or any successor
thereto as a Servicer hereunder.
Net Mortgage Interest Rate: As to any Mortgage Loan and any Distribution Date, such Mortgage
Loan's Mortgage Interest Rate thereon on the first day of the month preceding the month of the related
Distribution Date reduced by the Servicing Fee Rate and the Certificate Administrator Fee Rate.
Net WAC: As to any Loan Group and any Distribution Date, the weighted average of the Net
Mortgage Interest Rates of the Mortgage Loans in such Loan Group (based on Stated Principal Balances of the
Mortgage Loans in such Loan Group on the Due Date in the month preceding the month of such Distribution Date).
Non-Supported Interest Shortfalls: As to any Distribution Date, the amount, if any, by which
the aggregate of Prepayment Interest Shortfalls exceeds Compensating Interest for such Distribution Date.
Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable Advance: Any portion of an Advance previously made or proposed to be made in
respect of a Mortgage Loan which has not been previously reimbursed and which, in the good faith judgment of the
Master Servicer or the Servicer servicing such Mortgage Loan, will not or, in the case of a proposed Advance,
would not be ultimately recoverable from the related Mortgagor, related Liquidation Proceeds, or other recoveries
in respect of the related Mortgage Loan.
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Officer's Certificate: A certificate signed by the Chairman of the Board, Vice Chairman of the
Board, President or a Vice President and by the Treasurer, the Secretary or one of the Assistant Treasurers or
Assistant Secretaries, or any other duly authorized officer of the Depositor, the Master Servicer or a Servicer,
as the case may be.
Opinion of Counsel: A written opinion of counsel acceptable to the Trustee if such opinion is
delivered to the Trustee or acceptable to the Certificate Administrator if such opinion is delivered to the
Certificate Administrator, who may be counsel for the Depositor, the Master Servicer or a Servicer, except that
any opinion of counsel relating to the qualification of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC
or compliance with the REMIC Provisions must be an opinion of Independent counsel. Any Opinion of Counsel shall
not be at the expense of the Trustee or the Certificate Administrator.
Original Fractional Interest: With respect to each of the following Classes of Subordinate
Certificates, the corresponding percentage described below, as of the Closing Date:
Class B-1 1.95%
Class B-2 1.30%
Class B-3 0.80%
Class B-4 0.50%
Class B-5 0.25%
Class B-6 0.00%
Original Subordinate Certificate Balance: $11,711,618.73.
OTS: The Office of Thrift Supervision.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan which was not the subject of a
Principal Prepayment in Full prior to such Due Date, which did not become a Liquidated Mortgage Loan prior to
such Due Date and which was not purchased from the Trust prior to such Due Date pursuant to Sections 2.02 or 2.04.
Ownership Interest: As to any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein,
whether direct or indirect, legal or beneficial, as owner or as pledgee.
Pass-Through Rate: As to each Class of interest-bearing Certificates, the per annum rate set
forth in the Preliminary Statement.
PCAOB: The Public Company Accounting Oversight Board.
Percentage Interest: As to any Certificate, the percentage obtained by dividing the initial
Certificate Balance of such Certificate by the Initial Class Certificate Balance of the Class of which such
Certificate is a part.
20
Periodic Advance: The payment required to be made by a Servicer with respect to any
Distribution Date pursuant to Section 3.20, the amount of any such payment being equal to the aggregate of
Monthly Payments (net of the Servicing Fee for such Servicer) on the Mortgage Loans serviced by such Servicer
(including any REO Property) that were due on the related Due Date and not received as of the close of business
on the related Determination Date, less the aggregate amount of any such delinquent payments that such Servicer
has determined would constitute a Nonrecoverable Advance if advanced.
Periodic Cap: For each Mortgage Loan, the applicable limit on adjustment of the Mortgage
Interest Rate for each Rate Adjustment Date (other than the initial Rate Adjustment Date) specified in the
applicable Mortgage Note and designated as such in the Mortgage Loan Schedule.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the United
States, FHLMC, FNMA or any agency or instrumentality of the United States when such obligations are
backed by the full faith and credit of the United States; provided that such obligations of FHLMC or
FNMA shall be limited to senior debt obligations and mortgage participation certificates other than
investments in mortgage-backed or mortgage participation securities with yields evidencing extreme
sensitivity to the rate of principal payments on the underlying mortgages, which shall not constitute
Permitted Investments hereunder;
(ii) repurchase agreements on obligations specified in clause (i) maturing not more
than one month from the date of acquisition thereof with a corporation incorporated under the laws of
the United States or any state thereof rated not lower than "A-1+" by S&P, "F-1" by Fitch and "P-1" by
Moody's;
(iii) federal funds, certificates of deposit, demand deposits, time deposits and
bankers' acceptances (which shall each have an original maturity of not more than 90 days and, in the
case of bankers' acceptances, shall in no event have an original maturity of more than 365 days or a
remaining maturity of more than 30 days) denominated in United States dollars of any U.S. depository
institution incorporated under the laws of the United States or any state thereof, rated not lower than
"A-1+" by S&P, "F-1" by Fitch and "P-1" by Moody's;
(iv) commercial paper (having original maturities of not more than 365 days) of any
corporation incorporated under the laws of the United States or any state thereof which is rated not
lower than "A-1+" by S&P, "F-1" by Fitch and "P-1" by Moody's;
(v) investments in money market funds (including funds of the institutions acting
as Trustee, Master Servicer, Certificate Administrator or their affiliates, or funds for which an
affiliate of the institutions acting as Trustee, Master Servicer or Certificate Administrator acts as
advisor, as well as funds for which the institutions acting as Trustee, Master Servicer or Certificate
Administrator and its respective affiliates may receive compensation) rated either "AAA" by S&P, "AAA"
by Fitch and "Aaa" by Moody's or otherwise approved in writing by each Rating Agency; and
21
(vi) other obligations or securities that are acceptable to each Rating Agency (but
which, in no event, are rated below the top two rating categories by each Rating Agency) and, as
evidenced by an Opinion of Counsel obtained by the Servicers, will not affect the qualification of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC;
provided, however, that no instrument shall be a Permitted Investment if it represents either (a) the right to
receive only interest payments with respect to the underlying debt instrument or (b) the right to receive both
principal and interest payments derived from obligations underlying such instrument and the principal and
interest with respect to such instrument provide a yield to maturity greater than 120% of the yield to maturity
at par of such underlying obligations.
Permitted Transferee: Any Person other than (i) the United States, or any State or any
political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign
government, international organization or any agency or instrumentality of either of the foregoing, (iii) an
organization which is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511
of the Code on unrelated business taxable income) (except certain farmers' cooperatives described in Code Section
521), (iv) rural electric and telephone cooperatives described in Code Section 1381(a)(2)(C), (v) a U.S. Person
with respect to whom income is attributable to a foreign permanent establishment or fixed base (within the
meaning of an applicable income tax treaty) of such Person or any other Person and (vi) any other Person so
designated by the Servicer based on an Opinion of Counsel to the effect that any transfer to such Person may
cause the Trust or any other Holder of a Residual Certificate to incur tax liability that would not be imposed
other than on account of such transfer. The terms "United States," "State" and "international organization"
shall have the meanings set forth in Code Section 7701 or successor provisions.
Person: Any individual, corporation, limited liability company, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or government or any agency or political
subdivision thereof, or any other entity or organization, whether or not a legal entity.
Physical Certificates: The Class 1-A-R, Class B-4, Class B-5 and Class B-6 Certificates.
Plan: As defined in Section 6.02(e).
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Pool Distribution Amount: As to any Distribution Date and Loan Group, the excess of (a) the
sum of (i) the aggregate of (A) the interest portion of any Monthly Payment on a Mortgage Loan in such Loan Group
(net of the Servicing Fee for the Servicer of such Loan Group) and the principal portion of any Monthly Payment
on a Mortgage Loan in such Loan Group due on the Due Date in the month in which such Distribution Date occurs and
which is received prior to the related Determination Date and (B) all Periodic Advances and payments of
Compensating Interest made by such Servicer in respect of such Loan Group and Distribution Date deposited to the
Servicer Custodial Account pursuant to Section 3.08(b)(vii), or any Periodic Advances or payments of Compensating
Interest deposited by the Master Servicer in the Collection Account pursuant to Section 3.08(f)(ii); (ii) all
Liquidation Proceeds and Insurance Proceeds received on the Mortgage Loans in such Loan Group during the
preceding calendar month and deposited to the applicable Servicer Custodial Account pursuant to
Section 3.08(b)(iii) or to the Collection Account pursuant to Section 3.08(f)(iii); (iii) all Principal
Prepayments received on the Mortgage Loans in such Loan Group during the month preceding the month of such
Distribution Date and deposited to the applicable Servicer Custodial Account pursuant to Section 3.08(b)(i)
during such period; (iv) in connection with Defective Mortgage Loans in such Loan Group, as applicable, the
aggregate of the Repurchase Prices and Substitution Adjustment Amounts deposited on the related Remittance Date
pursuant to Section 3.08(b)(vi); (v) any other amounts in the applicable Servicer Custodial Account deposited
therein pursuant to Sections 3.08(b)(iv), (v) and (viii), and any other amounts in the Collection Account
deposited therein pursuant to Sections 3.08(f)(iv), (v) or (vi), in respect of such Distribution Date and such
Loan Group; and (vi) any Subsequent Recovery with respect to such Distribution Date over (b) any (i) amounts
permitted to be withdrawn from the applicable Servicer Custodial Account pursuant to clauses (i) through (ix),
inclusive, of Section 3.11(a) in respect of such Loan Group and (ii) amounts permitted to be withdrawn from the
Collection Account pursuant to Section 3.11(b) in respect of such Loan Group; provided that any amounts withdrawn
pursuant to clauses (iii) and (vii) of Section 3.11(a) and clauses (ii) and (v) of Section 3.11(b) shall be
allocated in reduction of the Pool Distribution Amount for each Loan Group on a pro rata basis in accordance with
the Pool Stated Principal Balances for such Distribution Date.
Pool Stated Principal Balance: As to any Distribution Date and Loan Group, the aggregate
Stated Principal Balances of all Mortgage Loans in such Loan Group that were Outstanding Mortgage Loans
immediately following the Due Date in the month preceding the month in which such Distribution Date occurs.
Predecessor Servicer Work Product: As defined in Section 3.25(f).
Prepayment Interest Shortfall: As to any Distribution Date and each Mortgage Loan subject to a
Principal Prepayment received during the calendar month preceding such Distribution Date, the amount, if any, by
which one month's interest at the related Mortgage Interest Rate (net of the Servicing Fee for the Servicer
servicing such Mortgage Loan) on such Principal Prepayment exceeds the amount of interest paid in connection with
such Principal Prepayment.
Primary Insurance Policy: Each policy of primary mortgage guaranty insurance or any
replacement policy therefor with respect to any Mortgage Loan, in each case issued by an insurer acceptable to
FNMA or FHLMC.
Principal Amount: As to any Distribution Date and a Loan Group, the sum of (a) the principal
portion of each Monthly Payment due on each Mortgage Loan in such Loan Group on the related Due Date, (b) the
principal portion of the Repurchase Price of each Mortgage Loan in such Loan Group that was repurchased by the
Depositor pursuant to this Agreement as of such Distribution Date, (c) any Substitution Adjustment Amount in
connection with a Defective Mortgage Loan in such Loan Group received with respect to such Distribution Date, (d)
any Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans in such Loan Group that are not
yet Liquidated Mortgage Loans received during the calendar month preceding the month of such Distribution Date,
(e) with respect to each Mortgage Loan in such Loan Group that became a Liquidated Mortgage Loan during the
calendar month preceding the month of such Distribution Date, the amount of Liquidation Proceeds (excluding
Excess Proceeds) allocable to principal received with respect to such Mortgage Loan during the calendar month
preceding the month of such Distribution Date, (f) any Subsequent Recoveries received by the Servicers during the
calendar month preceding the month of such Distribution Date, and (g) all Principal Prepayments on the Mortgage
Loans in such Loan Group received during the calendar month preceding the month of such Distribution Date.
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Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan (other
than Liquidation Proceeds) which is received in advance of its scheduled Due Date and is not accompanied by an
amount of interest representing scheduled interest due on any date in any month subsequent to the month of
prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the entire principal balance of a
Mortgage Loan.
Private Certificates: The Class B-4, Class B-5 and Class B-6 Certificates.
Pro Rata Share: As to any Distribution Date and any Class of Subordinate Certificates that is
not a Restricted Class, the portion of the Subordinate Principal Distribution Amount allocable to such Class,
equal to the product of the Subordinate Principal Distribution Amount for such Distribution Date and a fraction,
the numerator of which is the related Class Certificate Balance thereof and the denominator of which is the
aggregate Class Certificate Balance of the Subordinate Certificates that are not Restricted Classes. Solely with
respect to Unscheduled Principal Payments, the Pro Rata Share of a Restricted Class shall be 0%. The Pro Rata
Share of a Class of Subordinate Certificates may be computed for each of clause (i) and clause (ii) of the
definition of "Subordinate Principal Distribution Amount" in the event the Restricted Classes differ with respect
to each clause.
Qualified Appraiser: An appraiser of a Mortgaged Property duly appointed by the originator of
the related Mortgage Loan, who had no interest, direct or indirect, in such Mortgaged Property or in any loan
made on the security thereof, whose compensation is not affected by the approval or disapproval of the related
Mortgage Loan and who met the minimum qualifications of FNMA or FHLMC.
Rate Adjustment Date: As to each Mortgage Loan, the Due Date on which an adjustment to the
Mortgage Interest Rate of such Mortgage Loan becomes effective under the related Mortgage Note, which Due Date is
the date set forth in the Mortgage Loan Schedule as the first Rate Adjustment Date and each subsequent
anniversary thereof.
Rate Ceiling: The maximum per annum Mortgage Interest Rate permitted under the related Mortgage
Note.
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Rating Agency: Each of S&P and Fitch. If any such organization or a successor is no longer in
existence, "Rating Agency" shall be such nationally recognized statistical rating organization, or other
comparable Person, as is designated by the Depositor, notice of which designation shall be given to the
Certificate Administrator and the Trustee. References herein to a given rating or rating category of a Rating
Agency shall mean such rating category without giving effect to any modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan, an amount as of the date of such
liquidation, as reported by the related Servicer to the Certificate Administrator, equal to (i) the unpaid
principal balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus (ii) interest at the
Net Mortgage Interest Rate from the Due Date as to which interest was last paid to Certificateholders up to the
Due Date in the month in which Liquidation Proceeds are required to be distributed on the Stated Principal
Balance of such Liquidated Mortgage Loan from time to time, minus (iii) the Liquidation Proceeds, if any,
received during the month in which such liquidation occurred, to the extent applied as recoveries of interest at
the Net Mortgage Interest Rate and to principal of the Liquidated Mortgage Loan. In addition, to the extent the
applicable Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount of the Realized
Loss with respect to that Mortgage Loan will be reduced to the extent such recoveries are applied to reduce the
Class Certificate Balance of any Class of Certificates on any Distribution Date. With respect to each Mortgage
Loan that has become the subject of a Deficient Valuation, if the principal amount due under the related Mortgage
Note has been reduced, the difference between the principal balance of the Mortgage Loan outstanding immediately
prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation, as reported by the related Servicer to the Certificate Administrator. With respect to each Mortgage
Loan that has become the subject of a Debt Service Reduction and any Distribution Date, the amount, if any, by
which the principal portion of the related Monthly Payment has been reduced as reported by the related Servicer
to the Certificate Administrator.
Record Date: The last day of the month (or, if such day is not a Business Day, the preceding
Business Day) preceding the month of the related Distribution Date.
Refinance Mortgage Loan: Any Mortgage Loan the proceeds of which were not used to purchase the
related Mortgaged Property.
Regular Certificates: As defined in the Preliminary Statement hereto.
Regulation AB: Means Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100 - 229.1123, as such may be amended from time to time, and subject to such clarification and
interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Red. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission,
or as may be provided by the Commission or its staff from time to time.
Relevant Servicing Criteria: The Servicing Criteria applicable to the various parties, as set
forth on Exhibit R attached hereto. For clarification purposes, multiple parties can have responsibility for the
same Relevant Servicing Criteria. With respect to a Servicing Function Participant engaged by the Master
Servicer, each Servicer, the Certificate Administrator or the Trustee, the term "Relevant Servicing Criteria" may
refer to a part of the Relevant Servicing Criteria applicable to such parties.
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Related Group: With respect to Loan Group 1, means Group 1; with respect to Loan Group 2,
means Group 2; with respect to Loan Group 3, means Group 3; and with respect to Loan Group 4, means Group 4.
Related Loan Group: With respect to the Group 1-A Certificates, Loan Group 1, with respect to
the Group 2-A Certificates, Loan Group 2, with respect to the Group 3-A Certificates, Loan Group 3, and with
respect to the Group 4-A Certificates, Loan Group 4.
Relief Act: The Servicemembers' Civil Relief Act, as amended.
Relief Act Reduction: With respect to any Distribution Date, for any Mortgage Loan as to which
there has been a reduction in the amount of interest collectible thereon for the most recently ended calendar
month as a result of the application of the Relief Act or comparable state legislation, the amount, if any, by
which (i) interest collectible on such Mortgage Loan for the most recently ended calendar month is less than
(ii) interest accrued pursuant to the terms of the Mortgage Note on the same principal amount and for the same
period as the interest collectible on such Mortgage Loan for the most recently ended calendar month.
REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the
Code.
REMIC Certificate Maturity Date: The "latest possible maturity date" of the Regular
Certificates as that term is defined in Section 2.08.
REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage
investment conduits, which appear at Section 860A through 860G of Subchapter M of Chapter 1 of the Code, and
related provisions, and regulations promulgated thereunder, as the foregoing may be in effect from time to time,
as well as provisions of applicable state laws.
Remittance Date: As to any Distribution Date, the 18th calendar day of the month in which such
Distribution Date occurs or if such day is not a Business Day, the immediately preceding Business Day.
REO Proceeds: Proceeds, net of any related expenses of the Servicer, received in respect of
any REO Property (including, without limitation, proceeds from the rental of the related Mortgaged Property)
which are received prior to the final liquidation of such Mortgaged Property.
REO Property: A Mortgaged Property acquired by the Servicer on behalf of the Trust through
foreclosure or deed-in-lieu of foreclosure in connection with a Defaulted Mortgage Loan.
Reportable Event: As defined in Section 12.04.
26
Reporting Servicer: As defined in Section 12.03.
Repurchase Price: As to any Defective Mortgage Loan repurchased on any date pursuant to
Sections 2.02 or 2.04, an amount equal to the sum of (i) the Stated Principal Balance thereof, (ii) the unpaid
accrued interest thereon at the applicable Mortgage Interest Rate from the Due Date to which interest was last
paid by the Mortgagor to the first day of the month following the month in which such Mortgage Loan became
required to be repurchased, and (iii) any costs and damages incurred by the Trust in connection with a breach of
the representation contained in Section 7(iii) of the Mortgage Loan Purchase Agreement as a result of any
violation of any predatory or abusive lending law with respect to such Mortgage Loan.
Request for Release: The Request for Release submitted by the Servicer to the Custodian,
substantially in the form of Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy which is
required to be maintained from time to time under this Agreement in respect of such Mortgage Loan.
Residual Certificates: The Class 1-A-R Certificates.
Responsible Officer: When used with respect to the Trustee or the Certificate Administrator,
any officer of the Corporate Trust Department of the Trustee or Certificate Administrator, as the case may be,
including any Senior Vice President, any Vice President, any Assistant Vice President, any Assistant Secretary,
any Trust Officer or Assistant Trust Officer, or any other officer of the Trustee or Certificate Administrator,
as the case may be, customarily performing functions similar to those performed by any of the above designated
officers and, in each case, having responsibility for the administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
S&P: Standard & Poor's, a Division of The XxXxxx-Xxxx Companies, Inc., and its successors in
interest.
Xxxxxxxx-Xxxxx Act: The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the
Commission promulgated thereunder (including any interpretations thereof by the Commission's staff).
Xxxxxxxx-Xxxxx Certification: As defined in Section 12.09.
Seller: Wachovia Bank, National Association, as seller of the Mortgage Loans under the
Mortgage Loan Purchase Agreement.
Senior Certificates: The Class A Certificates.
Senior Credit Support Depletion Date: The date on which the aggregate Class Certificate
Balance of the Subordinate Certificates is reduced to zero.
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Senior Percentage: With respect to any Distribution Date and a Loan Group, the percentage,
carried six places rounded up, obtained by dividing the aggregate Class Certificate Balance of the Senior
Certificates of the Related Loan Group immediately prior to such Distribution Date by the Pool Stated Principal
Balance of such Loan Group immediately prior to such Distribution Date.
Senior Prepayment Percentage: For any Distribution Date and a Loan Group during the seven
years beginning on the first Distribution Date, 100%. The Senior Prepayment Percentage for any Distribution Date
and a Loan Group occurring on or after the seven year anniversary of the first Distribution Date will, except as
provided herein, be as follows: for any Distribution Date in the first year thereafter, the Senior Percentage for
such Loan Group plus 70% of the Subordinate Percentage for such Loan Group for such Distribution Date; for any
Distribution Date in the second year thereafter, the Senior Percentage for such Loan Group plus 60% of the
Subordinate Percentage for such Loan Group for such Distribution Date; for any Distribution Date in the third
year thereafter, the Senior Percentage for such Loan Group plus 40% of the Subordinate Percentage for such Loan
Group for such Distribution Date; for any Distribution Date in the fourth year thereafter, the Senior Percentage
for such Loan Group plus 20% of the Subordinate Percentage for such Loan Group for such Distribution Date; and
for any Distribution Date in the fifth or later years thereafter, the Senior Percentage for such Loan Group for
such Distribution Date (unless on any of the foregoing Distribution Dates the Total Senior Percentage exceeds the
initial Total Senior Percentage, in which case the Senior Prepayment Percentage for Loan Group 1, Loan Group 2,
Loan Group 3 and Loan Group 4 for such Distribution Date will once again equal 100%); provided, however, if on
any Distribution Date prior to the April 2010 Distribution Date, prior to giving effect to any distributions, the
Aggregate Subordinate Percentage is greater than or equal to twice such percentage calculated as of the Closing
Date, then the Senior Prepayment Percentage for each Loan Group for such Distribution Date will equal the Senior
Percentage for such Loan Group plus 50% of the Subordinate Percentage for such Loan Group; provided further,
however, if on or after the April 2010 Distribution Date, prior to giving effect to any distributions, the
Aggregate Subordinate Percentage is greater than or equal to twice such percentage calculated as of the Closing
Date, then the Senior Prepayment Percentage for each Loan Group for such Distribution Date will equal the Senior
Percentage for such Loan Group. Notwithstanding the foregoing, no decrease in the Senior Prepayment Percentage
for any Loan Group will occur unless both of the Senior Step Down Conditions are satisfied.
Senior Principal Distribution Amount: As to any Distribution Date and Loan Group, the sum of
(i) the Senior Percentage for such Loan Group of the amounts described in clauses (a) through (d) of the
definition of "Principal Amount" for such Distribution Date and Loan Group and (ii) the Senior Prepayment
Percentage for such Loan Group of the amounts described in clauses (e), (f) and (g) of the definition of
"Principal Amount" for such Distribution Date and Loan Group.
Senior Step Down Conditions: As of any Distribution Date as to which any decrease in the
Senior Prepayment Percentage for any Loan Group applies, (i) the outstanding principal balance of all Mortgage
Loans (including, for this purpose, any Mortgage Loans in foreclosure or any REO Property) delinquent 60 days or
more (averaged over the preceding six month period), as a percentage of the aggregate Class Certificate Balance
of the Subordinate Certificates, is not equal to or greater than 50% or (ii) cumulative Realized Losses with
respect to the Mortgage Loans as of the applicable Distribution Date do not exceed the percentages of the
Original Subordinate Certificate Balance set forth below:
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Percentage of
Original Subordinate
Distribution Date Occurring Certificate Balance
April 2007 through March 2010 20%
April 2010 through March 2015 30%
April 2015 through March 2016 35%
April 2016 through March 2017 40%
April 2017 through March 2018 45%
April 2018 and thereafter 50%
Servicers: National City with respect to the National City Mortgage Loans, Fifth Third with
respect to the Fifth Third Mortgage Loans, SunTrust with respect to the SunTrust Mortgage Loans and Xxxxx Fargo
with respect to the Xxxxx Fargo Mortgage Loans, or, in each case, its successor in interest, in its capacity as
servicer of the related Mortgage Loans, or any successor servicer appointed as herein provided.
Servicer Advance Date: As to any Distribution Date, the 18th calendar day of the month in
which such Distribution Date occurs or if such day is not a Business Day, the immediately preceding Business Day.
Servicer Custodial Account: Each separate Eligible Account or Accounts created and maintained
by the Servicers pursuant to Section 3.08(b).
Servicer's Certificate: The monthly report required by Section 4.01.
Service(s)(ing): In accordance with Regulation AB, the act of servicing and administering the
Mortgage Loans or any other assets of the Trust by an entity that meets the definition of "servicer" set forth in
Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in 1108 of Regulation AB. For
clarification purposes, any uncapitalized occurrence of this term shall have the meaning commonly understood by
participants in the residential mortgage-backed securitization market.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses
incurred in the performance by a Servicer of its servicing obligations, including, but not limited to (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) expenses reimbursable to such Servicer
pursuant to Section 3.14 and any enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the obligations under Section 3.12.
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Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation AB, as
such may be amended from time to time.
Servicing Fee: With respect to each Mortgage Loan and Distribution Date, the amount of the fee
payable to the Servicer servicing such Mortgage Loan, which shall, for such Distribution Date, be equal to
one-twelfth of the product of the Servicing Fee Rate with respect to such Mortgage Loan and the Stated Principal
Balance of such Mortgage Loan, subject to reduction as provided in Section 3.17. Such fee shall be payable
monthly, computed on the basis of the same Stated Principal Balance and period respecting which any related
interest payment on a Mortgage Loan is computed. A Servicer's right to receive the Servicing Fee for Mortgage
Loans serviced by such Servicer is limited to, and payable solely from, the interest portion (including
recoveries with respect to interest from Liquidation Proceeds and other proceeds, to the extent permitted by
Section 3.11) of related Monthly Payments collected by such Servicer, or as otherwise provided under Section 3.11.
Servicing Fee Rate: With respect to each Mortgage Loan serviced by National City, 0.250% per
annum, with respect to each Mortgage Loan serviced by Fifth Third, 0.375% per annum, with respect to each
Mortgage Loan serviced by SunTrust, 0.375% per annum, and with respect to each Mortgage Loan serviced by Xxxxx
Fargo, 0.250% per annum.
Servicing Function Participant: Any Subservicer, Subcontractor or any other Person, other than
each Servicer, the Master Servicer, the Trustee and the Certificate Administrator, that is "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB, the determination of which shall be the
sole responsibility of the related Servicer or Master Servicer, unless such Person's activities relate only to 5%
or less of the Mortgage Loans (measured by aggregate Stated Principal Balance of the Mortgage Loans, annually at
the commencement of the calendar year prior to the year in which an Assessment of Compliance is required to be
delivered, multiplied by a fraction, the numerator of which is the number of months during which such Servicing
Function Participant Services the related Mortgage Loans and the denominator of which is 12, or, in the case of
the year in which the Closing Date occurs, the number of months elapsed from the Cut-Off Date to the end of such
calendar year).
Servicing Officer: Any officer of the Master Servicer or a Servicer involved in, or
responsible for, the administration and master servicing or servicing of the related Mortgage Loans whose name
appears on a list of servicing officers furnished to the Certificate Administrator and the Trustee by the Master
Servicer or such Servicer as such list may from time to time be amended.
Similar Law: As defined in Section 6.02(e).
Stated Principal Balance: As to any Mortgage Loan and date, the unpaid principal balance of
such Mortgage Loan as of the Due Date immediately preceding such date as specified in the amortization schedule
at the time relating thereto (before any adjustment to such amortization schedule by reason of any moratorium or
similar waiver or grace period) after giving effect to any previous partial Principal Prepayments and Liquidation
Proceeds allocable to principal (other than with respect to any Liquidated Mortgage Loan) and to the payment of
principal due on such Due Date and irrespective of any delinquency in payment by the related Mortgagor, and after
giving effect to any Deficient Valuation, plus any amounts capitalized as a result of modifications to such
Mortgage Loan pursuant to Section 3.21.
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Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the
overall servicing of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of
Regulation AB with respect to Mortgage Loans under the direction or authority of any Servicer (or a Subservicer
of any Servicer), the Master Servicer or the Certificate Administrator.
Subordinate Certificates: The Class B Certificates.
Subordinate Percentage: As of any Distribution Date and Loan Group, 100% minus the Senior
Percentage for such Loan Group for such Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date and Loan Group, 100% minus the
Senior Prepayment Percentage for such Loan Group for such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any Distribution Date and Loan
Group, an amount equal to the sum of (i) the Subordinate Percentage for such Loan Group of all amounts described
in clauses (a) through (d) of the definition of "Principal Amount" for such Distribution Date and Loan Group and
(ii) the Subordinate Prepayment Percentage of the amounts described in clauses (e), (f) and (g) of the definition
of "Principal Amount" for such Distribution Date and Loan Group.
Subsequent Recovery: As to any Distribution Date and Loan Group, the sum of all amounts
received during the calendar month preceding the month of such Distribution Date on each Mortgage Loan in such
Loan Group subsequent to such Mortgage Loan being determined to be a Liquidated Mortgage Loan.
Subservicer: Any Person that (i) services Mortgage Loans on behalf of any Servicer and (ii) is
responsible for the performance (whether directly or through sub-servicers or Subcontractors) of Servicing
functions required to be performed under this Agreement or any Subservicing Agreement that are identified in Item
1122(d) of Regulation AB.
Subservicing Agreement: Any subservicing agreement (which, in the event the Subservicer is an
Affiliate of the related Servicer, need not be in writing) between a Servicer and any Subservicer relating to
servicing and/or administration of certain Mortgage Loans as provided in Section 3.02.
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Substitute Mortgage Loan: A Mortgage Loan substituted for a Defective Mortgage Loan which must,
on the date of such substitution (i) have a Stated Principal Balance, after deduction of the principal portion of
the Monthly Payment due in the month of substitution, not in excess of, and not more than 10% less than, the
Stated Principal Balance of the Defective Mortgage Loan; (ii) have a Net Mortgage Interest Rate equal to that of
the Defective Mortgage Loan; (iii) have a Loan-to-Value Ratio not higher than that of the Defective Mortgage
Loan; (iv) have a Gross Margin equal to that of the Defective Mortgage Loan; (v) have an Initial Cap, a Periodic
Cap and Rate Ceiling equal to that of the Defective Mortgage Loan; (vi) have the same Index and frequency of
mortgage interest rate adjustment as the Defective Mortgage Loan; (vii) have a remaining term to maturity not
greater than (and not more than one year less than) that of the Defective Mortgage Loan; and (viii) comply, as of
the date of substitution, with each Mortgage Loan representation and warranty set forth in this Agreement
relating to the Defective Mortgage Loan. More than one Substitute Mortgage Loan may be substituted for a
Defective Mortgage Loan if such Substitute Mortgage Loans meet the foregoing attributes in the aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
SunTrust: As defined in the recitals hereto.
SunTrust Mortgage Loans: The Mortgage Loans serviced by SunTrust or any successor thereto as a
Servicer hereunder.
Tax Matters Person: Any person designated as "tax matters person" in accordance with Section
5.06 and the manner provided under Treasury Regulation § 1.860F-4(d) and Treasury Regulation § 301.6231(a)(7)-1.
Total Senior Percentage: With respect to any Distribution Date, the percentage, carried six
places rounded up, obtained by dividing the aggregate Class Certificate Balance of the Class A Certificates
immediately prior to such Distribution Date by the aggregate Pool Stated Principal Balance of all Loan Groups
immediately prior to such Distribution Date.
Treasury Regulations: The final and temporary regulations promulgated under the Code by the
U.S. Department of the Treasury.
Trust: The trust created by this Agreement.
Trust Estate: The Mortgage Loans, such assets as shall from time to time be identified as
deposited in the Servicer Custodial Account, the Collection Account or the Certificate Account, in accordance
with this Agreement, REO Property, the Primary Insurance Policies and any other Required Insurance Policy.
Trustee: HSBC Bank USA, National Association, and its successors-in-interest and, if a
successor trustee is appointed hereunder, such successor, as trustee.
Uncertificated Accrued Interest: With respect to any Uncertificated Lower-Tier Regular Interest
for any Distribution Date, one month's interest at the related Uncertificated Pass-Through Rate for such
Distribution Date, accrued on the Uncertificated Principal Balance immediately prior to such Distribution Date.
Uncertificated Accrued Interest for the Uncertificated Lower-Tier Regular Interests shall accrue on the basis of
a 360-day year consisting of twelve 30-day months. For purposes of calculating the amount of Uncertificated
Accrued Interest for the Uncertificated Lower-Tier Regular Interests for any Distribution Date, any Prepayment
Interest Shortfalls or Relief Act Reduction (to the extent not covered by Compensating Interest) shall be
allocated among the Uncertificated Lower-Tier Regular Interests, pro rata, based on, and to the extent of,
Uncertificated Accrued Interest, as calculated without application of this sentence.
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Uncertificated Lower-Tier Regular Interests: As defined in the Preliminary Statement.
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amounts: For any Distribution
Date, the amounts by which the Uncertificated Principal Balances of Uncertificated Lower-Tier Regular Interests
Y-1, Y-2, Y-3 and Y-4 will be reduced on such Distribution Date by the allocation of Realized Losses and the
distribution of principal, determined as described in Appendix 1.
Uncertificated Lower-Tier Regular Interest Y-1: A regular interest in the Lower-Tier REMIC
that is held as an asset of the Upper-Tier REMIC, that has an initial principal balance equal to the related
Uncertificated Principal Balance, that bears interest at the related Uncertificated Pass-Through Rate, and that
has such other terms as are described herein.
Uncertificated Lower-Tier Regular Interest Y-1 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the Uncertificated Lower-Tier Regular Interest Y-1 Principal Reduction
Amount for such Distribution Date over the Realized Losses allocated to Uncertificated Lower-Tier Regular
Interest Y-1 on such Distribution Date in reduction of the Uncertificated Principal Balance thereof.
Uncertificated Lower-Tier Regular Interest Y-1 Principal Reduction Amount: The Uncertificated
Lower-Tier Regular Interest Y Principal Reduction Amount for Uncertificated Lower-Tier Regular Interest Y-1 as
determined pursuant to the provisions of Appendix 1.
Uncertificated Lower-Tier Regular Interest Y-2: A regular interest in the Lower-Tier REMIC
that is held as an asset of the Upper-Tier REMIC, that has an initial principal balance equal to the related
Uncertificated Principal Balance, that bears interest at the related Uncertificated Pass-Through Rate, and that
has such other terms as are described herein.
Uncertificated Lower-Tier Regular Interest Y-2 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the Uncertificated Lower-Tier Regular Interest Y-2 Principal Reduction
Amount for such Distribution Date over the Realized Losses allocated to Uncertificated Lower-Tier Regular
Interest Y-2 on such Distribution Date in reduction of the Uncertificated Principal Balance thereof.
Uncertificated Lower-Tier Regular Interest Y-2 Principal Reduction Amount: The Uncertificated
Lower-Tier Regular Interest Y Principal Reduction Amount for Uncertificated Lower-Tier Regular Interest Y-2 as
determined pursuant to the provisions of Appendix 1.
Uncertificated Lower-Tier Regular Interest Y-3: A regular interest in the Lower-Tier REMIC
that is held as an asset of the Upper-Tier REMIC, that has an initial principal balance equal to the related
Uncertificated Principal Balance, that bears interest at the related Uncertificated Pass-Through Rate, and that
has such other terms as are described herein.
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Uncertificated Lower-Tier Regular Interest Y-3 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the Uncertificated Lower-Tier Regular Interest Y-3 Principal Reduction
Amount for such Distribution Date over the Realized Losses allocated to Uncertificated Lower-Tier Regular
Interest Y-3 on such Distribution Date in reduction of the Uncertificated Principal Balance thereof.
Uncertificated Lower-Tier Regular Interest Y-3 Principal Reduction Amount: The Uncertificated
Lower-Tier Regular Interest Y Principal Reduction Amount for Uncertificated Lower-Tier Regular Interest Y-3 as
determined pursuant to the provisions of Appendix 1.
Uncertificated Lower-Tier Regular Interest Y-4: A regular interest in the Lower-Tier REMIC
that is held as an asset of the Upper-Tier REMIC, that has an initial principal balance equal to the related
Uncertificated Principal Balance, that bears interest at the related Uncertificated Pass-Through Rate, and that
has such other terms as are described herein.
Uncertificated Lower-Tier Regular Interest Y-4 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the Uncertificated Lower-Tier Regular Interest Y-4 Principal Reduction
Amount for such Distribution Date over the Realized Losses allocated to Uncertificated Lower-Tier Regular
Interest Y-4 on such Distribution Date in reduction of the Uncertificated Principal Balance thereof.
Uncertificated Lower-Tier Regular Interest Y-4 Principal Reduction Amount: The Uncertificated
Lower-Tier Regular Interest Y Principal Reduction Amount for Uncertificated Lower-Tier Regular Interest Y-4 as
determined pursuant to the provisions of Appendix 1.
Uncertificated Lower-Tier Y Regular Interests: Uncertificated Lower-Tier Regular Interests
Y-1, Y-2, Y-3 and Y-4.
Uncertificated Lower-Tier Regular Interest Z Principal Reduction Amounts: For any Distribution
Date, the amounts by which the Uncertificated Principal Balances of Uncertificated Lower-Tier Regular Interests
X-0, X-0, Z-3 and Z-4 will be reduced on such Distribution Date by the allocation of Realized Losses and the
distribution of principal, which shall be in each case the excess of (A) the sum of (x) the excess of the Pool
Distribution Amount for the related Loan Group (i.e. the "related Loan Group" for Uncertificated Lower-Tier
Regular Interest Z-1 is Loan Group 1, the "related Loan Group" for Uncertificated Lower-Tier Regular Interest Z-2
is the Loan Group 2, the "related Loan Group" for Uncertificated Lower-Tier Regular Interest Z-3 is Loan Group 3
and the "related Loan Group" for Uncertificated Lower-Tier Regular Interest Z-4 is Loan Group 4) over the sum of
the amounts thereof distributable (i) in respect of interest on such regular interest and the related
Uncertificated Lower-Tier Y Regular Interest, (ii) to such regular interest and the related Uncertificated
Lower-Tier Y Regular Interest pursuant to clause (e)(i) of the definition of "Lower-Tier Distribution Amount" and
(iii) in the case of the Group 1 Mortgage Loans, to the Class 1-A-R Certificates in respect of Component I
thereof and (y) the amount of Realized Losses allocable to principal for the related Loan Group over (B) the
related Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amount.
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Uncertificated Lower-Tier Regular Interest Z-1: A regular interest in the Lower-Tier REMIC
that is held as an asset of the Upper-Tier REMIC, that has an initial principal balance equal to the related
Uncertificated Principal Balance, that bears interest at the related Uncertificated Pass-Through Rate, and that
has such other terms as are described herein.
Uncertificated Lower-Tier Regular Interest Z-1 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the Uncertificated Lower-Tier Regular Interest Z-1 Principal Reduction
Amount for such Distribution Date over the Realized Losses allocated to Uncertificated Lower-Tier Regular
Interest Z-1 on such Distribution Date in reduction of the principal balance thereof.
Uncertificated Lower-Tier Regular Interest Z-1 Principal Reduction Amount: The Uncertificated
Lower-Tier Regular Interest Z Principal Reduction Amount for Uncertificated Lower-Tier Regular Interest Z-1 as
determined pursuant to the provisions of Appendix 1.
Uncertificated Lower-Tier Regular Interest Z-2: A regular interest in the Lower-Tier REMIC
that is held as an asset of the Upper-Tier REMIC, that has an initial principal balance equal to the related
Uncertificated Principal Balance, that bears interest at the related Uncertificated Pass-Through Rate, and that
has such other terms as are described herein.
Uncertificated Lower-Tier Regular Interest Z-2 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the Uncertificated Lower-Tier Regular Interest Z-2 Principal Reduction
Amount for such Distribution Date over the Realized Losses allocated to Uncertificated Lower-Tier Regular
Interest Z-2 on such Distribution Date in reduction of the principal balance thereof.
Uncertificated Lower-Tier Regular Interest Z-2 Principal Reduction Amount: The Uncertificated
Lower-Tier Regular Interest Z Principal Reduction Amount for Uncertificated Lower-Tier Regular Interest Z-2 as
determined pursuant to the provisions of Appendix 1.
Uncertificated Lower-Tier Regular Interest Z-3: A regular interest in the Lower-Tier REMIC
that is held as an asset of the Upper-Tier REMIC, that has an initial principal balance equal to the related
Uncertificated Principal Balance, that bears interest at the related Uncertificated Pass-Through Rate, and that
has such other terms as are described herein.
Uncertificated Lower-Tier Regular Interest Z-3 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the Uncertificated Lower-Tier Regular Interest Z-3 Principal Reduction
Amount for such Distribution Date over the Realized Losses allocated to Uncertificated Lower-Tier Regular
Interest Z-3 on such Distribution Date in reduction of the principal balance thereof.
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Uncertificated Lower-Tier Regular Interest Z-3 Principal Reduction Amount: The Uncertificated
Lower-Tier Regular Interest Z Principal Reduction Amount for Uncertificated Lower-Tier Regular Interest Z-3 as
determined pursuant to the provisions of Appendix 1.
Uncertificated Lower-Tier Regular Interest Z-4: A regular interest in the Lower-Tier REMIC
that is held as an asset of the Upper-Tier REMIC, that has an initial principal balance equal to the related
Uncertificated Principal Balance, that bears interest at the related Uncertificated Pass-Through Rate, and that
has such other terms as are described herein.
Uncertificated Lower-Tier Regular Interest Z-4 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the Uncertificated Lower-Tier Regular Interest Z-4 Principal Reduction
Amount for such Distribution Date over the Realized Losses allocated to Uncertificated Lower-Tier Regular
Interest Z-4 on such Distribution Date in reduction of the principal balance thereof.
Uncertificated Lower-Tier Regular Interest Z-4 Principal Reduction Amount: The Uncertificated
Lower-Tier Regular Interest Z Principal Reduction Amount for Uncertificated Lower-Tier Regular Interest Z-4 as
determined pursuant to the provisions of Appendix 1.
Uncertificated Pass-Through Rate: With respect to any Distribution Date and (i) Uncertificated
Lower-Tier Regular Interests Y-1 and Z-1, the Net WAC for Loan Group 1, (ii) Uncertificated Lower-Tier Regular
Interests Y-2 and Z-2, the Net WAC for Loan Group 2, (iii) Uncertificated Lower-Tier Regular Interests Y-3 and
Z-3, the Net WAC for Loan Group 3 and (iv) Uncertificated Lower-Tier Regular Interests Y-4 and Z-4, the Net WAC
for Loan Group 4.
Uncertificated Principal Balance: The principal amount of any Uncertificated Lower-Tier
Regular Interest outstanding as of any date of determination. The Uncertificated Principal Balance of each
Uncertificated Lower-Tier Regular Interest shall never be less than zero.
Underwriting Guidelines: With respect to the National City Mortgage Loans, the underwriting
guidelines of National City. With respect to the Fifth Third Mortgage Loans, the underwriting guidelines of
Fifth Third. With respect to the SunTrust Mortgage Loans, the underwriting guidelines of SunTrust. With respect
to the Xxxxx Fargo Mortgage Loans, the underwriting guidelines of Xxxxx Fargo.
Unscheduled Principal Payments: The amounts described in clauses (e), (f) and (g) of the
definition of Principal Amount.
Upper-Tier REMIC: As defined in the Preliminary Statement.
U.S. Bank: As defined in the recitals hereto.
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U.S. Person: 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).
Voting Rights: The portion of the voting rights of all of the Certificates which is allocated
to any Certificate. As of any date of determination, (a) 1% of all Voting Rights shall be allocated to the
Holders of the Residual Certificates and (b) the remaining Voting Rights shall be allocated among Holders of the
remaining Classes of Certificates in proportion to the Certificate Balances of their respective Certificates on
such date.
Xxxxx Fargo: As defined in the recitals hereto.
Xxxxx Fargo Mortgage Loans: The Mortgage Loans serviced by Xxxxx Fargo or any successor
thereto as a Servicer hereunder.
Section 1.02 Interest Calculations. All calculations of interest will be made on a 360-day
year consisting of twelve 30-day months. All dollar amounts calculated hereunder shall be rounded to the nearest
xxxxx with one-half of one xxxxx being rounded down.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery hereof, hereby sells,
transfers, assigns, sets over and otherwise conveys to the Trustee on behalf of the Trust for the benefit of the
Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Mortgage
Loans, including all interest and principal received on or with respect to the Mortgage Loans (other than
payments of principal and interest due and payable on the Mortgage Loans on or before the Cut-Off Date), all
accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment
property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals, consisting of,
arising from, or relating to, any of the foregoing, and all proceeds of the foregoing. The foregoing sale,
transfer, assignment and set over does not and is not intended to result in a creation of an assumption by the
Trustee of any obligation of the Depositor or any other Person in connection with the Mortgage Loans or any
agreement or instrument relating thereto, except as specifically set forth herein. In connection with the
conveyance by the Depositor of the Mortgage Loans, the Depositor further agrees, at its own expense, on or prior
to the Closing Date, to indicate on its books and records that the Mortgage Loans have been sold to the Trustee
on behalf of the Trust pursuant to this Agreement, and to deliver to the Trustee the Mortgage Loan Schedule. The
Mortgage Loan Schedule shall be marked as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-4 to this Agreement
and is hereby incorporated into and made a part of this Agreement.
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(b) In connection with such transfer and assignment, the Depositor has delivered or caused
to be delivered to the Custodian, on behalf of the Trustee, for the benefit of the Certificateholders, the
following documents or instruments with respect to each Mortgage Loan so assigned:
(i) the original Mortgage Note, endorsed by manual or facsimile signature either
(A) in blank or (B) in the following form: "Pay to the order of HSBC Bank USA, National Association, as
Trustee, without recourse," with all necessary intervening endorsements showing a complete chain of
endorsement from the originator to the Trustee (each such endorsement being sufficient to transfer all
right, title and interest of the party so endorsing in and to that Mortgage Note);
(ii) except as provided below, the original recorded Mortgage with evidence of a
recording thereon, or if any such Mortgage has not been returned from the applicable recording office or
has been lost, or if such public recording office retains the original recorded Mortgage, a copy of such
Mortgage certified by the Depositor as being a true and correct copy of the Mortgage, if such copy is
available;
(iii) subject to the provisos at the end of this paragraph, a duly executed
Assignment of Mortgage from the mortgagee or assignee of record either (A) in blank or (B) to "HSBC Bank
USA, National Association, as trustee for the holders of the Wachovia Mortgage Loan Trust, LLC Mortgage
Pass-Through Certificates, Series 2007-A Certificates" (which may be included in a blanket assignment or
assignments), together with, except as provided below, originals of all interim recorded assignments of
such mortgage or copies of such interim assignments certified by the Depositor as being true and
complete copies of the original recorded intervening assignments of mortgage (each such assignment, when
duly and validly completed, to be in recordable form and sufficient to effect the assignment of the
related Mortgage to the assignee thereof); provided that, if the related Mortgage has not been returned
from the applicable public recording office, such Assignment of Mortgage may exclude the information to
be provided by the recording office; and provided, further, if the related Mortgage has been recorded in
the name of Mortgage Electronic Registration Systems, Inc. ("MERS") or its designee, no Assignment of
Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Servicer
servicing such Mortgage shall take all actions as are necessary to cause the Trust or the Trustee to be
shown as the owner of the related Mortgage Loan on the records of MERS for purposes of the system of
recording transfers of mortgages maintained by MERS;
(iv) the originals of all assumption, modification, consolidation or extension
agreements, if any, with evidence of recording thereon, if any;
(v) the original or duplicate original mortgagee title insurance policy and all
riders thereto;
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(vi) the original of any guarantee executed in connection with the Mortgage Note;
(vii) for each Mortgage Loan, if any, which is secured by a residential long-term
lease, a copy of the lease with evidence of recording indicated thereon, or, if the lease is in the
process of being recorded, a photocopy of the lease, certified by an officer of the respective prior
owner of such Mortgage Loan or by the applicable title insurance company, closing/settlement/escrow
agent or company or closing attorney to be a true and correct copy of the lease transmitted for
recordation;
(viii) the original of any security agreement, chattel mortgage or equivalent
document executed in connection with the Mortgage; and
(ix) for each Mortgage Loan secured by Co-op Shares, the originals of the following
documents or instruments:
(A) The stock certificate;
(B) The stock power executed in blank;
(C) The executed proprietary lease;
(D) The executed recognition agreement;
(E) The executed assignment of recognition agreement, if any;
(F) The executed UCC-1 financing statement with evidence of recording
thereon; and
(G) Executed UCC-3 financing statements or other appropriate UCC
financing statements, evidencing a complete and unbroken line of assignments from the
mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for
recordation).
provided, however, that if the Depositor is unable to deliver or cause the delivery of any original Mortgage Note
due to the loss of such original Mortgage Note, the Depositor may deliver a Lost Note Affidavit together with a
copy of such Mortgage Note, if a copy is available, and shall thereby be deemed to have satisfied the document
delivery requirements of this Section 2.01(b).
If in connection with any Mortgage Loans, the Depositor cannot deliver (A) the Mortgage,
(B) all interim recorded assignments, (C) all assumption, modification, consolidation or extension agreements, if
any, or (D) the lender's title policy (together with all riders thereto) satisfying the requirements of clause
(ii), (iii), (iv) or (v) above, respectively, concurrently with the execution and delivery hereof because such
document or documents have not been returned from the applicable public recording office in the case of clause
(ii), (iii) or (iv) above, or because the title policy has not been delivered to either the Servicer servicing
such Mortgage Loan or the Depositor by the applicable title insurer in the case of clause (v) above, the
Depositor shall promptly deliver or cause to be delivered to the Custodian, in the case of clause (ii), (iii) or
(iv) above, such Mortgage, such interim assignment or such assumption, modification, consolidation or extension
agreement, as the case may be, with evidence of recording indicated thereon upon receipt thereof from the public
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recording office, but in no event shall any such delivery of any such documents or instruments be made later than
one year following the Closing Date, unless, in the case of clause (ii), (iii) or (iv) above, there has been a
continuing delay at the applicable recording office or, in the case of clause (v), there has been a continuing
delay at the applicable insurer and the Depositor has delivered an Officer's Certificate to such effect to the
Custodian. The Depositor shall forward or cause to be forwarded to the Custodian (1) from time to time
additional original documents evidencing an assumption or modification of a Mortgage Loan and (2) any other
documents required to be delivered by the Depositor or the related Servicer to the Custodian. In the event that
the original Mortgage is not delivered and in connection with the payment in full of the related Mortgage Loan
the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any
equivalent document, because only a copy of the Mortgage can be delivered with the instrument of satisfaction or
reconveyance, the Servicer servicing such Mortgage Loan shall prepare, execute and deliver or cause to be
prepared, executed and delivered, on behalf of the Trust, such a document to the public recording office.
As promptly as practicable subsequent to such transfer and assignment, and in any event, within
30 days thereafter, each Servicer shall (except for any Mortgage which has been recorded in the name of MERS or
its designee) (I) cause each Assignment of Mortgage to be in proper form for recording in the appropriate public
office for real property records within 30 days of the Closing Date and (II) at the Depositor's expense, cause to
be delivered for recording in the appropriate public office for real property records the Assignments of the
Mortgages in favor of the Trustee, except that, with respect to any Assignment of a Mortgage as to which such
Servicer has not received the information required to prepare such assignment in recordable form, such Servicer's
obligation to do so and to deliver the same for such recording shall be as soon as practicable after receipt of
such information and in any event within 30 days after the receipt thereof and, no recording of an Assignment of
Mortgage will be required in a state if recording is not required by the Rating Agencies to obtain the initial
ratings for the Certificates.
In the case of Mortgage Loans that have been prepaid in full as of the Closing Date, the
Depositor, in lieu of delivering the above documents to the Custodian will cause the Servicer servicing such
Mortgage Loan to deposit in the related Servicer Custodial Account the amount of such payment in full.
It is agreed and understood by the Depositor and the Trustee that none of the Mortgage Loans
are (a) loans subject to 12 CFR Section 226.31, 12 CFR Section 226.32 or 12 CFR Section 226.34, as amended, or
(b) "high cost home," "covered" (excluding home loans defined as "covered home loans" in the New Jersey Home
Ownership Security Act of 2002 that were originated between November 26, 2003 and July 7, 2004), "high risk home"
or "predatory" loans under any applicable state, federal or local law (or a similarly classified loan using
different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for
residential mortgage loans having high interest rates, points and/or fees).
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Section 2.02 Acceptance by the Custodian of the Mortgage Loans. Subject to the provisions
of the following paragraph, pursuant to the Custodial Agreement, the Custodian, on behalf of the Trustee,
declares that it will hold the documents referred to in Section 2.01 and the other documents delivered to it
constituting the Mortgage Files, and that it will hold such other assets as are included in the Trust Estate, in
trust for the exclusive use and benefit of all present and future Certificateholders. Upon execution of this
Agreement, the Custodian will deliver to the Depositor, the Certificate Administrator and the Trustee an initial
certification in the form of Exhibit O hereto, to the effect that, except as may be specified in the list of
exceptions attached thereto, it has received the Mortgage File for each Mortgage Loan on the Mortgage Loan
Schedule.
Within 90 days after the execution and delivery of this Agreement, the Custodian shall review
the Mortgage Files in its possession and will deliver to the Depositor, the Certificate Administrator and the
Trustee a final certification in the form of Exhibit P hereto. If, in the course of such review, the Custodian
finds any document described in Section 2.01(b)(i), (ii), (iii), (v) and (ix)(A), (B), (C), (D), (F) and (G)
which does not meet the requirements of Section 2.01 or is omitted from such Mortgage File, the Custodian shall
promptly so notify the related Servicer and the Depositor. In performing any such review, the Custodian may
conclusively rely on the purported genuineness of any such document and any signature thereon. It is understood
that the scope of the Custodian's review of the Mortgage Files is limited solely to confirming that the documents
listed in Section 2.01(b)(i), (ii), (iii), (v) and (ix)(A), (B), (C), (D), (F) and (G) have been received and
further confirming that any and all documents delivered pursuant to Section 2.01 appear on their face to have
been executed and relate to the Mortgage Loans identified in the Mortgage Loan Schedule. The Custodian shall not
have any responsibility for determining whether any document is valid and binding, whether the text of any
assignment or endorsement is in proper or recordable form, whether any document has been recorded in accordance
with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any
applicable jurisdiction. The Depositor hereby covenants and agrees that it will promptly correct or cure such
defect within 90 days from the date it was so notified of such defect and, if the Depositor does not correct or
cure such defect within such period, the Depositor will either (a) substitute for the related Mortgage Loan a
Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions
set forth below or (b) repurchase such Mortgage Loan from the Trustee at the Repurchase Price for such Mortgage
Loan; provided, however, that in no event shall such a substitution occur more than two years from the Closing
Date; provided, further, that such substitution or repurchase shall occur within 90 days of when such defect was
discovered if such defect will cause the Mortgage Loan not to be a "qualified mortgage" within the meaning of
Section 860G(a)(3) of the Code.
With respect to each Substitute Mortgage Loan, the Depositor shall deliver to the Custodian, on
behalf of the Trustee, for the benefit of the Certificateholders, the Mortgage Note, the Mortgage, the related
Assignment of Mortgage (except for any Mortgage which has been recorded in the name of MERS or its designee), and
such other documents and agreements as are otherwise required by Section 2.01, with the Mortgage Note endorsed
and the Mortgage assigned as required by Section 2.01(b)(i). No substitution is permitted to be made in any
calendar month after the Determination Date for such month. Monthly Payments due with respect to any such
Substitute Mortgage Loan in the month of substitution shall not be conveyed to the Trust and shall be retained by
the Depositor. For the month of substitution, distributions to Certificateholders will include the Monthly
Payment due for such month on any Defective Mortgage Loan for which the Depositor has substituted a Substitute
Mortgage Loan.
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The related Servicer shall amend the Mortgage Loan Schedule to reflect the removal of each
Mortgage Loan that has become a Defective Mortgage Loan and the substitution of the Substitute Mortgage Loan or
Loans and such Servicer shall deliver the amended Mortgage Loan Schedule to the Custodian, the Master Servicer,
the Certificate Administrator and the Trustee. Upon such substitution, each Substitute Mortgage Loan shall be
subject to the terms of this Agreement in all respects, and the Depositor shall be deemed to have made to the
Trustee with respect to such Substitute Mortgage Loan, as of the date of substitution, the representations and
warranties made pursuant to Section 2.04. Upon any such repurchase or substitution and the deposit to the
Collection Account of any required Repurchase Price or Substitution Adjustment Amount (as described in the next
paragraph), as applicable, and receipt of a Request for Release, the Custodian shall release the Mortgage File
relating to such Defective Mortgage Loan to the Depositor and shall execute and deliver at the Depositor's
direction such instruments of transfer or assignment prepared by the Depositor, in each case without recourse, as
shall be necessary to transfer to the Depositor, or its designee, any Defective Mortgage Loan repurchased or
substituted for pursuant to this Section 2.02.
For any month in which the Depositor substitutes one or more Substitute Mortgage Loans for one
or more Defective Mortgage Loans, the amount (if any) by which the aggregate principal balance of all such
Substitute Mortgage Loans in a Loan Group as of the date of substitution is less than the aggregate Stated
Principal Balance of all such Defective Mortgage Loans in such Loan Group (the "Substitution Adjustment Amount"
for such Loan Group) plus an amount equal to the aggregate of any unreimbursed Advances with respect to such
Defective Mortgage Loans shall be deposited into the Collection Account by the Depositor on or before the
Remittance Date for the Distribution Date in the month succeeding the calendar month during which the related
Mortgage Loan is required to be repurchased or replaced hereunder.
The Custodian shall retain possession and custody of each Mortgage File in accordance with and
subject to the terms and conditions set forth in the Custodial Agreement. Each Servicer shall promptly deliver
to the Custodian, upon the execution or, in the case of documents requiring recording, receipt thereof, the
originals of such other documents or instruments constituting the Mortgage File as come into each Servicer's
possession from time to time.
It is understood and agreed that the obligation of the Depositor to substitute for or to
repurchase any Mortgage Loan which does not meet the requirements of Section 2.01 shall constitute the sole
remedy respecting such defect available to the Trustee and any Certificateholder against the Depositor.
None of the Certificate Administrator, the Master Servicer, the Trustee or the Custodian shall
be under any duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates
or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or
that they are other than what they purport to be on their face or (ii) to determine whether any Mortgage File
should include any of the documents specified in Section 2.01(b)(iv), (vi), (vii) and (viii) and (ix)(E).
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Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the
Servicers.
(a) National City hereby makes the following representations and warranties to the
Depositor, the Master Servicer, the Certificate Administrator and the Trustee, as of the Closing Date:
(i) National City is a corporation duly organized, validly existing, and in good standing
under the laws of Ohio and has all licenses necessary to carry on its business as now being conducted
and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is
located if the laws of such state require licensing or qualification in order to conduct business of the
type conducted by National City. National City has power and authority to execute and deliver this
Agreement and to perform in accordance herewith; the execution, delivery and performance of this
Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by National
City and the consummation of the transactions contemplated hereby have been duly and validly
authorized. This Agreement, assuming due authorization, execution and delivery by the other parties
hereto, evidences the valid, binding and enforceable obligation of National City, except as
enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium,
reorganization or other similar laws affecting the enforcement of the rights of creditors and (B)
general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All
requisite corporate action has been taken by National City to make this Agreement valid and binding upon
National City in accordance with its terms.
(ii) No consent, approval, authorization or order is required for the transactions
contemplated by this Agreement from any court, governmental agency or body, or federal or state
regulatory authority having jurisdiction over National City or, if required, such consent, approval,
authorization or order has been or will, prior to the Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of National City and will not result in the breach of any term or provision
of the charter or by-laws of National City or result in the breach of any term or provision of, or
conflict with or constitute a default under or result in the acceleration of any obligation under, any
agreement, indenture or loan or credit agreement or other instrument to which National City or its
property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree
to which National City or its property is subject.
(iv) There is no action, suit, proceeding or investigation pending or, to the best
knowledge of National City, threatened against National City which, either individually or in the
aggregate, would result in any material adverse change in the business, operations, financial condition,
properties or assets of National City, or in any material impairment of the right or ability of National
City to carry on its business substantially as now conducted or which would draw into question the
validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection
with the obligations of National City contemplated herein, or which would materially impair the ability
of National City to perform under the terms of this Agreement.
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(v) Each Mortgage Loan serviced by National City was originated (A) by a savings and loan
association, savings bank, commercial bank, credit union, insurance company or similar institution that
is supervised and examined by a federal or state authority, or (B) by a mortgagee approved by the
Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act,
as amended.
(vi) No Mortgage Loan serviced by National City is secured by a Mortgage on a leasehold
estate.
The representations and warranties made pursuant to this Section 2.03(a) shall survive delivery
of the respective Mortgage Files for the National City Mortgage Loans to the Custodian.
(b) Fifth Third hereby makes the following representations and warranties to the
Depositor, the Master Servicer, the Certificate Administrator and the Trustee, as of the Closing Date:
(i) Fifth Third is a corporation duly organized, validly existing, and in good standing
under the laws of Ohio and has all licenses necessary to carry on its business as now being conducted
and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is
located if the laws of such state require licensing or qualification in order to conduct business of the
type conducted by Fifth Third. Fifth Third has power and authority to execute and deliver this
Agreement and to perform in accordance herewith; the execution, delivery and performance of this
Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by Fifth
Third and the consummation of the transactions contemplated hereby have been duly and validly
authorized. This Agreement, assuming due authorization, execution and delivery by the other parties
hereto, evidences the valid, binding and enforceable obligation of Fifth Third, except as enforceability
may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or
other similar laws affecting the enforcement of the rights of creditors and (B) general principles of
equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate
action has been taken by Fifth Third to make this Agreement valid and binding upon Fifth Third in
accordance with its terms.
(ii) No consent, approval, authorization or order is required for the transactions
contemplated by this Agreement from any court, governmental agency or body, or federal or state
regulatory authority having jurisdiction over Fifth Third or, if required, such consent, approval,
authorization or order has been or will, prior to the Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of Fifth Third and will not result in the breach of any term or provision of
the charter or by-laws of Fifth Third or result in the breach of any term or provision of, or conflict
with or constitute a default under or result in the acceleration of any obligation under, any agreement,
indenture or loan or credit agreement or other instrument to which Fifth Third or its property is
subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which
Fifth Third or its property is subject.
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(iv) There is no action, suit, proceeding or investigation pending or, to the best
knowledge of Fifth Third, threatened against Fifth Third which, either individually or in the aggregate,
would result in any material adverse change in the business, operations, financial condition, properties
or assets of Fifth Third, or in any material impairment of the right or ability of Fifth Third to carry
on its business substantially as now conducted or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations
of Fifth Third contemplated herein, or which would materially impair the ability of Fifth Third to
perform under the terms of this Agreement.
(v) Each Mortgage Loan serviced by Fifth Third was originated (A) by a savings and loan
association, savings bank, commercial bank, credit union, insurance company or similar institution that
is supervised and examined by a federal or state authority, or (B) by a mortgagee approved by the
Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act,
as amended.
(vi) No Mortgage Loan serviced by Fifth Third is secured by a Mortgage on a leasehold
estate.
The representations and warranties made pursuant to this Section 2.03(b) shall survive delivery
of the respective Mortgage Files for the Fifth Third Mortgage Loans to the Custodian.
(c) SunTrust hereby makes the following representations and warranties to the Depositor,
the Master Servicer, the Certificate Administrator and the Trustee, as of the Closing Date:
(i) SunTrust is a corporation duly organized, validly existing, and in good standing under
the laws of Virginia and has all licenses necessary to carry on its business as now being conducted and
is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located
if the laws of such state require licensing or qualification in order to conduct business of the type
conducted by SunTrust. SunTrust has power and authority to execute and deliver this Agreement and to
perform in accordance herewith; the execution, delivery and performance of this Agreement (including all
instruments of transfer to be delivered pursuant to this Agreement) by SunTrust and the consummation of
the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming
due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and
enforceable obligation of SunTrust, except as enforceability may be limited by (A) bankruptcy,
insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the
enforcement of the rights of creditors and (B) general principles of equity, whether enforcement is
sought in a proceeding in equity or at law. All requisite corporate action has been taken by SunTrust
to make this Agreement valid and binding upon SunTrust in accordance with its terms.
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(ii) No consent, approval, authorization or order is required for the transactions
contemplated by this Agreement from any court, governmental agency or body, or federal or state
regulatory authority having jurisdiction over SunTrust or, if required, such consent, approval,
authorization or order has been or will, prior to the Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of SunTrust and will not result in the breach of any term or provision of
the charter or by-laws of SunTrust or result in the breach of any term or provision of, or conflict with
or constitute a default under or result in the acceleration of any obligation under, any agreement,
indenture or loan or credit agreement or other instrument to which SunTrust or its property is subject,
or result in the violation of any law, rule, regulation, order, judgment or decree to which SunTrust or
its property is subject.
(iv) There is no action, suit, proceeding or investigation pending or, to the best
knowledge of SunTrust, threatened against SunTrust which, either individually or in the aggregate, would
result in any material adverse change in the business, operations, financial condition, properties or
assets of SunTrust, or in any material impairment of the right or ability of SunTrust to carry on its
business substantially as now conducted or which would draw into question the validity of this Agreement
or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of
SunTrust contemplated herein, or which would materially impair the ability of SunTrust to perform under
the terms of this Agreement.
(v) Each Mortgage Loan serviced by SunTrust was originated (A) by a savings and loan
association, savings bank, commercial bank, credit union, insurance company or similar institution that
is supervised and examined by a federal or state authority, or (B) by a mortgagee approved by the
Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act,
as amended.
(vi) No Mortgage Loan serviced by SunTrust is secured by a Mortgage on a leasehold estate.
The representations and warranties made pursuant to this Section 2.03(c) shall survive delivery
of the respective Mortgage Files for the SunTrust Mortgage Loans to the Custodian.
(d) Xxxxx Fargo hereby makes the following representations and warranties to the
Depositor, the Master Servicer, the Certificate Administrator and the Trustee, as of the Closing Date:
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(i) Xxxxx Fargo is a national banking association duly organized, validly existing, and in
good standing under the federal laws of the United States of America and has all licenses necessary to
carry on its business as now being conducted. Xxxxx Fargo has power and authority to execute and
deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of
this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by
Xxxxx Fargo and the consummation of the transactions contemplated hereby have been duly and validly
authorized. This Agreement, assuming due authorization, execution and delivery by the other parties
hereto, evidences the valid, binding and enforceable obligation of Xxxxx Fargo, except as enforceability
may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or
other similar laws affecting the enforcement of the rights of creditors and (B) general principles of
equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate
action has been taken by Xxxxx Fargo to make this Agreement valid and binding upon Xxxxx Fargo in
accordance with its terms.
(ii) No consent, approval, authorization or order is required for the transactions
contemplated by this Agreement from any court, governmental agency or body, or federal or state
regulatory authority having jurisdiction over Xxxxx Fargo or, if required, such consent, approval,
authorization or order has been or will, prior to the Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of Xxxxx Fargo and will not result in the breach of any term or provision of
the charter or by-laws of Xxxxx Fargo or result in the breach of any term or provision of, or conflict
with or constitute a default under or result in the acceleration of any obligation under, any agreement,
indenture or loan or credit agreement or other instrument to which Xxxxx Fargo or its property is
subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which
Xxxxx Fargo or its property is subject.
(iv) There is no action, suit, proceeding or investigation pending or, to the best
knowledge of Xxxxx Fargo, threatened against Xxxxx Fargo which, either individually or in the aggregate,
would result in any material adverse change in the business, operations, financial condition, properties
or assets of Xxxxx Fargo, or in any material impairment of the right or ability of Xxxxx Fargo to carry
on its business substantially as now conducted or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations
of Xxxxx Fargo contemplated herein, or which would materially impair the ability of Xxxxx Fargo to
perform under the terms of this Agreement.
The representations and warranties made pursuant to this Section 2.03(d) shall survive delivery
of the respective Mortgage Files for the Xxxxx Fargo Mortgage Loans to the Custodian.
(e) U.S. Bank hereby makes the following representations and warranties to the Depositor,
the Trustee and the Servicers, as of the Closing Date:
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(i) U.S. Bank is a national banking association duly organized, validly existing, and in
good standing under the federal laws of the United States of America and has all licenses necessary to
carry on its business as now being conducted. U.S. Bank has power and authority to execute and deliver
this Agreement and to perform in accordance herewith; the execution, delivery and performance of this
Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by U.S.
Bank and the consummation of the transactions contemplated hereby have been duly and validly
authorized. This Agreement, assuming due authorization, execution and delivery by the other parties
hereto, evidences the valid, binding and enforceable obligation of U.S. Bank, except as enforceability
may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or
other similar laws affecting the enforcement of the rights of creditors and (B) general principles of
equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate
action has been taken by U.S. Bank to make this Agreement valid and binding upon U.S. Bank in accordance
with its terms.
(ii) No consent, approval, authorization or order is required for the transactions
contemplated by this Agreement from any court, governmental agency or body, or federal or state
regulatory authority having jurisdiction over U.S. Bank or, if required, such consent, approval,
authorization or order has been or will, prior to the Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of U.S. Bank and will not result in the breach of any term or provision of
the charter or by-laws of U.S. Bank or result in the breach of any term or provision of, or conflict
with or constitute a default under or result in the acceleration of any obligation under, any agreement,
indenture or loan or credit agreement or other instrument to which U.S. Bank or its property is subject,
or result in the violation of any law, rule, regulation, order, judgment or decree to which U.S. Bank or
its property is subject.
(iv) There is no action, suit, proceeding or investigation pending or, to the best
knowledge of U.S. Bank, threatened against U.S. Bank which, either individually or in the aggregate,
would result in any material adverse change in the business, operations, financial condition, properties
or assets of U.S. Bank, or in any material impairment of the right or ability of U.S. Bank to carry on
its business substantially as now conducted or which would draw into question the validity of this
Agreement or of any action taken or to be taken in connection with the obligations of U.S. Bank
contemplated herein, or which would materially impair the ability of U.S. Bank to perform under the
terms of this Agreement.
(f) The Trustee hereby makes the following representations and warranties to the
Depositor, the Certificate Administrator, the Master Servicer and the Servicers, as of the Closing Date:
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(i) The Trustee is a national banking association duly organized, validly existing, and in
good standing under the federal laws of the United States of America. The Trustee has power and
authority to execute and deliver this Agreement and to perform in accordance herewith; the execution,
delivery and performance of this Agreement (including all instruments of transfer to be delivered
pursuant to this Agreement) by the Trustee and the consummation of the transactions contemplated hereby
have been duly and validly authorized. This Agreement, assuming due authorization, execution and
delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the
Trustee, except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights
of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in
equity or at law. All requisite corporate action has been taken by the Trustee to make this Agreement
valid and binding upon the Trustee in accordance with its terms.
(ii) No consent, approval, authorization or order is required for the transactions
contemplated by this Agreement from any court, governmental agency or body, or federal or state
regulatory authority having jurisdiction over the Trustee or, if required, such consent, approval,
authorization or order has been or will, prior to the Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of the Trustee and will not result in the breach of any term or provision of
the charter or by-laws of the Trustee or result in the breach of any term or provision of, or conflict
with or constitute a default under or result in the acceleration of any obligation under, any agreement,
indenture or loan or credit agreement or other instrument to which the Trustee or its property is
subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the
Trustee or its property is subject.
(iv) There is no action, suit, proceeding or investigation pending or, to the best
knowledge of the Trustee, threatened against the Trustee which, either individually or in the aggregate,
would draw into question the validity of this Agreement or of any action taken or to be taken in
connection with the obligations of the Trustee contemplated herein, or which would materially impair the
ability of the Trustee to perform under the terms of this Agreement.
Section 2.04 Assignment of Interest in the Mortgage Loan Purchase Agreement; Depositor
Representations and Warranties.
(a) The Depositor hereby assigns to the Trustee all of its right, title and interest in
the Mortgage Loan Purchase Agreement, including but not limited to the representations and warranties of the
Seller set forth in Section 7 thereof. The obligations of the Seller under the Mortgage Loan Purchase Agreement
to substitute or repurchase, as applicable, a Mortgage Loan as to which a representation set forth in Section 7
thereof is breached shall be the Trustee's and the Certificateholders' sole remedy for such breach. At the
request of the Certificate Administrator, the Depositor shall take such actions as may be necessary to enable the
Certificate Administrator to enforce such representations and the obligations of the Seller with respect thereto
and shall execute such further documents as the Certificate Administrator may reasonably require in order to
enable the Certificate Administrator to carry out such enforcement.
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(b) If the Depositor, the Certificate Administrator, the Master Servicer, a Servicer, or
the Trustee discovers a breach of any of the representations and warranties set forth in the Mortgage Loan
Purchase Agreement, which breach materially and adversely affects the value of the interests of
Certificateholders or the Trustee in the related Mortgage Loan, the party discovering the breach shall give
prompt written notice of the breach to the other parties and the Seller. Upon receipt by the Custodian of a
Request for Release and by the Custodian or the applicable Servicer of the applicable Substitute Mortgage Loans,
Repurchase Prices, or Substitution Adjustment Amounts (as such terms are defined in the Mortgage Loan Purchase
Agreement) from the Seller as provided in the Mortgage Loan Purchase Agreement, the Custodian and the applicable
Servicer shall notify the Trustee, the Custodian shall release to the Seller the related Mortgage File, and the
Trustee shall execute and deliver all instruments of transfer or assignment furnished to it by the Seller,
without recourse, representation or warranty, as are necessary to transfer to the Seller the Mortgage Loan or any
property acquired with respect thereto. The related Servicer shall amend the Mortgage Loan Schedule to reflect
such repurchase. The Custodian shall also amend its records to reflect such repurchase and shall promptly notify
the Trustee, the Master Servicer and the Certificate Administrator of such amendment. If the Seller delivers a
Substitute Mortgage Loan, the Custodian shall examine the Mortgage File for any Substitute Mortgage Loan in the
manner set forth in Section 2.02(a).
(c) The Depositor makes the following representations and warranties to the parties hereto
as to the Mortgage Loans on which the Trustee is deemed to have relied in acquiring the Mortgage Loans. Such
representations and warranties speak as of the Closing Date, but shall survive until the termination of this
Agreement. Such representations and warranties shall not be waived by any of the parties to this Agreement:
(i) This Agreement creates a valid and continuing security interest (as defined in the
Uniform Commercial Code as in force in the relevant jurisdiction) in the Mortgage Loans in favor of the
Trustee, which security interest is prior to all other liens, and is enforceable as such as against
creditors of and purchasers from the Depositor.
(ii) The Mortgage Loans constitute "instruments" within the meaning of the Uniform
Commercial Code as in force in the relevant jurisdiction.
(iii) The Depositor owns and has good and marketable title to the Mortgage Loans free and
clear of any lien, claim or encumbrance of any Person.
(iv) The Depositor has received all consents and approvals required by the terms of the
Mortgage Loans to the sale of the Mortgage Loans hereunder to the Trustee.
(v) The Depositor has caused or will have caused, within ten days, the filing of all
appropriate financing statements in the proper filing office in the appropriate jurisdictions under
applicable law in order to perfect the security interest in the Mortgage Loans granted to the Trustee
hereunder.
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(vi) Other than the security interest granted to the Trustee pursuant to this Agreement,
the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any
of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing
statements against the Depositor that include a description of collateral covering the Mortgage Loans
other than any financing statement relating to the security interest granted to the Trustee hereunder or
that has been terminated. Debtor is not aware of any judgment or tax lien filings against it.
(vii) The Custodian has in its possession all original copies of the Mortgage Notes that
constitute or evidence the Mortgage Loans. The Mortgage Notes that constitute or evidence the Mortgage
Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise
conveyed to any Person other than the Trustee. All financing statements filed or to be filed against
the Depositor in favor of the Trustee in connection herewith describing the Mortgage Loans contain a
statement to the following effect: "A purchase of or security interest in any collateral described in
this financing statement will violate the rights of the secured party as more fully described in, and
subject to the terms of, the related transaction documents."
(d) The Depositor hereby covenants to maintain the perfection and priority of the security
interest of the Trustee created by this Agreement.
Section 2.05 Intent of Parties and Protection of Title.
(a) It is the express intent of the Depositor and the Trustee that the transfer of the
Mortgage Loans by the Depositor to the Trustee pursuant to Section 2.01(a) be, and be construed as, an absolute
sale of the Mortgage Loans. It is, further, not the intention of such parties that such transfer be deemed the
grant of a security interest in the Mortgage Loans by the Depositor to the Trustee to secure a debt or other
obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage
Loans are held to be the property of the Depositor, or if for any other reason this Agreement is held or deemed
to create a security interest in the Mortgage Loans, then: (1) this Agreement shall constitute a security
agreement, and (2) the transfer of the Mortgage Loans provided for in Section 2.01(a) shall be deemed to be a
grant by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all of the
Depositor's obligations hereunder, a security interest in all of the Depositor's right, title, and interest,
whether now owned or hereafter acquired, in and to (i) the Mortgage Loans, (ii) all accounts, chattel paper,
deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit
rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to,
any of the foregoing; and (iii) all proceeds of the foregoing.
(b) The Depositor shall file such financing statements, and the Depositor, the Servicers,
and the Trustee (or the Certificate Administrator on behalf of the Trustee) at the direction of the Depositor
shall, to the extent consistent with this Agreement, take such other actions as may be necessary to ensure that,
if this Agreement were found to create a security interest in the Mortgage Loans, such security interest would be
a perfected security interest of first priority under applicable law and will be maintained as such throughout
the term of the Agreement. In connection herewith, the Trustee shall have all of the rights and remedies of a
secured party under the Uniform Commercial Code as in force in the relevant jurisdiction.
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(c) It is the express intent of the parties hereto that the transfer of the Uncertificated
Lower-Tier Regular Interests by the Depositor to the Trustee pursuant to this Agreement be, and be construed as,
an absolute sale of the Uncertificated Lower-Tier Regular Interests. It is, further, not the intention of the
parties that such transfer be deemed the grant of a security interest in the Uncertificated Lower-Tier Regular
Interests by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the
event that, notwithstanding the intent of the parties, the Uncertificated Lower-Tier Regular Interests are held
to be the property of the Depositor, or if for any other reason this Agreement is held or deemed to create a
security interest in the Uncertificated Lower-Tier Regular Interests, then: (1) this Agreement shall constitute a
security agreement, and (2) the transfer of the Uncertificated Lower-Tier Regular Interests provided for in this
Agreement shall be deemed to be a grant by the Depositor to the Trustee of, and the Depositor hereby grants to
the Trustee, to secure all of the Depositor's obligations hereunder, a security interest in all of the
Depositor's right, title, and interest, whether now owned or hereafter acquired, in and to (i) the Uncertificated
Lower-Tier Regular Interests, including all rights represented thereby in and to the Mortgage Loans and the
proceeds thereof, (ii) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods,
instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other
minerals, consisting of, arising from, or relating to, any of the foregoing; and (iii) all proceeds of the
foregoing.
(d) The Depositor shall file such financing statements, and the Depositor, the Servicers,
and the Trustee (or the Certificate Administrator on behalf of the Trustee) at the direction of the Depositor
shall, to the extent consistent with this Agreement, take such other actions as may be necessary to ensure that,
if this Agreement were found to create a security interest in the Uncertificated Lower-Tier Regular Interests,
such security interest would be a perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of the Agreement. In connection herewith, the Trustee shall have all of
the rights and remedies of a secured party under the Uniform Commercial Code as in force in the relevant
jurisdiction.
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Section 2.06 Designation of Interests in the REMIC. The Depositor hereby designates the
Classes of Class A Certificates (other than the Class 1-A-R Certificates) and the Classes of Class B Certificates
as classes of "regular interests" and Component II of the Class 1-A-R Certificates 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 Depositor hereby further designates each Uncertificated Lower-Tier Regular Interest as classes
of "regular interests" and Component I of the Class 1-A-R Certificates 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.
Section 2.07 Designation of Start-up Day. The Closing Date is hereby designated as the
"start-up day" of each of the Upper-Tier REMIC and Lower-Tier REMIC within the meaning of Section 860G(a)(9) of
the Code.
Section 2.08 REMIC Certificate Maturity Date. Solely for purposes of satisfying Section
1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest possible maturity date" of the regular interests in
the Upper-Tier REMIC and Lower-Tier REMIC is March 1, 2037 (the "REMIC Certificate Maturity Date").
Section 2.09 Receipt of Trust Estate; Execution and Delivery of Certificates. The Trustee
acknowledges the issuance of and hereby declares that it holds the Uncertificated Lower-Tier Regular Interests on
behalf of the Upper-Tier REMIC and the Certificateholders, and acknowledges receipt of the Mortgage Loans and
Uncertificated Lower-Tier Regular Interests, together with all other assets included in the definition of "Trust
Estate." The Certificate Administrator has executed and delivered to or upon the order of the Depositor
Certificates in authorized denominations which, together with the Uncertificated Lower-Tier Regular Interests,
evidence ownership of the entire Trust Estate.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicers to Service Mortgage Loans. For and on behalf of the
Certificateholders, National City (or any successor Servicer thereto) shall service and administer the National
City Mortgage Loans, Fifth Third (or any successor Servicer thereto) shall service and administer the Fifth Third
Mortgage Loans, SunTrust (or any successor Servicer thereto) shall service and administer the SunTrust Mortgage
Loans, and Xxxxx Fargo (or any successor Servicer thereto) shall service and administer the Xxxxx Fargo Mortgage
Loans, in each case in accordance with the terms of this Agreement, the Customary Servicing Procedures applicable
to such Servicer, all applicable requirements of the Servicing Criteria, applicable law and the terms of the
related Mortgage Notes and Mortgages. In connection with such servicing and administration, each Servicer shall
have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02, to do or
cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and
administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to
execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any
Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided
in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage
Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged
Property securing any Mortgage Loan it services. Each Servicer shall represent and protect the interests of the
Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim,
proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or
amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting the
generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor
and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any
Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on
behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments,
with respect to the Mortgage Loans it services, and with respect to the related Mortgaged Properties held for the
benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee
such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable
such Servicer to service and administer the Mortgage Loans it services to the extent that such Servicer is not
permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such
documents, the Depositor and/or the Trustee, upon the direction of such Servicer, shall promptly execute such
documents and deliver them to such Servicer.
In accordance with the standards of the preceding paragraph, each Servicer shall advance or
cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the
Mortgaged Properties relating to the Mortgage Loans it services, which Servicing Advances shall be reimbursable
in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as
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provided in Section 3.11. The costs, if any, incurred by a Servicer in effecting the timely payments of taxes
and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of
calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. However, advances for
taxes may be capitalized in accordance with a loan modification pursuant to Section 3.21.
The relationship of each Servicer (and of any successor to such Servicer as servicer under this
Agreement) to the Trustee, the Master Servicer, the Certificateholders and the Certificate Administrator 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. In the event of any conflict, inconsistency or discrepancy between any servicing
provision of this Agreement and any servicing provision of any servicing agreement between the Seller and any
Servicer, the provisions of this Agreement shall control and be binding upon the Seller and such Servicer.
Section 3.02 Subservicing and Subcontracting; Enforcement of the Obligations of Servicers.
(a) Each Servicer may arrange for the subservicing of any Mortgage Loan it services by a
Subservicer pursuant to a Subservicing Agreement; provided, however, that such subservicing arrangement and the
terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loan in a manner
consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any
Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between a
Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the related Servicer
shall remain obligated and liable to the Depositor, the Trustee and the Certificateholders for the servicing and
administration of the Mortgage Loans it services in accordance with the provisions of this Agreement without
diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue
of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if such
Servicer alone were servicing and administering those Mortgage Loans. All actions of each Subservicer performed
pursuant to the related Subservicing Agreement shall be performed as agent of the related Servicer with the same
force and effect as if performed directly by such Servicer.
(b) For purposes of this Agreement, each Servicer shall be deemed to have received any
collections, recoveries or payments with respect to the Mortgage Loans it services that are received by a
Subservicer regardless of whether such payments are remitted by the Subservicer to such Servicer.
(c) As part of its servicing activities hereunder, each Servicer, for the benefit of the
Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each
Subservicer engaged by such Servicer under the related Subservicing Agreement, to the extent that the
non-performance of any such obligation would have a material and adverse effect on a Mortgage Loan. Such
enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing
Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent
and at such time as such Servicer, in its good faith business judgment, would require were it the owner of the
related Mortgage Loans. Such Servicer shall pay the costs of such enforcement at its own expense, and shall be
reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of
costs, expenses or attorneys fees against the party against whom such enforcement is directed.
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(d) Any Subservicing Agreement entered into by a Servicer shall provide that it may be
assumed or terminated by the Master Servicer, if the Master Servicer has assumed the duties of a Servicer, or any
successor Servicer, at the Master Servicer's or successor Servicer's option, as applicable, without cost or
obligation to the assuming or terminating party or the Trust, upon the assumption by such party of the
obligations of the Servicer pursuant to Section 8.05. Each Servicer shall be solely responsible for any fees and
expenses payable to any Subservicer in connection with the assumption or termination of any Subservicing
Agreement.
Any Subservicing Agreement, and any other transactions or services relating to the Mortgage
Loans involving a Subservicer, shall be deemed to be between the related Servicer and such Subservicer alone, and
the Trustee, the Master Servicer, the Certificate Administrator and the Certificateholders shall not be deemed
parties thereto and shall have no obligations, duties or liabilities to or with respect to the Subservicer or its
officers, directors or employees, except as set forth in Section 3.01.
(e) A Servicer shall not permit a Subservicer to perform any servicing responsibilities
hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Servicer
to deliver:
(i) an Item 1123 Certficate, an Assessment of Compliance, an Accountant's
Attestation and a Back-Up Certification in such manner and at such times that permits that Servicer to
comply with Sections 12.06, 12.07, 12.08 and 12.09 of this Agreement, respectively; and
(ii) a description of (A) any litigation or governmental proceedings pending
against such Subservicer that are material to Certificateholders, (B) any affiliations or relationships
between such Subservicer and any Servicer, the Master Servicer, the Certificate Administrator, the
Custodian or the Trustee, and (C) any litigation or affiliations described in clauses (A) or (B) above,
respectively, that occur or arise after such Subservicer agrees to perform any servicing
responsibilities hereunder. Each such description shall be delivered to the related Servicer in such
manner and at such times that permits the Servicer to comply with Sections 12.02 and 12.04 of this
Agreement.
(f) A Servicer shall not outsource one or more separate servicing functions hereunder with
respect to the Mortgage Loans to any Subcontractor unless that Subcontractor first agrees in writing with such
Servicer to deliver an Assessment of Compliance and an Accountant's Attestation in such manner and at such times
that permits that Servicer to comply with Sections 12.07 and 12.08 of this Agreement.
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Section 3.03 Fidelity Bond; Errors and Omissions Insurance.
Each Servicer shall maintain, at its own expense, and provide evidence thereof to the Master
Servicer upon request, a blanket fidelity bond and an errors and omissions insurance policy, with broad coverage
on all officers, employees or other persons acting in any capacity requiring such persons to handle funds, money,
documents or papers relating to the Mortgage Loans it services. These policies must insure the related Servicer
against losses resulting from dishonest or fraudulent acts committed by such Servicer's personnel, any employees
of outside firms that provide data processing services for such Servicer, and temporary contract employees or
student interns. Such fidelity bond shall also protect and insure such Servicer against losses in connection
with the release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness
secured thereby. No provision of this Section 3.03 requiring such fidelity bond and errors and omissions
insurance shall diminish or relieve a Servicer from its duties and obligations as set forth in this Agreement.
The minimum coverage under any such bond and insurance policy shall be at least equal to the corresponding
amounts required by FNMA in the FNMA Servicing Guide or by FHLMC in the FHLMC Sellers' & Servicers' Guide, as
amended or restated from time to time, or in an amount as may be permitted to the Servicer by express waiver of
FNMA or FHLMC.
The Master Servicer shall maintain, at its own expense, a blanket fidelity bond and an errors
and omissions insurance policy, affording coverage with respect to all directors, officers, employees and other
Persons acting on the Master Servicer's behalf, and covering errors and omissions in the performance of the
Master Servicer's obligations hereunder. The errors and omissions insurance policy and the fidelity bond shall
be in such form and amount generally acceptable for entities serving as master servicers.
Section 3.04 Access to Certain Documentation.
The Master Servicer and each Servicer shall provide to the OTS and the FDIC and to comparable
regulatory authorities supervising Holders of Subordinate Certificates and the examiners and supervisory agents
of the OTS, the FDIC and such other authorities, access to the documentation required by applicable regulations
of the OTS and the FDIC with respect to the Mortgage Loans. Such access shall be afforded without charge, but
only upon reasonable and prior written request and during normal business hours at the offices designated by the
Master Servicer and each Servicer. Nothing in this Section 3.04 shall limit the obligation of the Master
Servicer or a Servicer to observe any applicable law, and the failure of the Master Servicer or such Servicer to
provide access as provided in this Section 3.04 as a result of such obligation shall not constitute a breach of
this Section 3.04.
Section 3.05 Maintenance of Primary Insurance Policy; Claims.
With respect to each Mortgage Loan which was covered by a Primary Insurance Policy on the
Cut-off Date, or the date that such Mortgage Loan is transferred to the Trustee, the Servicer servicing such
Mortgage Loan shall, without any cost to the Trust Estate, maintain or cause the Mortgagor to maintain in full
force and effect a Primary Insurance Policy insuring that portion of the Mortgage Loan in excess of a percentage
in conformity with FNMA requirements. Each Servicer shall pay or shall cause the Mortgagor to pay the premium
thereon on a timely basis, at least until the Loan-to-Value Ratio of such Mortgage Loan is reduced to 80% or such
other Loan-to-Value Ratio as may be required by law. If such Primary Insurance Policy is terminated, the related
Servicer shall obtain from another insurer a comparable replacement policy, with a total coverage equal to the
remaining coverage of such terminated Primary Insurance Policy. If the insurer shall cease to be an insurer
acceptable to FNMA, such Servicer shall notify the Trustee in writing, it being understood that such Servicer
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shall not have any responsibility or liability for any failure to recover under the Primary Insurance Policy for
such reason. If the related Servicer determines that recoveries under the Primary Insurance Policy are
jeopardized by the financial condition of the insurer, such Servicer shall obtain from another insurer which
meets the requirements of this Section 3.05 a replacement insurance policy. No Servicer shall take any action
that would result in noncoverage under any applicable Primary Insurance Policy of any loss that, but for the
actions of the related Servicer, would have been covered thereunder. In connection with any assumption or
substitution agreement, the related Servicer shall promptly notify the insurer under the related Primary
Insurance Policy, if any, of such assumption or substitution of liability in accordance with the terms of such
Primary Insurance Policy and shall take all actions which may be required by such insurer as a condition to the
continuation of coverage under such Primary Insurance Policy. If such Primary Insurance Policy is terminated as
a result of such assumption or substitution of liability, such Servicer shall obtain a replacement Primary
Insurance Policy as provided above.
In connection with its activities as servicer, each Servicer agrees to prepare and present, on
behalf of itself, the Trustee, and the Certificateholders, claims to the insurer under any Primary Insurance
Policy in a timely fashion in accordance with the terms of such Primary Insurance Policy and, in this regard, to
take such action as shall be necessary to permit recovery under any Primary Insurance Policy respecting a
Defaulted Mortgage Loan. Pursuant to Section 3.08(b)(iii), any amounts collected by a Servicer under any Primary
Insurance Policy shall be deposited in the related Servicer Custodial Account, subject to withdrawal pursuant to
Section 3.11.
Each Servicer will comply with all provisions of applicable state and federal law relating to
the cancellation of, or collection of premiums with respect to, Primary Insurance Policies, including, but not
limited to, the provisions of the Homeowners Protection Act of 1998, and all regulations promulgated thereunder,
as amended from time to time.
Section 3.06 Rights of the Depositor and Others in Respect of the Servicers.
The Depositor may, but is not obligated to, enforce the obligations of either Servicer
hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of
a Servicer hereunder and in connection with any such defaulted obligation to exercise the related rights of a
Servicer hereunder; provided that no Servicer shall be relieved of any of its obligations hereunder by virtue of
such performance by the Depositor or its designee. None of the Trustee, the Certificate Administrator, the
Master Servicer or the Depositor shall have any responsibility or liability for any action or failure to act by a
Servicer, and the Trustee, the Certificate Administrator and the Depositor shall not be obligated to supervise
the performance of a Servicer hereunder or otherwise.
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Any Subservicing Agreement that may be entered into and any transactions or services relating
to the Mortgage Loans involving a Subservicer in its capacity as such shall be deemed to be between the
Subservicer and the related Servicer alone, and the Trustee, the Certificate Administrator, the Master Servicer
and Certificateholders shall not be deemed parties thereto and shall have no obligations, duties or liabilities
with respect to the Subservicer. Each Servicer shall be solely liable for all fees owed by it to any
Subservicer, irrespective of whether such Servicer's compensation pursuant to this Agreement is sufficient to pay
such fees.
Section 3.07 [Reserved].
Section 3.08 Collection of Mortgage Loan Payments; Servicer Custodial Accounts; Collection
Account; Certificate Account; and Upper-Tier Certificate Account.
(a) Each Servicer will proceed diligently, in accordance with this Agreement, to collect
all payments due under each of the Mortgage Loans it services when the same shall become due and payable.
Further, each Servicer will in accordance with all applicable law, the terms of the Mortgage Loans, and Customary
Servicing Procedures applicable thereto ascertain and estimate taxes, assessments, fire and hazard insurance
premiums, mortgage insurance premiums and all other charges with respect to the Mortgage Loans it services that,
as provided in any Mortgage, will become due and payable to the end that the installments payable by the
Mortgagors will be sufficient to pay such charges as and when they become due and payable. Consistent with the
foregoing, each Servicer may in its discretion (i) waive any late payment charge or any prepayment charge or
penalty interest in connection with the prepayment of a Mortgage Loan it services and (ii) extend the due dates
for payments due on a Mortgage Note for a period not greater than 120 days; provided, however, that such Servicer
cannot extend the maturity of any such Mortgage Loan past the date on which the final payment is due on the
latest maturing Mortgage Loan as of the Cut-Off Date. In the event of any such arrangement, such Servicer shall
make Periodic Advances on the related Mortgage Loan in accordance with the provisions of Section 3.20 during the
scheduled period in accordance with the amortization schedule of such Mortgage Loan without modification thereof
by reason of such arrangements. No Servicer shall be required to institute or join in litigation with respect to
collection of any payment (whether under a Mortgage, Mortgage Note or otherwise or against any public or
governmental authority with respect to a taking or condemnation) if it reasonably believes that enforcing the
provision of the Mortgage or other instrument pursuant to which such payment is required is prohibited by
applicable law.
(b) Each Servicer shall establish and maintain a Servicer Custodial Account. Each
Servicer shall deposit or cause to be deposited into the related Servicer Custodial Account, within two (2)
Business Days of receipt, except as otherwise specifically provided herein, the following payments and
collections remitted by the related Subservicers or received by such Servicer in respect of the Mortgage Loans it
services subsequent to the Cut-Off Date (other than in respect of principal and interest due on the Mortgage
Loans on or before the Cut-Off Date) and the following amounts required to be deposited hereunder with respect to
the Mortgage Loans it services:
(i) all payments on account of principal of the Mortgage Loans, including Principal
Prepayments;
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(ii) all payments on account of interest on the Mortgage Loans, net of the Servicing Fee;
(iii) (A) all Insurance Proceeds and Liquidation Proceeds, other than Insurance Proceeds
to be (1) applied to the restoration or repair of the Mortgaged Property, (2) released to the Mortgagor
in accordance with Customary Servicing Procedures, the terms of the Mortgage Loan, or applicable law or
(3) required to be deposited to an Escrow Account pursuant to Section 3.09(a) and (B) any Insurance
Proceeds released from an Escrow Account pursuant to Section 3.09(b)(iv);
(iv) any amount required to be deposited by such Servicer pursuant to Section 3.08(d) in
connection with any losses on Permitted Investments with respect to the related Servicer Custodial
Account;
(v) any amounts required to be deposited by such Servicer pursuant to Section 3.14;
(vi) all Repurchase Prices, all Substitution Adjustment Amounts and all Subsequent
Recoveries received by such Servicer;
(vii) Periodic Advances made by such Servicer pursuant to Section 3.20 and any payments of
Compensating Interest; and
(viii) any other amounts required to be deposited hereunder.
The foregoing requirements for deposits to a Servicer Custodial Account by the related Servicer
shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing,
payments in the nature of prepayment penalties, late payment charges or assumption fees, if collected, need not
be deposited by such Servicer. If a Servicer shall deposit in the related Servicer Custodial Account any amount
not required to be deposited, it may at any time withdraw or direct the institution maintaining such Servicer
Custodial Account to withdraw such amount from such Servicer Custodial Account, any provision herein to the
contrary notwithstanding. A Servicer Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain other funds respecting payments on
mortgage loans belonging to such Servicer or serviced by such Servicer on behalf of others; provided that such
commingling of funds shall not be permitted at any time during which (i) Fitch's senior long-term unsecured debt
rating of such Servicer is below "A" or (ii) Fitch's short-term rating of such Servicer is below "F1."
Notwithstanding such commingling of funds, each Servicer shall keep records that accurately reflect the funds on
deposit in the related Servicer Custodial Account that have been identified by it as being attributable to the
Mortgage Loans it services. Each Servicer shall maintain adequate records with respect to all withdrawals made
pursuant to this Section 3.08. All funds required to be deposited in a Servicer Custodial Account shall be held
in trust for the Certificateholders until withdrawn in accordance with Section 3.11.
(c) [Reserved].
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(d) Each institution at which a Servicer Custodial Account is maintained shall invest the
funds therein as directed in writing by the related Servicer in Permitted Investments, which shall mature not
later than the Business Day next preceding the related Remittance Date (except that if such Permitted Investment
is an obligation of the institution that maintains such account, then such Permitted Investment shall mature not
later than such Remittance Date), and shall not be sold or disposed of prior to its maturity. All such Permitted
Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. All income or
gain (net of any losses) realized from any such investment of funds on deposit in a Servicer Custodial Account
shall be for the benefit of the related Servicer as servicing compensation and shall be retained by it monthly as
provided herein. The amount of any losses realized in a Servicer Custodial Account in respect of any such
investments shall promptly be deposited by the related Servicer in such Servicer Custodial Account.
(e) Each Servicer shall give prior notice to the Master Servicer of any proposed change of
the location of the related Servicer Custodial Account maintained by such Servicer. The creation of a Servicer
Custodial Account shall be evidenced by a certification substantially in the form of Exhibit F hereto. A copy of
such certification shall be furnished to the Master Servicer.
(f) The Master Servicer shall establish and maintain in the name of the Trustee, for the
benefit of the Certificateholders, the Collection Account as a segregated trust account or accounts. The
Collection Account shall be an Eligible Account. The Master Servicer will deposit in the Collection Account, as
identified by the Master Servicer and as received by the Master Servicer, the following amounts:
(i) Any amounts withdrawn from a Servicer Custodial Account;
(ii) Any Periodic Advances made by the Master Servicer pursuant to Section 3.20 and
any payments of Compensating Interest;
(iii) Any Insurance Proceeds or Liquidation Proceeds which were not deposited in a
Servicer Custodial Account;
(iv) The Repurchase Price with respect to any Mortgage Loans purchased by the
Seller pursuant to the Mortgage Loan Purchase Agreement or by the Depositor pursuant to Sections 2.02 or
2.04 hereof and Substitution Adjustment Amounts received by the Master Servicer, any and all proceeds of
any Mortgage Loans or property acquired with respect thereto repurchased by U.S. Bank pursuant to
Section 10.01;
(v) Any amounts required to be deposited with respect to losses on investments of
deposits in the Collection Account; and
(vi) Any other amounts received by or on behalf of the Master Servicer and required
to be deposited in the Collection Account pursuant to this Agreement.
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(g) The Collection Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain other funds respecting payments on
mortgage loans belonging to the Master Servicer or serviced by the Master Servicer on behalf of others; provided
that such commingling of funds shall not be permitted at any time during which Fitch's senior long-term unsecured
debt rating of the Master Servicer is below "A" or (ii) Fitch's short-term rating of the Master Servicer is below
"F1." Notwithstanding such commingling of funds, the Master Servicer shall keep records that accurately
reflect the funds on deposit in the Collection Account that have been identified by it as being attributable to
the amounts deposited to the Collection Account pursuant to this Agreement. The Master Servicer shall maintain
adequate records with respect to all withdrawals made pursuant to this Section 3.08. All funds required to be
deposited in the Collection Account shall be held in trust for the Certificateholders until withdrawn in
accordance with Section 3.11.
(h) The Collection Account shall be held by the Master Servicer. The amount at any time
credited to the Collection Account may remain uninvested or may be invested, in the name of the Trustee, for the
benefit of the Certificateholders, in Permitted Investments as directed by the Master Servicer. All Permitted
Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, (i) the
next succeeding Distribution Date if the obligor for such Permitted Investment is the institution acting as
Master Servicer or if such Permitted Investment is a money market mutual fund the advisor of which is the Master
Servicer or an Affiliate thereof or (ii) if such obligor is any other Person, the Business Day preceding such
Distribution Date. All income or gain (net of any losses) realized from any such investment of funds on deposit
in the Collection Account shall be for the benefit of the Master Servicer as master servicing compensation and
shall be retained by it monthly as provided herein. The amount of any losses realized in the Collection Account
in respect of any such investments shall promptly be deposited by the Master Servicer in the Collection Account.
(i) The Certificate Administrator shall establish and maintain in the name of the Trustee,
for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts.
The Certificate Account shall be an Eligible Account. The Certificate Administrator will deposit in the
Certificate Account, as identified by the Certificate Administrator and as received by the Certificate
Administrator, the following amounts:
(i) Any amounts withdrawn from the Collection Account pursuant to Section
3.11(b)(vii);
(ii) Any amounts required to be deposited with respect to losses on investments of
deposits in the Certificate Account; and
(iii) Any other amounts received by or on behalf of the Certificate Administrator
and required to be deposited in the Certificate Account pursuant to this Agreement.
(j) All amounts deposited to the Certificate Account shall be held by the Certificate
Administrator in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with
the terms and provisions of this Agreement.
(k) The Certificate Account shall constitute a trust account of the Trust segregated on
the books of the Certificate Administrator and held by the Certificate Administrator in trust in its Corporate
Trust Office. The Certificate Account shall be an Eligible Account. The amount at any time credited to the
Certificate Account may remain uninvested or may be invested, in the name of the Trustee, for the benefit of the
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Certificateholders, in Permitted Investments as directed by the Certificate Administrator. All Permitted
Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, (i) the
Distribution Date on which such amounts are to withdrawn and paid to the Certificateholders if the obligor for
such Permitted Investment is the institution acting as Certificate Administrator or if such Permitted Investment
is a money market mutual fund the advisor of which is the Certificate Administrator or an Affiliate thereof or
(ii) if such obligor is any other Person, the Business Day preceding such Distribution Date. All income or gain
(net of any losses) realized from any such investment of funds on deposit in the Certificate Account shall be for
the benefit of the Certificate Administrator as compensation and shall be retained by it monthly as provided
herein. The amount of any losses realized in the Certificate Account in respect of any such investments shall
promptly be deposited by the Certificate Administrator in the Certificate Account.
(l) The Certificate Administrator shall establish and maintain the Upper-Tier Certificate
Account (which may be a sub-account of the Certificate 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 Depositor), the Certificate Administrator shall, from funds available on deposit in the Certificate
Account, deposit, in immediately available funds, by wire transfer or otherwise, into the Upper-Tier Certificate
Account, the Lower-Tier Distribution Amount.
Section 3.09 Collection of Taxes, Assessments and Similar Items; Escrow Accounts.
(a) To the extent required by the related Mortgage Note and not violative of current law,
each Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which
constitute Escrow Payments in trust separate and apart from any of its own funds and general assets and for such
purpose shall establish and maintain one or more escrow accounts (collectively, the "Escrow Accounts"), in each
case titled "[Insert name of Servicer], in trust for registered holders of Wachovia Mortgage Loan Trust, LLC
Mortgage Pass-Through Certificates, Series 2007-A and various Mortgagors." Each Escrow Account shall be
established with a commercial bank, a savings bank or a savings and loan association that meets the guidelines
set forth by FNMA or FHLMC as an eligible institution for escrow accounts and which is a member of the Automated
Clearing House. In any case, each Escrow Account shall be insured by the FDIC to the fullest extent permitted by
law. Each Servicer shall deposit in the appropriate Escrow Account within two (2) Business Days, and retain
therein: (i) all Escrow Payments collected on account of the Mortgage Loans, (ii) all amounts representing
proceeds of any hazard insurance policy which are to be applied to the restoration or repair of any related
Mortgaged Property and (iii) all amounts representing proceeds of any Primary Insurance Policy. Nothing herein
shall require a Servicer to compel a Mortgagor to establish an Escrow Account in violation of applicable law or
the terms of the related Mortgage Loan.
(b) Withdrawals of amounts so collected from the Escrow Accounts may be made by a Servicer
only (i) to effect timely payment of taxes, assessments, mortgage insurance premiums, fire and hazard insurance
premiums, condominium or PUD association dues, or comparable items constituting Escrow Payments for the related
Mortgage, (ii) to reimburse the Servicer out of related Escrow Payments made with respect to a Mortgage Loan for
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any Servicing Advance made by the Servicer pursuant to Section 3.09(c) with respect to such Mortgage Loan,
(iii) to refund to any Mortgagor any sums determined to be overages, (iv) for transfer to a Servicer Custodial
Account upon default of a Mortgagor or in accordance with the terms of the related Mortgage Loan and if permitted
by applicable law, (v) for application to restore or repair the Mortgaged Property, (vi) to pay to the Mortgagor,
to the extent required by law or the terms of the Mortgage Loan, any interest paid on the funds deposited in the
applicable Escrow Account, (vii) to pay to itself any interest earned on funds deposited in the applicable Escrow
Accounts (and not required to be paid to the Mortgagor), (viii) to the extent permitted under the terms of the
related Mortgage Note and applicable law, to pay late fees with respect to any Monthly Payment which is received
after the applicable grace period, (ix) to withdraw suspense payments that are deposited into an Escrow Account,
(x) to withdraw any amounts inadvertently deposited in and Escrow Account or (xi) to clear and terminate any
Escrow Account upon the termination of this Agreement in accordance with Section 10.01. Any Escrow Account shall
not be a part of the Trust Estate.
(c) With respect to each Mortgage Loan, each Servicer shall maintain accurate records
reflecting the status of taxes, assessments and other charges which are or may become a lien upon the Mortgaged
Property and the status of Primary Insurance Policy premiums and fire and hazard insurance coverage. Each
Servicer shall obtain, from time to time, all bills for the payment of such charges (including renewal premiums)
and shall effect payment thereof prior to the applicable penalty or termination date and at a time appropriate
for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the Escrow
Account, if any, which shall have been estimated and accumulated by such Servicer in amounts sufficient for such
purposes, as allowed under the terms of the Mortgage Loan. To the extent that a Mortgage Loan does not provide
for Escrow Payments, such Servicer shall determine whether any such payments are made by the Mortgagor. Each
Servicer assumes full responsibility for the timely payment of all such bills and shall effect timely payments of
all such bills irrespective of each Mortgagor's faithful performance in the payment of same or the making of the
Escrow Payments. Each Servicer shall advance any such payments that are not timely paid, but each Servicer shall
be required so to advance only to the extent that such Servicing Advances, in the good faith judgment of the
related Servicer, will be recoverable by such Servicer out of Insurance Proceeds, Liquidation Proceeds or
otherwise.
Section 3.10 Access to Certain Documentation and Information Regarding the Mortgage Loans.
Each Servicer shall afford the Master Servicer and the Trustee reasonable access to all records
and documentation in its possession regarding the Mortgage Loans it services and all accounts, insurance
information and other matters relating to this Agreement, such access being afforded without charge, but only
upon reasonable request and during normal business hours at the office designated by each Servicer.
Upon reasonable advance notice in writing, each Servicer will provide to each Certificateholder
which is a savings and loan association, bank or insurance company certain reports and reasonable access to
information and documentation regarding the Mortgage Loans it services sufficient to permit such
Certificateholder to comply with applicable regulations of the OTS or other regulatory authorities with respect
to investment in the Certificates; provided that each Servicer shall be entitled to be reimbursed by each such
Certificateholder for actual expenses incurred by such Servicer in providing such reports and access.
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Section 3.11 Permitted Withdrawals from the Servicer Custodial Accounts, Collection
Account, Certificate Account and Upper-Tier Certificate Account.
(a) Each Servicer may from time to time make withdrawals from the related Servicer
Custodial Account, for the following purposes:
(i) to pay to such Servicer (to the extent not previously retained), the servicing
compensation to which it is entitled pursuant to Section 3.17, and to pay to such Servicer, as
additional servicing compensation, earnings on or investment income with respect to funds in or credited
to such Servicer Custodial Account;
(ii) to reimburse such Servicer for unreimbursed Advances made by it, such right of
reimbursement pursuant to this clause (ii) being limited to amounts received on the Mortgage Loan(s) in
respect of which any such Advance was made;
(iii) to reimburse such Servicer for any Nonrecoverable Advance previously made or any
Advances capitalized in accordance with Section 3.21(c);
(iv) to reimburse such Servicer for Insured Expenses from the related Insurance Proceeds;
(v) to pay to the purchaser, with respect to each Mortgage Loan or REO Property that has
been purchased pursuant to Section 2.02 or 2.04, all amounts received thereon after the date of such
purchase;
(vi) [Reserved];
(vii) to reimburse such Servicer or the Depositor for expenses incurred by either of them
and reimbursable pursuant to Section 7.03;
(viii) to withdraw any amount deposited in such Servicer Custodial Account and not required
to be deposited therein;
(ix) to remit to the Master Servicer on each Remittance Date (i) all amounts credited to
such Servicer Custodial Account as of the close of business on the related Determination Date, net of
charges against or withdrawals from such Servicer Custodial Account pursuant to this Section 3.11(a),
and excluding any Principal Prepayments received after the end of the preceding calendar month, plus
(ii) to the extent not already deposited in such Servicer Custodial Account, all Compensating Interest
and Periodic Advances, if any, for such Distribution Date which the Servicer is obligated to remit
pursuant to Sections 3.17 and 3.20, respectively, minus (iii) any amounts attributable to Monthly
Payments in respect of a Due Date or Due Dates subsequent to the related Due Date for such Remittance
Date; and
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(x) to clear and terminate such Servicer Custodial Account upon termination of this
Agreement pursuant to Section 10.01.
Each Servicer shall keep and maintain separate accounting records, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the related Servicer Custodial Account
pursuant to clauses (i), (ii), (iv) and (v). Prior to making any withdrawal from the Servicer Custodial Account
pursuant to clause (iii), each Servicer shall deliver to the Master Servicer an Officer's Certificate of a
Servicing Officer indicating the amount of any previous Advance determined by such Servicer to be a
Nonrecoverable Advance and identifying the related Mortgage Loan(s) and their respective portions of such
Nonrecoverable Advance.
With respect to any remittance received by the Master Servicer after the Remittance Date on
which such remittance was due, the applicable Servicer shall pay to the Master Servicer interest on such late
payment at an annual rate equal to the prime rate, adjusted as of the date of each change, plus two (2)
percentage points, but in no event greater than the maximum amount permitted by applicable law. Such interest
shall be deposited in the related Servicer Custodial Account by the applicable Servicer for remittance to the
Master Servicer on the date such late payment is made and shall cover the period commencing with the day
following such Remittance Date and ending with the day on which such payment is made, both inclusive. The
payment by a Servicer of any such interest shall not be deemed an extension of time for payment or a waiver of
any Event of Default by the Master Servicer or the Certificate Administrator.
(b) The Master Servicer may from time to time make withdrawals from the Collection Account
for the following purposes:
(i) to reimburse the Master Servicer for unreimbursed Advances made by it, such right of
reimbursement pursuant to this clause (i) being limited to amounts received on the Mortgage Loan(s) in
respect of which any such Advance was made;
(ii) to reimburse the Master Servicer for any Nonrecoverable Advance previously made or any
Advances capitalized in accordance with Section 3.21(c);
(iii) to reimburse the Master Servicer for Insured Expenses from the related Insurance
Proceeds;
(iv) to pay to the Master Servicer as compensation earnings on or investment income with
respect to funds in the Collection Account;
(v) to reimburse the Trustee, the Master Servicer and the Certificate Administrator for,
or to pay expenses incurred by either such party which are reimbursable or payable pursuant to Section
3.01, 7.03, 7.05, 8.01, 9.07 or 9.11 of this Agreement;
(vi) to withdraw and return to the Master Servicer any amount deposited in the Collection
Account and not required to be deposited therein;
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(vii) to remit to the Certificate Administrator at or before 10:00 a.m., New York time, on
each Distribution Date all amounts credited to the Collection Account as of such remittance, net of
charges against or withdrawals from the Collection Account pursuant to this Section 3.11(b); and
(viii) to clear and terminate the Collection Account upon termination of the Agreement
pursuant to Section 10.01.
The Master Servicer shall keep and maintain a separate accounting, on a Mortgage Loan by Mortgage Loan basis, and
shall provide a copy to the Certificate Administrator, for the purpose of accounting for any reimbursement from
the Collection Account pursuant to clauses (i) through (iii).
(c) The Certificate Administrator may from time to time make withdrawals from the
Certificate Account for the following purposes: (i) on each Distribution Date, to pay to the Certificate
Administrator the Certificate Administrator Fee with respect to the Mortgage Loans in each Loan Group due on such
Distribution Date, from the Pool Distribution Amount, and to pay to the Certificate Administrator as additional
compensation earnings on or investment income with respect to funds in the Certificate Account, if any, (ii) on
each Distribution Date, to make distributions to Certificateholders in the manner specified in this Agreement,
(iii) to withdraw and return to the Certificate Administrator any amount deposited in the Certificate Account and
not required to be deposited therein; and (ii) to clear and terminate the Certificate Account upon termination of
the Agreement pursuant to Section 10.01.
(d) Notwithstanding anything herein to the contrary, the Regular Certificates and the
Class 1-A-R Certificates shall not receive distributions directly from the Certificate Account. On each
Distribution Date, funds on deposit in the Upper-Tier Certificate Account shall be used to make payments on the
Regular Certificates and the Class 1-A-R Certificates as provided in Sections 5.01 and 5.02. The Upper-Tier
Certificate Account shall be cleared and terminated upon termination of this Agreement pursuant to Section 10.01.
Section 3.12 Maintenance of Hazard Insurance.
Each Servicer shall cause to be maintained for each Mortgage Loan it services, fire and hazard
insurance with extended coverage customary in the area where the Mortgaged Property is located in an amount which
is at least equal to the lesser of (a) the full insurable value of the Mortgaged Property or (b) the greater of
(i) the outstanding principal balance owing on the Mortgage Loan and (ii) an amount such that the proceeds of
such insurance shall be sufficient to avoid the application to the Mortgagor or loss payee of any coinsurance
clause under the policy. If the Mortgaged Property is in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made
available) the Servicer servicing the related Mortgage Loan will cause to be maintained a flood insurance policy
meeting the requirements of the current guidelines of the Federal Insurance Administration and the requirements
of FNMA or FHLMC. Each Servicer shall also maintain on REO Property, fire and hazard insurance with extended
coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part
of such property, liability insurance and, to the extent required, flood insurance in an amount required above.
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Any amounts collected by a Servicer under any such policies (other than amounts to be deposited in an Escrow
Account and applied to the restoration or repair of the property subject to the related Mortgage or property
acquired in liquidation of the Mortgage Loan, or to be released to the Mortgagor in accordance with the terms of
the Mortgage Loan, applicable law, or applicable Customary Servicing Procedures) shall be deposited in the
related Servicer Custodial Account, subject to withdrawal pursuant to Section 3.11(a). It is understood and
agreed that no earthquake or other additional insurance need be required by a Servicer of any Mortgagor or
maintained on REO Property, other than pursuant to such applicable laws and regulations as shall at any time be
in force and as shall require such additional insurance. All policies required hereunder shall be endorsed with
standard mortgagee clauses with loss payable to the related Servicer, and shall provide for at least 30 days
prior written notice of any cancellation, reduction in amount or material change in coverage to such Servicer.
The hazard insurance policies for each Mortgage Loan secured by a unit in a condominium
development or planned unit development shall be maintained with respect to such Mortgage Loan and the related
development in a manner which is consistent with FNMA requirements.
Notwithstanding the foregoing, each Servicer may maintain a blanket policy insuring against
hazard losses on all of the Mortgaged Properties relating to the Mortgage Loans in lieu of maintaining the
required hazard insurance policies for each Mortgage Loan and may maintain a blanket policy insuring against
special flood hazards in lieu of maintaining any required flood insurance. Any such blanket policies shall (A)
be consistent with prudent industry standards, (B) name the related Servicer as loss payee, (C) provide coverage
in an amount equal to the aggregate unpaid principal balance on the related Mortgage Loans without co-insurance,
and (D) otherwise comply with the requirements of this Section 3.12. Any such blanket policy may contain a
deductible clause; provided that if any Mortgaged Property is not covered by a separate policy otherwise
complying with this Section 3.12 and a loss occurs with respect to such Mortgaged Property which loss would have
been covered by such a policy, the related Servicer shall deposit in the related Servicer Custodial Account the
difference, if any, between the amount that would have been payable under a separate policy complying with this
Section 3.12 and the amount paid under such blanket policy.
Section 3.13 Enforcement of Due-On-Sale Clauses. Each Servicer shall, to the extent it has
knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by
absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under
the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan
under the "due-on-sale" clause, if any, applicable thereto; provided, however, that no Servicer shall exercise
any such rights if prohibited by law from doing so.
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO Property.
(a) Each Servicer shall use reasonable efforts to foreclose upon or otherwise comparably
convert the ownership of Mortgaged Properties securing such of the Mortgage Loans (but shall not sell or convey
such Mortgage Loan, except as required pursuant to Section 2.02, 2.04 or 10.01 of this Agreement) as come into
and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent
payments. In connection with such foreclosure or other conversion, each Servicer shall follow the Customary
Servicing Procedures applicable to it and shall meet the requirements of the insurer under any Required Insurance
Policy; provided, however, that a 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
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representing interests in the Class B Certificates alone or together with other subordinated mortgage
pass-through certificates, but the applicable Servicer will be required to continue otherwise to service the
Mortgage Loans in accordance with the provisions of this Agreement. Such agreement shall be subject to each
Rating Agency's acknowledgment that the ratings of the Certificates in effect immediately prior to the entering
into 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 related Servicer 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 such Servicer acted in accordance with its normal procedures. Notwithstanding the
foregoing, no Servicer shall be required to expend its own funds in connection with any foreclosure or towards
the restoration of any Mortgaged Property unless it shall determine (i) that such restoration and/or foreclosure
will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and
(ii) that such expenses will be recoverable to it through proceeds of the liquidation of the Mortgage Loan
(respecting which it shall have priority for purposes of withdrawals from the related Servicer Custodial
Account). Any such expenditures shall constitute Servicing Advances for purposes of this Agreement.
The decision of a Servicer to foreclose on a Defaulted Mortgage Loan shall be subject to a
determination by such Servicer that the proceeds of such foreclosure would exceed the costs and expenses of
bringing such a proceeding.
With respect to any REO Property, the deed or certificate of sale shall be taken in the name of
the Trustee for the benefit of the Certificateholders, or its nominee, on behalf of the Certificateholders. The
Trustee's name shall be placed on the title to such REO Property solely as the Trustee hereunder and not in its
individual capacity. The Servicer servicing the related Mortgage Loan shall ensure that the title to such REO
Property references this Agreement and the Trustee's capacity hereunder. Pursuant to its efforts to sell such
REO Property, such Servicer shall either itself or through an agent selected by the Servicer manage, conserve,
protect and operate such REO Property in the same manner that it manages, conserves, protects and operates other
foreclosed property for its own account and in the same manner that similar property in the same locality as the
REO Property is managed. Incident to its conservation and protection of the interests of the Certificateholders,
such Servicer may rent the same, or any part thereof, as such Servicer deems to be in the best interest of the
Certificateholders for the period prior to the sale of such REO Property. Each Servicer shall prepare for and
deliver to the Certificate Administrator and the Trustee a statement with respect to each REO Property that has
been rented, if any, showing the aggregate rental income received and all expenses incurred in connection with
the management and maintenance of such REO Property at such times as is necessary to enable the Certificate
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Administrator to comply with the reporting requirements of the REMIC Provisions; provided, however, that no
Servicer shall have a duty to rent any REO Property on behalf of the Trust. The net monthly rental income, if
any, from such REO Property shall be deposited in the related Servicer Custodial Account no later than the close
of business on each Determination Date. Each Servicer shall perform, with respect to the Mortgage Loans, the tax
reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and
abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage
interest from individuals and, if required by Section 6050P of the Code, with respect to the cancellation of
indebtedness by certain financial entities, by preparing such tax and information returns as may be required, in
the form required. Each Servicer shall deliver copies of such reports to the Certificate Administrator and the
Trustee.
The Trustee shall furnish each Servicer with any powers of attorney and other documents in form
as provided to it necessary or appropriate to enable such Servicer to service and administer the related Mortgage
Loans and REO Property.
The Trustee shall execute and deliver to the related Servicer any court pleadings, requests for
trustee's sale or other documents necessary or desirable in connection with (i) the foreclosure or trustee's sale
with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on
the Mortgage Note or other security instrument; (iii) obtaining a deficiency judgment against the Mortgagor; or
(iv) enforcing any other rights or remedies provided by the Mortgage Note or other security instrument or
otherwise available at law or equity.
The income earned from the management of any REO Properties, net of reimbursement to a Servicer
for expenses incurred (including any property or other taxes) in connection with such management and net of
unreimbursed Servicing Fees, Periodic Advances and Servicing Advances applicable to such Servicer, shall be
applied to the payment of principal of and interest on the related Defaulted Mortgage Loans (solely for the
purposes of allocating principal and interest, interest shall be treated as accruing as though such Mortgage
Loans were still current), and all such income shall be deemed, for all purposes in this Agreement, to be
payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the
related Servicer Custodial Account. To the extent the net income received during any calendar month is in excess
of the amount attributable to amortizing principal and accrued interest at the related Mortgage Interest Rate on
the related Mortgage Loan for such calendar month, such excess shall be considered to be a partial prepayment of
principal of the related Mortgage Loan.
The proceeds from any liquidation of a Mortgage Loan, as well as any income from an REO
Property, will be applied in the following order of priority: first, to reimburse the Servicer servicing such
Mortgage Loan for any related unreimbursed Servicing Advances and Servicing Fees; second, to reimburse such
Servicer for any unreimbursed Periodic Advances and to reimburse the related Servicer Custodial Account for any
Nonrecoverable Advances (or portions thereof) that were previously withdrawn by the Servicer pursuant to Section
3.11(a)(ii) that related to such Mortgage Loan; third, to reimburse the Master Servicer, the Certificate
Administrator and the Trustee for any amounts incurred by them in connection with such Mortgage Loan; fourth, to
accrued and unpaid interest (to the extent no Periodic Advance has been made for such amount or any such Periodic
Advance has been reimbursed) on the Mortgage Loan or related REO Property, at the Mortgage Interest Rate to the
Due Date occurring in the month in which such amounts are required to be distributed; and fifth, as a recovery of
principal of the Mortgage Loan. Excess Proceeds, if any, from the liquidation of a Liquidated Mortgage Loan will
be retained by the Servicer as additional servicing compensation pursuant to Section 3.17.
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(b) When a Mortgage Loan becomes a Defaulted Mortgage Loan, the related Servicer shall
promptly notify the Master Servicer and the Certificate Administrator of such occurrence.
Section 3.15 Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full
of any Mortgage Loan, or the receipt by the Servicer servicing such Mortgage Loan of a notification that payment
in full will be escrowed in a manner customary for such purposes, such Servicer will (and if the Servicer does
not, the Master Servicer may) immediately notify the Custodian by delivering, or causing to be delivered, two
copies (one of which will be returned to such Servicer with the Mortgage File) of a Request for Release (which
may be delivered in an electronic format acceptable to the Custodian and such Servicer). Upon receipt of such
request, the Custodian shall within seven Business Days release the related Mortgage File to or at the direction
of such Servicer. The Trustee shall, at such Servicer's written direction, execute and deliver to such Servicer
the request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument
releasing the lien of the Mortgage, in each case provided by such Servicer, together with the Mortgage Note with
written evidence of cancellation thereon. If the Mortgage has been recorded in the name of MERS or its designee,
such Servicer shall take all necessary action to reflect the release of the Mortgage on the records of MERS. To
the extent permitted by the terms of the Mortgage Loan and applicable law, expenses incurred in connection with
any instrument of satisfaction or deed of reconveyance shall be chargeable to the related Mortgagor. From time
to time and as shall be appropriate for the servicing or foreclosure of any Mortgage Loan, including for such
purpose collection under any policy of flood insurance, any fidelity bond or errors or omissions policy, or for
the purposes of effecting a partial release of any Mortgaged Property from the lien of the Mortgage or the making
of any corrections to the Mortgage Note or the Mortgage or any of the other documents included in the Mortgage
File, the Custodian shall, upon delivery to the Custodian of a Request for Release signed by a Servicing Officer,
release the Mortgage File within seven Business Days to the Servicer servicing such Mortgage Loan. The Servicer
shall cause the Mortgage File so released to be returned to the Custodian when the need therefor by the Servicer
no longer exists, unless the Mortgage Loan is liquidated and the proceeds thereof are deposited in the related
Servicer Custodial Account, in which case such Servicer shall deliver to the Custodian a Request for Release,
signed by a Servicing Officer.
The Trustee shall execute and deliver to each Servicer any powers of attorney and other
documents prepared by such Servicer that are reasonably necessary or appropriate to enable such Servicer to carry
out its servicing and administrative duties under this Agreement, upon the request of such Servicer. In
addition, upon prepayment in full of any Mortgage Loan or the receipt of notice that funds for such purpose have
been placed in escrow, each Servicer is authorized to give, as attorney-in-fact for the Trustee and the mortgagee
under the Mortgage, an instrument of satisfaction (or Assignment of Mortgage without recourse) regarding the
Mortgaged Property relating to such Mortgage Loan, which instrument of satisfaction or Assignment of Mortgage, as
the case may be, shall be delivered to the Person entitled thereto against receipt of the prepayment in full. If
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the Mortgage is registered in the name of MERS or its designee, such Servicer shall take all necessary action to
reflect the release on the records of MERS. Such Servicer may deliver or cause to be delivered to the Trustee,
for signature, as appropriate, any court pleadings, requests for trustee's sale or other documents necessary to
effectuate any foreclosure or any legal action brought to obtain judgment against the Mortgagor on the Mortgage
Note or the Mortgage or to obtain a deficiency judgment or to enforce any other remedies or rights provided by
the Mortgage Note or the Mortgage otherwise available at law or in equity.
Section 3.16 Documents, Records and Funds in Possession of the Master Servicer and
Servicers to be Held for the Trustee.
Each Servicer shall transmit to the Custodian all documents and instruments in respect of a
Mortgage Loan coming into the possession of such Servicer from time to time and shall account fully to the
Certificate Administrator and the Trustee for any funds received by such Servicer or which otherwise are
collected by such Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. The
documents constituting the servicing file shall be held by the Servicer servicing the related Mortgage Loan as
custodian and bailee for the Trustee. All Mortgage Files and funds collected or held by, or under the control
of, a Servicer in respect of any Mortgage Loans, whether from the collection of principal and interest payments
or from Liquidation Proceeds, including but not limited to, any funds on deposit in the related Servicer
Custodial Account, shall be held by such Servicer for and on behalf of the Trustee and shall be and remain the
sole and exclusive property of the Trustee, subject to the applicable provisions of this Agreement. Each
Servicer also agrees that it shall not knowingly create, incur or subject any Mortgage File or any funds that are
deposited in the related Servicer Custodial Account, Collection Account, Certificate Account or any Escrow
Account, or any funds that otherwise are or may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ of attachment or other
encumbrance created by such Servicer, or assert by legal action or otherwise any claim or right of setoff against
any Mortgage File or any funds collected on, or in connection with, a Mortgage Loan, except, however, that each
Servicer shall be entitled to set off against and deduct from any such funds any amounts that are properly due
and payable to such Servicer under this Agreement.
Section 3.17 Servicing and Master Servicing Compensation.
Each Servicer shall be entitled out of each payment of interest (or portion thereof) on a
Mortgage Loan it services to retain or withdraw from the related Servicer Custodial Account an amount equal to
the Servicing Fee for such Distribution Date.
Additional servicing compensation in the form of Excess Proceeds, prepayment penalties,
assumption fees, late payment charges and all income and gain net of any losses realized from Permitted
Investments and all other customary and ancillary income and fees shall be retained by a Servicer to the extent
not required to be deposited in the related Servicer Custodial Account pursuant to Section 3.08(b). Each
Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities
hereunder and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement.
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Notwithstanding the foregoing, with respect to the payment of the Servicing Fee on any
Distribution Date, the aggregate Servicing Fee for a Servicer for such Distribution Date shall be reduced (but
not below zero) by an amount equal to the lesser of (a) the Prepayment Interest Shortfall for such Distribution
Date relating to the Mortgage Loans it services and (b) one-twelfth of 0.250% of the aggregate Stated Principal
Balance of such Mortgage Loans for such Distribution Date in the case of the Mortgage Loans serviced by National
City, one-twelfth of 0.375% of the aggregate Stated Principal Balance of such Mortgage Loans for such
Distribution Date in the case of the Mortgage Loans serviced by Fifth Third, one-twelfth of 0.375% of the
aggregate Stated Principal Balance of such Mortgage Loans for such Distribution Date in the case of the Mortgage
Loans serviced by SunTrust, and one-twelfth of 0.250% of the aggregate Stated Principal Balance of such Mortgage
Loans for such Distribution Date in the case of the Mortgage Loans serviced by Xxxxx Fargo (any such reduction,
"Compensating Interest"). To the extent the Servicers fail to pay Compensating Interest in respect of any
Distribution Date, the Master Servicer shall deposit into the Collection Account the amount of any Compensating
Interest remaining unpaid by the Servicers on any Distribution Date up to the amount of the compensation payable
to the Master Servicer on such Distribution Date pursuant to this Agreement.
The Master Servicer will be entitled to all income and gain realized from any investment of
funds in the Collection Account, pursuant to Section 3.08, for the performance of its activities hereunder. The
Master Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder
and shall not be entitled to reimbursement therefor except as otherwise provided in this Agreement.
Section 3.18 [Reserved].
Section 3.19 [Reserved].
Section 3.20 Advances.
Each Servicer shall determine on or before each Servicer Advance Date whether it is required to
make a Periodic Advance pursuant to the definition thereof. If a Servicer determines it is required to make a
Periodic Advance, it shall, on or before the Servicer Advance Date, either (a) deposit into the related Servicer
Custodial Account an amount equal to the Advance and/or (b) make an appropriate entry in its records relating to
the related Servicer Custodial Account that any portion of the Amount Held for Future Distribution with respect
to a Loan Group in such Servicer Custodial Account has been used by such Servicer in discharge of its obligation
to make any such Periodic Advance on a Mortgage Loan in such Loan Group. Any funds so applied shall be replaced
by such Servicer by deposit in such Servicer Custodial Account no later than the close of business on the
Business Day preceding the next Servicer Advance Date. Each Servicer shall be entitled to be reimbursed from the
Servicer Custodial Account for all Advances of its own funds made pursuant to this Section 3.20 as provided in
Section 3.11(a). The obligation to make Periodic Advances with respect to any Mortgage Loan shall continue until
the ultimate disposition of the REO Property or Mortgaged Property relating to such Mortgage Loan.
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Each Servicer shall deliver to the Master Servicer on the related Servicer Advance Date an
Officer's Certificate of a Servicing Officer indicating the amount of any proposed Periodic Advance determined by
such Servicer to be a Nonrecoverable Advance. Notwithstanding anything to the contrary, no Servicer shall be
required to make any Periodic Advance or Servicing Advance that would be a Nonrecoverable Advance.
If the Monthly Payment on a Mortgage Loan that was due on a related Due Date is delinquent,
other than as a result of application of the Relief Act, and the amount of the Periodic Advance which the related
Servicer was required to make pursuant to this Section 3.20 exceeds the amount delivered by such Servicer to the
Master Servicer for deposit in the Collection Account, then an Event of Default shall have occurred with respect
to such Servicer. The Master Servicer, in its capacity as successor Servicer, or another successor Servicer
appointed by the Master Servicer hereunder will deposit in the Collection Account not later than the Business Day
immediately preceding the related Distribution Date an amount equal to such deficiency, net of the Servicing Fee
for such Mortgage Loan, except to the extent the Master Servicer or other successor Servicer, as the case may be,
determines that any such advance, if made, would be a Nonrecoverable Advance. Subject to the foregoing, the
Master Servicer or other successor Servicer, as the case may be, shall continue to make such advances through the
date that the related Servicer is required to do so under this Agreement. If the Master Servicer or other
successor Servicer, as the case may be, deems an advance to be a Nonrecoverable Advance, on the second Business
Day prior to the related Distribution Date, the Master Servicer or such other successor Servicer shall present an
Officer's Certificate to the Certificate Administrator (i) stating that the Master Servicer or such other
successor Servicer elects not to make a Periodic Advance in a stated amount and (ii) detailing the reason it
deems the advance to be a Nonrecoverable Advance.
Section 3.21 Modifications, Waivers, Amendments and Consents.
(a) Except as provided in Section 3.08(a) and this Section 3.21, no Servicer shall agree
to enter into, or shall enter into, any modification, waiver, forbearance or amendment of any term of any
Mortgage Loan, unless such Mortgage Loan is a Defaulted Mortgage Loan. All modifications, waivers, forbearances
or amendments of any Defaulted Mortgage Loan shall be in writing and shall be consistent with Customary Servicing
Procedures.
(b) The related Servicer may, with respect to any Defaulted Mortgage Loan, agree to any
modification, waiver, forbearance, or amendment of any term of such Defaulted Mortgage Loan without the consent
of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Custodian or any
Certificateholder; provided, however, that no Servicer shall agree to enter into, or shall enter into, any
modification, waiver, forbearance or amendment of any Defaulted Mortgage Loan if such modification, waiver,
forbearance, or amendment would:
(i) affect the amount or timing of any related payment of principal, interest or other
amount payable thereunder; or
(ii) in such Servicer's judgment, materially impair the security for such Mortgage Loan or
reduce the likelihood of timely payment of amounts due thereon;
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unless, in either case, such modification, waiver, forbearance or amendment is, in such Servicer's judgment,
reasonably likely to produce a greater recovery with respect to such Mortgage Loan than would liquidation.
Subject to the applicable Customary Servicing Procedures, the related Servicer may permit a forbearance for a
Mortgage Loan which such Servicer has been advised would default if such forbearance is not granted.
(c) Any payment of interest which is deferred pursuant to any modification, waiver,
forbearance or amendment permitted hereunder shall not, for purposes hereof, including, without limitation,
calculating monthly distributions to Certificateholders, be added to the unpaid principal balance of the related
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan or such modification, waiver or amendment so
permit. However, interest may be capitalized in accordance with a loan modification pursuant to Section 3.21(b).
(d) The related Servicer may, to the extent permitted by applicable law or the terms of
the Mortgage Loan, as a condition to granting any request by a Mortgagor for consent, modification, or amendment,
the granting of which is within such Servicer's discretion pursuant to the Mortgage Loan and is permitted by the
terms of this Agreement, require that such Mortgagor pay to such Servicer, as additional servicing compensation,
a reasonable or customary fee for the additional services performed in connection with such request, together
with any related costs and expenses incurred by such Servicer, which amount shall be retained by such Servicer as
additional servicing compensation.
(e) Each Servicer shall notify the Certificate Administrator and the Master Servicer, in
writing, of any modification or amendment of any term of any Mortgage Loan it services and the date thereof, and
shall deliver to the Custodian for deposit in the related Mortgage File, an original counterpart of the agreement
relating to such modification or amendment, promptly (and in any event within ten Business Days) following the
execution thereof; provided, however, that if any such modification or amendment is required by applicable law to
be recorded, such Servicer (i) shall deliver to the Custodian a copy thereof and (ii) shall deliver to the
Custodian such document, with evidence of notification upon receipt thereof from the public recording office, if
applicable. Such Servicer shall send a copy of any such notification to the Master Servicer promptly upon its
receipt thereof.
Section 3.22 [Reserved].
Section 3.23 [Reserved].
Section 3.24 Master Servicer.
The Master Servicer shall have no duties (express or otherwise) except as expressly set forth
herein. The Master Servicer shall supervise, monitor and oversee the obligations of the Servicers to service and
administer their respective Mortgage Loans in accordance with the terms of this Agreement and shall have full
power and authority to do any and all things which it may deem necessary or desirable in connection with such
master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a
manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and
consult with each Servicer as necessary from time to time to carry out the Master Servicer's obligations
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hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master
Servicer by each Servicer and shall cause each Servicer to perform and observe the covenants, obligations and
conditions to be performed or observed by such Servicer under this Agreement. The Master Servicer shall
independently and separately monitor each Servicer's servicing activities with respect to each related Mortgage
Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a
monthly basis and coordinate corrective adjustments to the Servicers' and Master Servicer's records, and based on
such reconciled and corrected information, the Master Servicer shall provide such information to the Certificate
Administrator by the 15th calendar day of each month as shall be necessary in order for it to prepare the
statements specified in Section 5.04, and prepare any other information and statements required to be forwarded
by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan
monitoring with the actual remittances of the Servicers as reported to the Master Servicer.
Section 3.25 Monitoring of Servicers.
(a) The Master Servicer shall be responsible for reporting to the Trustee and the
Depositor the compliance by each Servicer with its duties under this Agreement. In the review of each Servicer's
activities, the Master Servicer may rely upon an Officer's Certificate of the Servicer (or similar document
signed by an officer of the Servicer) with regard to such Servicer's compliance with the terms of this
Agreement. In the event that the Master Servicer, in its judgment, determines that a Servicer should be
terminated in accordance with this Agreement, or that a notice should be sent pursuant to this Agreement with
respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the
Master Servicer shall notify the Depositor and the Trustee thereof, and the Master Servicer shall issue such
notice or take such other action as it deems appropriate.
(b) The Master Servicer, for the benefit of the Trustee and the Certificateholders, shall
enforce the obligations of each Servicer under this Agreement, and shall, in the event that a Servicer fails to
perform its obligations in accordance with this Agreement, subject to the preceding paragraph and to Article
VIII, terminate the rights and obligations of such Servicer hereunder and act as servicer of the related Mortgage
Loans or appoint a successor Servicer; provided, however, it is understood and acknowledged by the parties hereto
that there will be a period of transition (not to exceed 90 days) before the actual servicing functions (other
than the advancing function required by Section 3.20 hereof) can be fully transferred to such successor
Servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of
servicing and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of
the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense,
except as set forth below, provided that the Master Servicer shall not be required to prosecute or defend any
legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs
and expenses in pursuing such action.
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(c) To the extent that the costs and expenses 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 (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, (ii) all costs and expenses associated with the complete transfer of servicing,
including, but not limited to, 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 service to service the Mortgage Loans
in accordance with this Agreement and (iii) all costs and expenses associated with any Errors or Continued
Errors) 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 Collection Account.
(d) The Master Servicer shall require each Servicer to comply with the remittance
requirements and other obligations set forth in this Agreement.
(e) If the Master Servicer acts as Servicer, it will not assume liability for the
representations and warranties of the Servicer that it replaces.
(f) Notwithstanding anything contained herein to the contrary, any successor Servicer,
including the Master Servicer acting as successor Servicer, is authorized to accept and rely on all of the
accounting, records (including computer records) and work of the predecessor Servicer relating to the related
Mortgage Loans (collectively, the "Predecessor Servicer Work Product") without any audit or other examination
thereof, and the successor Servicer shall have no duty, responsibility, obligation or liability for the acts and
omissions of any predecessor Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice
or procedure (collectively, "Errors") exists in any Predecessor Servicer Work Product and such Errors make it
more difficult to service or should cause or contribute to the successor Servicer making or continuing any Errors
(collectively, "Continued Errors"), the successor Servicer shall have no duty or responsibility for such
Continued Errors. In the event that the successor Servicer becomes aware of Errors or Continued Errors, the
successor Servicer shall use commercially reasonable efforts to reconstruct and reconcile such data to correct
such Errors and Continued Errors and to prevent future Continued Errors. The Master Servicer as successor
Servicer shall be entitled to recover its costs thereby as transition expenses in accordance with Section 3.25(c)
hereof.
Section 3.26 Power to Act; Procedures.
The Master Servicer shall master service the Mortgage Loans and shall have full power and
authority, subject to the REMIC Provisions and the provisions of Article X hereof, to do any and all things that
it may deem necessary or desirable in connection with the master servicing and administration of the Mortgage
Loans, including but not limited to the power and authority (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to
consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages,
(iii) to collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate foreclosure or other
conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, in each case, in accordance
with the provisions of this Agreement; provided, however, that the Master Servicer shall not (and, consistent
with its responsibilities under Section 3.25, shall not permit any Servicer to) and each Servicer agrees that it
will not knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action
reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC
Provisions, if taken or not taken, as the case may be, would cause the Trust to fail to qualify as a REMIC or
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result in the imposition of a tax upon the Trust (including but not limited to the tax on prohibited transactions
as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d)
of the Code) unless the Master Servicer has received an Opinion of Counsel (but not at the expense of the Master
Servicer) to the effect that the contemplated action would not cause the Trust to fail to qualify as a REMIC or
result in the imposition of a tax upon the Trust. The Trustee shall furnish the Master Servicer, upon written
request from a Servicing Officer, with any powers of attorney empowering the Master Servicer or any Servicer to
execute and deliver instruments of satisfaction or cancellation, or of partial or full release or discharge, and
to foreclose upon or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend in any court
action relating to the Mortgage Loans or the Mortgaged Property, in accordance with this Agreement, and the
Trustee shall execute and deliver such other documents, as the Master Servicer may request, to enable the Master
Servicer to master service and administer the Mortgage Loans and carry out its duties hereunder, in each case in
accordance with Accepted Master Servicing Practices (and the Trustee shall have no liability for misuse of any
such powers of attorney by the Master Servicer or any Servicer). If the Master Servicer or the Trustee has been
advised that it is likely that the laws of the state in which action is to be taken prohibit such action if taken
in the name of the Trustee or that the Trustee would be adversely affected under the "doing business" or tax laws
of such state if such action is taken in its name, the Master Servicer shall join with the Trustee in the
appointment of a co-trustee pursuant to Section 9.09 hereof. In the performance of its duties hereunder, the
Master Servicer shall be an independent contractor and shall not, except in those instances where it is taking
action in the name of the Trustee, be deemed to be the agent of the Trustee.
ARTICLE IV
SERVICER'S MONTHLY REPORTS
Section 4.01 Servicer's Monthly Reports.
On or prior to the 10th calendar day of each month (or, if such calendar day is not a Business
Day, the immediately succeeding Business Day), each Servicer shall deliver to the Master Servicer a Servicer's
Certificate in substance and format mutually acceptable to each Servicer and the Master Servicer setting forth
the information necessary in order for the Master Servicer to perform its reporting obligations under this
Agreement.
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions. On each Distribution Date, based solely on the information
provided to the Certificate Administrator by the Master Servicer and the Servicers, the Certificate Administrator
shall distribute out of the Upper-Tier Certificate Account or the Certificate Account, as applicable (to the
extent funds are available therein), to each Certificateholder of record on the related Record Date (other than
as provided in Section 10.01 respecting the final distribution) by wire transfer to the account at a bank or
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other depository institution having appropriate wire transfer facilities specified in writing by such
Certificateholder to the Certificate Administrator or, if no such prior written wire transfer instruction has
been provided to the Certificate Administrator, by check mailed to such Certificateholder entitled to receive a
distribution on such Distribution Date at the address appearing in the Certificate Register, or by such other
means of payment as such Certificateholder and the Certificate Administrator shall agree upon, such
Certificateholder's Percentage Interest in the amount to which the related Class of Certificates is entitled in
accordance with the priorities set forth below in Section 5.02.
None of the Holders of any Class of Certificates, the Depositor, the Master Servicer, the
Servicers, the Certificate Administrator or the Trustee shall in any way be responsible or liable to Holders of
any Class of Certificates in respect of amounts properly previously distributed on any such Class.
Section 5.02 Priorities of Distributions.
(a) On each Distribution Date, based solely on the information provided to the Certificate
Administrator by the Master Servicer and the Servicers, the Certificate Administrator shall withdraw from the
Certificate Account (to the extent funds are available therein) (1) the amounts payable to the Certificate
Administrator pursuant to Section 3.11(c)(i) and shall pay such funds to the Certificate Administrator and
(2) the Pool Distribution Amount for each Loan Group, and shall apply such funds, first, to distributions in
respect of the Uncertificated Lower-Tier Regular Interests for deposit in the Upper-Tier Certificate Account, as
specified in this Section 5.02(a) and then from the Upper-Tier Certificate Account to distributions on the
Certificates, paying priorities (i) through (ii) to each Group from the applicable Pool Distribution Amount and
priorities (iii) and (iv) from the remaining combined Pool Distribution Amounts, in the following order of
priority and to the extent of such funds:
(i) to each Class of Senior Certificates of such Loan Group, an amount allocable to
interest equal to the Interest Distribution Amount for such Class and any shortfall being allocated
among such Classes in proportion to the amount of the Interest Distribution Amount that would have been
distributed in the absence of such shortfall;
(ii) to the Senior Certificates of a Group, in an aggregate amount up to the Senior
Principal Distribution Amount for such Group, such distribution to be allocated among such Classes in
accordance with Section 5.02(b);
(iii) to each Class of Subordinate Certificates, subject to paragraph (d) below, in the
following order of priority:
(A) to the Class B-1 Certificates, an amount allocable to interest equal to the
Interest Distribution Amount for such Class for such Distribution Date;
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(B) to the Class B-1 Certificates, an amount allocable to principal equal to its
Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof has been
reduced to zero;
(C) to the Class B-2 Certificates, an amount allocable to interest equal to the
Interest Distribution Amount for such Class for such Distribution Date;
(D) to the Class B-2 Certificates, an amount allocable to principal equal to its
Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof has been
reduced to zero;
(E) to the Class B-3 Certificates, an amount allocable to interest equal to the
Interest Distribution Amount for such Class for such Distribution Date;
(F) to the Class B-3 Certificates, an amount allocable to principal equal to its
Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof has been
reduced to zero;
(G) to the Class B-4 Certificates, an amount allocable to interest equal to the
Interest Distribution Amount for such Class for such Distribution Date;
(H) to the Class B-4 Certificates, an amount allocable to principal equal to its
Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof has been
reduced to zero;
(I) to the Class B-5 Certificates, an amount allocable to interest equal to the
Interest Distribution Amount for such Class for such Distribution Date;
(J) to the Class B-5 Certificates, an amount allocable to principal equal to its
Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof has been
reduced to zero;
(K) to the Class B-6 Certificates, an amount allocable to interest equal to the
Interest Distribution Amount for such Class for such Distribution Date; and
(L) to the Class B-6 Certificates, an amount allocable to principal equal to its
Pro Rata Share for such Distribution Date until the Class Certificate Balance thereof has been
reduced to zero; and
(iv) to the Holder of the Class 1-A-R Certificates, any amounts remaining in the Upper-Tier
Certificate Account.
No Class of Certificates will be entitled to any distributions with respect to the amount
payable pursuant to clause (ii) of the definition of "Interest Distribution Amount" after its Class Certificate
Balance has been reduced to zero.
All distributions in respect of the Interest Distribution Amount for a Class will be applied
first with respect to the amount payable pursuant to clause (i) of the definition of "Interest Distribution
Amount," and second with respect to the amount payable pursuant to clause (ii) of such definition.
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Distributions on the Uncertificated Lower-Tier Regular Interests. On each Distribution Date the Trustee
shall be deemed to distribute to itself, as the holder of the Uncertificated Lower-Tier Regular Interests, the
Lower-Tier Distribution Amount in the amounts and with the priorities set forth in the definition thereof.
Realized Losses shall be allocated among the Uncertificated Lower-Tier Regular Interests as specified in
the definition of Lower-Tier Realized Losses.
Subsequent Recoveries shall be applied to the Uncertificated Lower-Tier Regular Interests in a manner
analogous to the application of Realized Losses of the Uncertificated Lower-Tier Regular Interests.
For federal income tax purposes, the Pass-Through Rate for the Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates for any Distribution Date shall be expressed as a per annum rate equal
to the weighted average of the Uncertificated Pass-Through Rates for Uncertificated Lower-Tier Regular Interests
Y-1, Y-2, Y-3 and Y-4, weighted, for each of the foregoing determinations, on the basis of the respective
Uncertificated Principal Balance of each such Uncertificated Lower-Tier Regular Interest (computed to eight
decimal places), immediately prior to such Distribution Date.
(b) (i) With respect to the Class A Certificates of Loan Group 1:
On each Distribution Date prior to the Senior Credit Support Depletion Date, the amount
distributable to the Related Group for Loan Group 1 pursuant to Section 5.02(a)(ii) for such Distribution Date,
will be distributed based solely on the information contained in each Servicer's Certificate in the following
order of priority:
first, to the Class 1-A-R Certificates in respect of Component I thereof until its Class
Certificate Balance has been reduced to zero;
second, concurrently, to the Class 1-A-1 Certificates and the Class 1-A-2 Certificates, pro
rata, until their Class Certificate Balances have been reduced to zero.
(ii) With respect to the Class A Certificates of Loan Group 2:
On each Distribution Date prior to the Senior Credit Support Depletion Date, the amount
distributable to the Related Group for Loan Group 2 pursuant to Section 5.02(a)(ii) for such Distribution Date,
will be distributed to the Class 2-A-1 Certificates and Class 2-A-2 Certificates, pro rata, until their Class
Certificate Balances have been reduced to zero.
(iii) With respect to the Class A Certificates of Loan Group 3:
On each Distribution Date prior to the Senior Credit Support Depletion Date, the amount
distributable to the Related Group for Loan Group 3 pursuant to Section 5.02(a)(ii) for such Distribution Date,
will be distributed to the Class 3-A-1 Certificates and Class 3-A-2 Certificates, pro rata, until their Class
Certificate Balances have been reduced to zero.
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(iv) With respect to the Class A Certificates of Loan Group 4:
On each Distribution Date prior to the Senior Credit Support Depletion Date, the amount
distributable to the Related Group for Loan Group 4 pursuant to Section 5.02(a)(ii) for such Distribution Date,
will be distributed to the Class 4-A-1 Certificates and Class 4-A-2 Certificates, pro rata, until their Class
Certificate Balances have been reduced to zero.
(v) Notwithstanding the foregoing, on each Distribution Date prior to the Senior Credit
Support Depletion Date but on or after the date on which the aggregate Class Certificate Balance of the Class A
Certificates of a Group have been reduced to zero, amounts otherwise distributable from the Unscheduled Principal
Amounts for the Related Loan Group on the Subordinate Certificates will be paid as principal to the remaining
classes of Class A Certificates in accordance with the priorities set forth for the applicable Group in (i),
(ii), (iii) or (iv) above, provided that on such Distribution Date (a) the Aggregate Subordinate Percentage for
such Distribution Date is less than twice the initial Aggregate Subordinate Percentage or (b) the outstanding
principal balance of all Mortgage Loans (including, for this purpose, any Mortgage Loans in foreclosure or any
REO Property and any Mortgage Loan for which the mortgagor has filed for bankruptcy) delinquent 60 days or more
(averaged over the preceding six-month period), as a percentage of the aggregate Class Certificate Balance of the
Subordinate Certificates, is greater than or equal to 50%. If the Class A Certificates of two or more Groups
remain outstanding, the distributions described above will be made to the Class A Certificates of such Groups,
pro rata, in proportion to the aggregate Class Certificate Balance of the Class A Certificates of each such
Group. In addition, if on any Distribution Date the aggregate Class Certificate Balance of the Class A
Certificates of a Group is greater than the Adjusted Pool Amount of the related Loan Group (any such Group, the
"Undercollateralized Group" and any such excess, the "Undercollateralized Amount"), all amounts otherwise
distributable as principal on the Subordinate Certificates pursuant to 5.02(a)(iii)(L), (J), (H), (F), (D) and
(B), in that order, will be paid as principal to the Class A Certificates of the Undercollateralized Group in
accordance with the priorities set forth for the applicable Group above under (i), (ii), (iii) or (iv) until the
aggregate Class Certificate Balance of the Class A Certificates of the Undercollateralized Group equals the
Adjusted Pool Amount of the related Loan Group. The amount of any Class Unpaid Interest Shortfalls with respect
to the Undercollateralized Group (including any Class Unpaid Interest Shortfalls for such Distribution Date) will
be paid to the Undercollateralized Group prior to the payment of any Undercollateralized Amount from amounts
otherwise distributable as principal on the Subordinate Certificates pursuant to Section 5.02(a)(iii)(L), (J),
(H), (F), (D) and (B), in that order: such amount will be paid to such Undercollateralized Group in accordance
with the priorities set forth in Section 5.02(a)(i) up to their Interest Distribution Amounts for such
Distribution Date. If two or more Groups are Undercollateralized Groups, the distributions described above will
be made, pro rata, in proportion to the amount by which the aggregate Class Certificate Balance of the Class A
Certificates of each such Group exceeds the Adjusted Pool Amount of the related Loan Group.
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On each Distribution Date on or after the Senior Credit Support Depletion Date, notwithstanding
the allocation and priority set forth above, the portion of the Pool Distribution Amount with respect to a Loan
Group available to be distributed as principal of the Class A Certificates of the Related Group shall be
distributed concurrently, as principal, on such Classes, pro rata, on the basis of their respective Class
Certificate Balances, until the Class Certificate Balances thereof are reduced to zero.
(c) On each Distribution Date, Accrued Certificate Interest for each Class of Certificates
for such Distribution Date shall be reduced by such Class's pro rata share, based on such Class's Interest
Distribution Amount for such Distribution Date, without taking into account the allocation made by this Section
5.02(c), of (A) Non-Supported Interest Shortfalls, and (B) each Relief Act Reduction incurred during the calendar
month preceding the month of such Distribution Date. In addition, on each Distribution Date on and after the
Senior Credit Support Depletion Date, Accrued Certificate Interest for each Class of Certificates relating to a
Loan Group for such Distribution Date also shall be reduced by such Class's pro rata share, based on such Class's
Interest Distribution Amount for such Distribution Date, without taking into account the allocation made by this
Section 5.02(c), of any Realized Loss on a Mortgage Loan in the Related Loan Group allocable to interest.
(d) Notwithstanding the priority and allocation contained in Section 5.02(a)(iii), if with
respect to any Class of Subordinate Certificates on any Distribution Date, (i) the aggregate of the Class
Certificate Balances immediately prior to such Distribution Date of all Classes of Subordinate Certificates which
have a higher numerical Class designation than such Class, divided by (ii) the aggregate Pool Stated Principal
Balance for all Loan Groups immediately prior to such Distribution Date (the "Fractional Interest") is less than
the Original Fractional Interest for such Class, no Unscheduled Principal Payments will be made to any Classes
junior to such Class (the "Restricted Classes") and the Class Certificate Balances of the Restricted Classes will
not be used in determining the Pro Rata Share for the Subordinate Certificates that are not Restricted Classes.
Any funds remaining will be distributed in the order provided in Section 5.02(a)(iii).
Section 5.03 Allocation of Losses.
(a) On or prior to the 10th calendar day of each month, each Servicer shall inform the
Master Servicer in writing with respect to each Mortgage Loan it services: (1) whether any Realized Loss is a
Deficient Valuation or a Debt Service Reduction, (2) of the amount of such loss or Deficient Valuation, or of the
terms of such Debt Service Reduction and (3) of the total amount of Realized Losses. The Master Servicer shall
provide such information to the Certificate Administrator and, based on such information, the Certificate
Administrator shall determine and allocate the total amount of Realized Losses with respect to the related
Distribution Date. Realized Losses shall be allocated to the Certificates by a reduction in the Class
Certificate Balances of the designated Classes pursuant to Section 5.03(b) below.
(b) The Class Certificate Balance of the Class of Subordinate Certificates then
outstanding with the highest numerical Class designation shall be reduced on each Distribution Date by the
amount, if any, necessary such that the aggregate of the Class Certificate Balances of all outstanding Classes of
Certificates (after giving effect to the amount to be distributed as a distribution of principal and the
allocation of Realized Losses on such Distribution Date) equals the sum of the Adjusted Pool Amounts for such
Distribution Date.
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After the Senior Credit Support Depletion Date, the Class Certificate Balances of the Senior
Certificates of the Related Loan Group in the aggregate shall be reduced on each Distribution Date by the amount,
if any, by which the aggregate of the Class Certificate Balances of all outstanding Senior Certificates of such
Related Loan Group (after giving effect to the amount to be distributed as a distribution of principal and the
allocation of Realized Losses on the Mortgage Loans in the Related Loan Group on such Distribution Date) exceeds
the Adjusted Pool Amount for such Loan Group and such Distribution Date.
Any such reduction shall be allocated among the Classes of Senior Certificates of the Related
Group pro rata based on the Class Certificate Balances immediately prior to such Distribution Date.
(c) Any Realized Loss allocated to a Class of Certificates or any reduction in the Class
Certificate Balance of a Class of Certificates pursuant to Section 5.03(b) above shall be allocated among the
Certificates of such Class pro rata in proportion to their respective Percentage Interests.
(d) The calculation of the amount to be distributed as principal to any Class of
Certificates with respect to a Distribution Date (the "Calculated Principal Distribution") shall be made prior to
the allocation of any Realized Losses for such Distribution Date; provided, however, that the actual distribution
of principal to the Classes of Certificates shall be made subsequent to the allocation of Realized Losses for
such Distribution Date. In the event that after the allocation of Realized Losses for a Distribution Date, the
Calculated Principal Distribution for a Class of Subordinated Certificates is greater than the Class Certificate
Balance of such Class, the excess shall be distributed pro rata to the Classes of Subordinate Certificates in
accordance with their remaining Class Certificate Balances.
(e) After the Senior Credit Support Depletion Date, on any Distribution Date on which the
Class 1-A-2 Loss Allocation Amount is greater than zero, the Class Certificate Balance of the Class 1-A-2
Certificates will be reduced by the Class 1-A-2 Loss Allocation Amount and, notwithstanding Section 5.03(b), the
Class Certificate Balance of the Class 1-A-1 Certificates will not be reduced by the Class 1-A-2 Loss Allocation
Amount. After the Senior Credit Support Depletion Date, on any Distribution Date on which the Class 2-A-2 Loss
Allocation Amount is greater than zero, the Class Certificate Balance of the Class 2-A-2 Certificates will be
reduced by the Class 2-A-2 Loss Allocation Amount and, notwithstanding Section 5.03(b), the Class Certificate
Balances of the Class 2-A-1 Certificates will not be reduced by the Class 2-A-2 Loss Allocation Amount. After
the Senior Credit Support Depletion Date, on any Distribution Date on which the Class 3-A-2 Loss Allocation
Amount is greater than zero, the Class Certificate Balance of the Class 3-A-2 Certificates will be reduced by the
Class 3-A-2 Loss Allocation Amount and, notwithstanding Section 5.03(b), the Class Certificate Balance of the
Class 3-A-1 Certificates will not be reduced by the Class 3-A-2 Loss Allocation Amount. After the Senior Credit
Support Depletion Date, on any Distribution Date on which the Class 4-A-2 Loss Allocation Amount is greater than
zero, the Class Certificate Balance of the Class 4-A-2 Certificates will be reduced by the Class 4-A-2 Loss
Allocation Amount and, notwithstanding Section 5.03(b), the Class Certificate Balance of the Class 4-A-1
Certificates will not be reduced by the Class 4-A-2 Loss Allocation Amount.
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(f) If, after taking into account any Subsequent Recoveries, the amount of a Realized Loss
is reduced, the amount of such Subsequent Recoveries will be applied to increase the Class Certificate Balance of
the Class of Certificates with the highest payment priority to which Realized Losses have been allocated, but not
by more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to this
Section 5.03. The amount of any remaining Subsequent Recoveries will be applied to sequentially increase the
Class Certificate Balance of the Certificates, beginning with the Class of Certificates with the next highest
payment priority, up to the amount of such Realized Losses previously allocated to such Class or Classes of
Certificates pursuant to this Section 5.03. Holders of such Certificates will not be entitled to any payments in
respect of current interest on the amount of such increases for any Interest Accrual Period preceding the
Distribution Date on which such increase occurs. Any such increases shall be applied to the Class Certificate
Balance of each Certificate of such Class in accordance with its respective Fractional Interest.
(g) Notwithstanding any other provision of this Section 5.03, no Class Certificate Balance
of a Class will be increased on any Distribution Date such that the Class Certificate Balance of such Class
exceeds its Initial Class Certificate Balance less all distributions of principal previously distributed in
respect of such Class on prior Distribution Dates.
Section 5.04 Statements to Certificateholders.
(a) Prior to the Distribution Date in each month, based solely upon the information
provided to the Certificate Administrator by the Master Servicer and on each Servicer's Certificate delivered to
the Master Servicer pursuant to Section 4.01, the Certificate Administrator shall prepare and make available a
statement as to the distributions to be made on such Distribution Date containing the following information with
respect to such Distribution Date:
(i) the date of such Distribution Date and the Determination Date for such Distribution
Date;
(ii) for each Class, the applicable Record Date and Interest Accrual Period;
(iii) for each Loan Group, the amount allocable to principal, separately identifying the
aggregate amount of any Principal Prepayments and Liquidation Proceeds included therein;
(iv) for each Loan Group, the amount allocable to interest, any Class Unpaid Interest
Shortfall included in such distribution and any remaining Class Unpaid Interest Shortfall after giving
effect to such distribution;
(v) if the distribution to the Holders of such Class of Certificates is less than the full
amount that would be distributable to such Holders if there were sufficient funds available therefor,
the amount of the shortfall and the allocation thereof as between principal and interest;
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(vi) the Class Certificate Balance of each Class of Certificates after giving effect to the
distribution of principal on such Distribution Date;
(vii) for each Loan Group, the Pool Stated Principal Balance for the following Distribution
Date;
(viii) for each Group, the Senior Percentage and the Subordinate Percentage for the following
Distribution Date and the Total Senior Percentage and Aggregate Subordinate Percentage for the following
Distribution Date;
(ix) the amount of the Servicing Fee paid to or retained by each Servicer with respect to
each Loan Group and such Distribution Date;
(x) the amount of the Certificate Administrator Fee retained by the Certificate
Administrator with respect to such Distribution Date;
(xi) the Pass-Through Rate for each such Class of Certificates with respect to such
Distribution Date;
(xii) for each Loan Group, the amount of Periodic Advances included in the distribution on
such Distribution Date and the aggregate amount of Periodic Advances outstanding as of the close of
business on such Distribution Date and the amount of Periodic Advances reimbursed since the previous
Distribution Date;
(xiii) the amount of Servicing Advances made since the previous Distribution Date and the
aggregate amount of Servicing Advances outstanding as of the close of business on such Distribution Date;
(xiv) the number and aggregate Stated Principal Balance of the Mortgage Loans, the Net WAC
for each Loan Group, the weighted average remaining term to maturity of the Mortgage Loans and the
cumulative amount of Principal Prepayments, each as of the close of business on the last day of the
calendar month preceding such Distribution Date;
(xv) for each Loan Group, the number and aggregate principal amounts of Mortgage Loans (A)
delinquent (exclusive of Mortgage Loans in foreclosure) in 30-day increments until foreclosure or other
disposition (B) in foreclosure, as of the close of business on the last day of the calendar month
preceding such Distribution Date;
(xvi) for each Loan Group, with respect to any Mortgage Loan that became an REO Property
during the preceding calendar month, the loan number and Stated Principal Balance of such Mortgage Loan
as of the close of business on the Determination Date preceding such Distribution Date and the date of
acquisition thereof;
(xvii) for each Loan Group, the total number and principal balance of any REO Properties as
of the close of business on the Determination Date preceding such Distribution Date;
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(xviii) for each Loan Group, the Senior Prepayment Percentage and the Subordinate Prepayment
Percentage for the following Distribution Date;
(xix) for each Loan Group, the aggregate amount of Realized Losses incurred during the
preceding calendar month;
(xx) for each Loan Group, the amount of any Subsequent Recoveries;
(xxi) any expenses or indemnification amounts paid by the Trust, the specific purpose of
each payment and the parties to whom such payments were made;
(xxii) any material modifications, extensions or waivers as to Mortgage Loan terms, fees,
penalties or payments since the previous Distribution Date and cumulatively since the Cut-off Date;
(xxiii) unless such information is set forth in the Form 10-D relating to such Distribution
Date or a prior Form 8-K and provided the Certificate Administrator is reasonably able to include such
information on the statement, any material breaches of representations and warranties relating to the
Mortgage Loans and any material breach of covenants hereunder; and
(xxiv) the number and aggregate principal balance of any Mortgage Loans repurchased by the
Depositor from the Trust since the previous Distribution Date.
(b) No later than each Distribution Date, the Certificate Administrator shall make
available on its website at www.usbank.com.mbs a statement substantially in the form of Exhibit T hereto (the
"Distribution Date Statement") setting forth the information set forth in Section 5.04(a) and shall make available
a copy of such Distribution Date Statement to the Trustee. Upon written request, the Certificate Administrator
shall mail a paper copy of the Distribution Date Statement to any Person that is unable to use
www.usbank.com.mbs. The Certificate Administrator shall have the right to change the way statements are
distributed in order to make such distribution more convenient and/or accessible to the Certificateholders and
the Rating Agencies, and the Certificate Administrator shall provide timely notice to all regarding such changes.
In the case of information furnished pursuant to clauses (iii), (iv) and (xii) of
Section 5.04(a), the amounts shall be expressed as a dollar amount per Certificate with a $1,000 denomination.
On each Distribution Date, the Certificate Administrator shall prepare and furnish to the
Financial Market Service, in electronic or such other format and media mutually agreed upon by the Certificate
Administrator, the Financial Market Service and the Depositor, the information contained in the statement
described in Section 5.04(a) for such Distribution Date.
Within a reasonable period of time after the end of each calendar year, the Certificate
Administrator shall furnish to each Person who at any time during the calendar year was the Holder of a
Certificate, if requested in writing by such Person, a statement containing the information set forth in clauses
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(iii), (iv) and (ix) of Section 5.04(a), in each case aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the Certificate Administrator shall
be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the
Certificate Administrator pursuant to any requirements of the Code as from time to time in force.
The Certificate Administrator shall deliver to the Holders of Certificates and the Trustee any
reports or information the Certificate Administrator is required by this Agreement or the Code, Treasury
Regulations or REMIC Provisions to deliver to the Holders of Certificates, and the Certificate Administrator
shall prepare and provide to the Certificateholders and the Trustee (by mail, telephone, or publication as may be
permitted by applicable Treasury Regulations) such other reasonable information as the Certificate Administrator
deems necessary or appropriate or is required by the Code, Treasury Regulations, and the REMIC Provisions
including, but not limited to, (i) information to be reported to the Holders of the Residual Certificates for
quarterly notices on Schedule Q (Form 1066) (which information shall be forwarded to the Holders of the Residual
Certificates by the Certificate Administrator), (ii) information to be provided to the Holders of Certificates
with respect to amounts which should be included as interest and original issue discount in such Holders' gross
income and (iii) information to be provided to all Holders of Certificates setting forth the percentage of each
REMIC's assets, determined in accordance with Treasury Regulations using a convention, not inconsistent with
Treasury Regulations, selected by the Certificate Administrator in its absolute discretion, that constitute real
estate assets under Section 856 of the Code, and assets described in Section 7701(a)(19)(C) of the Code;
provided, however, that in setting forth the percentage of such assets of each REMIC, nothing contained in this
Agreement, including without limitation Section 7.03 hereof, shall be interpreted to require the Certificate
Administrator periodically to appraise the fair market values of the assets of the Trust Estate or to indemnify
the Trust Estate, any Certificateholders, or any other Person from any adverse federal, state or local tax
consequences associated with a change subsequently required to be made in the Depositor's initial good faith
determinations of such fair market values (if subsequent determinations are required pursuant to the REMIC
Provisions) made from time to time.
Section 5.05 Tax Returns and Reports to Certificateholders.
(a) For federal income tax purposes, each REMIC shall have a calendar year taxable year
and shall maintain its books on the accrual method of accounting.
(b) The Certificate Administrator shall prepare or cause to be prepared, shall cause to be
timely signed by the Trustee, and shall file or cause to be filed with the Internal Revenue Service and
applicable state or local tax authorities income tax information returns for each taxable year with respect to
each REMIC containing such information at the times and in the manner as may be required by the Code, the
Treasury Regulations or state or local tax laws, regulations, or rules, and shall furnish or cause to be
furnished to each REMIC and the Certificateholders the schedules, statements or information at such times and in
such manner as may be required thereby. Within 30 days of the Closing Date, the Certificate Administrator shall
furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise required by the
Code or the Treasury Regulations, the name, title, address and telephone number of the person that Holders of
the Certificates may contact for tax information relating thereto, together with such additional information at
the time or times and in the manner required by the Code or the Treasury Regulations. Such federal, state, or
local income tax or information returns shall be signed by the Trustee, or such other Person as may be required
to sign such returns by the Code, the Treasury Regulations or state or local tax laws, regulations, or rules.
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(c) In the first federal income tax return of each of the Upper-Tier and the Lower-Tier
REMIC for its short taxable year ending December 31, 2007, REMIC status shall be elected for such taxable year
and all succeeding taxable years.
(d) The Certificate Administrator will maintain or cause to be maintained such records
relating to each REMIC, including but not limited to records relating to the income, expenses, assets and
liabilities of the Trust Estate, and the initial fair market value and adjusted basis of the Trust Estate
property and assets determined at such intervals as may be required by the Code or the Treasury Regulations, as
may be necessary to prepare the foregoing returns, schedules, statements or information.
Section 5.06 Tax Matters Person. The Tax Matters Person shall have the same duties with
respect to each REMIC as those of a "tax matters partner" under Subchapter C of Chapter 63 of Subtitle F of the
Code. The Seller, as Holder of a Percentage Interest in the Class 1-A-R Certificates, is hereby designated as
the Tax Matters Person for the Upper-Tier REMIC and the Lower-Tier REMIC. By its acceptance of a Class 1-A-R
Certificate, each Holder thereof irrevocably appoints the Certificate Administrator to act as agent for the Tax
Matters Person for the Upper-Tier REMIC and the Lower-Tier REMIC, except that the Certificate Administrator shall
not be required to pay any taxes.
Section 5.07 Rights of the Tax Matters Person in Respect of the Certificate Administrator.
The Certificate Administrator shall afford the Tax Matters Person, upon reasonable notice during normal business
hours, access to all records maintained by the Certificate Administrator in respect of its duties hereunder and
access to officers of the Certificate Administrator responsible for performing such duties. The Certificate
Administrator shall make available to the Tax Matters Person such books, documents or records relating to the
Certificate Administrator's services hereunder as the Tax Matters Person shall reasonably request. The Tax
Matters Person shall not have any responsibility or liability for any action or failure to act by the Certificate
Administrator and is not obligated to supervise the performance of the Certificate Administrator under this
Agreement or otherwise.
Section 5.08 REMIC Related Covenants. For as long as the Trust shall exist, the Trustee,
the Certificate Administrator, the Depositor and each Servicer shall act in accordance herewith to assure
continuing treatment of the Upper-Tier REMIC and the Lower-Tier REMIC as REMICs and avoid the imposition of tax
on either REMIC. In particular:
(a) The Trustee shall not create, or permit the creation of, any "interests" in either
REMIC within the meaning of Code Section 860D(a)(2) other than the interests represented by the Regular
Certificates, the Residual Certificates and the Uncertificated Lower-Tier Regular Interests.
(b) Except as otherwise provided in the Code, (i) the Depositor and each Servicer shall
not contribute to the Trust Estate and the Custodian, on behalf of the Trustee, and the Trustee shall not accept
property unless substantially all of the property held in each REMIC constitutes either "qualified mortgages" or
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"permitted investments" as defined in Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall
be contributed to each REMIC after the start-up day unless such contribution would not subject the Trust Estate
to the 100% tax on contributions to a REMIC after the start-up day of the REMIC imposed by Code Section 860G(d).
(c) Except as otherwise provided in this Agreement, neither the Trustee nor the
Certificate Administrator shall accept on behalf of either REMIC any fee or other compensation for services, and
none of the Certificate Administrator, the Trustee or any Servicer shall knowingly accept, on behalf of the Trust
Estate any income from assets other than those permitted to be held by a REMIC.
(d) Neither the Servicers nor the Trustee shall sell or permit the sale of all or any
portion of the Mortgage Loans (other than in accordance with Sections 2.02, 2.04 or 3.14), unless such sale is
pursuant to a "qualified liquidation" of the applicable REMIC as defined in Code Section 860F(a)(4)(A) and in
accordance with Article X.
(e) The Certificate Administrator shall maintain books with respect to the Trust and each
REMIC on a calendar year taxable year and on an accrual basis.
None of the Master Servicer, the Servicers, the Certificate Administrator or the Trustee shall
engage in a "prohibited transaction" (as defined in Code Section 860F(a)(2)), except that, with the prior written
consent of the Servicer and the Depositor, the Trustee or the Certificate Administrator may engage in the
activities otherwise prohibited by the foregoing paragraphs (b), (c) and (d); provided that the Servicers shall
have delivered to the Trustee and the Certificate Administrator an Opinion of Counsel to the effect that such
transaction will not result in the imposition of a tax on either the Upper-Tier REMIC or the Lower-Tier REMIC and
will not disqualify either REMIC from treatment as a REMIC; and, provided further, that the Servicers shall have
demonstrated to the satisfaction of the Trustee and the Certificate Administrator that such action will not
adversely affect the rights of the Holders of the Certificates, the Certificate Administrator, or the Trustee and
that such action will not adversely impact the rating of the Certificates.
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates. The Classes of Senior Certificates and the Subordinate
Certificates shall be substantially in the forms set forth in Exhibit X-0, Xxxxxxx X-0, Exhibit B and Exhibit C,
as applicable, and shall, on original issue, be executed by the Certificate Administrator and shall be
authenticated and delivered by the Certificate Administrator to or upon the order of the Depositor upon receipt
by the Custodian, on behalf of the Trustee, of the documents specified in Section 2.01. The Senior Certificates
(other than the Class 1-A-R Certificates) shall be available to investors in interests representing minimum
dollar Certificate Balances of $10,000 and integral multiples of $1 in excess thereof. The Subordinate
Certificates shall be available to investors in interests representing minimum dollar Certificate Balances of
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$10,000 and integral dollar multiples of $1 in excess thereof (except one Certificate of such Class may be issued
with a different Certificate Balance). Other than the 0.01% Percentage Interest in the Class 1-A-R Certificates
to be held by the Seller, the minimum denomination of the Class 1-A-R Certificates will be 20% of the Percentage
Interest of the Class 1-A-R Certificates. The Senior Certificates (other than the Class 1-A-R Certificates) and
the Class B-1, Class B-2 and Class B-3 Certificates shall initially be issued in book-entry form through the
Depository and delivered to the Depository or its designee, and all other Classes of Certificates shall initially
be issued in definitive, fully-registered form.
The Certificates shall be executed by manual or facsimile signature on behalf of the
Certificate Administrator by an authorized officer or signatory. Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf
of the Certificate Administrator shall bind the Certificate Administrator, notwithstanding that such individuals
or any of them have ceased to be so authorized prior to the execution and delivery of such Certificates or did
not hold such offices or positions at the date of such Certificate. No Certificate shall be entitled to any
benefit under this Agreement, or be valid for any purpose, unless such Certificate shall have been manually
countersigned by the Certificate Administrator substantially in the form provided for herein, and such
countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate
has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their
countersignature.
Section 6.02 Registration of Transfer and Exchange of Certificates.
(a) The Certificate Administrator shall cause to be kept at an office or agency in the
city in which the Corporate Trust Office of the Certificate Administrator is located a Certificate Register in
which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide
for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The
Certificate Administrator shall initially serve as Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
(b) At the option of the Certificateholders, Certificates may be exchanged for other
Certificates of authorized denominations of the same Class and aggregate Percentage Interest, upon surrender of
the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for
exchange, the Certificate Administrator shall execute and the Certificate Administrator shall authenticate,
countersign and deliver the Certificates which the Certificateholder making the exchange is entitled to receive.
Every Certificate presented or surrendered for transfer or exchange shall be duly endorsed by, or be accompanied
by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the
Holder thereof or its attorney duly authorized in writing.
(c) (i) Except as provided in paragraph (c)(iii) below, the Book-Entry Certificates
shall at all times remain registered in the name of the Depository or its nominee and at all times: (A)
registration of the Certificates may not be transferred except to another Depository; (B) the Depository
shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership
and transfers of such Book-Entry Certificates; (C) ownership and transfers of registration of the
Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established
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by the Depository; (D) the Depository may collect its usual and customary fees, charges and expenses
from its Depository Participants; (E) the Depository shall be the representative of the Certificate
Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this
Agreement, and requests and directions for and votes of the Depository shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; and (F) the Certificate
Administrator may rely and shall be fully protected in relying upon information furnished by the
Depository with respect to its Depository Participants and furnished by the Depository Participants with
respect to indirect participating firms and persons shown on the books of such indirect participating
firms as direct or indirect Certificate Owners.
(ii) All transfers by Certificate Owners of Book-Entry Certificates shall be made in
accordance with the procedures established by the Depository Participant or brokerage firm representing
such Certificate Owner. Each Depository Participant shall only transfer Book-Entry Certificates of
Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the
Depository's normal procedures.
(iii) If (A) (1) the Depositor advises the Certificate Administrator in writing that the
Depository is no longer willing or able to properly discharge its responsibilities as Depository, and
(2) the Certificate Administrator or the Depositor is unable to locate a qualified successor, or (B) to
the extent permitted by law, the Depositor at its option advises the Certificate Administrator in
writing that it elects to terminate the book-entry system through the Depository, the Certificate
Administrator shall notify all Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of definitive, fully-registered Certificates (the "Definitive
Certificates") to Certificate Owners. Upon surrender to the Certificate Administrator of the related
Class of Certificates by the Depository, accompanied by the instructions from the Depository for
registration, the Certificate Administrator shall prepare the Definitive Certificates, which will be
executed and authenticated by the Certificate Administrator pursuant to clause (b) above. None of the
Servicers, the Depositor, the Certificate Administrator or the Trustee shall be liable for any delay in
delivery of such instruction and may conclusively rely on, and shall be protected in relying on, such
instructions. The Depositor shall provide the Certificate Administrator with an adequate inventory of
certificates to facilitate the issuance and transfer of Definitive Certificates. Upon the issuance of
Definitive Certificates, the Holders of the Definitive Certificates shall be recognized as
Certificateholders hereunder.
(d) No transfer of a Private Certificate shall be made unless such transfer is exempt from
the registration requirements of the 1933 Act and any applicable state securities laws or is made in accordance
with the 1933 Act and such laws. In the event of any such transfer, (i) unless such transfer is made in reliance
on Rule 144A under the 1933 Act, the Certificate Administrator or the Depositor may require a written Opinion of
Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the
Certificate Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the Certificate Administrator or the
Depositor and (ii) the Certificate Administrator shall require a certificate from the Certificateholder desiring
to effect such transfer substantially in the form attached hereto as Exhibit G-1 and a certificate from such
Certificateholder's prospective transferee substantially in the form attached hereto either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Certificate Administrator or the Depositor;
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provided that the foregoing requirements under clauses (i) and (ii) shall not apply to a transfer of a Private
Certificate between or among the Depositor, the Seller, the Servicers, their affiliates or both. The Depositor
shall provide to any Holder of a Private Certificate and any prospective transferees designated by any such
Holder, information regarding the related Certificates and the Mortgage Loans and such other information as shall
be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such
certificate without registration thereof under the 1933 Act pursuant to the registration exemption provided by
Rule 144A. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Master Servicer, the Certificate Administrator, each Servicer, the Trustee and the Depositor
against any liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
(e) No transfer of an ERISA Restricted Certificate or a Residual Certificate shall be made
unless the transferee delivers to the Certificate Administrator either (i) a representation letter in the form of
Exhibit H from the transferee of such Certificate, which representation letter shall not be an expense of the
Depositor, the Certificate Administrator, the Trustee, the Master Servicer or the Servicers, or (ii) in the case
of any ERISA Restricted Certificate presented for registration in the name of an employee benefit plan or
arrangement, including an individual retirement account, subject to Title I of ERISA, Section 4975 of the Code,
or any federal, state or local law which is similar to Section 406 of ERISA or Section 4975 of the Code
("Similar Law") (collectively, a "Plan"), or a trustee or custodian of any of the foregoing, an Opinion of Counsel
for the benefit of the Trustee, Servicers, the Master Servicer and the Certificate Administrator upon which they
may rely that the purchase of the ERISA Restricted Certificate is permissible under local law, will not
constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code
or Similar Law, and will not subject the Certificate Administrator, the Trustee, the Master Servicer or the
Servicers to any obligation or liability in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Certificate Administrator, the Trustee, the Master Servicer or the
Servicers. Any transferee of an ERISA Restricted Certificate that does not comply with either clause (i) or (ii)
of the preceding sentence will be deemed to have made one of the representations set forth in Exhibit H.
Notwithstanding anything else to the contrary herein, any purported transfer of a Residual Certificate to or on
behalf of a Plan shall be void and of no effect. Notwithstanding anything else to the contrary herein, any
purported transfer of an ERISA Restricted Certificate to or on behalf of a Plan without the delivery to the
Certificate Administrator, the Trustee, the Master Servicer and the Servicers of an Opinion of Counsel
satisfactory to the Certificate Administrator and the Servicers as described above shall be void and of no effect.
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None of the Trustee, the Certificate Administrator, the Servicers, the Master Servicer or the
Certificate Registrar shall have any liability for transfers of Book-Entry Certificates made through the
book-entry facilities of the Depository or between or among any Depository Participants or Certificate Owners,
made in violation of applicable restrictions. The Certificate Administrator and the Trustee may rely and shall
be fully protected in relying upon information furnished by the Depository with respect to its Depository
Participants and furnished by the Depository Participants with respect to indirect participating firms and
Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners.
To the extent permitted under applicable law (including, but not limited to, ERISA), none of
the Depositor, the Certificate Administrator, the Master Servicer or the Trustee shall be under any liability to
any Person for any registration of transfer of any ERISA Restricted Certificate that is in fact not permitted by
this Section 6.02 or for making any payments due on such Certificate to the Holder thereof or taking any other
action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered
by the Certificate Registrar in accordance with the foregoing requirements.
(f) Each Person who has or who acquires any Ownership Interest in a Residual Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the
following provisions, and the rights of each Person acquiring any Ownership Interest in a Residual Certificate
are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Certificate Administrator of any change or
impending change in its status as a Permitted Transferee.
(ii) No Person shall acquire an Ownership Interest in a Residual Certificate unless such
Ownership Interest is a pro rata undivided interest.
(iii) In connection with any proposed transfer of any Ownership Interest in a Residual
Certificate, the proposed transferee shall deliver to the Certificate Administrator, in form and
substance satisfactory to the Certificate Administrator, an affidavit in the form of Exhibit I-1 hereto,
and the proposed transferor shall deliver to the Certificate Administrator, in form and substance
satisfactory to the Certificate Administrator, a transferor certificate in the form of Exhibit I-2
hereto.
(iv) Notwithstanding the delivery of an affidavit by a proposed transferee under clause
(iii) above, if a Responsible Officer of the Certificate Administrator has actual knowledge that the
proposed transferee is not a Permitted Transferee, no transfer of any Ownership Interest in a Residual
Certificate to such proposed transferee shall be effected by the Certificate Administrator.
(v) No Ownership Interest in a Residual Certificate may be purchased by or transferred to
any Person that is not a U.S. Person, unless (A) such Person holds such Residual Certificate in
connection with the conduct of a trade or business within the United States and furnishes the
transferor, the Depositor and the Certificate Administrator with an effective Internal Revenue Service
Form W-8ECI (or successor thereto) or (B) the transferee delivers to the transferor, the Depositor and
the Certificate Administrator an Opinion of Counsel from a nationally-recognized tax counsel to the
effect that such transfer is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of a Residual Certificate will not be disregarded for
federal income tax purposes.
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(vi) Any attempted or purported transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section 6.02 shall be absolutely null and void and
shall vest no rights in the purported transferee. If any purported transferee shall, in violation of
the provisions of this Section 6.02, become a Holder of a Residual Certificate, then the prior Holder of
such Residual Certificate that is a Permitted Transferee shall, upon discovery that the registration of
transfer of such Residual Certificate was not in fact permitted by this Section 6.02, be restored to all
rights as Holder thereof retroactive to the date of registration of transfer of such Residual
Certificate. The Certificate Administrator shall be under no liability to any Person for any
registration of transfer of a Residual Certificate that is in fact not permitted by this Section 6.02 or
for making any distributions due on such Residual Certificate to the Holder thereof or taking any other
action with respect to such Holder under the provisions of the Agreement so long as the transfer was
registered in accordance with this Section 6.02. The Certificate Administrator and the Depositor shall
be entitled to recover from any Holder of a Residual Certificate that was in fact not a Permitted
Transferee at the time such distributions were made all distributions made on such Residual
Certificate. Any such distributions so recovered by the Certificate Administrator or the Depositor
shall be distributed and delivered by the Certificate Administrator to the prior Holder of such Residual
Certificate that is a Permitted Transferee.
(vii) If any Person other than a Permitted Transferee acquires any Ownership Interest in a
Residual Certificate in violation of the restrictions in this Section 6.02, then the Certificate
Administrator, based on information provided to the Certificate Administrator by each Servicer, will
provide to the Internal Revenue Service, and to the Persons specified in Section 860E(e)(3) and (6) of
the Code, information needed to compute the tax imposed under Section 860E(e) of the Code on transfers
of residual interests to disqualified organizations. The expenses of the Certificate Administrator
under this clause (vii) shall be reimbursable by the Trust.
(viii) No Ownership Interest in a Residual Certificate shall be acquired by a Plan or any
Person acting on behalf of a Plan.
(g) [Reserved]
(h) No service charge shall be imposed for any transfer or exchange of Certificates of any
Class, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer or exchange of Certificates.
(i) All Certificates surrendered for transfer and exchange shall be destroyed by the
Certificate Registrar in accordance with its standard procedures.
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Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated
Certificate is surrendered to the Certificate Registrar or the Certificate Registrar receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Certificate
Administrator, the Trustee, the Depositor and the Certificate Registrar such security or indemnity reasonably
satisfactory to each, to save each of them harmless, then, in the absence of actual notice to the Certificate
Administrator, the Trustee or the Certificate Registrar that such Certificate has been acquired by a protected
purchaser, the Certificate Administrator shall execute and authenticate and the Certificate Registrar shall
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of the same Class and Percentage Interest but bearing a number not contemporaneously outstanding.
Upon the issuance of any new Certificate under this Section, the Certificate Registrar may require the payment of
a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in
the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at
any time.
Section 6.04 Persons Deemed Owners. Prior to due presentation of a Certificate for
registration of transfer, the Depositor, the Servicers, the Certificate Administrator, the Trustee, the
Certificate Registrar and any agent of the Depositor, the Servicers, the Certificate Administrator, the Trustee
or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions pursuant to Section 5.01 and for all other purposes
whatsoever, and none of the Depositor, the Servicers, the Master Servicer, the Certificate Administrator, the
Trustee, the Certificate Registrar or any agent of the Depositor, the Servicers, the Certificate Administrator,
the Master Servicer, the Trustee or the Certificate Registrar shall be affected by notice to the contrary.
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ARTICLE VII
THE DEPOSITOR, THE MASTER SERVICER AND THE SERVICERS
Section 7.01 Respective Liabilities of the Depositor, the Master Servicer and the
Servicers. The Depositor, the Master Servicer and each Servicer shall each be liable in accordance herewith only
to the extent of the obligations specifically and respectively imposed upon and undertaken by the Depositor, the
Master Servicer and each Servicer herein. By way of illustration and not limitation, the Depositor is not liable
for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 8.01 to assume any
obligations of either Servicer or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such
obligation in accordance herewith.
Section 7.02 Merger or Consolidation of the Depositor, the Master Servicer or a Servicer.
The Depositor, the Master Servicer and each Servicer will each keep in full effect its existence, rights and
franchises as a separate entity under the laws governing its organization, and will each obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the
Mortgage Loans and to perform its respective duties under this Agreement.
Any Person into which the Depositor, the Master Servicer or either Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to which the Depositor, the Master
Servicer or such Servicer shall be a party, or any Person succeeding to the business of the Depositor, the Master
Servicer or such Servicer, shall be the successor of the Depositor, the Master Servicer or the applicable
Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the
successor or surviving Person to the applicable Servicer shall be qualified to service mortgage loans on behalf
of FNMA or FHLMC.
Section 7.03 Limitation on Liability of the Depositor, the Master Servicer, the Servicers
and Others; Liability of Master Servicer and Servicers.
(a) None of the Depositor, the Master Servicer, either Servicer or any of the directors,
officers, employees or agents of the Depositor, the Master Servicer or of a Servicer shall be under any liability
to the Trust Estate or the Certificateholders for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Master Servicer, the Servicers or any such Person against any
breach of warranties or representations made herein or any liability which would otherwise be imposed by reason
of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The Depositor, the Master Servicer, each Servicer and any
director, officer, employee or agent of the Depositor, the Master Servicer or a Servicer may rely in good faith
on any document of any kind prima facie properly executed and submitted by any Person respecting any matters
arising hereunder. The Depositor, the Master Servicer, each Servicer and any director, officer, employee or
agent of the Depositor, the Master Servicer or a Servicer shall be indemnified by the Trust Estate and held
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harmless against any loss, liability or expense incurred in connection with any legal action relating to this
Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or
Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder. None of the Depositor, the Master Servicer or either Servicer shall be under any obligation to appear
in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement
and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the
Master Servicer or a Servicer may in its discretion undertake any such action which it may deem necessary or
desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust Estate, and the Depositor, the Master
Servicer and each Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the
Mortgage Loans on deposit in the related Servicer Custodial Account as provided by Section 3.11.
(b) Subject to clause (a) above, each Servicer (except the Trustee if it is required to
succeed the Servicer hereunder) indemnifies and holds the Trustee, the Master Servicer, the Certificate
Administrator, the Depositor and the Trust harmless against any and all claims, losses, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the
Trustee, the Master Servicer, the Certificate Administrator, the Depositor and the Trust may sustain in any way
related to the failure of such Servicer to perform its duties and service the Mortgage Loans in compliance with
this Agreement. The related Servicer, the Trustee, the Master Servicer, the Certificate Administrator and the
Depositor shall notify the other parties if a claim is made that may result in such claims, losses, penalties,
fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expenses, and the
related Servicer shall assume (with the consent of the applicable party) the defense of any such claim and pay
all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against any Servicer, the Trustee, the Master Servicer, the
Certificate Administrator, the Depositor or the Trust in respect of such claim. The provisions of this
Section 7.03(b) shall survive the resignation or removal of any Servicer, the termination of this Agreement and
the payment of the outstanding Certificates.
(c) In taking or recommending any course of action pursuant to this Agreement, unless
specifically required to do so pursuant to this Agreement, a Servicer shall not be required to investigate or
make recommendations concerning potential liabilities which the Trust might incur as a result of such course of
action by reason of the condition of the Mortgaged Properties but shall give notice to the Trustee and the
Certificate Administrator if it has notice of such potential liabilities.
(d) A Servicer shall not be liable for any acts or omissions of any other Servicer, except
as otherwise expressly provided herein.
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(e) Subject to clause (a) above, the Master Servicer indemnifies and holds the Trustee,
the Certificate Administrator, the Depositor and the Trust harmless against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and
expenses that the Trustee, the Certificate Administrator, the Depositor and the Trust may sustain related to the
failure of the Master Servicer to perform its duties and master service the Mortgage Loans in compliance with
this Agreement. The Master Servicer, the Trustee, the Certificate Administrator and the Depositor shall notify
the other parties if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal
fees or related costs, judgments, or any other costs, fees and expenses, and the Master Servicer shall assume
(with the consent of the Trustee and the Depositor) the defense of any such claim and pay all expenses in
connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against the Trustee, the Master Servicer, the Certificate Administrator, the
Depositor or the Trust in respect of such claim. The provisions of this Section 7.03(e) shall survive the
resignation or removal of the Master Servicer, the termination of this Agreement and the payment of the
outstanding Certificates.
(f) The Master Servicer shall not be under any obligation to appear in, prosecute or
defend any legal action that is not incidental to its duties under this Agreement and that in its opinion may
involve it in any expense or liability; provided, however, the Master Servicer may in its discretion, with the
consent of the Trustee (which consent shall not be unreasonably withheld), undertake any such action which it may
deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and
the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action
and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust, and the Master
Servicer shall be entitled to be reimbursed therefor out of the Collection Account as provided by Section 3.11(b)
hereof. Nothing in this Section 7.03(f) shall affect the Master Servicer's obligation to supervise, or to take
such actions as are necessary to ensure, the servicing and administration of the Mortgage Loans pursuant to
Sections 3.24 and 3.25 hereof.
Section 7.04 Depositor, Master Servicer and Servicers Not to Resign. Subject to the
provisions of Section 7.02, none of the Depositor, the Master Servicer or any Servicer shall resign from its
respective obligations and duties hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law. Any such determination permitting the resignation of the Depositor, the
Master Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee
and the Certificate Administrator. No such resignation by a Servicer shall become effective until the Master
Servicer or a successor Servicer shall have assumed such Servicer's responsibilities and obligations in
accordance with Section 8.05 hereof, and no such resignation by the Master Servicer shall become effective unless
and until the Certificate Administrator shall also resign and be removed in accordance with Section 9.06 hereof.
Section 7.05 Successor Master Servicer. If the Master Servicer shall for any reason no
longer be the Master Servicer (including by reason of an Event of Default), the Trustee shall thereupon assume,
if it so elects, or shall appoint a successor Master Servicer to assume, all of the rights and obligations of
such Master Servicer hereunder arising thereafter (except that the Trustee or any successor Master Servicer shall
not be (a) liable for any acts or omissions of such predecessor Master Servicer hereunder, (b) obligated to make
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Advances if it is prohibited from doing so by applicable law, (c) deemed to have made any representations or
warranties of such predecessor Master Servicer hereunder, (d) fund any losses on any Permitted Investment
directed by such predecessor Master Servicer, or (e) obligated to perform any obligation of the Master Servicer
under Section 12.06 or Section 12.08 with respect to any period of time during which the Trustee or such
successor Master Servicer was not acting as the Master Servicer). Any such assumption shall be subject to
Section 8.05 hereof and shall require the removal of the Certificate Administrator in accordance with Section
9.06 hereof.
In connection with the appointment of any successor master servicer or the assumption of the
duties of the Master Servicer, the Trustee may make such arrangements for the compensation of such successor
master servicer out of payments on the Mortgage Loans as the Trustee and such successor master servicer shall
agree. Notwithstanding the foregoing, the compensation payable to a successor master servicer may not exceed the
compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to
act as Master Servicer hereunder.
All costs incurred in connection with the transition of the master servicing to the Trustee or
the successor Master Servicer shall be paid by the predecessor Master Servicer, and if not so paid shall be
reimbursed to the Trustee by the Trust. If the Trustee is acting as Master Servicer pursuant to either Section
7.04 or Section 8.05, all costs incurred by the Trustee acting as Master Servicer in connection with the
transition of master servicing from the Trustee to a successor Master Servicer shall be paid by the predecessor
Master Servicer from which the Trustee took over as Master Servicer pursuant to either Section 7.04 or Section
8.05, and if not so paid shall be reimbursed to the Trustee by the Trust.
Section 7.06 Sale and Assignment of Master Servicing. The Master Servicer may sell and
assign its rights and delegate its duties and obligations in its entirety as Master Servicer under this
Agreement, and the Depositor may terminate the Master Servicer without cause and select a new Master Servicer;
provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a
Person which shall be qualified to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac; (b) shall have a net
worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii)
below); (c) shall be reasonably satisfactory to the Trustee and the Depositor (as evidenced in a writing signed
by the Trustee and the Depositor); and (d) shall execute and deliver to the Trustee an agreement, in form and
substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and
punctual performance and observance of each covenant and condition to be performed or observed by it as master
servicer under this Agreement and any custodial agreement from and after the effective date of such agreement;
(ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the
Master Servicer, and each Rating Agency's rating of the Certificates in effect immediately prior to such
assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment,
sale and delegation, as evidenced by a letter to such effect delivered to the Master Servicer and the Trustee;
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(iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an Officer's
Certificate and an Opinion of Counsel addressed to the Trustee, each stating that all conditions precedent to
such action under this Agreement have been completed and such action is permitted by and complies with the terms
of this Agreement; (iv) in the event the Master Servicer is terminated without cause by the Depositor, the
Depositor shall pay the terminated Master Servicer a termination fee equal to 0.25% of the aggregate Stated
Principal Balance of the Mortgage Loans at the time the master servicing of the Mortgage Loans is transferred to
the successor Master Servicer; and (v) the Certificate Administrator shall also resign and be removed in
accordance with Section 9.06 hereof. No such assignment or delegation shall affect any rights or liabilities of
the Master Servicer arising prior to the effective date thereof.
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default. If any one of the following events ("Events of Default")
shall occur and be continuing:
(a) any failure by the Master Servicer or a Servicer to deposit amounts in the Certificate
Account, Collection Account or the related Servicer Custodial Account, respectively, in the amount and manner
provided herein so as to enable the Certificate Administrator to distribute to Holders of Certificates any
payment required to be made under the terms of such Certificates and this Agreement which continues unremedied
for a period of three (3) Business Days after the date upon which written notice of such failure shall have been
given to the Master Servicer or such Servicer; or
(b) failure on the part of the Master Servicer or a Servicer duly to observe or perform in
any material respect any other covenants or agreements of the Master Servicer or such Servicer set forth in the
Certificates or in this Agreement, which covenants and agreements continue unremedied for a period of 30 days
after the date on which written notice of such failure, requiring the same to be remedied, shall have been given
to the Master Servicer or such Servicer by the Certificate Administrator, the Trustee or the Depositor, or to the
Master Servicer, the Servicers, the Depositor, the Certificate Administrator and the Trustee by the Holders of
Certificates evidencing Voting Rights aggregating not less than 25% of all Certificates affected thereby; or
(c) any breach of a representation or warranty made by a Servicer or the Master Servicer
under this Agreement, which materially and adversely affects the interests of the Certificateholders, and which
breach continues unremedied for a period of 30 days after the date on which written notice of such breach,
requiring the same to be remedied, shall have been given to such Servicer by the Master Servicer, the Certificate
Administrator, the Trustee or the Depositor, to the Master Servicer by a Servicer, the Depositor, the Certificate
Administrator or the Trustee, or to the Servicers, the Master Servicer, the Depositor, the Certificate
Administrator and the Trustee by the Holders of Certificates evidencing Voting Rights aggregating not less than
25% of all Certificates affected thereby; or
(d) the entry of a decree or order by a court or agency or supervisory authority having
jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar proceedings against the Master Servicer or
a Servicer, or for the winding up or liquidation of the Master Servicer or a Servicer's affairs, and the
continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or
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(e) the consent by the Master Servicer or a Servicer to the appointment of a conservator
or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings of or relating to the Master Servicer or a Servicer or of or relating to substantially all of
its property; or the Master Servicer or a Servicer shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations;
or
(f) the failure by the Master Servicer or a Servicer to duly perform, within the required
time period, its obligations under Article XII;
then, and in each and every such case (other than an Event of Default described in clause (a) hereof regarding a
failure to make required Periodic Advances), (i) so long as an Event of Default in respect of a Servicer shall
not have been remedied by the applicable Servicer, the Master Servicer may, and at the direction of the Holders
of Certificates evidencing Voting Rights aggregating not less than 51% of all Certificates affected thereby
shall, by notice then given in writing to such Servicer, terminate all of the rights and obligations of such
Servicer under this Agreement and (ii) so long as an Event of Default in respect of the Master Servicer shall not
have been remedied by the Master Servicer, either the Trustee or the Depositor may, and at the direction of the
Holders of Certificates evidencing Voting Rights aggregating not less than 51% of all Certificates affected
thereby shall, by notice then given in writing to the Master Servicer (and to the Trustee, if given by the
Depositor, and to the Depositor, if given by the Trustee), terminate all of the rights and obligations of the
Master Servicer under this Agreement. If an Event of Default described in clause (a) hereof regarding a failure
to make required Periodic Advances shall occur in respect of a Servicer, the Master Servicer shall, by notice to
the related Servicer, terminate all of the rights and obligations of such Servicer under this Agreement and the
Master Servicer, as successor Servicer, or another successor Servicer appointed by the Master Servicer pursuant
to Section 8.05, shall make the Periodic Advance which such Servicer failed to make (subject to the Master
Servicer's determination as to the recoverability of such Periodic Advance). If an Event of Default described in
clause (a) hereof regarding a failure to make required Periodic Advances shall occur in respect of the Master
Servicer, the Trustee shall, by notice to the Master Servicer, terminate all of the rights and obligations of the
Master Servicer under this Agreement and the Trustee, as successor Servicer, or another successor Servicer
appointed by the Trustee, acting as successor Master Servicer, pursuant to Section 8.05, shall make the Periodic
Advance which the Master Servicer failed to make.
On or after the receipt by a Servicer of a written notice of termination pursuant to this
Section 8.01, all authority and power of such Servicer under this Agreement, whether with respect to the
Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Master Servicer (or in the
successor Servicer appointed by the Depositor, for an Event of Default pursuant to Section 8.01(f)), subject to
Sections 3.25 and 8.05 hereof, pursuant to and under this Section 8.01, unless and until such time as the Master
Servicer, if applicable, shall appoint a successor Servicer pursuant to Section 8.05, and, without limitation,
the Master Servicer (or the successor Servicer appointed by the Depositor, as the case may be) is hereby
authorized and empowered to execute and deliver, on behalf of such Servicer, as attorney-in-fact or otherwise,
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any and all documents and other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination. Each Servicer agrees to cooperate with the
Master Servicer (or the successor Servicer appointed by the Depositor, as the case may be) in effecting the
termination of the responsibilities and rights of such Servicer hereunder, including, without limitation, the
transfer to the Master Servicer (or the successor Servicer appointed by the Depositor, as the case may be), for
the administration by it, of all amounts that have been deposited by such Servicer in the related Servicer
Custodial Account or thereafter received by such Servicer with respect to the Mortgage Loans.
The Master Servicer (or the successor Servicer appointed by the Depositor, as the case may be)
shall be entitled to be reimbursed by the Servicer (or by the Trust, if the Servicer is unable to fulfill its
obligations hereunder) for all costs associated with the transfer of servicing, including, without limitation,
any costs or expenses associated with the complete transfer of all servicing data and the completion, correction
or manipulation of such servicing data as may be required by the Master Servicer (or the successor Servicer
appointed by the Depositor, as the case may be) to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Master Servicer (or the successor Servicer appointed by the Depositor, as the case may
be) to service the Mortgage Loans properly and effectively.
If the Master Servicer acts as a successor Servicer, it shall not assume liability for the
representations and warranties of the Servicer that it replaces. The Master Servicer shall use reasonable
efforts to have any successor Servicer assume liability for the representations and warranties made by the
terminated Servicer.
On or after the receipt by the Master Servicer of a written notice of termination pursuant to
this Section 8.01, all authority and power of the Master Servicer under this Agreement, whether with respect to
the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee (or in the
successor Master Servicer appointed by the Depositor, for an Event of Default pursuant to Section 8.01(f)),
subject to Section 8.05 hereof, pursuant to and under this Section 8.01, unless and until such time as the
Trustee shall appoint a successor Master Servicer pursuant to Section 8.05, and, without limitation, the Trustee
(or the successor Master Servicer appointed by the Depositor, as the case may be) is hereby authorized and
empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all
documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to
effect the purposes of such notice of termination. The Master Servicer and Certificate Administrator agree to
cooperate with the Trustee (or the successor Master Servicer appointed by the Depositor, as the case may be) in
effecting the termination of the responsibilities and rights of the Master Servicer and Certificate Administrator
hereunder, including, without limitation, the transfer to the Trustee (or the successor Master Servicer appointed
by the Depositor, as the case may be), for the administration by it, of all amounts that have been deposited by
the Master Servicer or Certificate Administrator in the Collection Account or the Certificate Account or
thereafter received by the Master Servicer or Certificate Administrator with respect to the Mortgage Loans.
Upon obtaining notice or knowledge of the occurrence of an Event of Default, the Person
obtaining such notice or knowledge shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register and to each Rating Agency. All costs and expenses
(including attorneys' fees) incurred in connection with transferring the servicing files to the successor
Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall
be paid by the predecessor Servicer (or, if the predecessor Servicer is the Master Servicer, by the predecessor
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to such predecessor, or, if not so paid, by the Trust). All costs and expenses (including attorneys' fees)
incurred in connection with transferring the master servicing files to the successor Master Servicer and amending
this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 shall be paid by the
predecessor Master Servicer (or, if the predecessor Master Servicer is the Trustee, by the predecessor to such
predecessor, or, if not so paid, by the Trust). Notwithstanding the termination of the Master Servicer or any
Servicer pursuant hereto, the Master Servicer and each Servicer shall remain liable for any causes of action
arising out of any Event of Default relating to the Master Servicer or such Servicer, respectively, occurring
prior to such termination.
The Holders of Certificates entitled to at least 66 2/3% of the Voting Rights allocated to the
Classes of Certificates affected by an Event of Default may, on behalf of all Certificateholders, waive any
events permitting removal of the Master Servicer as the Master Servicer or a Servicer as servicer pursuant to
this Article VIII, provided, however, that an Event of Default involving making a required distribution on a
Certificate may only be waived by all Holders of Certificates, provided further, however, that an Event of
Default under Section 8.01(f) may only be waived with the consent of the Depositor. Upon any waiver of a past
default, such default shall cease to exist and any Event of Default arising therefrom shall be deemed to have
been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other
default or impair any right consequent thereto except to the extent expressly so waived. Notice of any such
waiver shall be given by the Certificate Administrator to the Rating Agencies.
Section 8.02 Remedies of Trustee. During the continuance of any Event of Default, so long
as such Event of Default shall not have been remedied, the Trustee, in addition to the rights specified in
Section 8.01, shall have the right, in its own name as trustee of an express trust, to take all actions now or
hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders (including the institution and
prosecution of all judicial, administrative and other proceedings and the filing of proofs of claim in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement
shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any
other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or
shall be deemed to be a waiver of any Event of Default.
Section 8.03 Directions by Certificateholders and Duties of Trustee During Event of
Default. During the continuance of any Event of Default, Holders of Certificates evidencing Voting Rights
aggregating not less than 25% of each Class of Certificates affected thereby may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee under this Agreement; provided, however, that the Trustee shall be under no obligation
to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including,
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without limitation, (a) the conducting or defending of any administrative action or litigation hereunder or in
relation hereto, and (b) the terminating of the Master Servicer or any successor Master Servicer from its rights
and duties as servicer hereunder) at the request, order or direction of any of the Certificateholders, unless
such Certificateholders shall have offered to the Trustee security or indemnity reasonable to the Trustee against
the costs, expenses and liabilities which may be incurred therein or thereby and, provided further, that, subject
to the provisions of Section 9.01, the Trustee shall have the right to decline to follow any such direction if
the Trustee, based upon an Opinion of Counsel, determines that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would
involve it in personal liability or be unjustly prejudicial to the non-assenting Certificateholders.
Section 8.04 Action upon Certain Failures of the Master Servicer or a Servicer and upon
Event of Default. In the event that a Responsible Officer of the Certificate Administrator or the Trustee shall
have actual knowledge of any failure of the Master Servicer or a Servicer specified in Section 8.01(a) or (b)
which would become an Event of Default upon the Master Servicer's or such Servicer's failure to remedy the same
after notice, the Certificate Administrator or the Trustee, as the case may be, shall give notice thereof to the
Master Servicer or such Servicer, as applicable. If a Responsible Officer of the Certificate Administrator or
the Trustee shall have knowledge of an Event of Default, the Certificate Administrator or the Trustee, as the
case may be, shall give prompt written notice thereof to the Certificateholders.
Section 8.05 Trustee and Master Servicer to Act; Appointment of Successors.
(a) If an Event of Default (other than an Event of Default pursuant to Section 8.01(f))
occurs with respect to the Master Servicer, the Trustee shall take action as follows:
(i) On and after the time the Master Servicer receives a notice of termination
pursuant to Section 8.01, the Trustee shall, subject to the provisions of Section 7.05 hereof, be the
successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement
and the transactions set forth or provided for herein and shall be subject to all the responsibilities,
duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof
or shall appoint a successor pursuant to Section 7.05. Notwithstanding anything provided herein to the
contrary, under no circumstances shall any provision of this Agreement be construed to require the
Trustee, acting in its capacity as successor to the Master Servicer in its obligation to make Advances,
to advance, expend or risk its own funds or otherwise incur any financial liability in the performance
of its duties hereunder if it shall have reasonable grounds for believing that such funds are
non-recoverable. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or
shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution having a net worth of not less than
$15,000,000 as the successor to the terminated Master Servicer hereunder in the assumption of all or any
part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however,
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that any such institution appointed as successor Master Servicer shall not, as evidenced in writing by
each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately
prior to the termination of the terminated Master Servicer. The appointment of the Trustee or any other
successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may
have arisen under this Agreement prior to its termination as Master Servicer, nor shall the Trustee or
any other successor Master Servicer be liable for any acts or omissions of the predecessor Master
Servicer or for any breach by such predecessor Master Servicer of any of its representations or
warranties contained herein or in any related document or agreement. Pending appointment of a successor
to the terminated Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the
Trustee shall act in such capacity as provided above. The Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any such succession.
(b) If an Event of Default (other than an Event of Default pursuant to Section 8.01(f))
occurs with respect to a Servicer, the Master Servicer shall take action as follows:
(i) On and after the time a Servicer receives a notice of termination pursuant to
Section 8.01, the Master Servicer shall, subject to the provisions of Section 3.25 hereof, be the
successor in all respects to such Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the responsibilities, duties
and liabilities relating thereto placed on such Servicer by the terms and provisions hereof or shall
appoint a successor pursuant to Section 3.25. Notwithstanding anything provided herein to the contrary,
under no circumstances shall any provision of this Agreement be construed to require the Master
Servicer, acting in its capacity as successor to a Servicer in its obligation to make Advances, to
advance, expend or risk its own funds or otherwise incur any financial liability in the performance of
its duties hereunder if it shall have reasonable grounds for believing that such funds are
non-recoverable. Subject to Section 8.05(b)(ii), as compensation therefor, the Master Servicer shall be
entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no
such notice of termination had been given. Notwithstanding the above, the Master Servicer may, if it
shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court
of competent jurisdiction to appoint, any established housing and home finance institution having a net
worth of not less than $15,000,000 as the successor to the terminated Servicer hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of such Servicer hereunder;
provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in
writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates
immediately prior to the termination of the terminated Servicer. The appointment of the Master Servicer
or any other successor Servicer shall not affect any liability of the predecessor Servicer which may
have arisen under this Agreement prior to its termination as a Servicer, nor shall the Master Servicer
or any other successor Servicer be liable for any acts or omissions of the predecessor Servicer or for
any breach by such predecessor Servicer of any of its representations or warranties contained herein or
in any related document or agreement. Pending appointment of a successor to the terminated Servicer
hereunder, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act
in such capacity as provided above. The Master Servicer and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such succession.
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(ii) In connection with the appointment of a successor Servicer or the assumption
of the duties of a Servicer, as specified in Section 8.05(b)(i), the Master Servicer may make such
arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the
predecessor Servicer as it and such successor shall agree, not to exceed the Servicing Fee Rate.
(c) If an Event of Default pursuant to Section 8.01(f) occurs with respect to a Servicer
or the Master Servicer, on and after the time such Servicer or the Master Servicer receives a notice of
termination pursuant to Section 8.01, the successor to such Servicer or the Master Servicer appointed by the
Depositor shall be the successor in all respects to such Servicer or the Master Servicer under this Agreement and
the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on such Servicer or the Master Servicer by the terms and provisions hereof.
The successor to such Servicer or Master Servicer shall be an established housing and home finance institution
having a net worth of not less than $15,000,000; provided, however, that any such institution appointed as
successor Servicer or Master Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect
the then current rating of any Class of Certificates immediately prior to the termination of the terminated
Servicer or Master Servicer, as applicable. The appointment of the successor Servicer or Master Servicer shall
not affect any liability of the predecessor Servicer or Master Servicer, as applicable, which may have arisen
under this Agreement prior to its termination as a Servicer or Master Servicer, nor shall the successor Servicer
or Master Servicer be liable for any acts or omissions of the predecessor Servicer or Master Servicer, as
applicable, or for any breach by such predecessor Servicer or Master Servicer of any of its representations or
warranties contained herein or in any related document or agreement. Any such successor Servicer or Master
Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such
succession. In connection with the appointment of a successor Servicer or the assumption of the duties of a
Servicer, the Master Servicer may make such arrangements for the compensation of such successor out of payments
on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree, not to exceed the
Servicing Fee Rate.
Section 8.06 Notification to Certificateholders. Upon any termination or appointment of a
successor to the Master Servicer or a Servicer pursuant to this Article VIII, the Certificate Administrator shall
give prompt written notice thereof to Certificateholders at their respective addresses appearing in the
Certificate Register and to the Rating Agencies.
ARTICLE IX
THE TRUSTEE AND CERTIFICATE ADMINISTRATOR
Section 9.01 Duties of Trustee and the Certificate Administrator.
(a) The Trustee prior to the occurrence of an Event of Default of which a Responsible
Officer of the Trustee shall have actual knowledge with respect to the Master Servicer and after the curing or
waiver of all Events of Default with respect to the Master Servicer which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of
Default with respect to the Master Servicer has occurred of which a Responsible Officer of the Trustee shall have
actual knowledge (which has not been cured or waived), the Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care and skill in their exercise as a reasonably
prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. The
Certificate Administrator shall perform such duties and only such duties as are specifically required of it, as
set forth in this Agreement.
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The Trustee and the Certificate Administrator, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished to such Person which are
specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to
determine whether they conform to the requirements of this Agreement; provided however that neither the Trustee
nor the Certificate Administrator shall be responsible for the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument furnished by the Servicers or the
Depositor hereunder. If any such instrument is found not to conform in any material respect to the requirements
of this Agreement, the Trustee or the Certificate Administrator, as the case may be, shall notify the
Certificateholders of such instrument in the event that the Trustee or the Certificate Administrator, as the case
may be, after so requesting, does not receive a satisfactorily corrected instrument.
(b) No provision of this Agreement shall be construed to relieve the Trustee or the
Certificate Administrator from liability for its own negligent action, its own negligent failure to act or its
own willful misfeasance; provided, however, that:
(i) Prior to the occurrence of an Event of Default with respect to the Master Servicer of
which a Responsible Officer of the Trustee shall have actual knowledge, and after the curing or waiver
of all such Events of Default with respect to the Master Servicer which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express provisions of this Agreement;
neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such
duties and obligations as are specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee or the Certificate Administrator and,
in the absence of bad faith on the part of the Trustee and the Certificate Administrator, the Trustee
and the Certificate Administrator may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions furnished to the
Trustee and the Certificate Administrator by the Depositor, the Master Servicer or any Servicer and
which on their face, do not contradict the requirements of this Agreement;
(ii) Neither the Trustee (in its individual capacity) nor the Certificate Administrator (in
its individual capacity) shall be personally liable for an error of judgment made in good faith by any
Responsible Officer or other officers thereof, unless it shall be proved that the Trustee or the
Certificate Administrator, as the case may be, was negligent in ascertaining the pertinent facts;
(iii) Neither the Trustee (in its individual capacity) nor the Certificate Administrator (in
its individual capacity) shall be personally liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with the direction of Certificateholders as
provided in Section 8.03;
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(iv) The Trustee shall not be charged with knowledge of any default or Event of Default
unless a Responsible Officer of the Trustee assigned to and working in the Corporate Trust Office
obtains actual knowledge of such default or Event of Default or any officer of the Trustee receives
written notice of such default or Event of Default at its Corporate Trust Office. In the absence of
such notice or actual knowledge, the Trustee may conclusively assume that there is no default or Event
of Default;
(v) The Certificate Administrator shall not be charged with knowledge of any default
(other than a default in payment to the Certificate Administrator) unless a Responsible Officer of the
Certificate Administrator assigned to working in the Corporate Trust Office obtains actual knowledge of
such failure or event or any officer of the Certificate Administrator receives written notice of such
failure or event at its Corporate Trust Office and in the absence of receipt of such notice or actual
knowledge, the Certificate Administrator may conclusively assume that there is no default or Event of
Default;
(vi) No provision in this Agreement shall require the Trustee or the Certificate
Administrator to expend or risk its own funds (including, without limitation, the making of any Advance
by the Trustee as a successor Master Servicer) or otherwise incur any personal financial liability in
the performance of any of its duties as Trustee or Certificate Administrator hereunder, or in the
exercise of any of its rights or powers, if the Trustee or the Certificate Administrator shall have
reasonable grounds for believing that repayment of funds or adequate indemnity against such risk or
liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall
in any event require the Trustee or the Certificate Administrator to perform, or be responsible for the
manner or performance of, any of the obligations of a Servicer under this Agreement, except, with
respect to the Master Servicer, during such time, if any, as the Trustee shall be the successor to, and
be vested with the rights, duties, powers and privileges of, the predecessor Master Servicer in
accordance with the terms of this Agreement; and
(vii) Neither the Certificate Administrator nor the Trustee shall have a duty (A) to see to
any recording, filing, or depositing of this Agreement or any agreement referred to herein or any
financing statement or continuation statement, or to see to the maintenance of any such recording or
filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any
insurance, or (C) to see to the payment or discharge or any tax, assessment, or other governmental
charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any
part of the Trust Estate other than from funds available in the Certificate Account.
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Section 9.02 Certain Matters Affecting the Trustee and Certificate Administrator.
Except as otherwise provided in Section 9.01:
(i) Each of the Trustee and the Certificate Administrator may request and rely upon and
shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate,
certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to
have been signed or presented by the proper parties;
(ii) Each of the Trustee and the Certificate Administrator may consult with counsel and any
advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or
Opinion of Counsel;
(iii) Neither the Trustee nor the Certificate Administrator shall be under any obligation to
exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend
any litigation hereunder or in relation hereto at the request, order or direction of any of the
Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall
have offered to the Trustee or the Certificate Administrator, as the case may be, reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing
contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event
of Default of which a Responsible Officer shall have actual knowledge (which has not been cured or
waived), to exercise such of the rights and powers vested in it by this Agreement, and to use the same
degree of care and skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs;
(iv) Neither the Trustee nor the Certificate Administrator shall be personally liable for
any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within
the discretion or rights or powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder of which a Responsible
Officer of the Trustee shall have actual knowledge and after the curing or waiving of all Events of
Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless requested in writing so to do
by Holders of Certificates of any Class evidencing, as to such Class, Percentage Interests aggregating
not less than 50%; provided, however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in
the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the
terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability
or payment of such estimated expenses as a condition to so proceeding;
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(vi) Prior to the occurrence of an Event of Default hereunder and after the curing or
waiving of all Events of Default which may have occurred, the Certificate Administrator shall not be
bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing so to do by Holders of Certificates of any Class evidencing, as
to such Class, Percentage Interests aggregating not less than 50%; provided, however, that if the
payment within a reasonable time to the Certificate Administrator of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the opinion of the Certificate
Administrator, not reasonably assured to the Certificate Administrator by the security afforded to it by
the terms of this Agreement, the Certificate Administrator may require reasonable indemnity against such
expense or liability or payment of such estimated expenses as a condition to so proceeding; and
(vii) The right of the Trustee and the Certificate Administrator to perform any
discretionary act enumerated in this Agreement shall not be construed as a duty, and neither the
Certificate Administrator nor the Trustee shall be answerable for other than it negligence or willful
misconduct in the performance of such act;
(viii) Neither the Trustee nor the Certificate Administrator shall be required to give any
bond or surety in respect of the execution of the Trust created hereby or the powers granted hereunder;
and
(ix) The Certificate Administrator and the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through agents or attorneys or the
Custodian or any other custodian or nominee, and neither the Trustee nor the Certificate Administrator
shall be responsible for any misconduct or negligence on the part of (1) any such agent, attorney or
custodian appointed by them with due care, or (2) the Custodian.
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Section 9.03 Neither Trustee nor Certificate Administrator Liable for Certificates or
Mortgage Loans. The recitals contained herein and in the Certificates (other than the execution of, and the
authentication of, the Certificates by the Trustee) shall not be taken as the statements of the Trustee or the
Certificate Administrator, and neither the Trustee nor the Certificate Administrator assumes responsibility for
their correctness. Neither the Trustee nor the Certificate Administrator makes any representations as to the
validity or sufficiency of this Agreement or of the Certificates or any Mortgage Loans save that the Trustee and
the Certificate Administrator represent that, assuming due execution and delivery by the other parties hereto,
this Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms, subject to applicable insolvency,
receivership, moratorium and other laws affecting the rights of creditors generally, and to general principles of
equity and the discretion of the court (regardless of whether considered in a proceeding in equity or at law).
Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the
Depositor of funds paid to the Depositor in consideration of the assignment of the Mortgage Loans hereunder by
the Depositor, or for the use or application of any funds paid to Subservicers or any Servicer in respect of the
Mortgage Loans or deposited into a Servicer Custodial Account, the Collection Account or any other account
hereunder (other than the Certificate Account) by the Master Servicer or a Servicer.
Neither the Trustee nor the Certificate Administrator shall at any time have any responsibility
or liability for or with respect to the legality, validity and enforceability of any Mortgage or any Mortgage
Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection and priority or
for or with respect to the sufficiency of the Trust Estate or its ability to generate the payments to be
distributed to Certificateholders under this Agreement, including, without limitation: the existence, condition
and ownership of any Mortgaged Property; the existence and enforceability of any hazard insurance thereon (other
than if the Trustee shall assume the duties of a predecessor Master Servicer pursuant to Section 8.05 and
thereupon only for the acts or omissions of the Trustee as successor Master Servicer); the validity of the
assignment of any Mortgage Loan to the Trustee or of any intervening assignment; the completeness of any Mortgage
Loan; the performance or enforcement of any Mortgage Loan (other than if the Trustee shall assume the duties of a
predecessor Master Servicer pursuant to Section 8.05 and thereupon only for the acts or omissions of the Trustee
as successor Master Servicer); the compliance by the Depositor, the Master Servicer or the Servicers with any
warranty or representation made under this Agreement or in any related document or the accuracy of any such
warranty or representation; any investment of monies by or at the direction of the Master Servicer or a Servicer
or any loss resulting therefrom, it being understood that the Trustee and the Certificate Administrator shall
remain responsible for any part of the Trust Estate that either party may hold in its individual capacity; the
acts or omissions of any of the Depositor, the Master Servicer (other than if the Trustee shall assume the duties
of a predecessor Master Servicer pursuant to Section 8.05 and thereupon only for the acts or omissions of the
Trustee as successor Master Servicer), any Servicer, any Subservicer or any Mortgagor; any action of the Master
Servicer (other than if the Trustee shall assume the duties of a predecessor Master Servicer pursuant to Section
8.05 and thereupon only for the acts or omissions of the Trustee as successor Master Servicer), any Servicer or
any Subservicer taken in the name of the Trustee or the Certificate Administrator; the failure of the Master
Servicer, any Servicer or any Subservicer to act or perform any duties required of it as agent of the Trustee or
the Certificate Administrator hereunder; or any action by the Trustee or the Certificate Administrator taken at
the instruction of the Master Servicer (other than if the Trustee shall assume the duties of a predecessor Master
Servicer pursuant to Section 8.05 and thereupon only for the acts or omissions of the Trustee as successor Master
Servicer) or any Servicer; provided, however, that the foregoing shall not relieve the Trustee or the Certificate
Administrator of its obligation to perform its duties under this Agreement.
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Section 9.04 Trustee and Certificate Administrator May Own Certificates. Each of the
Trustee and the Certificate Administrator in their individual or any other capacities may become the owner or
pledgee of Certificates with the same rights it would have if it were not Trustee or Certificate Administrator
and may otherwise deal with the Master Servicer, any Servicer, any Subservicer or any of their respective
affiliates with the same right it would have if it were not the Trustee or the Certificate Administrator.
Section 9.05 Eligibility Requirements for Trustee, Certificate Administrator. Each of the
Trustee and the Certificate Administrator hereunder shall at all times be (a) an institution the deposits of
which are fully insured by the FDIC and (b) a corporation or banking association organized and doing business
under the laws of the United States of America or of any State, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority and (c) with respect to every successor trustee or certificate
administrator hereunder either an institution (i) the long-term unsecured debt obligations of which are rated at
least "A" by Fitch and S&P and "A2" by Xxxxx'x or (ii) whose serving as Trustee or Certificate Administrator
hereunder would not result in the lowering of the ratings originally assigned to any Class of Certificates. The
Trustee shall not be an affiliate of the Depositor, the Master Servicer or any Servicer. If such corporation or
banking association publishes reports of condition at least annually, pursuant to law or to the requirements of
the aforesaid supervising or examining authority, then for the purposes of this Section 9.05, the combined
capital and surplus of such corporation or banking association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In case at any time the Trustee or the
Certificate Administrator shall cease to be eligible in accordance with the provision of this Section 9.05, the
Trustee or the Certificate Administrator, as the case may be, shall resign immediately in the manner and with the
effect specified in Section 9.06. The Certificate Administrator and any successor Certificate Administrator may
not be the Depositor or an affiliate of the Depositor, or an originator, the Master Servicer, a Servicer or
Subservicer of the Mortgage Loans, unless the Certificate Administrator is an institutional trust department.
Section 9.06 Resignation and Removal of Trustee and the Certificate Administrator. The
Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof
to the Depositor, the Certificate Administrator, the Master Servicer and the Servicers and mailing a copy of such
notice to all Holders of record. The Certificate Administrator may at any time resign (including in connection
with the resignation or termination of the Master Servicer) by giving written notice thereof to the Trustee, the
Master Servicer and the Depositor and mailing a copy of such notice to all Holders of record; provided that any
resignation and removal of the Certificate Administrator shall not be effective unless and until the Master
Servicer resigns and is removed in accordance with Section 7.04 hereof. The Trustee or the Certificate
Administrator, as applicable, shall also mail a copy of such notice of resignation to each Rating Agency. Upon
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receiving such notice of resignation, the Depositor shall use its best efforts to promptly appoint a mutually
acceptable successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning Trustee or Certificate Administrator, as
applicable, and one copy to the successor Trustee or Certificate Administrator, as applicable. If no successor
Trustee or Certificate Administrator, as the case may be, shall have been so appointed and shall have accepted
appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate
Administrator may petition any court of competent jurisdiction for the appointment of a successor Trustee or
Certificate Administrator.
If (i) at any time the Trustee or the Certificate Administrator shall cease to be eligible in
accordance with the provisions of Section 9.05 and shall fail to resign after written request therefor by a
Servicer, (ii) at any time the Trustee or the Certificate Administrator shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or a receiver or conservator of the Trustee or the Certificate
Administrator or of their respective property shall be appointed, or any public officer shall take charge or
control of the Trustee or the Certificate Administrator or of their respective property or affairs for the
purpose of rehabilitation, conservation or liquidation, (iii) the Certificate Administrator fails to timely
comply with Article XII, or (iv) the Certificate Administrator is the Master Servicer, and a successor master
servicer is appointed pursuant to Section 7.05 or Sections 8.01 and 8.05, then the Depositor may remove the
Trustee or the Certificate Administrator, as the case may be, and appoint a successor Trustee or Certificate
Administrator by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee
or the Certificate Administrator, as applicable, so removed and one copy to the successor.
The Holders of Certificates evidencing not less than 50% of the Voting Rights may at any time
remove the Trustee or the Certificate Administrator by written instrument or instruments delivered to the
Servicers and the Trustee or the Certificate Administrator, as applicable; the Depositor shall thereupon use its
best efforts to appoint a mutually acceptable successor Trustee or Certificate Administrator, as the case may be,
in accordance with this Section 9.06.
Any resignation or removal of the Trustee or Certificate Administrator and appointment of a
successor Trustee or successor Certificate Administrator pursuant to any of the provisions of this Section 9.06
shall become effective upon acceptance of appointment by the successor Trustee or Certificate Administrator, as
the case may be, as provided in Section 9.07. Notwithstanding the foregoing, in the event the Certificate
Administrator advises the Trustee that it is unable to continue to perform its obligations pursuant to the terms
of this Agreement prior to the appointment of a successor, the Trustee shall be obligated to perform such
obligations until a new Certificate Administrator is appointed. Such performance shall be without prejudice to
any claim by a party hereto or beneficiary hereof resulting from the Certificate Administrator's breach of its
obligations hereunder. As compensation therefore, the Trustee shall be entitled to all fees the Certificate
Administrator would have been entitled to if it had continued to act hereunder.
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Section 9.07 Successor Trustee or Certificate Administrator. Any successor Trustee or
successor Certificate Administrator appointed as provided in Section 9.06 shall execute, acknowledge and deliver
to the Depositor and to its predecessor Trustee or Certificate Administrator, as applicable, an instrument
accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or
Certificate Administrator shall become effective and such successor Trustee or Certificate Administrator, as the
case may be, without any further act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee or
Certificate Administrator, as applicable, herein. The predecessor Trustee or Certificate Administrator shall
duly assign, transfer, deliver and pay over to the successor Trustee or Certificate Administrator, as the case
may be, all related documents and statements, and money and other property held by it hereunder, together with
all instruments of transfer and assignment or other documents properly executed as may be reasonably required to
effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee or
Certificate Administrator in the administration hereof as may be reasonably requested by the successor Trustee or
Certificate Administrator, as the case may be, and shall thereupon be discharged from all duties and
responsibilities under this Agreement; provided, however, that if the predecessor Trustee or Certificate
Administrator has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the
predecessor Trustee or Certificate Administrator incurred in complying with this Section 9.07 shall be reimbursed
by the Trust.
No successor Trustee or Certificate Administrator shall accept appointment as provided in this
Section 9.07 unless at the time of such appointment such successor Trustee or Certificate Administrator, as the
case may be, shall be eligible under the provisions of Section 9.05.
Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as
applicable, as provided in this Section 9.07, the Certificate Administrator shall cooperate to mail notice of the
succession of such Trustee or Certificate Administrator, as the case may be, hereunder to all Holders of
Certificates at their addresses as shown in the Certificate Register and to each Rating Agency.
Section 9.08 Merger or Consolidation of Trustee or the Certificate Administrator. Any
corporation or banking association into which either the Trustee or the Certificate Administrator may be merged
or converted or with which it may be consolidated, or any corporation or banking association resulting from any
merger, conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party, or
any corporation or banking association succeeding to all or substantially all of the corporate trust business of
the Trustee or the Certificate Administrator, shall be the successor of the Trustee or the Certificate
Administrator, as applicable, hereunder, if such corporation or banking association is eligible under the
provisions of Section 9.05, without the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding.
Section 9.09 Appointment of Co-Trustee or Separate Trustee. Notwithstanding any of the
provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which
any Mortgaged Property may at the time be located or for any other reason, the Master Servicer and the Trustee
acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee as co-trustee or separate trustee of all or any part of the Trust Estate, and to vest in
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such Persons, in such capacity, such title to the Trust Estate, or any part thereof, and, subject to the other
provision of this Section 9.09, such powers, duties, obligations, rights and trusts as the Master Servicer and
the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such
appointment within ten days after the receipt by it of a request to do so, the Trustee alone shall have the power
to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor Trustee under Section 9.05 and no notice to Holders of Certificates of the appointment
of a co-trustee or a separate trustee shall be required under Section 9.07.
In the case of any appointment of a co-trustee or separate trustee pursuant to this Section
9.09, all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or
imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly, except to
the extent that under any law of any jurisdiction in which any particular acts are to be performed, the Trustee
shall be incompetent or unqualified to perform such acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee. No
trustee hereunder shall be held personally liable by reason of any act or omission of any other trustee
hereunder; provided, however, that no appointment of a co-trustee or separate trustee hereunder shall relieve the
Trustee of its obligations hereunder.
Any notice, request or other writing given to the Trustee shall be deemed to have been given to
each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article
IX. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the
estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement, specifically including every provision
of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, constitute the Trustee its agent or
attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under
or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall
become incapable of acting, resign or be removed, or shall be adjudged a bankrupt or insolvent, or a receiver of
its property shall be appointed, or any public officer shall take charge or control of such trustee or co-trustee
or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by
law, without the appointment of a new or successor trustee. The Trustee may, at any time, accept the resignation
of or remove any separate trustee or co-trustee.
Section 9.10 Authenticating Agents. The Certificate Administrator may appoint one or more
authenticating agents ("Authenticating Agents") which shall be authorized to act on behalf of the Certificate
Administrator in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be
U.S. Bank National Association. Wherever reference is made in this Agreement to the authentication or
countersigning of Certificates by the Certificate Administrator or the Certificate Administrator's certificate of
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authentication or countersigning, such reference shall be deemed to include authentication or countersigning on
behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed
on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be a corporation or banking
association organized and doing business under the laws of the United States of America or of any State, having a
combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and
subject to supervision or examination by Federal or State authorities.
Any corporation or banking association into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation or banking association resulting from any
merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or
banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be
the Authenticating Agent without the execution or filing of any paper or any further act on the part of the
Trustee or the Authenticating Agent.
Any Authenticating Agent may at any time resign by giving written notice of resignation to the
Trustee, the Certificate Administrator and the Master Servicer. The Certificate Administrator may at any time
terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating
Agent, the Certificate Registrar and the Master Servicer. Upon receiving a notice of resignation or upon such a
termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 9.10, the Certificate Administrator may appoint a successor Authenticating Agent,
shall give written notice of such appointment to the Master Servicer and the Trustee and shall mail notice of
such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating Agent. Each Authenticating
Agent shall be entitled to the rights and benefits and immunities of this Article IX.
Section 9.11 Trustee's Fees and Expenses and Certificate Administrator's Fees and Expenses.
The Trustee, as compensation for its services hereunder, shall be entitled to an annual fee in an amount agreed
upon between the Trustee and the Certificate Administrator, payable by the Certificate Administrator out of its
own funds and not out of any funds of the Trust Estate. The Certificate Administrator will be entitled to the
Certificate Administrator Fee for the performance of its activities hereunder. In addition, the Certificate
Administrator will be entitled to all income and gain realized from any investment of funds in the Certificate
Account, if any, pursuant to Section 3.08, for the performance of its activities hereunder. The Trustee and the
Certificate Administrator and any director, officer, employee or agent of the Trustee and the Certificate
Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense
(including reasonable attorney's fees) (a) incurred in connection with (i) any claim or legal action relating to
this Agreement or the Certificates or (ii) the performance of any of the Trustee's or the Certificate
Administrator's duties relating to this Agreement or the Certificates, other than any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of its duties
hereunder, (b) resulting from any tax or information return which was prepared by, or should have been prepared
by, the Servicers or (c) arising out of the transfer of any Private Certificate not in compliance with ERISA.
Notwithstanding anything in this Agreement to the contrary, the Trustee shall not be liable for any special,
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indirect or consequential damages (including but not limited to lost profits), even if the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of action. Such indemnity shall
survive the termination of this Agreement or the resignation or removal of the Trustee or Certificate
Administrator, as applicable, hereunder. Without limiting the foregoing, except as otherwise agreed upon in
writing by the Depositor and the Trustee or the Certificate Administrator, as applicable, and except for any such
expense, disbursement or advance as may arise from the Trustee's or the Certificate Administrator's negligence,
bad faith or willful misconduct, the Trust shall reimburse the Trustee and the Certificate Administrator for all
reasonable expenses, disbursements and advances incurred or made by the Trustee or the Certificate Administrator,
as applicable, in accordance with any of the provisions of this Agreement to the extent permitted by Treasury
Regulations Section 1.860G-1(b)(3)(ii) and (iii). Except as otherwise provided herein, neither the Trustee nor
the Certificate Administrator shall be entitled to payment or reimbursement for any routine ongoing expenses
incurred by the Trustee or the Certificate Administrator, as applicable, in the ordinary course of its duties as
Trustee or Certificate Administrator, Certificate Registrar or paying agent hereunder or for any other expenses.
Section 9.12 [Reserved].
Section 9.13 [Reserved].
Section 9.14 Limitation of Liability. The Certificates are executed by the Trustee, not in
its individual capacity but solely as Trustee of the Trust, in the exercise of the powers and authority conferred
and vested in it by this Agreement. Each of the undertakings and agreements made on the part of the Trustee in
the Certificates is made and intended not as a personal undertaking or agreement by the Trustee but is made and
intended for the purpose of binding only the Trust.
Section 9.15 Trustee May Enforce Claims Without Possession of Certificates. All rights of
action and claims under this Agreement or the Certificates may be prosecuted and enforced by the Trustee without
the possession of any of the Certificates or the production thereof in any proceeding relating thereto, and such
preceding instituted by the Trustee shall be brought in its own name or in its capacity as Trustee. Any recovery
of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursement and
advances of the Trustee, its agents and counsel, be for the ratable benefit of the Certificateholders in respect
of which such judgment has been recovered.
Section 9.16 Suits for Enforcement. In case an Event of Default or other default by the
Master Servicer, any Servicer or the Depositor hereunder of which a Responsible Officer of the Trustee shall have
actual knowledge shall occur and be continuing, the Trustee, in its discretion, may proceed to protect and
enforce its rights and the rights of the Holders of Certificates under this Agreement by a suit, action or
proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement
contained in this Agreement or in aid of the execution of any power granted in this Agreement or for the
enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel, shall deem
most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders.
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Section 9.17 Waiver of Bond Requirement. Each of the Trustee and the Certificate
Administrator shall be relieved of, and each Certificateholder hereby waives, any requirement of any jurisdiction
in which the Trust Estate, or any part thereof, may be located that the Trustee or the Certificate Administrator
post a bond or other surety with any court, agency or body whatsoever.
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement. Each of the
Trustee and the Certificate Administrator shall be relieved of, and each Certificateholder hereby waives, any
requirement of any jurisdiction in which the Trust Estate, or any part thereof, may be located that the Trustee
or the Certificate Administrator file any inventory, accounting or appraisal of the Trust Estate with any court,
agency or body at any time or in any manner whatsoever.
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Master Servicer or Liquidation of All
Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities of the Depositor, the
Master Servicer, the Servicers, the Certificate Administrator and the Trustee created hereby (other than the
obligation of Certificate Administrator to make certain payments to Certificateholders after the Final
Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Certificate
Administrator pursuant to Sections 5.04(b) and 5.05(b)) shall terminate upon the last action required to be taken
by the Certificate Administrator on the Final Distribution Date pursuant to this Article X following the earlier
of (a) the purchase by U.S. Bank (or a successor Master Servicer thereto) of all Mortgage Loans and all REO
Property remaining in the Trust Estate at a price equal to the sum of (i) 100% of the Stated Principal Balance of
each Mortgage Loan (other than any Mortgage Loan as to which REO Property has been acquired and whose fair market
value is included pursuant to clause (ii) below) and (ii) the fair market value of such REO Property (as
determined by such Servicer as of the close of business on the third Business Day next preceding the date upon
which notice of any such termination is furnished to Certificateholders pursuant to the fourth paragraph of this
Article X), plus any Class Unpaid Interest Shortfall for any Class of Certificates as well as one month's
interest at the related Mortgage Interest Rate on the Stated Principal Balance of each Mortgage Loan (including
any Mortgage Loan as to which REO Property has been acquired) or (b) the final payment or other liquidation (or
any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Estate or the disposition of
all REO Property.
Regardless of the foregoing, in no event shall the Trust created hereby continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late
ambassador of the United States to the Court of St. James's, living on the date hereof.
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The right of U.S. Bank (or a successor Master Servicer thereto) to repurchase all of the
Mortgage Loans is conditioned upon the Pool Stated Principal Balance as of the Final Distribution Date being less
than 5% of the Cut-off Date Pool Principal Balance. If such right is exercised, the Custodian shall, promptly
following payment of the purchase price, release to U.S. Bank or its designee the Mortgage Files pertaining to
the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date (which shall be a date that
would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the
Certificate Administrator for payment of the final distribution and for cancellation, shall be given promptly by
U.S. Bank (if exercising its right to purchase the assets of the Trust) or by the Certificate Administrator (in
any other case) by letter to Certificateholders mailed not earlier than the 15th day and not later than the 20th
day of the month next preceding the month of such final distribution specifying (1) the Final Distribution Date
upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the
office or agency of the Certificate Administrator therein designated, (2) the amount of any such final payment
and (3) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being
made only upon presentation and surrender of the Certificates at the office or agency of the Certificate
Administrator therein specified. If U.S. Bank is obligated to give notice to Certificateholders as aforesaid, it
shall give such notice to the Trustee, each Servicer, the Certificate Administrator and the Certificate Registrar
at the time such notice is given to Certificateholders. In the event such notice is given by U.S. Bank, U.S.
Bank shall deposit in the Certificate Account at least one Business Day prior to the Final Distribution Date in
immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the
Certificate Account on the Final Distribution Date equal to the purchase price for the related assets of the
Trust computed as above provided together with a statement as to the amount to be distributed on each Class of
Certificates pursuant to the next succeeding paragraph.
Upon presentation and surrender of the Certificates, the Certificate Administrator shall cause
to be distributed to Certificateholders of each Class, to the extent that funds are sufficient therefor, in the
order set forth in Section 5.02 hereof, on the Final Distribution Date and in proportion to their respective
Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (I) as to each
Class of Certificates, the Class Certificate Balance thereof plus accrued interest thereon in the case of an
interest bearing Certificate and (II) as to the Class 1-A-R Certificates, the amounts, if any, which remain on
deposit in the Upper-Tier Certificate Account (other than the amounts retained to meet claims) after application
pursuant to clause (I) above.
If all of the Certificateholders do not surrender their Certificates for final payment and
cancellation on or before the Final Distribution Date, the Certificate Administrator shall on such date cause all
funds in the Certificate Account not distributed in final distribution to Certificateholders to continue to be
held by the Certificate Administrator in an Eligible Account for the benefit of such Certificateholders and the
Servicers (if it exercised its right to purchase the assets of the Trust Estate) or the Certificate Administrator
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(in any other case) shall give a second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect thereto. If within one year after
the second notice all the Certificates shall not have been surrendered for cancellation, the Certificate
Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the
remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out
of the funds on deposit in such Eligible Account.
Section 10.02 Additional Termination Requirements.
(a) If U.S. Bank exercises its purchase option as provided in Section 10.01, the Trust
shall be terminated in accordance with the following additional requirements, unless the Certificate
Administrator and the Trustee have received an Opinion of Counsel to the effect that the failure of the Trust to
comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited
transactions" of the Trust as defined in Section 860F of the Code, or (ii) cause the Trust Estate to fail to
qualify as two separate REMICs at any time that any Certificates are outstanding:
(i) within 90 days prior to the Final Distribution Date set forth in the notice given by
U.S. Bank under Section 10.01, the Trustee shall sell all of the assets of the Trust Estate to U.S. Bank
for cash; and
(ii) the notice given by U.S. Bank or the Certificate Administrator pursuant to Section
10.01 shall provide that such notice constitutes the adopting of a plan of complete liquidation of the
Upper-Tier REMIC and the Lower-Tier REMIC as of the date of such notice (or, if earlier, the date on
which such notice was mailed to Certificateholders). The Certificate Administrator shall also specify
such date in the final tax return of the Upper-Tier REMIC and Lower-Tier REMIC.
(b) By their acceptance of the Residual Certificates, the Holders thereof hereby agree to
take such other action in connection with such plan of complete liquidation as may be reasonably requested by the
Depositor, the Trustee or the Certificate Administrator.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. This Agreement may be amended from time to time by the Depositor,
the Master Servicer, the Servicers, the Certificate Administrator and the Trustee without the consent of any of
the Certificateholders, but if such amendment would adversely affect or add to the duties of the Custodian, with
the consent of the Custodian (i) to cure any ambiguity or mistake, (ii) to correct or supplement any provisions
herein or therein which may be inconsistent with any other provisions of this Agreement, any amendment to this
Agreement, the Certificates or the related Prospectus Supplement, (iii) to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of the Upper-Tier REMIC and the
Lower-Tier REMIC as REMICs at all times that any Certificates are outstanding or to avoid or minimize the risk of
the imposition of any tax on either REMIC pursuant to the Code that would be a claim against the Trust Estate,
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provided that (a) the Trustee and the Certificate Administrator have received an Opinion of Counsel to the effect
that such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the
imposition of any such tax and (b) such action shall not, as evidenced by such Opinion of Counsel, adversely
affect in any material respect the interests of any Certificateholder, (iv) to change the timing and/or nature of
deposits into the Certificate Account provided that (a) such change shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any Certificateholder and (b) such change
shall not adversely affect the then-current rating of the Senior Certificates, the Class B-1 Certificates, the
Class B-2 Certificates, the Class B-3 Certificates, the Class B-4 Certificates or the Class B-5 Certificates as
evidenced by a letter from any Rating Agency rating such Certificates to such effect, (v) to comply with
Regulation AB, and (vi) to make any other provisions with respect to matters or questions arising under this
Agreement which shall not be materially inconsistent with the provisions of this Agreement, provided that such
action pursuant to this clause (vi) shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder, provided that the amendment shall not be deemed to
adversely affect in any material respect the interests of the Certificateholders and no Opinion of Counsel to
that effect shall be required if the Person requesting the amendment obtains a letter from each Rating Agency
stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then
assigned to the Certificates. Notwithstanding any contrary provision of this Agreement, the Trustee shall not
consent to any amendment to this Agreement for which consent of the Certificateholders has not been obtained
unless it shall have first received an Opinion of Counsel (subject to Section 5.08 and at the expense of the
party seeking such amendment) to the effect that such amendment or the exercise of any power granted to the
Master Servicer, the Certificate Administrator, the Depositor or the Trustee in accordance with such amendment
will not result in the imposition of a federal tax on the Trust or cause any REMIC created hereunder to fail to
qualify as a REMIC at any time that any Certificate is outstanding.
This Agreement may also be amended from time to time by the Depositor, the Master Servicer, the
Servicers, the Certificate Administrator and the Trustee, with the consent of the Holders of Certificates of each
Class of Certificates which is affected by such amendment, evidencing, as to each such Class of Certificates,
Percentage Interests aggregating not less than 66-2/3%, for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of
the Holders of such Certificates; provided, however, that no such amendment shall (A) reduce in any manner the
amount of, or delay the timing of, collections of payments on Mortgage Loans or distributions which are required
to be made on any Certificate without the consent of the Holder of such Certificate or (B) reduce the aforesaid
percentage required to consent to any such amendment, without the consent of the Holders of all Certificates then
Outstanding.
Prior to the solicitation of consent of Certificateholders in connection with any such
amendment, the party seeking such amendment shall furnish the Trustee and the Certificate Administrator with an
Opinion of Counsel stating whether such amendment would adversely affect the qualification of the Upper-Tier
REMIC or the Lower-Tier REMIC as REMICs and notice of the conclusion expressed in such Opinion of Counsel shall
be included with any such solicitation. An amendment made with the consent of all Certificateholders and
executed in accordance with this Section 11.01 shall be permitted or authorized by this Agreement notwithstanding
that such Opinion of Counsel may conclude that such amendment would adversely affect the qualification of the
Upper-Tier REMIC or the Lower-Tier REMIC as REMICs.
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Prior to the execution of any amendment to this Agreement, the Trustee and the Certificate
Administrator shall be entitled to receive and rely upon an Opinion of Counsel (which shall not be an expense of
the Trust Estate) stating that the execution of such amendment is authorized and permitted by this Agreement.
Each of the Certificate Administrator and the Trustee may, but shall not be obligated to, enter into any such
amendment which adversely affects its own rights, duties and immunities under this Agreement.
It shall not be necessary for the consent of Certificateholders under this Section 11.01 to
approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable requirements as the Certificate
Administrator may prescribe.
The Trustee shall give prompt written notice to the Custodian of any amendment or supplement to
this Agreement and shall furnish the Custodian with a written copy thereof.
Section 11.02 Recordation of Agreement. This Agreement is subject to recordation in all
appropriate public offices for real property records in all the counties or other comparable jurisdictions in
which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by the Servicer servicing the related Mortgage
Loans and at its expense on direction by the Depositor, who will act solely at the direction of Holders of
Certificates evidencing not less than 50% of all Voting Rights, but only upon receipt of an Opinion of Counsel to
the effect that such recordation materially and beneficially affects the interests of Certificateholders (which
Opinion of Counsel shall not be at the expense of the Depositor).
For the purpose of facilitating the recordation of this Agreement as herein provided and for
other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same
instrument.
Section 11.03 Limitation on Rights of Certificateholders. The death or incapacity of any
Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any
proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations
and liabilities of the parties hereto or any of them.
No Certificateholder shall have any right to vote (except as provided herein) or in any manner
otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall
anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be
under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder shall have any right by virtue or by availing itself of any provisions of
this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to
this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of
the continuance thereof, as provided herein, and unless also the Holders of Certificates evidencing Percentage
Interests aggregating not less than 25% of each Class of Certificates affected thereby shall have made written
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request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and
shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding;
it being understood and intended, and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner
whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority
over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section 11.03, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
Section 11.04 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT APPLICATION OF THE CONFLICTS OF LAWS PROVISIONS
THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.05 Notices. All demands, notices, instructions, directions, requests and
communications required to be delivered hereunder shall be in writing and shall be deemed to have been duly given
if personally delivered at or mailed by certified mail, return receipt requested, to (a) in the case of the
Depositor, Wachovia Mortgage Loan Trust, LLC, 000 X. Xxxxxxx Xxxxxx, XX0000-Xxxxx X, Xxxxxxxxx, XX 00000-0000,
Attention: General Counsel and Chief Financial Officer, (b) in the case of National City, National City Mortgage
Co., 0000 Xxxxxxx Xx., Xxxxxxxxxx, XX 00000, Attention: Xxxx Xxxx Xxxxxxxx, (c) in the case of Fifth Third,
Fifth Third Bank, 0000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000, Attention: Xxxxx Xxxxxxx MD 1MOB2V, (d) in the
case of SunTrust, SunTrust Mortgage, Inc., 0000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Xxxxxxx
Xxxxxx-Xxxxxxx, (e) in the case of Xxxxx Fargo, 0 Xxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000-0000, Attention: Xxxx X.
Xxxxx, MAC X2302-033, with a copy to General Counsel, MAC X2401-06T, (f) in the case of the Master Servicer,
0000 Xxxxx Xxxxx, #000, Xxxxx, XX 00000, Attention: WMLT Series 2007-A, (g) in the case of the Certificate
Administrator, at its Corporate Trust Office, (h) in the case of the Trustee, at its Corporate Trust Office, (i)
in the case of Fitch, Fitch Ratings, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Residential
Mortgage Surveillance Group, and (j) in the case of S&P, Standard and Poor's, a division of The XxXxxx-Xxxx
Companies, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Mortgage Surveillance Group; or, as to each
party, at such other address as shall be designated by such party in a written notice to each other party. Any
notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register. Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
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Section 11.06 Severability of Provisions. If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or
terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.07 Certificates Nonassessable and Fully Paid. It is intended that
Certificateholders shall not be personally liable for obligations of the Trust, that the beneficial ownership
interests represented by the Certificates shall be nonassessable for any losses or expenses of the Trust or for
any reason whatsoever, and that Certificates upon execution, countersignature and delivery thereof by the
Certificate Administrator pursuant to Section 6.01 are and shall be deemed fully paid.
Section 11.08 Access to List of Certificateholders. The Certificate Registrar will furnish
or cause to be furnished to the Trustee and the Certificate Administrator, within 5 days after the receipt of a
request by the Trustee and/or the Certificate Administrator in writing, a list, in such form as the Trustee
and/or the Certificate Administrator may reasonably require, of the names and addresses of the Certificateholders
as of the most recent Record Date for payment of distributions to Certificateholders.
If three or more Certificateholders apply in writing to the Trustee, and such application
states that the applicants desire to communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates and is accompanied by a copy of the communication which such applicants
propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application,
afford such applicants access during normal business hours to the most recent list of Certificateholders held by
the Trustee. If such a list is as of a date more than 90 days prior to the date of receipt of such applicants'
request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and
shall afford such applicants access to such list promptly upon receipt.
Every Certificateholder, by receiving and holding such list, agrees with the Certificate
Registrar, the Certificate Administrator and the Trustee that neither the Certificate Registrar, the Trustee nor
the Certificate Administrator shall be held accountable by reason of the disclosure of any such information as to
the names and addresses of the Certificateholders hereunder, regardless of the source from which such information
was derived.
ARTICLE XII
1934 ACT REPORTING
Section 12.01 Commission Reporting.
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(a) The Certificate Administrator, each Servicer and the Master Servicer shall reasonably
cooperate with the Depositor in connection with the Trust's satisfying the reporting requirements under the 1934
Act. The Certificate Administrator shall prepare on behalf of the Depositor any Forms 8-K, 10-D and 10-K
customary for similar securities as required by the 1934 Act, and the Depositor shall sign and the Certificate
Administrator shall file (via XXXXX) such forms on behalf of the Depositor.
(b) Failure of a Servicer to timely comply with this Article XII (including with respect
to the time frames required in this Article) shall be deemed an Event of Default, and the Master Servicer, at the
direction of the Depositor, shall, in addition to whatever rights the Master Servicer may have under this
Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice
immediately terminate all the rights and obligations of such Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating such Servicer for the same, and the Depositor shall,
in accordance with Sections 8.01 and 8.05, thereupon appoint a successor Servicer. This paragraph shall
supersede any other provision in this Agreement or any other agreement to the contrary.
(c) Failure of the Master Servicer to timely comply with this Article XII (including with
respect to the time frames required in this Article) shall be deemed an Event of Default, and the Trustee, at the
direction of the Depositor, shall, in addition to whatever rights the Trustee may have under this Agreement and
at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately
terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage
Loans and the proceeds thereof without compensating the Master Servicer for the same, and the Depositor shall, in
accordance with Sections 8.01 and 8.05, appoint a successor Master Servicer. This paragraph shall supersede any
other provision in this Agreement or any other agreement to the contrary.
(d) If the Certificate Administrator fails to timely comply with this Article XII
(including with respect to the time frames required in this Article), the Trustee, at the written direction of
the Depositor, shall, in addition to whatever rights the Trustee may have under this Agreement and at law or
equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all
the rights and obligations of the Certificate Administrator under this Agreement and in and to the Mortgage Loans
and the proceeds thereof without compensating the Certificate Administrator for the same, and the Depositor shall
thereupon appoint a successor Master Servicer pursuant to Section 9.07. This paragraph shall supersede any other
provision in this Agreement or any other agreement to the contrary.
(e) Each of the parties acknowledges and agrees that the purpose of Article XII is to
facilitate compliance by the Depositor with the provisions of Regulation AB. Therefore, each of the parties
agrees that (i) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish
that purpose, (ii) the parties' obligations hereunder will be supplemented and modified in writing, as agreed to
and executed by the parties hereto, as necessary to be consistent with any such amendments, interpretive advice
or guidance, convention or consensus among active participants in the asset-backed securities markets or
otherwise in respect of the requirements of Regulation AB, (iii) the parties shall comply with reasonable
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requests made by the Depositor, the Master Servicer or the Certificate Administrator for delivery of additional
information as the Depositor, the Master Servicer or the Certificate Administrator may reasonably determine is
necessary to comply with the provisions of Regulation AB, to the extent the delivery of such additional
information is practicable from a timing perspective, and (iv) no amendment of this Agreement shall be required
to effect any such changes in the parties' obligations as are necessary to accommodate evolving interpretations
of the provisions of Regulation AB.
Section 12.02 Form 10-D Reporting. Within 15 days after each Distribution Date (subject to
permitted extensions under the 1934 Act), the Certificate Administrator shall prepare and file on behalf of the
Trust any Form 10-D required by the 1934 Act, in form and substance as required by the 1934 Act. The Certificate
Administrator shall file each such Form 10-D with a copy of the related Monthly Statement attached thereto. Any
disclosure in addition to the Monthly Statement that is required to be included on Form 10-D ("Additional Form
10-D Disclosure") shall be reported by the parties set forth on Exhibit S to the Depositor and Certificate
Administrator and directed and approved by the Depositor pursuant to the following paragraph, and the Certificate
Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional
Form 10-D Disclosure, except as set forth in the next paragraph.
As set forth on Exhibit S hereto, within two Business Days after each Distribution Date for
which a Form 10-D is required to be filed, (i) the parties set forth thereon shall be required to provide to the
Certificate Administrator and the Depositor, to the extent known by a responsible person thereof, in
XXXXX-compatible form, or in such other form as otherwise agreed upon by the Certificate Administrator and such
party, the form and substance of any Additional Form 10-D Disclosure together with an additional disclosure
notification in the form of Exhibit U hereto (an "Additional Disclosure Notification") and (ii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form
10-D Disclosure on the related Form 10-D. The Depositor will be responsible for any reasonable fees and expenses
assessed or incurred by the Certificate Administrator in connection with including any Additional Form 10-D
Disclosure on Form 10-D pursuant to this paragraph.
At least eight calendar days prior to the date a Form 10-D is due to be filed with the
Commission (the "10-D Filing Deadline"), the Certificate Administrator shall forward electronically a draft copy
of the Form 10-D to the Depositor for review. Within two calendar days of receipt, but in no event later than
the sixth calendar day prior to the 10-D Filing Deadline, the Depositor shall notify the Certificate
Administrator of any changes to or approval of such Form 10-D. In the absence of receipt of any written changes
or approval, the Certificate Administrator shall be entitled to assume that such Form 10-D is in final form, and
the Certificate Administrator shall deliver the Form 10-D to the Master Servicer for execution. No later than
five calendar days prior to the 10-D Filing Deadline, a duly authorized representative of the Master Servicer
shall sign the Form 10-D and deliver such Form 10-D to the Certificate Administrator for filing with the
Commission. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the
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Certificate Administrator will follow the procedures set forth in Section 12.05. Promptly (but no later than one
Business Day) after filing with the Commission, the Certificate Administrator will make available on its internet
website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. Each party
to this Agreement acknowledges that the performance by the Master Servicer and the Certificate Administrator of
its duties under this Section 12.02 related to the timely preparation, execution and filing of Form 10-D is
contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under
this Section 12.02. Neither the Certificate Administrator nor the Master Servicer shall have any liability for
any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, timely
execute and/or timely file such Form 10-D, where such failure results from the Certificate Administrator's
inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed
to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or
willful misconduct.
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Section 12.03 Form 10-K Reporting. On or prior to March 1 of each year in which a Form 10-K
must be filed with respect to the Trust, the Depositor will provide to the Certificate Administrator a draft of
the first page of a Form 10-K that includes the information regarding the Depositor and the Trust as approved by
the Depositor for inclusion in the Form 10-K to be prepared by the Certificate Administrator pursuant to this
Section 12.03. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be
required by the 1934 Act (the "10-K Filing Deadline") (it being understood that the fiscal year for the Trust
ends on December 31st of each year) in which a Form 10-K is required by the 1934 Act to be filed with respect to
the Trust, commencing in March 2008, the Certificate Administrator shall prepare and file on behalf of the Trust
a Form 10-K, in form and substance as required by the 1934 Act. Each such Form 10-K shall include the following
items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable
time frames set forth in this Agreement and the related Custodial Agreement, (i) the Item 1123 Certificate for
each Servicer, each Additional Servicer and the Master Servicer (each, a "Reporting Servicer") as described under
Section 12.06, (ii)(A) the Assessment of Compliance with servicing criteria for each Reporting Servicer and any
Servicing Function Participant as described under Section 12.07, and (B) if any Reporting Servicer's or any
Servicing Function Participant's Assessment of Compliance identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if any Reporting Servicer's or any Servicing Function
Participant's Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such
report is not included and an explanation why such report is not included, (iii)(A) the Accountant's Attestation
for each Reporting Servicer and any Servicing Function Participant, as described under Section 12.08, and (B) if
any Accountant's Attestation identifies any material instance of noncompliance, disclosure identifying such
instance of noncompliance, or if any such Accountant's Attestation is not included as an exhibit to such Form
10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a
Xxxxxxxx-Xxxxx Certification as described in Section 12.09 (provided, however, that the Certificate
Administrator, at its discretion, may omit from the Form 10-K any Item 1123 Certificate, Assessment of Compliance
or Accountants Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any
disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K
("Additional Form 10-K Disclosure") shall be reported by the parties set forth on Exhibit V to the Depositor and
Certificate Administrator and directed and approved by the Depositor pursuant to the following paragraph, and the
Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any
Additional Form 10-K Disclosure, except as set forth in the next paragraph.
As set forth on Exhibit V hereto, no later than March 1 of each year that the Trust is subject
to the 1934 Act reporting requirements, commencing in 2008 (or March 15 with respect to the Master Servicer and
the Certificate Administrator), (i) the parties set forth on Exhibit V shall be required to provide to the
Certificate Administrator and the Depositor, to the extent known by a responsible officer thereof, in
XXXXX-compatible form, or in such other form as otherwise agreed upon by the Certificate Administrator and such
party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional
Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case
may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for
any reasonable fees and expenses assessed or incurred by the Certificate Administrator in connection with
including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
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After preparing the Form 10-K, the Certificate Administrator shall forward electronically a
draft copy of the Form 10-K to the Depositor for review. Within three Business Days of receipt, but in no event
later than March 23, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K. In the absence of receipt of any written
changes or approval the Certificate Administrator shall be entitled to assume that such Form 10-K is in final
form. No later than the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the
Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an
original executed hard copy to follow by overnight mail) to the Certificate Administrator. If a Form 10-K cannot
be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will
follow the procedures set forth in Section 12.05. Promptly (but no later than one (1) Business Day) after filing
with the Commission, the Certificate Administrator will make available on its internet website a final executed
copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement
acknowledge that the performance by the Master Servicer and the Certificate Administrator of its duties under
this Section 12.03 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and
the Custodian, Servicers and any Additional Servicer or Servicing Function Participant) strictly observing all
applicable deadlines in the performance of their duties under Article XII. Neither the Certificate Administrator
nor the Master Servicer shall have any liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the
Certificate Administrator's inability or failure to obtain or receive, on a timely basis, any information from
any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its
own negligence, bad faith or willful misconduct.
Section 12.04 Form 8-K Reporting. Within four (4) Business Days after the occurrence of an
event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if requested by the
Depositor, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required
by the 1934 Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of
the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to
be included on Form 8-K ("Form 8-K Disclosure Information") shall be reported by the parties set forth on Exhibit
W to the Depositor and the Certificate Administrator and directed and approved by the Depositor pursuant to the
following paragraph, and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next
paragraph.
As set forth on Exhibit W hereto, for so long as the Trust is subject to the 1934 Act reporting
requirements, no later than the end of business (New York City time) on the 2nd Business Day after the occurrence
of a Reportable Event (i) the parties to this transaction shall be required to provide to the Certificate
Administrator and the Depositor, to the extent known by a responsible officer thereof, in XXXXX-compatible form,
or in such other form as otherwise agreed upon by the Certificate Administrator and such party, the form and
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substance of any Form 8-K Disclosure Information, if applicable, together with an Additional Disclosure
Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be,
the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees
and expenses assessed or incurred by the Certificate Administrator in connection with including any Form 8-K
Disclosure Information on Form 8-K pursuant to this paragraph.
After preparing the Form 8-K, the Certificate Administrator shall forward electronically a
draft copy of the Form 8-K to the Depositor for review. Promptly, but no later than the close of business on the
3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate Administrator in writing
of any changes to or approval of such Form 8-K. In the absence of receipt of any written changes or approval,
the Certificate Administrator shall be entitled to assume that such Form 8-K is in final form and a duly
authorized representative of the Certificate Administrator may proceed with the execution and filing of the Form
8-K. A duly authorized representative of the Master Servicer shall sign the Form 8-K. If a Form 8-K cannot be
filed on time or if a previously filed Form 8-K needs to be amended, the Certificate Administrator will follow
the procedures set forth in Section 12.05. Promptly (but no later than one (1) Business Day) after filing with
the Commission, the Certificate Administrator will make available on its internet website a final executed copy
of each Form 8-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator and the Master Servicer of its duties under this Section
12.04 related to the timely preparation and filing of Form 8-K is contingent upon such parties strictly observing
all applicable deadlines in the performance of their duties under this Section 12.04. Neither the Master
Servicer nor the Certificate Administrator shall have any liability for any loss, expense, damage or claim
arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such
failure results from the Certificate Administrator's inability or failure to obtain or receive, on a timely
basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form
8-K, not resulting from its own negligence, bad faith or willful misconduct.
Section 12.05 Delisting; Amendment; Late Filing of Reports. On or before January 30 of the
first year in which the Certificate Administrator is able to do so under applicable law, the Certificate
Administrator shall prepare and file a Form 15 Suspension Notification relating to the automatic suspension of
reporting in respect of the Trust under the 1934 Act.
In the event that the Certificate Administrator is unable to timely file with the Commission
all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required
disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth
in this Agreement or for any other reason, the Certificate Administrator shall promptly notify electronically the
Depositor. In the case of Form 10-D and 10-K, the parties to this Agreement shall cooperate to prepare and file
a Form 12b-25 and a 10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25 of the 1934 Act. In the case of
Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information and
upon the approval and direction of the Depositor, include such disclosure information on the next Form 10-D. In
the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended in connection with any Additional
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Form 10-D Disclosure, the Certificate Administrator shall electronically notify the Depositor and such parties
will cooperate to prepare any necessary Form 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or any amendment
to Form 8-K or 10-D shall be signed by a duly authorized representative of the Master Servicer. Any amendment to
Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by
the Certificate Administrator and the Master Servicer of their duties under this Section 12.05 related to the
timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent
upon each such party performing its duties under this Section. Neither the Certificate Administrator nor the
Master Servicer shall have any liability for any loss, expense, damage or claim arising out of or with respect to
any failure to properly prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms 8-K,
10-D or 10-K, where such failure results from the Certificate Administrator's inability or failure to obtain or
receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution
or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own
negligence, bad faith or willful misconduct.
Section 12.06 Annual Statements of Compliance. The Master Servicer and each Servicer shall
deliver or otherwise make available (and the Master Servicer and each Servicer shall cause any Additional
Servicer engaged by it to deliver or otherwise make available) to the Master Servicer and the Certificate
Administrator on or before March 1 of each year (or with respect to the Master Servicer, March 15 of each year),
commencing in March 2008, an Officer's Certificate (an "Item 1123 Certificate") stating, as to the signer
thereof, that (A) a review of such party's activities during the preceding calendar year or applicable portion
thereof and of such party's performance under this Agreement, or such other applicable agreement in the case of
an Additional Servicer, has been made under such officer's supervision and (B) to the best of such officer's
knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other
applicable agreement in the case of an Additional Servicer, in all material respects throughout such year or
applicable portion thereof, or, if there has been a failure to fulfill any such obligation in any material
respect, specifying each such failure known to such officer and the nature and status thereof. Promptly after
receipt of each such Item 1123 Certificate, the Depositor shall review such Item 1123 Certificate and, if
applicable, consult with each such party, as applicable, as to the nature of any failures by such party, in the
fulfillment of any of such party's obligations hereunder or, in the case of an Additional Servicer, under such
other applicable agreement.
The Master Servicer shall include all annual statements of compliance received by it from each
Servicer with its own annual statement of compliance to be submitted to the Certificate Administrator pursuant to
this Section.
In the event the Master Servicer or any Additional Servicer engaged by any such party is
terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a
Additional Servicer, as the case may be, such party shall provide an Item 1123 Certificate pursuant to this
Section 12.06 or to such applicable agreement, as the case may be, notwithstanding any such termination,
assignment or resignation.
Section 12.07 Annual Assessments of Compliance. By March 1 of each year (or with respect to
the Master Servicer and the Certificate Administrator, March 15 of each year), commencing in March 2008, the
Master Servicer, the Certificate Administrator and each Servicer, each at its own expense, shall furnish or
otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to
furnish or otherwise make available, each at its own expense, to the Master Servicer, a report on an assessment
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of compliance with the Relevant Servicing Criteria (an "Assessment of Compliance") that contains (A) a statement
by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria for each party
as set forth on Exhibit R, (B) a statement that such party used the Relevant Servicing Criteria to assess
compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant
Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to
Section 12.03, including, if there has been any material instance of noncompliance with the Relevant Servicing
Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a
registered public accounting firm has issued an Accountant's Attestation on such party's Assessment of Compliance
with the Relevant Servicing Criteria as of and for such period.
No later than the end of each fiscal year for the Trust for which a 10-K is required to be
filed, each Servicer and the Master Servicer shall each forward to the Certificate Administrator the name of each
Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the
Assessment of Compliance prepared by such Servicing Function Participant (provided, however, that the Master
Servicer need not provide information to the Certificate Administrator so long as the Master Servicer and the
Certificate Administrator are the same person). When the Master Servicer and each Servicer (or any Servicing
Function Participant engaged by them) submit their Assessments of Compliance to the Certificate Administrator,
such parties will also at such time include the Assessments of Compliance (and Accountant's Attestation) pursuant
to Section 12.08 of each Servicing Function Participant engaged by it.
Promptly after receipt of each Assessment of Compliance, the Depositor shall review each such
report and, if applicable, consult with the Master Servicer, the Certificate Administrator, each Servicer and any
Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance
with the Relevant Servicing Criteria by each such party. Notwithstanding the foregoing, none of such parties
will be required to deliver any Assessment of Compliance until April 15 in any given year so long as it has
received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the
Trust for the preceding calendar year.
The Master Servicer shall include all Assessments of Compliance received by it from the
Servicers with its own Assessment of Compliance to be submitted to the Certificate Administrator pursuant to this
Section.
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In the event the Master Servicer, the Certificate Administrator or any Servicing Function
Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns
pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall
provide an Assessment of Compliance pursuant to this Section 12.07, or such other applicable agreement,
notwithstanding any such termination, assignment of resignation.
The Master Servicer shall enforce any obligation of the Custodian, to the extent set forth in
the Custodial Agreement to deliver to the Master Servicer an Assessment of Compliance within the time frame set
forth in, and in such form and substance as may be required pursuant to the Custodial Agreement. The Master
Servicer shall include such Assessment of Compliance with its own Assessment of Compliance to be submitted to the
Certificate Administrator pursuant to this Section.
Section 12.08 Accountant's Attestation. By March 15 of each year, commencing in 2008, the
Master Servicer, the Certificate Administrator and each Servicer, each at its own expense, shall cause, and each
such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a
registered public accounting firm (which may also render other services to the Master Servicer, the Certificate
Administrator or a Servicer or such other Servicing Function Participants, as the case may be) and that is a
member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's
Attestation") to the Master Servicer, to the effect that (i) it has obtained a representation regarding certain
matters from the management of such party, which includes an assertion that such party has complied with the
Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with
standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether
such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it
cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing
Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall
state in such report why it was unable to express such an opinion. Such report must be available for general use
and not contain restricted use language.
Promptly after receipt of such Accountant's Attestations from the Master Servicer, each
Servicer, the Custodian, the Certificate Administrator or any Servicing Function Participant engaged by such
parties, (i) the Depositor shall review the reports and, if applicable, consult with such parties as to the
nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or
under any other applicable agreement, and (ii) the Certificate Administrator shall confirm that each Assessment
of Compliance is coupled with an Accountant's Attestation meeting the requirements of this Section and notify the
Depositor of any exceptions. Notwithstanding the foregoing, none of such parties shall be required to deliver
any such assessments until April 15 in any given year so long as it has received written confirmation from the
Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year.
The Master Servicer shall include each such attestation furnished to it by the Servicers with
its own attestation to be submitted to the Certificate Administrator pursuant to this Section.
In the event the Master Servicer, the Certificate Administrator, the Custodian, any Servicer or
any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under,
or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement or any applicable
Subservicing Agreement, as the case may be, such party shall, at its sole expense, cause a registered public
accounting firm to provide an attestation pursuant to this Section 12.08, or such other applicable agreement,
notwithstanding any such termination, assignment or resignation.
The Master Servicer shall enforce any obligation of the Custodian, to the extent set forth in
the Custodial Agreement to deliver to the Master Servicer an attestation as may be required pursuant to the
Custodial Agreement. The Master Servicer shall include each such attestation with its own Accountant's
Attestation to be submitted to the Certificate Administrator pursuant to this Section.
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Section 12.09 Xxxxxxxx-Xxxxx Certification. Each Form 10-K shall include a certification
(the "Xxxxxxxx-Xxxxx Certification") required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. Each
Servicer, the Master Servicer and the Certificate Administrator shall provide, and each Servicer, the Master
Servicer and the Certificate Administrator shall cause any Servicing Function Participant engaged by it to,
provide to the Person who signs the Xxxxxxxx-Xxxxx Certification (the "Certifying Person"), by March 1 of each
year (or with respect to the Master Servicer and the Certificate Administrator, March 15 of each year) in which
the Trust is subject to the reporting requirements of the 1934 Act and otherwise within a reasonable period of
time upon request, a certification (each, a "Back-Up Certification"), in the form attached hereto as Exhibit Q,
upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such
entity's officers, directors and Affiliates (collectively with the Certifying Person, "Certification Parties")
can reasonably rely. The Depositor shall serve as the Certifying Person on behalf of the Trust. In the event
the Master Servicer, the Certificate Administrator or any Servicing Function Participant engaged by such party is
terminated or resigns pursuant to the terms of this Agreement, or any applicable Subservicing Agreement, as the
case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section
12.09 with respect to the period of time it was subject to this Agreement or any applicable Subservicing
Agreement, as the case may be.
Section 12.10 Indemnification. Each party required to deliver an Assessment of Compliance
and an Accountant's Attestation and/or an Item 1123 Certificate under Article XII (each, a "Responsible Party")
shall indemnify and hold harmless the Certificate Administrator, the Master Servicer and the Depositor and each
of their directors, officers, employees, agents, and affiliates from and against any and all claims, losses,
damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and
expenses arising out of or based upon (a) any breach by such Responsible Party of any if its obligations under
this Article XII including particularly its obligation to provide any Assessment of Compliance and an
Accountant's Attestation and/or an Item 1123 Certificate or any information, data or material required to be
included in any 1934 Act report, (b) any misstatement or omission in any information, data or materials provided
by such Responsible Party (or, in the case of the Certificate Administrator or Master Servicer, any material
misstatement of material omission in (i) any Item 1123 Certificate, Assessment of Compliance or Attestation
report delivered by it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, or
(ii) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure concerning the Master Servicer or the
Certificate Administrator), or (c) the negligence, bad faith or willful misconduct of such Responsible Party in
connection with the performance of any if its obligations hereunder. If the indemnification provided for herein
is unavailable or insufficient to hold harmless the Master Servicer, the Certificate Administrator or the
Depositor, then each Responsible Party agrees that it shall contribute to the amount paid or payable by
Certificate Administrator, the Master Servicer or the Depositor, as applicable, as a result of any claims,
losses, damages or liabilities incurred by the Master Servicer, the Certificate Administrator or the Depositor,
as applicable, in such proportion as is appropriate to reflect the relative fault of the Master Servicer, the
Certificate Administrator or the Depositor, as applicable, on the one hand and such Responsible Party, on the
other. This indemnification shall survive the termination of this Agreement or the termination of any party to
this Agreement. Notwithstanding the foregoing, none of the Responsible Parties shall be liable for
consequential, indirect or punitive damages.
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Each Servicer agrees to indemnify and hold harmless each of the Depositor, the Master Servicer,
the Certificate Administrator and the Trustee and each Person, if any, who "controls" the Depositor, the Master
Servicer, the Certificate Administrator or the Trustee within the meaning of the 1933 Act and their respective
officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person
may sustain arising out of third party claims based on (i) the failure of any Subservicer or Subcontractor
related to such Servicer to deliver or cause to be delivered when required any Assessment of Compliance or
Accountant's Attestation required pursuant to Section 12.08, or (ii) any material misstatement or omission
contained in any Assessment of Compliance provided by any such Subservicer or Subcontractor pursuant to Section
12.08. This indemnification shall survive the termination of this Agreement or the termination of any party to
this Agreement. Notwithstanding the foregoing, no such Subservicer or Subcontractor shall be liable for any
consequential, special or punitive damages.
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IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Servicers, the Certificate
Administrator and the Trustee have caused this Agreement to be duly executed by their respective officers
thereunto duly authorized to be hereunto affixed, all as of the date first above written.
WACHOVIA MORTGAGE LOAN TRUST, LLC,
as Depositor
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
NATIONAL CITY MORTGAGE CO.,
as a Servicer
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Assistant Vice President
FIFTH THIRD MORTGAGE COMPANY,
as a Servicer
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Vice President
SUNTRUST MORTGAGE, INC.,
as a Servicer
By: /s/ Xxxxxxx Xxxxxx-Xxxxxxx
Name: Xxxxxxx Xxxxxx-Xxxxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as a Servicer
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION,
as Master Servicer and Certificate Administrator
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President
HSBC BANK USA, NATIONAL ASSOCIATION
as Trustee
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title:Vice President
STATE OF MINNESOTA )
) ss.:
COUNTY OF XXXXXX )
)
On the 27th day of March, 2007, before me, a notary public in and for the State of Minnesota,
personally appeared Xxxxxxx X. Xxxxx known to me who, being by me duly sworn, did depose and say that s/he is a
Vice President of U.S. Bank National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his/her name thereto by order of the Board of Directors
of such association.
______/s/Xxxxxxxx X. Jeanson_____________
Notary Public
[Notarial Seal]
My commission expires _1/31/2009__.
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF )
)
On the 27th day of March, 2007, before me, a notary public in and for the State of North
Carolina, personally appeared Xxxxxx X. Xxxxxx, known to me who, being by me duly sworn, did depose and say that
s/he is a Vice President of Wachovia Mortgage Loan Trust, LLC, a Delaware limited liability company, one of the
parties that executed the foregoing instrument; and that s/he signed her/his name thereto by order of the Board
of Directors of such corporation.
_______/s/ Xxxxxx X. King________________
Notary Public
[Notarial Seal]
My commission expires __1/21/98____.
STATE OF MARYLAND )
) ss.:
COUNTY OF XXXXXXXXX )
)
On the 27thth day of March, 2007, before me, a notary public in and for the State of North
Carolina, personally appeared Xxxxxxx X. Xxxxx, known to me who, being by me duly sworn, did depose and say that
s/he is a Vice President of Xxxxx Fargo Bank, National Association, a national banking association, one of the
parties that executed the foregoing instrument; and that s/he signed her/his name thereto by order of the Board
of Directors of such corporation.
______/s/ Xxxxxxxx X. Mills_______
Notary Public
[Notarial Seal]
My commission expires 1/21/2008.
STATE OF OHIO )
) ss.:
COUNTY OF )
)
On the 27th day of March, 2007, before me, a notary public in and for the State of Ohio,
personally appeared Xxxxxxx Xxxxxxx known to me who, being by me duly sworn, did depose and say that s/he is a
Vice President of Fifth Third Mortgage Company, an Ohio corporation, one of the parties that executed the
foregoing instrument; and that s/he signed her/his name thereto by order of the Board of Directors of such
corporation.
_____/s/ Xxxx Xxxxx Xxxxxx-Cassady_____
Notary Public
[Notarial Seal]
My commission expires 6/17/2011.
STATE OF VIRGINIA )
) ss.:
COUNTY OF )
)
On the 27th day of March, 2007, before me, a notary public in and for the State of Virginia,
personally appeared Xxxxxxx Xxxxxx-Xxxxxxx known to me who, being by me duly sworn, did depose and say that s/he
is a Vice President of SunTrust Mortgage, Inc., a Virginia corporation, one of the parties that executed the
foregoing instrument; and that s/he signed her/his name thereto by order of the Board of Directors of such
corporation.
___ /s/ Xxxxxx X. Sykes_____________
Notary Public
[Notarial Seal]
My commission expires 10/31/10 .
STATE OF OHIO )
) ss.:
COUNTY OF )
)
On the ____th day of March, 2007, before me, a notary public in and for the State of Ohio,
personally appeared Xxxxxxx Xxxx, known to me who, being by me duly sworn, did depose and say that s/he is a
Assistant Vice President of National City Mortgage Co., an Ohio corporation, one of the parties that executed the
foregoing instrument; and that s/he signed her/his name thereto by order of the Board of Directors of such
corporation.
_______ /s/ Xxxxxxxx Xxxxxx _____________
Notary Public
[Notarial Seal]
My commission expires __9/7/08__________.
STATE OF NEW YORK )
) ss.:
COUNTY OF )
)
On the 27th day of March, 2007, before me, a notary public in and for the State of New York,
personally appeared Xxxxxxxx Xxxxxxx, known to me who, being by me duly sworn, did depose and say that s/he is a
Vice President of HSBC Bank USA, National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed her/his name thereto by order of the Board of Directors
of such corporation.
________/s/ Xxxxxx X. Zabriskie___________
Notary Public
[Notarial Seal]
My commission expires __1/16/2011___.
APPENDIX 1
CALCULATION OF UNCERTIFICATED LOWER-TIER REGULAR INTEREST Y PRINCIPAL REDUCTION AMOUNTS
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amounts: For any Distribution Date the
amounts by which the Uncertificated Principal Balances of Uncertificated Lower-Tier Regular Interests Y-1, Y-2,
Y-3 and Y-4, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the
distribution of principal, determined as follows:
First, for each of Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group 4, determine the Net WAC for
the applicable Loan Group for distributions of interest that will be made on the next succeeding Distribution
Date (the "Group Interest Rate"). The Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amount
for Uncertificated Lower-Tier Regular Interests Y-1, Y-2, Y-3 and Y-4 will be determined pursuant to the "Generic
solution for the Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amounts" set forth below (the
"Generic Solution") by making identifications among the actual Loan Groups and their related Uncertificated
Lower-Tier Regular Interests and the Net WAC and the Groups named in the Generic Solution and their related
Uncertificated Lower-Tier Regular Interests as follows:
A. Determine which Group has the lowest Group Interest Rate. That Group will be identified with Group AA and
the Uncertificated Lower-Tier Regular Interests related to that Group will be respectively identified with
Uncertificated Lower-Tier Regular Interests Y-AA and Z-AA. The Group Interest Rate for that Group will be
identified with J%. If two or more Groups have the lowest Group Interest Rate pick one for this purpose, subject
to the restriction that each Group may be picked only once in the course of any such selections pursuant to
paragraphs A through D of this definition.
B. Determine which Group has the second lowest Group Interest Rate. That Group will be identified with Group BB
and the Uncertificated Lower-Tier Regular Interests related to that Group will be respectively identified with
Uncertificated Lower-Tier Regular Interests Y-BB and Z-BB. The Group Interest Rate for that Group will be
identified with K%. If two or more Groups have the second lowest Group Interest Rate pick one for this purpose,
subject to the restriction that each Group may be picked only once in the course of any such selections pursuant
to paragraphs A through D of this definition.
C. Determine which Group has the third lowest Group Interest Rate. That Group will be identified with Group CC
and the Uncertificated Lower-Tier Regular Interests related to that Group will be respectively identified with
Uncertificated Lower-Tier Regular Interests Y-CC and Z-CC. The Group Interest Rate for that Group will be
identified with L%. If two or more Groups have the third lowest Group Interest Rate pick one for this purpose,
subject to the restriction that each Group may be picked only once in the course of any such selections pursuant
to paragraphs A through D of this definition.
D. Determine which Group has the fourth lowest Group Interest Rate. That Group will be identified with Group DD
and the Uncertificated Lower-Tier Regular Interests related to that Group will be respectively identified with
Uncertificated Lower-Tier Regular Interests Y-DD and Z-DD. The Group Interest Rate for that Group will be
identified with M%. If two or more Groups have the fourth lowest Group Interest Rate pick one for this purpose,
subject to the restriction that each Group may be picked only once in the course of any such selections pursuant
to paragraphs A through D of this definition.
Second, apply the Generic Solution set forth below to determine the Uncertificated Lower-Tier Regular Interest Y
Principal Reduction Amounts for the Distribution Date using the identifications made above.
Generic Solution for the Uncertificated Lower-Tier Regular Interest Y Principal Reduction
Amounts: For any Distribution Date, the amounts by which the Uncertificated Principal Balances of Uncertificated
Lower-Tier Regular Interests Y-AA, Y-BB, Y-CC and Y-DD, respectively, will be reduced on such Distribution Date
by the allocation of Realized Losses and the distribution of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
J% = the Net WAC for Group AA for interest to be distributed on the next succeeding Distribution Date.
K% = the Net WAC for Group BB for interest to be distributed on the next succeeding Distribution Date.
L% = the Net WAC for Group CC for interest to be distributed on the next succeeding Distribution Date.
M% = the Net WAC for Group DD for interest to be distributed on the next succeeding Distribution Date.
For purposes of the succeeding definitions and formulas, it is required that J%<=K%<=L%<=M%.
PJB = the Group AA Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
PKB = the Group BB Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
PLB = the Group CC Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
PMB = the Group DD Subordinate Percentage after the allocation of Realized Losses and distributions of principal
on such Distribution Date.
R = the Class B Pass-Through Rate
= (J%PJB + K%PKB + L%PLB + M%PMB)/(PJB + PKB + PLB + PMB)
2
R11 = the weighted average of the Net WACs for Group AA, Group BB, Group CC and Group DD after giving effect
to the allocation of Realized Losses and distributions of principal to be made on such Distribution Date
= {J% (Pj - ΔPj) + K% (Pk - ΔPk) + L% (Pl - ΔPl) + M% (Pm - ΔPm)}/
(Pj - ΔPj + Pk - ΔPk + Pl - ΔPl + Pm - ΔPm)
R21 = the weighted average of the Net WACs for Group AA, Group BB and Group CC after giving effect to the
allocation of Realized Losses and distributions of principal to be made on such Distribution Date
= {J% (Pj - ΔPj) + K% (Pk - ΔPk) + L% (Pl - ΔPl)}/(Pj - ΔPj + Pk - ΔPk + Pl - ΔPl )
R22 = the Net WAC for Group DD
= { M% (Pm - ΔPm)}/( Pm - ΔPm )
R31 = the weighted average of the Net WACs for Group AA and Group BB after giving effect to the allocation of
Realized Losses and distributions of principal to be made on such Distribution Date
= {(J% (Pj - ΔPj) + K% (Pk - ΔPk) }/(Pj - ΔPj + Pk - ΔPk)
R32 = the weighted average of the Net WACs for Group CC and Group DD after giving effect to the allocation of
Realized Losses and distributions of principal to be made on such Distribution Date
= { L% (Pl - ΔPl) + M% (Pm - ΔPm)}/( Pl - ΔPl + Pm - ΔPm)
R41 = the Net WAC for Group AA after giving effect to the allocation of Realized Losses and distributions of
principal to be made on such Distribution Date
= J%
R42 = the weighted average of the Net WACs for Group BB, Group CC and Group DD after giving effect to the
allocation of Realized Losses and distributions of principal to be made on such Distribution Date
= {K% (Pk - ΔPk) + L% (Pl - ΔPl) + M% (Pm - ΔPm)}/
( Pk - ΔPk + Pl - ΔPl + Pm - ΔPm )
r11 = the weighted average of the Uncertificated Pass-Through Rates for Uncertificated Lower-Tier Regular
Interests Y-AA, Y-BB, Y-CC and Y-DD
= (J% Yj + K% Yk + L% Yl + M% Ym )/(Yj + Yk + Yl + Ym )
r21 = the weighted average of the Uncertificated Pass-Through Rates for Uncertificated Lower-Tier Regular
Interests Y-AA, Y-BB and Y-CC
= (J% Yj + K% Yk + L% Yl )/(Yj + Yk + Yl )
r22 = the Uncertificated Pass-Through Rate for Uncertificated Lower-Tier Regular Interest Y-DD
= ( M% Ym)/( Ym )
3
r31 = the weighted average of the Uncertificated Pass-Through Rates for Uncertificated Lower-Tier Regular
Interests Y-AA and Y-BB
= (J% Yj + K% Yk )/(Yj + Yk )
r32 = the weighted average of the Uncertificated Pass-Through Rates for Uncertificated Lower-Tier Regular
Interests Y-CC and Y-DD
= ( L% Yl + M% Ym )/( Yl + Ym)
r41 = the Uncertificated Pass-Through Rate for Uncertificated Lower-Tier Regular Interest Y-AA
= J%
r42 = the weighted average of the Uncertificated Pass-Through Rates for Uncertificated Lower-Tier Regular
Interests Y-BB, Y-CC and Y-DD
= (K% Yk + L% Yl + M% Ym)/(Yk + Yl + Ym)
Yj = the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-AA after
distributions on the prior Distribution Date.
Yk = the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-BB after
distributions on the prior Distribution Date.
Yl = the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-CC after
distributions on the prior Distribution Date.
Ym = the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-DD after
distributions on the prior Distribution Date.
ΔYj = the Uncertificated Lower-Tier Regular Interest Y-AA Principal Reduction Amount.
ΔYk = the Uncertificated Lower-Tier Regular Interest Y-BB Principal Reduction Amount.
ΔYl = the Uncertificated Lower-Tier Regular Interest Y-CC Principal Reduction Amount.
ΔYm = the Uncertificated Lower-Tier Regular Interest Y-DD Principal Reduction Amount.
Zj = the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Z-AA after
distributions on the prior Distribution Date.
Zk = the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Z-BB after
distributions on the prior Distribution Date.
Zl = the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Z-CC after
distributions on the prior Distribution Date.
Zm = the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Z-DD after
distributions on the prior Distribution Date.
4
ΔZj = the Uncertificated Lower-Tier Regular Interest Z-AA Principal Reduction Amount.
ΔZk = the Uncertificated Lower-Tier Regular Interest Z-BB Principal Reduction Amount.
ΔZl = the Uncertificated Lower-Tier Regular Interest Z-CC Principal Reduction Amount.
ΔZm = the Uncertificated Lower-Tier Regular Interest Z-DD Principal Reduction Amount.
Pj = the aggregate Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interests Y-AA and
Z-AA after distributions on the prior Distribution Date.
= Yj + Zj
Pk = the aggregate Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interests Y-BB and
Z-BB after distributions on the prior Distribution Date.
= Yk + Zk
Pl = the aggregate Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interests Y-CC and
Z-CC after distributions on the prior Distribution Date.
= Yl + Zl =
Pm = the aggregate Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interests Y-DD and
Z-DD after distributions on the prior Distribution Date.
= Ym + Zm
ΔPj = the aggregate amount of principal reduction occurring with respect to Mortgage Loans in Loan
Group AA from Realized Losses or payments of principal to be allocated on such Distribution Date net of
any such amounts allocated to the Class 1-A-R Certificates in respect of Component I thereof.
= the aggregate of the Uncertificated Lower-Tier Regular Interest Y-AA Principal Reduction Amount and the
Uncertificated Lower-Tier Regular Interest Z-AA Principal Reduction Amount.
= ΔYj + ΔZj
ΔPk = the aggregate amount of principal reduction occurring with respect to Mortgage Loans in Loan
Group BB from Realized Losses or payments of principal to be allocated on such Distribution Date net of
any such amounts allocated to the Class 1-A-R Certificates in respect of Component I thereof.
= the aggregate of the Uncertificated Lower-Tier Regular Interest Y-BB Principal Reduction Amount and the
Uncertificated Lower-Tier Regular Interest Z-BB Principal Reduction Amount.
= ΔYk + ΔZk
ΔPl= the aggregate amount of principal reduction occurring with respect to Mortgage Loans in Loan
Group CC from Realized Losses or payments of principal to be allocated on such Distribution Date net of
any such amounts allocated to the Class 1-A-R Certificates in respect of Component I thereof.
6
= the aggregate of the Uncertificated Lower-Tier Regular Interest Y-CC Principal Reduction Amount and the
Uncertificated Lower-Tier Regular Interest Z-CC Principal Reduction Amount.
= ΔYl + ΔZl
ΔPm = the aggregate amount of principal reduction occurring with respect to Mortgage Loans in Loan
Group DD from Realized Losses or payments of principal to be allocated on such Distribution Date net of
any such amounts allocated to the Class 1-A-R Certificate in respect of Component I thereof.
= the aggregate of the Uncertificated Lower-Tier Regular Interest Y-DD Principal Reduction Amount
and the Uncertificated Lower-Tier Regular Interest Z-DD Principal Reduction Amount.
= ΔYm + ΔZm
α = .0005
γ1 = (R - R11)/(R12 - R). If R=>M%, γ1 is a non-negative number unless its denominator is
zero, in which event it is undefined.
γ2 = (R - R21)/(R22 - R). If R=>L%, γ2 is a non-negative number unless its denominator is
zero, in which event it is undefined.
γ3 = (R - R31)/(R32 - R). If R=>K%, γ3 is a non-negative number unless its denominator is
zero, in which event it is undefined.
γ4 = (R - R41)/(R42 - R). If R<K%, γ4 is a non-negative number unless its denominator is
zero, in which event it is undefined.
If γ1 is undefined, ΔYj = Yj, ΔYk = Yk, ΔYl = Yl, ΔYm = Ym and ΔYn =
(Yn/Pn)ΔPn.
If γ4 is zero, ΔYj = (Yj/Pj)ΔPj, ΔYk = Yk, ΔYl = Yl, ΔYm = Ym and ΔYn =
Yn.
In the remaining situations, ΔYj, ΔYk, ΔYl, ΔYm and ΔYn shall be defined as follows:
I. If R=>M%, make the following additional definitions:
Δ1Yj = 0, if R11< r11;
(R11- r11)( Yj + Yk + Yl + Ym)Yj/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl +
(R11 - M%)Ym }, if R11=> r11 and R11=>M%;
(R11- r11)( Yj + Yk + Yl + Ym )Yj/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl }, if R11=> r11 and M%>R11=>L%;
6
(R11- r11)( Yj + Yk + Yl + Ym )Yj/
{(R11 - J%)Yj + (R11 - K%)Yk }, if R11=> r11 and L%>R11=>K%; and
(R11- r11)( Yj + Yk + Yl + Ym )/(R11 - J%), if R11=> r11 and
K%>R11=>J%.
Δ1Yk = 0, if R11< r11 and R11=>K%;
(R11- r11)( Yj + Yk + Yl + Ym)Yk/
{ (R11 - K%)Yk + (R11 - L%)Yl + (R11 - M%)Ym }, if R11< r11 and R11<K%;
(R11- r11)( Yj + Yk + Yl + Ym )Yk/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl +
(R11 - M%)Ym }, if R11=> r11 and R11=>M%;
(R11- r11)( Yj + Yk + Yl + Ym )Yk/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl }, if R11=> r11 and M%>R11=>L%;
(R11- r11)( Yj + Yk + Yl + Ym )Yk/{(R11 - J%)Yj + (R11 - K%)Yk }, if R11=> r11 and L%>R11=>K%; and
0, if R11=> r11 and R11<K%.
Δ1Yl = 0, if R11< r11 and R11=>L%;
(R11- r11)( Yj + Yk + Yl + Ym)Yl/
{ (R11 - L%)Yl + (R11 - M%)Ym }, if R11< r11 and K%<=R11<L%;
(R11- r11)( Yj + Yk + Yl + Ym)Yl/
{ (R11 - K%)Yk + (R11 - L%)Yl + (R11 - M%)Ym }, if R11< r11 and R11<K%;
(R11- r11)( Yj + Yk + Yl + Ym)Yl/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl +
(R11 - M%)Ym }, if R11=> r11 and R11=>M%;
(R11- r11)( Yj + Yk + Yl + Ym )Yl/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl }, if R11=> r11 and M%>R11=>L%;
0, if R11=> r11 and R11<L%.
7
Δ1Ym = 0, if R11< r11 and R11=>M%;
(R11- r11)( Yj + Yk + Yl + Ym)/(R11 - M%), if R11< r11 and L%<=R11<M%;
(R11- r11)( Yj + Yk + Yl + Ym)Ym/
{ (R11 - L%)Yl + (R11 - M%)Ym }, if R11< r11 and K%<=R11<L%;
(R11- r11)( Yj + Yk + Yl + Ym)Ym/
{ (R11 - K%)Yk + (R11 - L%)Yl + (R11 - M%)Ym }, if R11< r11 and R11<K%;
(R11- r11)( Yj + Yk + Yl + Ym)Ym/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl +
(R11 - M%)Ym }, if R11=> r11 and R11=>M%;
0, if R11=> r11 and R11<M%.
Δ1Yj, Δ1Yk, Δ1Yl and Δ1Ym are numbers respectively between Yj, Yk, Yl and Ym and 0 such that
{J%(Yj - Δ1Yj ) + K%( Yk.- Δ1Yk) + L%( Yl.- Δ1Yl) + M%( Ym.- Δ1Ym) }/
(Yj - Δ1Yj + Yk.- Δ1Yk + Yl.- Δ1Yl + Ym.- Δ1Ym)
= R11.
Y11 = Yj - Δ1Yj + Yk.- Δ1Yk + Yl.- Δ1Yl + Ym.- Δ1Ym
P11 = Pj + Pk + Pl + Pm.
Z11 = Zj + Zk + Zl + Zm.
ΔY11 = ΔYj - Δ1Yj + ΔYk.- Δ1Yk + ΔYl.- Δ1Yl + ΔYm.- Δ1Ym .
ΔP11 = ΔPj + ΔPk + ΔPl + ΔPm.
ΔZ11 = ΔZj + ΔZk + ΔZl + ΔZm.
1. If Yn - α(Pn - ΔPn) => 0, Y11- α(P11 - ΔP11) => 0, and γ1(P11 -
ΔP11) < (Pn - ΔPn), then ΔYn = Yn - αγ1(P11 - ΔP11) and
ΔY11 = Y11 - α(P11 - ΔP11).
2. If Yn - α(Pn - ΔPn) => 0, Y11 - α(P11 - ΔP11) => 0, and
γ1(P11 - ΔP11) => (Pn - ΔPn), then ΔYn = Yn - α(Pn - ΔPn) and
ΔY11 = Y11 - (α/γ1)(Pn - ΔPn).
3. If Yn - α(Pn - ΔPn) < 0, Y11 - α(P11 - ΔP11) => 0, and
Y11 - α(P11 - ΔP11) => Y11 - (Yn/γ1), then
ΔYn = Yn - αγ1(P11 - ΔP11) and ΔY11 = Y11 - α(P11 - ΔP11).
8
4. If Yn - α(Pn - ΔPn) < 0, Y11 - (Yn/γ1) => 0, and
Y11 - α(P11 - ΔP11) <= Y11 - (Yn/γ1), then ΔYn = 0 and
ΔY11 = Y11 - (Yn/γ1).
5. If Y11 - α(P11 - ΔP11) < 0, Y11 - (Yn/γ1) < 0, and
Yn - α(Pn - ΔPn) <= Yn - (γ1Y11), then ΔYn = Yn - (γ1Y11) and
ΔY11 = 0.
6. If Y11 - α(P11 - ΔP11) < 0, Yn - α(Pn - ΔPn) => 0, and
Yn - α(Pn - ΔPn) => Yn - (γ1Y11), then ΔYn = Yn - α(Pn - ΔPn) and
ΔY11 = Y11 - (α/γ1)(Pn - ΔPn).
ΔYj = Δ1Yj + [(Yj - Δ1Yj )/Y11 ]Δ Y11
ΔYk = Δ1Yk + [(Yk - Δ1Yk )/Y11 ]ΔY11
ΔYl = Δ1Yl + [(Yl - Δ1Yl )/Y11 ]Δ Y11
ΔYm = Δ1Ym + [(Ym - Δ1Ym )/Y11 ]ΔY11
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Principal Distribution Amounts for the respective Uncertificated Lower-Tier Regular
Interests is to accomplish the following goals in the following order of priority:
1. Making the ratio of (Yn - ΔYn ) to (Y11 - ΔY11 ) equal to γ1 after taking account of the
allocation Realized Losses and the distributions that will be made through the end of the Distribution
Date to which such provisions relate and assuring that each of the Uncertificated Lower-Tier Regular
Interest Y Principal Reduction Amounts and Uncertificated Lower-Tier Regular Interest Z Principal
Reduction Amounts is greater than or equal to zero for such Distribution Date;
2. Making the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-AA less than
or equal to 0.0005 of the sum of the Uncertificated Principal Balances of Uncertificated Lower-Tier
Regular Interest Y-AA and Uncertificated Lower-Tier Regular Interest Z-AA, the Uncertificated Principal
Balance of Uncertificated Lower-Tier Regular Interest Y-BB less than or equal to 0.0005 of the sum of
the Uncertificated Principal Balances of Uncertificated Lower-Tier Regular Interest Y-BB and
Uncertificated Lower-Tier Regular Interest Z-BB, the Uncertificated Principal Balance of Uncertificated
Lower-Tier Regular Interest Y-CC less than or equal to 0.0005 of the sum of the Uncertificated Principal
Balances of Uncertificated Lower-Tier Regular Interest Y-CC and Uncertificated Lower-Tier Regular
Interest Z-CC, and the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest
Y-DD less than or equal to 0.0005 of the sum of the Uncertificated Principal Balances of Uncertificated
Lower-Tier Regular Interest Y-DD and Uncertificated Lower-Tier Regular Interest Z-DD in each case after
giving effect to allocations of Realized Losses and distributions to be made through the end of the
Distribution Date to which such provisions relate; and
9
3. Making the larger of (a) the fraction whose numerator is (Yn - ΔYn ) and whose denominator is the sum of
(Yn - ΔYn) and (Zn - ΔZn) and (b) the fraction whose numerator is (Y11 - ΔY11) and whose denominator is
the sum of (Y11 - ΔY11) and (Z11 - ΔZ11) as large as possible while remaining less than or equal to
0.0005.
In the event of a failure of the foregoing portion of the definition of Uncertificated Lower-Tier Regular
Interest Y Principal Reduction Amounts to accomplish both of goals 1 and 2 above, the amounts thereof should be
adjusted to so as to accomplish such goals within the requirement that each Uncertificated Lower-Tier Regular
Interest Y Principal Reduction Amount must be less than or equal to the sum of (a) the Principal Realized Losses
to be allocated on the related Distribution Date for the related Loan Group remaining after the allocation of
such Realized Losses to the related class of ratio-strip principal only certificates, if any, and (b) the
remainder of the Pool Distribution Amount for the related Loan Group or after reduction thereof by the
distributions to be made on such Distribution Date (i) to the related class of ratio-strip principal only
certificates, if any, (ii) to the related class of ratio-strip interest only certificates, if any, and (iii) in
respect of interest on the related Uncertificated Lower-Tier Regular Interests, or, if both of such goals cannot
be accomplished within such requirement, such adjustment as is necessary shall be made to accomplish goal 1
within such requirement. In the event of any conflict among the provisions of the definition of Uncertificated
Lower-Tier Regular Interest Y Principal Reduction Amounts, such conflict shall be resolved on the basis of the
goals and their priorities set forth above within the requirement set forth in the preceding sentence. If the
formula allocation of ΔY11 among ΔYj, ΔYk, ΔYl and ΔYm cannot be achieved because one or more of ΔYj, ΔYk, ΔYl
and ΔYm, as so defined is greater than the related one of ΔPj, ΔPk, ΔPl and ΔPm, such an allocation shall be made
as close as possible to the formula allocation within the requirement that ΔYj < ΔPj, ΔYk < ΔPk, ΔYl < ΔPl, ΔYm <
ΔPm and ΔYm < ΔPm.
II. If L%<=R<=M%, make the following additional definitions:
Δ2Yj = 0, if R21< r21;
(R21- r21)( Yj + Yk + Yl )Yj/
{(R21 - J%)Yj + (R21 - K%)Yk }, if R21=> r21 and L%>R21=>K%; and
(R21- r21)( Yj + Yk + Yl )/(R21 - J%), if R21=> r21 and K%>R21=>J%.
Δ2Yk = 0, if R21< r21 and R21=>K%;
(R21- r21)( Yj + Yk + Yl )Yk/
{ (R21 - K%)Yk + (R21 - L%)Yl }, if R21< r21 and R21<K%;
(R21- r21)( Yj + Yk + Yl )Yk/
{(R21 - J%)Yj + (R21 - K%)Yk }, if R21=> r21 and L%>R21=>K%; and
0, if R21=> r21 and R21<K%.
10
Δ2Yl = (R21- r21)( Yj + Yk + Yl )/(R21 - L%), if R21< r21 and
K%<=R21<L%;
(R21- r21)( Yj + Yk + Yl )Yl/{ (R21 - K%)Yk + (R21 - L%)Yl }, if R21< r21 and R21<K%;
0, if R21=> r21.
Δ2Ym = 0, if R22< r22;
(R22- r22)( Ym + Yn )/(R22 - M%), if R22=> r22 and R22=>M%;
Δ2Yn = the greater of 0 and ΔPn - Zn, if R22=N%;
(R22- r22)( Ym + Yn)/(R22 - N%), if R22< r22 and M%<=R22<N%;
0, if R22=> r22 and R22<N%.
Δ2Yj, Δ2Yk, X0Xx, X0Xx and Δ2Yn are numbers respectively between Yj, Yk, Yl, Ym and
Yn and 0 such that:
{J%(Yj - Δ2Yj ) + K%( Yk.- Δ2Yk) + L%( Yl.- Δ2Yl)}/
( Yj - Δ2Yj + Yk.- Δ2Yk + Yl.- Δ2Yl)
= R21;
and
{ M%( Ym.- Δ2Ym) + N%( Yn.- Δ2Yn) }/
(Ym.- Δ2Ym + Yn.- Δ2Yn)
= R22.
Y21 = Yj - Δ2Yj + Yk.- Δ2Yk + Yl.- Δ2Yl.
P21 = Pj + Pk + Pl.
Z21 = Zj + Zk + Zl.
ΔY21 = ΔYj - Δ2Yj + ΔYk.- Δ2Yk + ΔYl.- Δ2Yl.
ΔP21 = ΔPj + ΔPk + ΔPl.
ΔZ21 = ΔZj + ΔZk + ΔZl.
Y22 = Ym.- Δ2Ym + Yn.- Δ2Yn.
P22 = Pm + Pn.
11
Z22 = Zm + Zn.
ΔY22 = ΔYm.- Δ2Ym + ΔYn.- Δ2Yn
ΔP22 = ΔPm + ΔPn.
ΔZ22 = ΔZm + ΔZn.
1. If Y22 - α(P22 - ΔP22) => 0, Y21- α(P21 - ΔP21) => 0, and γ2(P21 -
ΔP21) < (P22 - ΔP22), then ΔY22 = Y22 - αγ2(P21 - ΔP21) and
ΔY21 = Y21 - α(P21 - ΔP21).
2. If Y22 - α(P22 - ΔP22) => 0, Y21 - α(P21 - ΔP21) => 0, and
γ2(P21 - ΔP21) => (P22 - ΔP22), then ΔY22 = Y22 - α(P22 - ΔP22) and
ΔY21 = Y21 - (α/γ2)(P22 - ΔP22).
3. If Y22 - α(P22 - ΔP22) < 0, Y21 - α(P21 - ΔP21) => 0, and
Y21 - α(P21 - ΔP21) => Y21 - (Y22/γ2), then
ΔY22 = Y22 - αγ2(P21 - ΔP21) and ΔY21 = Y21 - α(P21 - ΔP21).
4. If Y22 - α(P22 - ΔP22) < 0, Y21 - (Y22/γ2) => 0, and
Y21 - α(P21 - ΔP21) <= Y21 - (Y22/γ2), then ΔY22 = 0 and
ΔY21 = Y21 - (Y22/γ2).
5. If Y21 - α(P21 - ΔP21) < 0, Y21 - (Y22/γ2) < 0, and
Y22 - α(P22 - ΔP22) <= Y22 - (γ2Y21), then ΔY22 = Y22 - (γ2Y21) and
ΔY21 = 0.
6. If Y21 - α(P21 - ΔP21) < 0, Y22 - α(P22 - ΔP22) => 0, and
Y22 - α(P22 - ΔP22) => Y22 - (γ2Y21), then ΔY22 = Y22 - α(P22 - ΔP22)
and ΔY21 = Y21 - (α/γ2)(P22 - ΔP22).
ΔYj = Δ2Yj + [(Yj - Δ2Yj )/Y21 ] ΔY21
ΔYk = Δ2Yk + [(Yk - Δ2Yk )/Y21 ] ΔY21
ΔYl = Δ2Yl + [(Yl - Δ2Yl )/Y21 ] ΔY21
ΔYm = Δ2Ym + [(Ym - Δ2Ym )/Y22 ] ΔY22
ΔYn = Δ2Yn + [(Yn - Δ2Yn )/Y22 ] ΔY22
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Principal Distribution Amounts for the respective Uncertificated Lower-Tier Regular
Interests is to accomplish the following goals in the following order of priority:
1. Making the ratio of (Y22 - ΔY22 ) to (Y21 - ΔY21 ) equal to γ2 after taking account of
the allocation Realized Losses and the distributions that will be made through the end of the
Distribution Date to which such provisions relate and assuring that each of the Uncertificated
Lower-Tier Regular Interest Y Principal Reduction Amounts and Uncertificated Lower-Tier Regular Interest
Z Principal Reduction Amounts is greater than or equal to zero for such Distribution Date;
12
2. Making the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-AA less than
or equal to 0.0005 of the sum of the Uncertificated Principal Balances of Uncertificated Lower-Tier
Regular Interests Y-AA and Uncertificated Lower-Tier Regular Interest Z-AA, the Uncertificated Principal
Balance of Uncertificated Lower-Tier Regular Interest Y-BB less than or equal to 0.0005 of the sum of
the Uncertificated Principal Balances of Uncertificated Lower-Tier Regular Interest Y-BB and
Uncertificated Lower-Tier Regular Interest Z-BB, the Uncertificated Principal Balance of Uncertificated
Lower-Tier Regular Interest Y-CC less than or equal to 0.0005 of the sum of the Uncertificated Principal
Balances of Uncertificated Lower-Tier Regular Interest Y-CC and Uncertificated Lower-Tier Regular
Interest Z-CC and the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest
Y-DD less than or equal to 0.0005 of the sum of the Uncertificated Principal Balances of Uncertificated
Lower-Tier Regular Interest Y-DD and Uncertificated Lower-Tier Regular Interest Z-DD, in each case after
giving effect to allocations of Realized Losses and distributions to be made through the end of the
Distribution Date to which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Y22 - ΔY22 ) and whose denominator is
the sum of (Y22 - ΔY22) and (Z22 - ΔZ22) and (b) the fraction whose numerator is (Y21 -
ΔY21) and whose denominator is the sum of (Y21 - ΔY21) and (Z21 - ΔZ21) as large as
possible while remaining less than or equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of Uncertificated Lower-Tier Regular
Interest Y Principal Reduction Amounts to accomplish both of goals 1 and 2 above, the amounts thereof should be
adjusted to so as to accomplish such goals within the requirement that each Uncertificated Lower-Tier Regular
Interest Y Principal Reduction Amount must be less than or equal to the sum of (a) the Principal Realized Losses
to be allocated on the related Distribution Date for the related Loan Group remaining after the allocation of
such Realized Losses to the related class of ratio-strip principal only certificates, if any, and (b) the
remainder of the Pool Distribution Amount for the related Loan Group or after reduction thereof by the
distributions to be made on such Distribution Date (i) to the related class of ratio-strip principal only
certificates, if any, (ii) to the related class of ratio-strip interest only certificates, if any, and (iii) in
respect of interest on the related Uncertificated Lower-Tier Regular Interests, or, if both of such goals cannot
be accomplished within such requirement, such adjustment as is necessary shall be made to accomplish goal 1
within such requirement. In the event of any conflict among the provisions of the definition of the
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amounts, such conflict shall be resolved on the
basis of the goals and their priorities set forth above within the requirement set forth in the preceding
sentence. If the formula allocations of ΔY21 among ΔYj, ΔYk and ΔYl or ΔY22 among
ΔYm and ΔYn cannot be achieved because one or more of ΔYj, ΔYk, ΔYl, ΔYm and
ΔYn, as so defined, is greater than the related one of ΔPj, ΔPk, ΔPl, ΔPm and
ΔPn, such an allocation shall be made as close as possible to the formula allocation within the requirement
that ΔYj < ΔPj, ΔYk < ΔPk, ΔYl < ΔPl, ΔYm < ΔPm and ΔYn <
ΔPn.
13
III. If K%<=R<=L%, make the following additional definitions:
Δ3Yj = 0, if R31< r31; and
(R31- r31)( Yj + Yk )/(R31 - J%), if R31=> r31 and K%>R31=>J%.
Δ3Yk = (R31- r31)( Yj + Yk )/(R31 - K%), if R31< r31 and R31<K%;
and
0, if R31=> r31 and R31<K%.
Δ3Yl = 0, if R32< r32;
(R32- r32)( Yl + Ym + Yn)Yl/
{ (R32 - L%)Yl + (R32 - M%)Ym }, if R32=> r32 and N%>R32=>M%;
(R32- r32)( Yl + Ym + Yn)/(R32 - L%), if R32=> r32 and M%>R32=>L%;
Δ3Ym = 0, if R32< r32 and R32=>M%;
(R32- r32)( Yl + Ym + Yn)Ym/
{ (R32 - M%)Ym + (R32 - N%)Yn }, if R32< r32 and L%<=R32<M%;
(R32- r32)( Yl + Ym + Yn)Ym/
{ (R32 - L%)Yl + (R32 - M%)Ym }, if R32=> r32 and N%>R32=>M%;
0, if R32=> r32 and R32<M%.
Δ3Yn = 0, if R32< r32 and R32=>N%;
(R32- r32)( Yl + Ym + Yn)/(R32 - N%), if R32< r32 and M%<=R32<N%;
(R32- r32)( Yl + Ym + Yn )Yn/
{ (R32 - M%)Ym + (R32 - N%)Yn }, if R32< r32 and L%<=R32<M%;
0, if R32=> r32 and R32<N%.
Δ3Yj, Δ3Yk, X0Xx, X0Xx and Δ3Yn are numbers respectively between Yj, Yk, Yl, Ym,
and Yn and 0 such that:
{J%(Yj - Δ3Yj ) + K%( Yk.- Δ3Yk) }/
( Yj - Δ3Yj + Yk.- Δ3Yk)
= R31;
14
and
{ L%( Yl.- Δ3Yl) + M%( Ym.- Δ3Ym) + N%( Yn.- Δ3Yn ) }/
(Yl.- Δ3Yl + Ym.- Δ3Ym + Yn.- Δ3Yn )
= R32.
Y31 = Yj - Δ3Yj + Yk.- Δ3Yk.
P31 = Pj + Pk.
Z31 = Zj + Zk.
ΔY31 = ΔYj - Δ3Yj + ΔYk.- Δ3Yk.
ΔP31 = ΔPj + ΔPk.
ΔZ31 = ΔZj + ΔZk.
Y32 = Yl.- Δ3Yl + Ym.- Δ3Ym + Yn.- Δ3Yn .
P32 = Pl + Pm + Pn .
Z32 = Zl + Zm + Zn.
ΔY32 = ΔYl.- Δ3Yl + ΔYm.- Δ3Ym + ΔYn.- Δ3Yn .
ΔP32 = ΔPl + ΔPm + ΔPn.
ΔZ32 = ΔZl + ΔZm + ΔZn.
1. If Y32 - α(P32 - ΔP32) => 0, Y31- α(P31 - ΔP31) => 0, and γ3(P31 -
ΔP31) < (P32 - ΔP32), then ΔY32 = Y32 - αγ3(P31 - ΔP31) and
ΔY31 = Y31 - α(P31 - ΔP31).
2. If Y32 - α(P32 - ΔP32) => 0, Y31 - α(P31 - ΔP31) => 0, and
γ3(P31 - ΔP31) => (P32 - ΔP32), then ΔY32 = Y32 - α(P32 - ΔP32) and
ΔY31 = Y31 - (α/γ3)(P32 - ΔP32).
3. If Y32 - α(P32 - ΔP32) < 0, Y31 - α(P31 - ΔP31) => 0, and
Y31 - α(P31 - ΔP31) => Y31 - (Y32/γ3), then
ΔY32 = Y32 - αγ3(P31 - ΔP31) and ΔY31 = Y31 - α(P31 - ΔP31).
4. If Y32 - α(P32 - ΔP32) < 0, Y31 - (Y32/γ3) => 0, and
Y31 - α(P31 - ΔP31) <= Y31 - (Y32/γ3), then ΔY32 = 0 and
ΔY31 = Y31 - (Y32/γ3).
5. If Y31 - α(P31 - ΔP31) < 0, Y31 - (Y32/γ3) < 0, and
Y32 - α(P32 - ΔP32) <= Y32 - (γ3Y31), then ΔY32 = Y32 - (γ3Y31) and
ΔY31 = 0.
6. If Y31 - α(P31 - ΔP31) < 0, Y32 - α(P32 - ΔP32) => 0, and
Y32 - α(P32 - ΔP32) => Y32 - (γ3Y31), then ΔY32 = Y32 - α(P32 - ΔP32)
and ΔY31 = Y31 - (α/γ3)(P32 - ΔP32).
15
ΔYj = Δ3Yj + [(Yj - Δ3Yj )/Y31 ] ΔY31
ΔYk = Δ3Yk + [(Yk - Δ3Yk )/Y31 ] ΔY31
ΔYl = Δ3Yl + [(Yl - Δ3Yl )/Y32 ] ΔY32
ΔYm = Δ3Ym + [(Ym - Δ3Ym )/Y32 ] ΔY32
ΔYn = Δ3Yn + [(Yn - Δ3Yn )/Y32 ] ΔY32
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Principal Distribution Amounts of the respective Uncertificated Lower-Tier Regular
Interests is to accomplish the following goals in the following order of priority:
1. Making the ratio of (Y32 - ΔY32 ) to (Y31 - ΔY31 ) equal to γ3 after taking
account of the allocation Realized Losses and the distributions that will be made through the
end of the Distribution Date to which such provisions relate and assuring that each of the
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amounts and Uncertificated
Lower-Tier Regular Interest Z Principal Reduction Amounts is greater than or equal to zero for
such Distribution Date;
2. Making the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-AA
less than or equal to 0.0005 of the sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interests Y-AA and Uncertificated Lower-Tier Regular Interest
Z-AA, the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-BB
less than or equal to 0.0005 of the sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interest Y-BB and Uncertificated Lower-Tier Regular Interest
Z-BB, the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-CC
less than or equal to 0.0005 of the sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interest Y-CC and Uncertificated Lower-Tier Regular Interest
Z-CC and the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest
Y-DD less than or equal to 0.0005 of the sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interest Y-DD and Uncertificated Lower-Tier Regular Interest
Z-DD, in each case after giving effect to allocations of Realized Losses and distributions to
be made through the end of the Distribution Date to which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Y32 - ΔY32 ) and whose
denominator is the sum of (Y32 - ΔY32) and (Z32 - ΔZ32) and (b) the fraction whose
numerator is (Y31 - ΔY31) and whose denominator is the sum of (Y31 - ΔY31) and (Z31
- ΔZ31) as large as possible while remaining less than or equal to 0.0005.
16
In the event of a failure of the foregoing portion of the definition of Uncertificated Lower-Tier Regular
Interest Y Principal Reduction Amounts to accomplish both of goals 1 and 2 above, the amounts thereof should be
adjusted to so as to accomplish such goals within the requirement that each Uncertificated Lower-Tier Regular
Interest Y Principal Reduction Amount must be less than or equal to the sum of (a) the Principal Realized Losses
to be allocated on the related Distribution Date for the related Loan Group remaining after the allocation of
such Realized Losses to the related class of ratio-strip principal only certificates, if any, and (b) the
remainder of the Pool Distribution Amount for the related Loan Group or after reduction thereof by the
distributions to be made on such Distribution Date (i) to the related class of ratio-strip principal only
certificates, if any, (ii) to the related class of ratio-strip interest only certificates, if any, and (iii) in
respect of interest on the related Uncertificated Lower-Tier Regular Interests, or, if both of such goals cannot
be accomplished within such requirement, such adjustment as is necessary shall be made to accomplish goal 1
within such requirement. In the event of any conflict among the provisions of the definition of Uncertificated
Lower-Tier Regular Interest Y Principal Reduction Amounts, such conflict shall be resolved on the basis of the
goals and their priorities set forth above within the requirement set forth in the preceding sentence. If the
formula allocations of ΔY31 among ΔYj and ΔYk or ΔY32 among ΔYl, ΔYm and
ΔYn cannot be achieved because one or more of ΔYj, ΔYk, ΔYl, ΔYm and ΔYn, as
so defined, is greater than the related one of ΔPj, ΔPk, ΔPl, ΔPm and ΔPn, such an
allocation shall be made as close as possible to the formula allocation within the requirement that ΔYj <
ΔPj, ΔYk < ΔPk, ΔYl < ΔPl, ΔYm < ΔPm and ΔYn < ΔPn.
IV. If R<=K%, make the following additional definitions:
Δ4Yk = 0, if R42< r42;
(R42- r42)( Yk + Yl + Ym + Yn )Yk/
{ (R42 - K%)Yk + (R42 - L%)Yl + (R42 - M%)Ym }, if R42=> r42 and N%>R42=>M%;
(R42- r42)( Yk + Yl + Ym + Yn )Yk/
{ (R42 - K%)Yk + (R42 - L%)Yl }, if R42=> r42 and M%>R42=>L%; and
(R42- r42)( Yk + Yl + Ym + Yn )/(R42 - K%), if R42=> r42 and
L%>R42=>K%.
Δ4Yl = 0, if R42< r42 and R42=>L%;
(R42- r42)( Yk + Yl + Ym + Yn )Yl/
{ (R42 - L%)Yl + (R42 - M%)Ym +
(R42 - N%)Yn }, if R42< r42 and L%>R42=>K%;
(R42- r42)( Yk + Yl + Ym + Yn )Yl/
{ (R42 - K%)Yk + (R42 - L%)Yl + (R42 - M%)Ym }, if R42=> r42 and N%>R42=>M%;
(R42- r42)( Yk + Yl + Ym + Yn )Yl/
{ (R42 - K%)Yk + (R42 - L%)Yl }, if R42=> r42 and M%>R42=>L%;
0, if R42=> r42 and R42<L%.
17
Δ4Ym = 0, if R42< r42 and R42=>M%;
(R42- r42)( Yk + Yl + Ym + Yn )Ym/
{ (R42 - M%)Ym + (R42 - N%)Yn }, if R42< r42 and L%<=R42<M%;
(R42- r42)( Yk + Yl + Ym + Yn )Ym/
{ (R42 - L%)Yl + (R42 - M%)Ym + (R42 - N%)Yn }, if R42< r42 and K<=R42<L%;
(R42- r42)( Yk + Yl + Ym + Yn )Ym/
{ (R42 - K%)Yk + (R42 - L%)Yl + (R42 - M%)Ym }, if R42=> r42 and N%>R42=>M%;
0, if R42=> r42 and R42<M%.
Δ4Yn = 0, if R42< r42 and R42=>N%;
(R42- r42)( Yk + Yl + Ym + Yn )/ (R42 - N%), if R42< r42 and
M%<=R42<N%;
(R42- r42)( Yk + Yl + Ym + Yn )Yn/
{ (R42 - M%)Ym + (R42 - N%)Yn }, if R42< r42 and L%<=R42<M%;
(R42- r42)( Yk + Yl + Ym + Yn )Yn/
{ (R42 - L%)Yl + (R42 - M%)Ym + (R42 - N%)Yn }, if R42< r42 and K%<=R42<L%;
0, if R42=> r42 and R42<N%.
Δ4Yk, X0Xx, X0Xx and Δ4Yn are numbers respectively between Yk, Yl, Ym and Yn and 0 such
that
{ K%( Yk.- Δ4Yk) + L%( Yl.- Δ4Yl) + M%( Ym.- Δ4Ym) + N%( Yn.- Δ4Yn) }/
( Yk.- Δ4Yk + Yl.- Δ4Yl + Ym.- Δ4Ym + Yn.- Δ4Yn )
= R42.
Y42 = Yk.- Δ4Yk + Yl.- Δ4Yl + Ym.- Δ4Ym + Yn.- Δ4Yn .
P42 = Pk + Pl + Pm + Pn.
Z42 = Zk + Zl + Zm + Zn.
18
ΔY42 = ΔYk.- Δ4Yk + ΔYl.- Δ4Yl + ΔYm.- Δ4Ym + ΔYn.-
Δ4Yn .
ΔP42 = ΔPk + ΔPl + ΔPm + ΔPn.
ΔZ42 = ΔZk + ΔZl + ΔZm + ΔZn.
1. If Y42 - α(P42 - ΔP42) => 0, Yj- α(Pj - ΔPj) => 0, and γ4(Pj - ΔPj)
< (P42 - ΔP42), then ΔY42 = Y42 - αγ4(Pj - ΔPj) and
ΔYj = Yj - α(Pj - ΔPj).
2. If Y42 - α(P42 - ΔP42) => 0, Yj - α(Pj - ΔPj) => 0, and γ4(Pj - ΔPj)
=> (P42 - ΔP42), then ΔY42 = Y42 - α(P42 - ΔP42) and
ΔYj = Yj - (α/γ4)(P42 - ΔP42).
3. If Y42 - α(P42 - ΔP42) < 0, Yj - α(Pj - ΔPj) => 0, and
Yj - α(Pj - ΔPj) => Yj - (Y42/γ4), then
ΔY42 = Y42 - αγ4(Pj - ΔPj) and ΔYj = Yj - α(Pj - ΔPj).
4. If Y42 - α(P42 - ΔP42) < 0, Yj - (Y42/γ4) => 0, and
Yj - α(Pj - ΔPj) <= Yj - (Y42/γ4), then ΔY42 = 0 and
ΔYj = Yj - (Y42/γ4).
5. If Yj - α(Pj - ΔPj) < 0, Yj - (Y42/γ4) < 0, and
Y42 - α(P42 - ΔP42) <= Y42 - (γ4Yj), then ΔY42 = Y42 - (γ4Yj) and
ΔYj = 0.
6. If Yj - α(Pj - ΔPj) < 0, Y42 - α(P42 - ΔP42) => 0, and
Y42 - α(P42 - ΔP42) => Y42 - (γ4Yj), then ΔY42 = Y42 - α(P42 - ΔP42)
and ΔYj = Yj - (α/γ4)(P42 - ΔP42).
ΔYk = Δ4Yk + [(Yk - Δ4Yk )/Y42 ] ΔY42
ΔYl = Δ4Yl + [(Yl - Δ4Yl )/Y42 ] ΔY42
ΔYm = Δ4Ym + [(Ym - Δ4Ym )/Y42 ] ΔY42
ΔYn = Δ4Yn + [(Yn - Δ4Yn )/Y42 ] ΔY42
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Principal Distribution Amounts for the respective Uncertificated Lower-Tier Regular
Interests is to accomplish the following goals in the following order of priority:
1. Making the ratio of (Y42 - ΔY42 ) to (Yj - ΔYj ) equal to γ4 after taking account of
the allocation Realized Losses and the distributions that will be made through the end of the
Distribution Date to which such provisions relate and assuring that each of the Uncertificated
Lower-Tier Regular Interest Y Principal Reduction Amounts and Uncertificated Lower-Tier Regular Interest
Z Principal Reduction Amounts is greater than or equal to zero for such Distribution Date;
2. Making the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-AA less than
or equal to 0.0005 of the sum of the Uncertificated Principal Balances of Uncertificated Lower-Tier
Regular Interests Y-AA and Uncertificated Lower-Tier Regular Interest Z-AA, the Uncertificated Principal
Balance of Uncertificated Lower-Tier Regular Interest Y-BB less than or equal to 0.0005 of the sum of
the Uncertificated Principal Balances of Uncertificated Lower-Tier Regular Interest Y-BB and
19
Uncertificated Lower-Tier Regular Interest Z-BB, the Uncertificated Principal Balance of Uncertificated
Lower-Tier Regular Interest Y-CC less than or equal to 0.0005 of the sum of the Uncertificated Principal
Balances of Uncertificated Lower-Tier Regular Interest Y-CC and Uncertificated Lower-Tier Regular
Interest Z-CC and the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest
Y-DD less than or equal to 0.0005 of the sum of the Uncertificated Principal Balances of Uncertificated
Lower-Tier Regular Interest Y-DD and Uncertificated Lower-Tier Regular Interest Z-DD, in each case after
giving effect to allocations of Realized Losses and distributions to be made through the end of the
Distribution Date to which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Y42 - ΔY42 ) and whose denominator is
the sum of (Y42 - ΔY42) and (Z42 - ΔZ42) and (b) the fraction whose numerator is (Yj -
ΔYj) and whose denominator is the sum of (Yj - ΔYj) and (Zj - ΔZj) as large as
possible while remaining less than or equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of Uncertificated Lower-Tier Regular
Interest Y Principal Reduction Amounts to accomplish both of goals 1 and 2 above, the amounts thereof should be
adjusted to so as to accomplish such goals within the requirement that each Uncertificated Lower-Tier Regular
Interest Y Principal Reduction Amount must be less than or equal to the sum of (a) the Principal Realized Losses
to be allocated on the related Distribution Date for the related Loan Group remaining after the allocation of
such Realized Losses to the related class of ratio-strip principal only certificates, if any, and (b) the
remainder of the Pool Distribution Amount for the related Loan Group or after reduction thereof by the
distributions to be made on such Distribution Date (i) to the related class of ratio-strip principal only
certificates, if any, (ii) to the related class of ratio-strip interest only certificates, if any, and (iii) in
respect of interest on the related Uncertificated Lower-Tier Regular Interests, or, if both of such goals cannot
be accomplished within such requirement, such adjustment as is necessary shall be made to accomplish goal 1
within such requirement. In the event of any conflict among the provisions of the definition of Uncertificated
Lower-Tier Regular Interest Y Principal Reduction Amounts, such conflict shall be resolved on the basis of the
goals and their priorities set forth above within the requirement set forth in the preceding sentence. If the
formula allocation of ΔY42 among ΔYk, ΔYl, ΔYm and ΔYn cannot be achieved because
one or more of ΔYk, ΔYl, ΔYm and ΔYn, as so defined, is greater than the related one of
ΔPk, ΔPl, ΔPm and ΔPn, such an allocation shall be made as close as possible to the
formula allocation within the requirement that ΔYk < ΔPk, ΔYl < ΔPl, ΔYm <
ΔPm and ΔYn < ΔPn.
NOTES:
1. Uncertificated Lower-Tier Regular Interests Y-AA and Z-AA are related to Loan Group AA. The sum of the
Uncertificated Principal Balances of Uncertificated Lower-Tier Regular Interests Y-AA and Z-AA is equal to the
aggregate stated principal balance of the Mortgage Loans in Loan Group AA. Uncertificated Lower-Tier Regular
Interests Y-BB and Z-BB are related to Loan Group BB. The sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interests Y-BB and Z-BB is equal to the aggregate stated principal balance of
the Mortgage Loans in Loan Group BB. Uncertificated Lower-Tier Regular Interests Y-CC and Z-CC are related to
Loan Group CC. The sum of the Uncertificated Principal Balances of Uncertificated Lower-Tier Regular Interests
Y-CC and Z-C is equal to the aggregate stated principal balance of the Mortgage Loans in Loan Group CC.
Uncertificated Lower-Tier Regular Interests Y-DD and Z-DD are related to Loan Group DD. The sum of the
Uncertificated Principal Balances of Uncertificated Lower-Tier Regular Interests Y-DD and Z-D is equal to the
aggregate stated principal balance of the Mortgage Loans in Loan Group DD. The Uncertificated Lower-Tier Regular
Interests will be principal and interest classes bearing interest at the pass-through rate for the related Loan
Group.
2. The Class B pass-through rate is the weighted average of the pass-through rates on the Uncertificated
Lower-Tier Y Regular Interests.
EXHIBIT A-1
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A
"REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON
AND ANY REALIZED LOSSES ALLOCATED HERETO. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING
THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY TO THE CERTIFICATE ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
Certificate No. _____
Adjustable Pass-Through Rate
Class _____-A-_____ Senior
Date of Pooling and Servicing Agreement: March 27, 2007
Initial Class Certificate Balance of this Certificate
Cut-off as of the Cut-off Date:
Date:
$___________________
March 1, 2007
Initial Certificate Balance of this Certificate as of
First Distribution Date: the Cut-off Date:
April 20, 2007 $____________________
Master Servicer:
CUSIP: [92977T]_____
U.S. Bank National Association
Assumed Final Distribution Date:
March 20, 2037
WACHOVIA MORTGAGE LOAN TRUST, LLC SERIES 2007-A TRUST
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-A
evidencing a percentage interest in the distributions allocable to the Class _____-A-_____
Certificates with respect to a Trust consisting primarily of a pool of adjustable interest
rate mortgage loans secured by first liens on one-to-four family residential properties and
sold by WACHOVIA MORTGAGE LOAN TRUST, LLC.
This Certificate is payable solely from the assets of the Trust, and does not represent an
obligation of or interest in Wachovia Mortgage Loan Trust, LLC ("WMLT"), the Master Servicer, the Servicers, the
Certificate Administrator or the Trustee referred to below or any of their affiliates or any other person.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity
or by WMLT, the Master Servicer, the Servicers, the Certificate Administrator or the Trustee or any of their
affiliates or any other person. None of WMLT, the Master Servicer, the Servicers, the Certificate Administrator
or any of their affiliates will have any obligation with respect to any certificate or other obligation secured
by or payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced
hereby in the Certificates of the same Class as this Certificate, which Certificates evidence a beneficial
interest in a trust (the "Trust") primarily consisting of conventional adjustable rate mortgage loans secured by
first liens on one- to four- family residential properties (collectively, the "Mortgage Loans") sold by WMLT. The
Mortgage Loans were sold by Wachovia Bank, National Association ("WBNA") to WMLT. U.S. Bank National Association
("U.S. Bank") will act as master servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below) and certificate administrator (the "Certificate
Administrator," which term includes any successors thereto under the Agreement referred to below). National City
Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and Xxxxx Fargo Bank, N.A. will act as
servicers of the Mortgage Loans (the "Servicers," which term includes any successors thereto under the Agreement
referred to below). The Trust was created pursuant to the Pooling and Servicing Agreement dated as of March 27,
2007 (the "Agreement"), among WMLT, as depositor, U.S. Bank, as master servicer and certificate administrator,
National City Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and Xxxxx Fargo Bank, N.A.,
each as servicers, and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms
used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the one-month period ending on the last day of
the month preceding the month in which such Distribution Date (as hereinafter defined) occurs on the Certificate
Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the Agreement. The Certificate
Administrator will distribute on the 20th day of each month, or, if such 20th day is not a Business Day, the
immediately following Business Day (each, a "Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at the close of business on the
related Record Date, an amount equal to the product of the Percentage Interest evidenced by this Certificate and
the amount of interest and principal, if any, required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the
Class Certificate Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Certificate Administrator by wire
transfer to the account at a bank or other depository institution having appropriate wire transfer facilities
specified in writing by such Certificateholder to the Certificate Administrator or, if no such prior written wire
transfer instruction has been provided to the Certificate Administrator, by check mailed to such
Certificateholder entitled to receive a distribution on such Distribution Date at the address appearing in the
Certificate Register, by wire transfer, or by such other means of payment as such Certificateholder and the
Certificate Administrator shall agree upon. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the party named in the Agreement or the Certificate Administrator, as described
in the Agreement, of the pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Certificate Administrator for that purpose and designated in
such notice. The initial Certificate Balance of this Certificate is set forth above. The Certificate Balance
hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized Losses
allocated hereto.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on
the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire beneficial
ownership interest in the Trust formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely
to the Trust for payment hereunder and that neither the Certificate Administrator nor the Trustee is liable to
the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the
Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby,
and the rights, duties and immunities of the Certificate Administrator.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the
modification of the rights and obligations of the Depositor, the Master Servicer, the Servicers, the Certificate
Administrator and the Trustee and the rights of the Certificateholders under the Agreement from time to time by
the Depositor, the Master Servicer, the Servicers, the Certificate Administrator and the Trustee, with the
consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage
Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Agreement also permits the amendment thereof in certain limited circumstances, without
the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer
of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the offices or agencies maintained by the Certificate Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Certificate Administrator duly executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate
Percentage Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes
and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class
and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer,
but the Certificate Administrator may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. The Depositor, the Servicers, the Trustee, the Master Servicer, the
Certificate Administrator, the Certificate Registrar and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the
Servicers, the Trustee, the Master Servicer, the Certificate Administrator, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust created thereby (other than the
obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall
terminate upon the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in the Trust or the disposition of all REO Property or (ii) the optional
repurchase by the party named in the Agreement of all the Mortgage Loans and other assets of the Trust in
accordance with the terms of the Agreement. Such optional repurchase may be made only if the Pool Stated
Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 5% of the Cut-off Date
Pool Principal Balance. The exercise of such right will effect the early retirement of the Certificates. In no
event, however, will the Trust created by the Agreement continue beyond the expiration of 21 years after the
death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Certificate
Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or
be valid for any purpose.
IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly
executed.
Dated: March 27, 2007 U.S. BANK NATIONAL ASSOCIATION
not in its individual capacity but solely as
Certificate Administrator
By:__________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class _____-A-_____ Certificates referred to in the within-mentioned
Agreement.
U.S. BANK NATIONAL ASSOCIATION not in its
individual capacity but solely as Certificate
Administrator
By:__________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or,
if mailed by check, to ______________________________. Applicable statements should be mailed to
_____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-2
FORM OF CLASS 1-A-R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-U.S. PERSON OR A DISQUALIFIED ORGANIZATION
(AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
BY A PERSON USING "PLAN ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE TRUSTEE AND THE
CERTIFICATE ADMINISTRATOR WITH A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT ACQUIRING THIS
CERTIFICATE DIRECTLY OR INDIRECTLY FOR, OR ON BEHALF OF, OR WITH THE "PLAN ASSETS" OF, AN EMPLOYEE BENEFIT PLAN
OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED
TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE THAT (1) SUCH
TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED
STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A
CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR XXXXXXX MAC, A MAJORITY OF ITS BOARD OF
DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS'
COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY
SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) A RURAL ELECTRIC OR TELEPHONE COOPERATIVE
DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE
CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS
RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL
FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
Certificate No. ____ Adjustable Pass-Through Rate
Class 1-A-R Senior
Date of Pooling and Servicing Agreement: March 27, 2007 Initial Class Certificate Balance of this Certificate
as of the Cut-off Date:
Cut-off Date: $100.00
March 1, 2007
Initial Certificate Balance of this Certificate as of
First Distribution Date: the Cut-off Date:
April 20, 2007 $____________________
Master Servicer: CUSIP: [92977T]_____
U.S. U.S. Bank National Association
Assumed Final Distribution Date:
March 20, 2037
WACHOVIA MORTGAGE LOAN TRUST, LLC SERIES 2007-A TRUST
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-A
evidencing a percentage interest in the distributions allocable to the Class 1-A-R Certificates
with respect to a Trust consisting primarily of a pool of adjustable interest rate mortgage
loans secured by first liens on one-to-four family residential properties and sold by WACHOVIA
MORTGAGE LOAN TRUST, LLC
This Certificate is payable solely from the assets of the Trust, and does not represent an
obligation of or interest in Wachovia Mortgage Loan Trust, LLC ("WMLT"), the Master Servicer, the Servicers, the
Certificate Administrator or the Trustee referred to below or any of their affiliates or any other person.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity
or by WMLT, the Master Servicer, the Servicers, the Certificate Administrator or the Trustee or any of their
affiliates or any other person. None of WMLT, the Servicers, the Master Servicer, the Certificate Administrator
or any of their affiliates will have any obligation with respect to any certificate or other obligation secured
by or payable from payments on the Certificates.
This certifies that __________________________ is the registered owner of the Percentage
Interest evidenced hereby in the Certificates of the same Class as this Certificate, which Certificates evidence
a beneficial interest in a trust (the "Trust") primarily consisting of conventional adjustable rate mortgage
loans secured by first liens on one- to four- family residential properties (collectively, the "Mortgage Loans")
sold by WMLT. The Mortgage Loans were sold by Wachovia Bank, National Association ("WBNA") to WMLT. U.S. Bank
National Association ("U.S. Bank") will act as master servicer of the Mortgage Loans (the "Master Servicer,"
which term includes any successors thereto under the Agreement referred to below) and certificate administrator
(the "Certificate Administrator," which term includes any successors thereto under the Agreement referred to
below). National City Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and Xxxxx Fargo Bank,
N.A. will act as servicers of the Mortgage Loans (the "Servicers," which term includes any successors thereto
under the Agreement referred to below). The Trust was created pursuant to the Pooling and Servicing Agreement
dated as of March 27, 2007 (the "Agreement"), among WMLT, as depositor, U.S. Bank, as master servicer and
certificate administrator, National City Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and
Xxxxx Fargo Bank, N.A., each as servicers, and HSBC Bank USA, National Association, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions
set forth in the Agreement to the effect that (i) each person holding or acquiring any ownership interest in this
Certificate must be a U.S. Person and a Permitted Transferee, (ii) the transfer of any ownership interest in this
Certificate will be conditioned upon the delivery to the Certificate Administrator of, among other things, an
affidavit to the effect that it is a U.S. Person and Permitted Transferee, (iii) any attempted or purported
transfer of any ownership interest in this Certificate in violation of such restrictions will be absolutely null
and void and will vest no rights in the purported transferee, and (iv) if any person other than a U.S. Person and
a Permitted Transferee acquires any ownership interest in this Certificate in violation of such restrictions,
then the Seller will have the right, in its sole discretion and without notice to the Holder of this Certificate,
to sell this Certificate to a purchaser selected by the Seller, which purchaser may be the Seller, or any
affiliate of the Seller, on such terms and conditions as the Seller may choose.
The Certificate Administrator will distribute on the 20th day of each month, or, if such 20th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the
close of business on the Record Date, an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amounts required to be distributed to the Holders of Certificates of the same Class as this
Certificate. The Assumed Final Distribution Date is the Distribution Date immediately following the latest
scheduled maturity date of any Mortgage Loan.
Distributions on this Certificate will be made by the Certificate Administrator by wire
transfer to the account at a bank or other depository institution having appropriate wire transfer facilities
specified in writing by such Certificateholder to the Certificate Administrator or, if no such prior written wire
transfer instruction has been provided to the Certificate Administrator, by check mailed to such
Certificateholder entitled to receive a distribution on such Distribution Date at the address appearing in the
Certificate Register, by wire transfer, or by such other means of payment as such Certificateholder and the
Certificate Administrator shall agree upon. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the party named in the Agreement or the Certificate Administrator, as described
in the Agreement, of the pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Certificate Administrator for that purpose and designated in
such notice.
No transfer of this Class 1-A-R Certificate will be made unless the Trustee and the Certificate
Administrator have received a representation letter stating that the transferee is not acquiring directly or
indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement that is subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and/or Section 4975 of the Code
(a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on
the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire beneficial
ownership interest in the Trust formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely
to the Trust for payment hereunder and that neither the Certificate Administrator nor the Trustee is liable to
the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the
Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby,
and the rights, duties and immunities of the Certificate Administrator.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the
modification of the rights and obligations of the Depositor, the Master Servicer, the Servicers, the Certificate
Administrator and the Trustee and the rights of the Certificateholders under the Agreement from time to time by
the Depositor, the Master Servicer, the Servicers, the Certificate Administrator and the Trustee with the consent
of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate
issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer
of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the offices or agencies maintained by the Certificate Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Certificate Administrator duly executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate
Percentage Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes
and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class
and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer,
but the Certificate Administrator may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. The Depositor, the Servicers, the Trustee, the Master Servicer, the
Certificate Administrator, the Certificate Registrar and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the
Servicers, the Trustee, the Master Servicer, the Certificate Administrator, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust created thereby (other than the
obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall
terminate upon the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in the Trust or the disposition of all REO Property or (ii) the optional
repurchase by the party named in the Agreement of all the Mortgage Loans and other assets of the Trust in
accordance with the terms of the Agreement. Such optional repurchase may be made only if the Pool Stated
Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 5% of the Cut-off Date
Pool Principal Balance. The exercise of such right will effect the early retirement of the Certificates. In no
event, however, will the Trust created by the Agreement continue beyond the expiration of 21 years after the
death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Certificate
Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or
be valid for any purpose.
IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly
executed.
Dated: March 27, 2007 U.S. BANK NATIONAL ASSOCIATION
not in its individual capacity but solely as
Certificate Administrator
By:__________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class 1-A-R Certificates referred to in the within-mentioned Agreement.
U.S. BANK NATIONAL ASSOCIATION not in its
individual capacity but solely as Certificate
Administrator
By:__________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or,
if mailed by check, to ______________________________. Applicable statements should be mailed to
_____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT B
FORM OF CLASS B-1, CLASS B-2 AND CLASS B-3 CERTIFICATES
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A [CLASS B-1][CLASS B-2]
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A
"REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON
AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE
OF THE CERTIFICATES, THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE
ADMINISTRATOR NAMED HEREIN
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY TO THE CERTIFICATE ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS B-[1][2][3] CERTIFICATE OR ANY INTEREST THEREIN SHALL BE
DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST THEREIN, THAT
EITHER (I) IT IS NOT ACQUIRING SUCH CERTIFICATE WITH "PLAN ASSETS" OF A PLAN, (II) IT HAS ACQUIRED AND IS HOLDING
SUCH CERTIFICATE IN RELIANCE ON PROHIBITED TRANSACTION CLASS EXEMPTION 2002-41 (THE "EXEMPTION"), AND THAT (1) IT
UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE EXEMPTION, INCLUDING THAT SUCH
CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY FITCH, S&P OR XXXXX'X AT THE TIME OF PURCHASE AND (2)
IT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A)(1) OF REGULATION D OF THE SECURITIES ACT OF 1933, AS
AMENDED OR (III) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE CERTIFICATE
OR INTEREST THEREIN IS AN "INSURANCE COMPANY GENERAL ACCOUNT," AS SUCH TERM IS DEFINED IN PROHIBITED CLASS
EXEMPTION ("PTCE") 95-60, AND (3) THE CONDITIONS IN SECTIONS I AND II OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No. _____ Adjustable Pass-Through Rate
Class B-[1][2][3] Subordinate
Date of Pooling and Servicing Agreement: March 27, 2007
Initial Class Certificate Balance of this Certificate
Cut-off Date: as of the Cut-off Date:
March 1, 2007 $____________________
First Distribution Date: Initial Certificate Balance of this Certificate as of
April 20, 2007 the Cut-off Date:
$____________________
Master Servicer: CUSIP: [92977T]_____
U.S. U.S. Bank National Association
Assumed Final Distribution Date:
March 20, 2037
WACHOVIA MORTGAGE LOAN TRUST, LLC SERIES 2007-A TRUST
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-A
evidencing a percentage interest in the distributions allocable to the Class B-[1][2][3]
Certificates with respect to a Trust consisting primarily of a pool of adjustable interest
rate mortgage loans secured by first liens on one-to-four family residential properties and
sold by WACHOVIA MORTGAGE LOAN TRUST, LLC.
This Certificate is payable solely from the assets of the Trust, and does not represent an
obligation of or interest in Wachovia Mortgage Loan Trust, LLC ("WMLT"), the Master Servicer, the Servicers, the
Certificate Administrator or the Trustee referred to below or any of their affiliates or any other person.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity
or by WMLT, the Master Servicer, the Servicers, the Certificate Administrator or the Trustee or any of their
affiliates or any other person. None of WMLT, the Master Servicer, the Servicers, the Certificate Administrator
or any of their affiliates will have any obligation with respect to any certificate or other obligation secured
by or payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced
hereby in the Certificates of the same Class as this Certificate, which Certificates evidence a beneficial
interest in a trust (the "Trust") primarily consisting of conventional adjustable rate mortgage loans secured by
first liens on one- to four- family residential properties (collectively, the "Mortgage Loans") sold by WMLT. The
Mortgage Loans were sold by Wachovia Bank, National Association ("WBNA") to WMLT. U.S. Bank National Association
("U.S. Bank") will act as master servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below) and certificate administrator (the "Certificate
Administrator," which term includes any successors thereto under the Agreement referred to below). National City
Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and Xxxxx Fargo Bank, N.A. will act as
servicers of the Mortgage Loans (the "Servicers," which term includes any successors thereto under the Agreement
referred to below). The Trust was created pursuant to the Pooling and Servicing Agreement dated as of March 27,
2007 (the "Agreement"), among WMLT, as depositor (the "Seller"), U.S. Bank, as master servicer and certificate
administrator, National City Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and Xxxxx Fargo
Bank, N.A., each as servicers, and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the one-month period ending on the last day of
the month preceding the month in which such Distribution Date (as hereinafter defined) occurs on the Certificate
Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the Agreement. The Certificate
Administrator will distribute on the 20th day of each month, or, if such 20th day is not a Business Day, the
immediately following Business Day (each, a "Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at the close of business on the
related Record Date, an amount equal to the product of the Percentage Interest evidenced by this Certificate and
the amount of interest and principal, if any, required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the
Class Certificate Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Certificate Administrator by wire
transfer to the account at a bank or other depository institution having appropriate wire transfer facilities
specified in writing by such Certificateholder to the Certificate Administrator or, if no such prior written wire
transfer instruction has been provided to the Certificate Administrator, by check mailed to such
Certificateholder entitled to receive a distribution on such Distribution Date at the address appearing in the
Certificate Register, by wire transfer, or by such other means of payment as such Certificateholder and the
Certificate Administrator shall agree upon. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the party named in the Agreement or the Certificate Administrator, as described
in the Agreement, of the pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Certificate Administrator for that purpose and designated in
such notice. The initial Certificate Balance of this Certificate is set forth above. The Certificate Balance
hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized Losses
allocated hereto.
Each beneficial owner of a Class B-[1][2][3] Certificate or any interest therein shall be
deemed to have represented, by virtue of its acquisition or holding of that Certificate or interest therein, that
either (i) it is not acquiring such Certificate with "plan assets" of a Plan, (ii) it has acquired and is holding
such Certificate in reliance on Prohibited Transaction Class Exemption 2002-41 (the "Exemption"), and that (1) it
understands that there are certain conditions to the availability of the Exemption, including that such
Certificate is rated at least "BBB-" or its equivalent by Fitch, S&P or Xxxxx'x at the time of purchase and (2)
it is an "accredited investor" as defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the Certificate
or interest therein is an "insurance company general account," as such term is defined in Prohibited Class
Exemption ("PTCE") 95-60, and (3) the conditions in Sections I and II of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on
the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire beneficial
ownership interest in the Trust formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely
to the Trust for payment hereunder and that neither the Certificate Administrator nor the Trustee is liable to
the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the
Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby,
and the rights, duties and immunities of the Certificate Administrator.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the
modification of the rights and obligations of the Depositor, the Master Servicer, the Servicers, the Certificate
Administrator and the Trustee and the rights of the Certificateholders under the Agreement from time to time by
the Depositor, the Master Servicer, the Servicers, the Certificate Administrator and the Trustee, with the
consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage
Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Agreement also permits the amendment thereof in certain limited circumstances, without
the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer
of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the offices or agencies maintained by the Certificate Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Certificate Administrator duly executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate
Percentage Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes
and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class
and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer,
but the Certificate Administrator may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. The Depositor, the Servicers, the Trustee, the Master Servicer, the
Certificate Administrator, the Certificate Registrar and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the
Servicers, the Trustee, the Master Servicer, the Certificate Administrator, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust created thereby (other than the
obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall
terminate upon the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in the Trust or the disposition of all REO Property or (ii) the optional
repurchase by the party named in the Agreement of all the Mortgage Loans and other assets of the Trust in
accordance with the terms of the Agreement. Such optional repurchase may be made only if the Pool Stated
Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 5% of the Cut-off Date
Pool Principal Balance. The exercise of such right will effect the early retirement of the Certificates. In no
event, however, will the Trust created by the Agreement continue beyond the expiration of 21 years after the
death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Certificate
Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or
be valid for any purpose.
IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly
executed.
Dated: March 27, 2007 U.S. BANK NATIONAL ASSOCIATION
not in its individual capacity but solely as
Certificate Administrator
By:___________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-[1][2][3] Certificates referred to in the within-mentioned Agreement.
U.S. BANK NATIONAL ASSOCIATION
not in its individual capacity but solely as
Certificate Administrator
By:___________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or,
if mailed by check, to ______________________________. Applicable statements should be mailed to
_____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT C
FORM OF CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATES
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1, CLASS B-2 AND
CLASS B-3 [CLASS B-4] [CLASS B-5] CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A
"REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON
AND ANY REALIZED LOSSES ALLOCATED HERETO. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING
THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS
CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, SUBJECT TO (A) THE RECEIPT BY THE CERTIFICATE ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN
THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE CERTIFICATE ADMINISTRATOR OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE CERTIFICATE ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
BY A PERSON USING "PLAN ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE TRUSTEE AND CERTIFICATE
ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE, THE SERVICERS, THE MASTER SERVICER AND
THE CERTIFICATE ADMINISTRATOR UPON WHICH THEY MAY RELY THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER
LOCAL LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA,
SECTION 4975 OF THE CODE OR LAW SUBSTANTIALLY SIMILAR TO THE FOREGOING SECTIONS OF ERISA AND THE CODE, AND WILL
NOT SUBJECT THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICER OR THE SERVICERS TO ANY OBLIGATION OR
LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN
EXPENSE OF THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICER OR THE SERVICERS.
Certificate No. _____ Adjustable Pass-Through Rate
Class B-[4][5][6] Subordinate
Date of Pooling and Servicing Agreement: March 27, 2007
Initial Class Certificate Balance of this Certificate
Cut-off Date: as of the Cut-off Date:
March 1, 2007 $____________________
First Distribution Date: Initial Certificate Balance of this Certificate as of
April 20, 2007 the Cut-off Date:
$____________________
Master Servicer: CUSIP: [92977T]_____
U.S. U.S. Bank National Association
Assumed Final Distribution Date:
March 20, 2037
WACHOVIA MORTGAGE LOAN TRUST, LLC SERIES 2007-A TRUST
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-A
evidencing a percentage interest in the distributions allocable to the Class B-[4][5][6]
Certificates with respect to a Trust consisting primarily of a pool of adjustable interest
rate mortgage loans secured by first liens on one-to-four family residential properties and
sold by WACHOVIA MORTGAGE LOAN TRUST, LLC.
This Certificate is payable solely from the assets of the Trust, and does not represent an
obligation of or interest in Wachovia Mortgage Loan Trust, LLC ("WMLT"), the Master Servicer, the Servicers, the
Certificate Administrator or the Trustee referred to below or any of their affiliates or any other person.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity
or by WMLT, the Master Servicer, the Servicers, the Certificate Administrator or the Trustee or any of their
affiliates or any other person. None of WMLT, the Master Servicer, the Servicers, the Certificate Administrator
or any of their affiliates will have any obligation with respect to any certificate or other obligation secured
by or payable from payments on the Certificates.
This certifies that _________________________________ is the registered owner of the Percentage
Interest evidenced hereby in the Certificates of the same Class as this Certificate, which Certificates evidence
a beneficial interest in a trust (the "Trust") primarily consisting of conventional adjustable rate mortgage
loans secured by first liens on one- to four- family residential properties (collectively, the "Mortgage Loans")
sold by WMLT. The Mortgage Loans were sold by Wachovia Bank, National Association ("WBNA") to WMLT. U.S. Bank
National Association ("U.S. Bank") will act as master servicer of the Mortgage Loans (the "Master Servicer,"
which term includes any successors thereto under the Agreement referred to below) and certificate administrator
(the "Certificate Administrator," which term includes any successors thereto under the Agreement referred to
below). National City Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and Xxxxx Fargo Bank,
N.A. will act as servicers of the Mortgage Loans (the "Servicers," which term includes any successors thereto
under the Agreement referred to below). The Trust was created pursuant to the Pooling and Servicing Agreement
dated as of March 27, 2007 (the "Agreement"), among WMLT, as depositor (the "Seller"), U.S. Bank, as master
servicer and certificate administrator, National City Mortgage Co., Fifth Third Mortgage Company, SunTrust
Mortgage, Inc. and Xxxxx Fargo Bank, N.A., each as servicers, and HSBC Bank USA, National Association, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent
not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is
bound.
The Certificate Administrator will distribute on the 20th day of each month, or, if such 20th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the
close of business on the Record Date, an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount of interest and principal, if any, required to be distributed to the Holders of
Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date
immediately following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on
which the Class Certificate Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Certificate Administrator by wire
transfer to the account at a bank or other depository institution having appropriate wire transfer facilities
specified in writing by such Certificateholder to the Certificate Administrator or, if no such prior written wire
transfer instruction has been provided to the Certificate Administrator, by check mailed to such
Certificateholder entitled to receive a distribution on such Distribution Date at the address appearing in the
Certificate Register, by wire transfer, or by such other means of payment as such Certificateholder and the
Certificate Administrator shall agree upon. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the party named in the Agreement or the Certificate Administrator, as described
in the Agreement, of the pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Certificate Administrator for that purpose and designated in
such notice. The initial Certificate Balance of this Certificate is set forth above. The Certificate Balance
hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized Losses
allocated hereto.
No transfer of this Certificate shall be made unless the transfer is made pursuant to an
effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer of this Certificate is to be made
without registration or qualification, the Trustee shall require receipt of (i) written certifications from the
Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement and (ii) if requested by the Certificate Administrator, an
Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification
(which Opinion of Counsel shall not be an expense of the Trust or of the Depositor, the Trustee, the Certificate
Administrator or the Servicers in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Depositor, the Certificate
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on the face
hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring
to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Certificate
Administrator, the Seller, the Seller and the Servicers against any liability that may result if the transfer is
not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Class B-[4][5][6] Certificate will be made unless the Trustee and the
Certificate Administrator have received either (i) opinion of counsel for the benefit of the Trustee, Servicers
and the Certificate Administrator and which they may rely which is satisfactory to the Certificate Administrator
that the purchase of this certificate is permissible under local law, will not constitute or result in a
non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended (the "Code") and will not subject
the Servicers, the Trustee or the Certificate Administrator to any obligation or liability in addition to those
undertaken in the Agreement or (ii) a representation letter stating that the transferee is not acquiring directly
or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement that is subject to
Title I of ERISA, and/or Section 4975 of the Code (a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on
the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire beneficial
ownership interest in the Trust formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely
to the Trust for payment hereunder and that neither the Certificate Administrator nor the Trustee is liable to
the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the
Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby,
and the rights, duties and immunities of the Certificate Administrator.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the
modification of the rights and obligations of the Depositor, the Master Servicer, the Servicers, the Certificate
Administrator and the Trustee and the rights of the Certificateholders under the Agreement from time to time by
the Depositor, the Master Servicer, the Servicers, the Certificate Administrator and the Trustee with the consent
of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate
issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer
of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the offices or agencies maintained by the Certificate Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Certificate Administrator duly executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate
Percentage Interest will be issued to the designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the Classes
and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class
and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer,
but the Certificate Administrator may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. The Depositor, the Servicers, the Trustee, the Master Servicer, the
Certificate Administrator, the Certificate Registrar and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the
Servicers, the Trustee, the Master Servicer, the Certificate Administrator, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust created thereby (other than the
obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall
terminate upon the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in the Trust or the disposition of all REO Property or (ii) the optional
repurchase by the party named in the Agreement of all the Mortgage Loans and other assets of the Trust in
accordance with the terms of the Agreement. Such optional repurchase may be made only if the Pool Stated
Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 5% of the Cut-off Date
Pool Principal Balance. The exercise of such right will effect the early retirement of the Certificates. In no
event, however, will the Trust created by the Agreement continue beyond the expiration of 21 years after the
death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Certificate
Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or
be valid for any purpose.
IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly
executed.
Dated: March 27, 2007 U.S. BANK NATIONAL ASSOCIATION
not in its individual capacity but solely as
Certificate Administrator
By:__________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-[4][5][6] Certificates referred to in the within-mentioned Agreement.
U.S. BANK NATIONAL ASSOCIATION
not in its individual capacity but solely as
Certificate Administrator
By:__________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or,
if mailed by check, to ______________________________. Applicable statements should be mailed to
_____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT D-1
MORTGAGE LOAN SCHEDULE (LOAN GROUP 1)
EXHIBIT D-2
MORTGAGE LOAN SCHEDULE (LOAN GROUP 2)
EXHIBIT D-3
MORTGAGE LOAN SCHEDULE (LOAN GROUP 3)
EXHIBIT D-4
MORTGAGE LOAN SCHEDULE (LOAN GROUP 4)
EXHIBIT E
FORM OF REQUEST FOR RELEASE OF DOCUMENTS
To: U.S. Bank National Association
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xx. Xxxx, XX 00000
Attn: Document Custody Services / WMLT 2007-A
Re: Pooling and Servicing Agreement, dated as of March 27, 2007, among Wachovia Mortgage Loan Trust, LLC, as
depositor, U.S. Bank National Association, as master servicer and certificate administrator, National
City Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and Xxxxx Fargo Bank, N.A., as
servicers, and HSBC Bank USA, National Association, as trustee, issuing Wachovia Mortgage Loan Trust,
LLC Mortgage Pass-Through Certificates Series 2007-A
In connection with the administration of the Mortgage Loans held by you pursuant to the above-captioned
Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File for
the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one):
_____ 1. Mortgage Paid in Full and proceeds have been deposited into the Servicer Custodial
Account
_____ 2. Foreclosure
_____ 3. Substitution
_____ 4. Repurchase
_____ 5. Other (Describe)
Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing
Agreement.
________________________________
[Name of Servicer]
By:_____________________________
Name:
Title:
EXHIBIT F
FORM OF CERTIFICATION OF ESTABLISHMENT OF ACCOUNT
[Date]
_______________ hereby certifies that it has established a Servicer Custodial
Account pursuant to Section 3.08(e) of the Pooling and Servicing Agreement, dated March 27, 2007, among Wachovia
Mortgage Loan Trust, LLC, as depositor, U.S. Bank National Association, as master servicer and certificate
administrator, National City Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and Xxxxx Fargo
Bank, N.A., as servicers, and HSBC Bank USA, National Association, as trustee.
_______________________________
[Name of Servicer]
By: ________________________________
Name:
Title:
EXHIBIT G-1
FORM OF TRANSFEROR'S CERTIFICATE
[Date]
U.S. Bank National Association
00 Xxxxxxxxxx Xxx.
XX-XX-XX0X
Xx. Xxxx, XX 00000
Attn: Transfer Unit / WMLT 2007-A
Re: Wachovia Mortgage Loan Trust, LLC Mortgage Pass-Through Certificates, Series 2007-A, Class ______
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by ______________ (the "Transferor") to
______________ (the "Transferee") of the captioned Certificates (the "Transferred Certificates"), pursuant to
Section 6.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated March 27,
2007, among Wachovia Mortgage Loan Trust, LLC, as depositor, U.S. Bank National Association, as master servicer
and certificate administrator, National City Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage, Inc.
and Xxxxx Fargo Bank, N.A., as servicers, and HSBC Bank USA, National Association, as trustee. All capitalized
terms used herein and not otherwise defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate
Administrator, that:
1. The Transferor is the lawful owner of the Transferred Certificates with the full right to
transfer such Certificates free from any and all claims and encumbrances whatsoever.
2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged,
sold or otherwise disposed of any Transferred Certificate, any interest in a Transferred Certificate or any other
similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or
other disposition of any Transferred Certificate, any interest in a Transferred Certificate or any other similar
security from any person in any manner, (c) otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar security with any person in any
manner, (d) made any general solicitation with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security by means of general advertising or in any other manner, or
(e) taken any other action with respect to any Transferred Certificate, any interest in a Transferred Certificate
or any other similar security, which (in the case of any of the acts described in clauses (a) through (e) hereof)
would constitute a distribution of the Transferred Certificates under the Securities Act of 1933, as amended (the
"1933 Act"), would render the disposition of the Transferred Certificates a violation of Section 5 of the 1933
Act or any state securities laws, or would require registration or qualification of the Transferred Certificates
pursuant to the 1933 Act or any state securities laws.
Very truly yours,
________________________________________
(Transferor)
By:_____________________________________
Name:
Title:
EXHIBIT G-2A
FORM 1 OF TRANSFEREE'S CERTIFICATE
______________,200___
U.S. Bank National Association,
as Certificate Administrator
00 Xxxxxxxxxx Xxx.
XX-XX-XX0X
Xx. Xxxx, XX 00000
Attn: Transfer Unit / WMLT 2007-A
Re: Wachovia Mortgage Loan Trust, LLC Series 2007-A
Mortgage Pass-Through Certificates, Series 2007-A, Class _____
Ladies and Gentlemen:
______________ (the "Purchaser") intends to purchase from ______________ (the "Seller") $_________
initial Class Balance of Mortgage Pass-Through Certificates, Series 2007-A, Class _____ (the "Certificates"),
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March
27, 2007 among Wachovia Mortgage Loan Trust, LLC, as Depositor (the "Depositor"), U.S. Bank National Association,
as master servicer and certificate administrator, National City Mortgage Co., Fifth Third Mortgage Company,
SunTrust Mortgage, Inc. and Xxxxx Fargo Bank, N.A., as servicers (each, a "Servicer") and HSBC Bank USA, National
Association, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings
set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to,
and covenants with, the Seller and the Certificate Administrator that:
1. The Purchaser understands that (a) the Certificates have not been and will not be
registered or qualified under the Securities Act of 1933, as amended (the "Act") or any state securities
law, (b) the Seller is not required to so register or qualify the Certificates, (c) the Certificates may
be resold only if registered and qualified pursuant to the provisions of the Act or any state securities
law, or if an exemption from such registration and qualification is available, (d) the Pooling and
Servicing Agreement contains restrictions regarding the transfer of the Certificates and (e) the
Certificates will bear a legend to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own account for investment only
and not with a view to or for sale in connection with any distribution thereof in any manner that would
violate the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated institutional investor having such
knowledge and experience in financial and business matters, and, in particular, in such matters related
to securities similar to the Certificates, such that it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the economic risks of such an investment and (c) an
"accredited investor" within the meaning of Rule 501 (a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an opportunity to review (a) a copy
of the Pooling and Servicing Agreement and (b) such other information concerning the Certificates, the
Mortgage Loans and the Seller as has been requested by the Purchaser from the Seller or the Seller and
is relevant to the Purchaser's decision to purchase the Certificates. The Purchaser has had any
questions arising from such review answered by the Seller or the Seller to the satisfaction of the
Purchaser.
5. The Purchaser has not and will not nor has it authorized or will it authorize any
person to (a) offer, pledge, sell, dispose of or otherwise transfer any Certificate, any interest in any
Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or
to accept a pledge, disposition of other transfer of any Certificate, any interest in any Certificate or
any other similar security from any person in any manner, (c) otherwise approach or negotiate with
respect to any Certificate, any interest in any Certificate or any other similar security with any
person in any manner, (d) make any general solicitation by means of general advertising or in any other
manner or (e) take any other action, that (as to any of (a) through (e) above) would constitute a
distribution of any Certificate under the Act, that would render the disposition of any Certificate a
violation of Section 5 of the Act or any state securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or otherwise transfer any of the
Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement.
6. The Purchaser is (i) not acquiring the Certificate directly or indirectly for, on
behalf of, or with "plan assets" of an employee benefit plan or other retirement arrangement which is
subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975
of the Internal Revenue Code of 1986, as amended, or (ii) has provided the opinion of counsel specified
in Section 5.07(a) of the Pooling and Servicing Agreement.
In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the
Depositor, the Certificate Administrator, the Servicers and the Trustee that the Purchaser will not transfer such
Certificates to any Plan or person unless such Plan or person meets the requirements set forth in either 6(a) or
(b) above.
Very truly yours,
[PURCHASER]
By:____________________________________
Name:
Title:
EXHIBIT G-2B
FORM 2 OF TRANSFEREE'S CERTIFICATE
Description of Rule 144A Securities, including numbers:
_______________________________________________________
_______________________________________________________
_______________________________________________________
_______________________________________________________
Ladies and Gentlemen:
The undersigned buyer, ______________ (the "Buyer"), intends to purchase from the undersigned seller,
______________ (the "Seller"), $_________ initial Class Balance of the Rule 144A Securities described above and
issued pursuant to the Pooling and Servicing Agreement (the "Agreement"), dated as of March 27, 2007 among
Wachovia Mortgage Loan Trust, LLC, as depositor (the "Depositor"), U.S. Bank National Association, as master
servicer and certificate administrator, National City Mortgage Co., Fifth Third Mortgage Company, SunTrust
Mortgage, Inc. and Xxxxx Fargo Bank, N.A., as servicers (each, a "Servicer") and HSBC Bank USA, National
Association, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings
set forth in the Agreement.
1. In connection with such transfer and in accordance with the agreements pursuant to
which the Rule 144A Securities were issued, the Seller hereby certifies the following facts: Neither
the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed
of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to,
or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise
approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933, as amended
(the "1933 Act"), or that would render the disposition of the Rule 144A Securities a violation of
Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered
the Rule 144A Securities to any person other than the Buyer or another "qualified institutional buyer"
as defined in Rule 144A under the 0000 Xxx.
2. The Buyer warrants and represents to, and covenants with, the Depositor, the Trustee
and the Certificate Administrator as follows:
(a) The Buyer understands that the Rule 144A Securities have not been registered
under the 1933 Act or the securities laws of any state.
(b) The Buyer considers itself a substantial, sophisticated institutional investor
having such knowledge and experience in financial and business matters that it is capable of evaluating
the merits and risks of investment in the Rule 144A Securities.
(c) The Buyer has been furnished with all information regarding the Rule 144A
Securities that it has requested from the Depositor, the Trustee or the Certificate Administrator.
(d) Neither the Buyer nor anyone acting on its behalf has offered, transferred,
pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities,
any interest in the Rule 144A Securities or any other similar security with, any person in any manner,
or made any general solicitation by means of general advertising or in any other manner, or taken any
other action, that would constitute a distribution of the Rule 144A Securities under the 1933 Act or
that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act
or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize
any person to act, in such manner with respect to the Rule 144A Securities.
(e) The Buyer is a "qualified institutional buyer" as that term is defined in Rule
144A under the 1933 Act and has completed the form of certification to that effect attached hereto as
Annex 1. The Buyer is aware that the sale to it is being made in reliance on Rule 144A. The Buyer is
acquiring the Rule 144A Securities for its own account or the accounts of other qualified institutional
buyers, understands that such Rule 144A Securities may be resold, pledged or transferred only (i) to a
person reasonably believed to be a qualified institutional buyer that purchases for its own account or
for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration
under the 1933 Act.
3. The Buyer is (i) not acquiring the Certificate directly or indirectly for, on behalf
of, or with "plan assets" of an employee benefit plan or other retirement arrangement which is subject
to Title I of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the
Internal Revenue Code of 1986, as amended, or (ii) has provided the opinion of counsel specified in
Section 5.07(a) of the Agreement.
4. This document may be executed in one or more counterparts and by the different parties
hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original;
such counterparts, together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document as of the date set forth below.
________________________________________ _______________________________________________
Print Name of Seller Print Name of Buyer
By:_____________________________________ By:____________________________________________
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No._____________________________________ No:____________________________________________
Date:___________________________________ Date:__________________________________________
ANNEX 1
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A Investment
Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior
Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified institutional
buyer" as that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because (i) the Buyer
owned and/or invested on a discretionary basis $ in securities
(except for the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such
amount being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category
marked below.
-- Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association
or similar institution), Massachusetts or similar business trust, partnership, or charitable
organization described in Section 501(c)(3) of the Internal Revenue Code.
-- Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any
State, territory or the District of Columbia, the business of which is substantially confined
to banking and is supervised by the State or territorial banking commission or similar official
or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements, a copy of which is
attached hereto.
-- Savings and Loan. The Buyer (a) is a savings and loan association, building and loan
association, cooperative bank, homestead association or similar institution, which is
supervised and examined by a State or Federal authority having supervision over any such
institutions or is a foreign savings and loan association or equivalent institution and (b) has
an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial
statements.
-- Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934.
-- Insurance Company. The Buyer is an insurance company whose primary and predominant business
activity is the writing of insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the District of Columbia.
-- State or Local Plan. The Buyer is a plan established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or its political subdivisions, for
the benefit of its employees.
-- ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974.
-- Investment Adviser. The Buyer is an investment adviser registered under the Investment
Advisers Act of 1940.
-- SBIC. The Buyer is a Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.
-- Business Development Company. The Buyer is a business development company as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940.
-- Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust company and whose
participants are exclusively (a) plans established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or its political subdivisions, for
the benefit of its employees, or (b) employee benefit plans within the meaning of Title I of
the Employee Retirement Income Security Act of 1974, but is not a trust fund that includes as
participants individual retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities of issuers that
are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the
Buyer, if the Buyer is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned and/or invested
on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not
include any of the securities referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the Buyer, but only if such
subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with generally
accepted accounting principles and if the investments of such subsidiaries are managed under the Buyer's
direction. However, such securities were not included if the Buyer is a majority-owned, consolidated subsidiary
of another enterprise and the Buyer is not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and understands that the
seller to it and other parties related to the Certificates are relying and will continue to rely on the
statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A.
____ _____ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees that, in connection
with any purchase of securities sold to the Buyer for the account of a third party (including any separate
account) in reliance on Rule 144A, the Buyer will only purchase for the account of a third party that at the time
is a "qualified institutional buyer" within the meaning of Rule 144A. In addition, the Buyer agrees that the
Buyer will not purchase securities for a third party unless the Buyer has obtained a current representation
letter from such third party or taken other appropriate steps contemplated by Rule 144A to conclude that such
third party independently meets the definition of "qualified institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given, the Buyer's purchase of Rule 144A
Securities will constitute a reaffirmation of this certification as of the date of such purchase.
_____________________________________________________
Print Name of Buyer
By:__________________________________________________
Name:
Title:
Date:________________________________________________
EXHIBIT H
FORM OF TRANSFEREE REPRESENTATION LETTER FOR ERISA RESTRICTED
CERTIFICATES
U.S. Bank National Association
00 Xxxxxxxxxx Xxx.
XX-XX-XX0X
Xx. Xxxx, XX 00000
Attn: Transfer Unit / WMLT 2007-A
Re: Wachovia Mortgage Loan Trust, LLC Mortgage Pass-Through Certificates, Series 2007-A, Class _____
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by _______________ (the "Transferor") to
_________________________ (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated March 27, 2007, among Wachovia Mortgage Loan Trust, LLC, as
depositor, U.S. Bank National Association, as master servicer and certificate administrator, National City
Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and Xxxxx Fargo Bank, N.A., as servicers, and
HSBC Bank USA, National Association, as trustee. All capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as Certificate Administrator, that it is
not, and is not acting on behalf of, an employee benefit plan or arrangement, including an individual retirement
account, subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the
Internal Revenue Code of 1986, as amended (the "Code"), or any federal, state or local law which is similar to
Section 406 of ERISA or the Code ("Similar Law") (collectively, a "Plan"), and it is not using the assets of any
such Plan to effect the purchase of the Transferred Certificates.
Capitalized terms used in and not otherwise defined herein shall have the meaning assigned to them in the
Pooling and Servicing Agreement.
Very truly yours,
_________________________________________
(Transferee)
By:______________________________________
Name:____________________________________
Title:_____________________________________
Date:_____________________________________
EXHIBIT I-1
FORM OF AFFIDAVIT REGARDING TRANSFER OF RESIDUAL CERTIFICATES
STATE OF __________________ )
) ss.:
COUNTY OF _________________ )
______________________________, being first duly sworn, deposes and says:
1. That (s)he is a(n) ___________________________________ of
______________________________________ (record or beneficial owner (the "Owner") of a ____% Percentage Interest
of the Wachovia Mortgage Loan Trust, LLC Mortgage Pass-Through Certificates, Series 2007-A, Class 1-A-R
Certificates (the "Class 1-A-R Certificates")), a __________________________ duly organized and existing under
the laws of _____________________________ on behalf of which (s)he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified organization" or an electing
large partnership as of [Closing Date][date of purchase] within the meaning of Sections 860E(e)(5) and 775,
respectively, of the Internal Revenue Code of 1986, as amended (the "Code") or an electing large partnership
under Section 775(a) of the Code, (ii) will endeavor to remain other than a disqualified organization for so long
as it retains its ownership interest in the Class 1-A-R Certificates, and (iii) is acquiring the Class 1-A-R
Certificates for its own account or for the account of another Owner from which it has received an affidavit and
agreement in substantially the same form as this affidavit and agreement. (For this purpose, a "disqualified
organization" means an electing large partnership under Section 775 of the Code, the United States, any state or
political subdivision thereof, any agency or instrumentality of any of the foregoing (other than an
instrumentality all of the activities of which are subject to tax and, except for the Federal Home Loan Mortgage
Corporation, a majority of whose board of directors is not selected by any such governmental entity) or any
foreign government, international organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such organization is subject to the tax on
unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on transfers of Class
1-A-R Certificates to disqualified organizations or electing large partnerships under the Code, that applies to
all transfers of Class 1-A-R Certificates after March 31, 1988; (ii) that such tax would be on the transferor
(or, with respect to transfers to electing large partnerships, on each such partnership), or, if such transfer is
through an agent (which person includes a broker, nominee or middleman) for a disqualified organization, on the
agent; (iii) that the person (other than with respect to transfers to electing large partnerships) otherwise
liable for the tax shall be relieved of liability for the tax if the transferee furnishes to such person an
affidavit that the transferee is not a disqualified organization and, at the time of transfer, such person does
not have actual knowledge that the affidavit is false; and (iv) that the Class 1-A-R Certificates may be
"noneconomic residual interests" within the meaning of Treasury regulations promulgated pursuant to the Code and
that the transferor of a noneconomic residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer was to impede the assessment or
collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity" holding Class
1-A-R Certificates if either the pass-through entity is an electing large partnership under Section 775 of the
Code or if at any time during the taxable year of the pass-through entity a disqualified organization is the
record holder of an interest in such entity. (For this purpose, a "pass through entity" includes a regulated
investment company, a real estate investment trust or common trust fund, a partnership, trust or estate, and
certain cooperatives.)
5. The Owner is either (i) a citizen or resident of the United States, (ii) a
corporation, partnership or other entity treated as a corporation or a partnership for U.S. federal income tax
purposes and created or organized in or under the laws of the United States, any state thereof or the District of
Columbia (other than a partnership that is not treated as a United States person under any applicable Treasury
regulations), (iii) an estate that is described in Section 7701(a)(30)(D) of the Code, or (iv) a trust that is
described in Section 7701(a)(30)(E) of the Code.
6. The Owner hereby agrees that it will not cause income from the Class 1-A-R
Certificates to be attributable to a foreign permanent establishment or fixed base (within the meaning of an
applicable income tax treaty) of the Owner or another United States taxpayer.
7. That the Owner is aware that the Trustee will not register the transfer of any Class
1-A-R Certificates unless the transferee, or the transferee's agent, delivers to it an affidavit and agreement,
among other things, in substantially the same form as this affidavit and agreement. The Owner expressly agrees
that it will not consummate any such transfer if it knows or believes that any of the representations contained
in such affidavit and agreement are false.
8. That the Owner has reviewed the restrictions set forth on the face of the Class 1-A-R
Certificates and the provisions of Section 6.02(f) of the Pooling and Servicing Agreement under which the Class
1-A-R Certificates were issued. The Owner expressly agrees to be bound by and to comply with such restrictions
and provisions.
9. That the Owner consents to any additional restrictions or arrangements that shall be
deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that the Class 1-A-R
Certificates will only be owned, directly or indirectly, by an Owner that is not a disqualified organization.
10. The Owner's Taxpayer Identification Number is ___________________________________________.
11. This affidavit and agreement relates only to the Class 1-A-R Certificates held by the
Owner and not to any other holder of the Class 1-A-R Certificates. The Owner understands that the liabilities
described herein relate only to the Class 1-A-R Certificates.
12. That no purpose of the Owner relating to the transfer of any of the Class 1-A-R
Certificates by the Owner is or will be to impede the assessment or collection of any tax; in making this
representation, the Owner warrants that the Owner is familiar with (i) Treasury Regulation Section 1.860E-1 (c)
and recent amendments thereto, effective as of August 19, 2002, and (ii) the preamble describing the adoption of
the amendments to such regulation, which is attached hereto as Exhibit 1.
13. That the Owner has no present knowledge or expectation that it will be unable to pay
any United States taxes owed by it so long as any of the Certificates remain outstanding. In this regard, the
Owner hereby represents to and for the benefit of the person from whom it acquired the Class 1-A-R Certificates
that the Owner intends to pay taxes associated with holding such Class 1-A-R Certificates as they become due,
fully understanding that it may incur tax liabilities in excess of any cash flows generated by the Class 1-A-R
Certificates.
14. That the Owner has no present knowledge or expectation that it will become insolvent
or subject to a bankruptcy proceeding for so long as any of the Class 1-A-R Certificates remain outstanding.
15. The Purchaser is not an employee benefit plan or other plan subject to the prohibited
transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or an investment manager, named fiduciary or
a trustee of any such plan, or any other Person acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any such plan.
Capitalized terms used but not defined herein shall have the meanings assigned to them in the
Pooling and Servicing Agreement dated as of March 27, 2007.
IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf, pursuant
to the authority of its Board of Directors, by its _____________________, and its corporate seal to be hereunto
attached, attested by its ______________________, this _____ of _____, 20__.
[NAME OF INVESTOR]
By:_________________________________________
Name:
Title:
[Corporate Seal]
ATTEST:
___________________________________________________
Personally appeared before me the above-named _________________________, known or proved to me
to be the same person who executed the foregoing instrument and to be a(n) _________________________ of the
Owner, and acknowledged to me that (s)he executed the same as his/her free act and deed and the free act and deed
of the Owner.
Subscribed and sworn before me this _____ day of _____, 20__.
________________________________
NOTARY PUBLIC
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE REGARDING TRANSFER OF
RESIDUAL CERTIFICATE
[DATE]
U.S. Bank National Association
as Certificate Administrator
00 Xxxxxxxxxx Xxx.
XX-XX-XX0X
Xx. Xxxx, XX 00000
Attn: Transfer Unit / WMLT 2007-A
Re: Wachovia Mortgage Loan Trust, LLC Mortgage Asset-Backed Pass-Through Certificates,
Series 2007-A, Class 1-A-R Certificate
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by ______________________________ (the
"Seller") to ________________________________ (the "Purchaser") of a ____% Percentage Interest in the Wachovia
Mortgage Loan Trust, LLC Mortgage Asset-Backed Pass-Through Certificates, Series 2007-A, Class 1-A-R Certificates
(the "Certificates"), pursuant to the Pooling and Servicing Agreement, dated as of March 27, 2007 (the "Pooling
and Servicing Agreement"), among Wachovia Mortgage Loan Trust, LLC, as depositor (the "Depositor"), U.S. Bank
National Association, as master servicer and certificate administrator (in its capacity as certificate
administrator, the "Certificate Administrator"), National City Mortgage Co., Fifth Third Mortgage Company,
SunTrust Mortgage, Inc. and Xxxxx Fargo Bank, N.A., as servicers, and HSBC Bank USA, National Association, as
trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Seller hereby certifies, represents and warrants to, and covenants
with, the Trustee that:
1. No purpose of the Seller relating to the transfer of the Certificates by the Seller to
the Purchaser is or will be to impede the assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to the Certificate
Administrator a transfer affidavit and agreement in the form attached to the Pooling and Servicing Agreement as
Exhibit I-1. The Seller does not know or believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a reasonable investigation of the
financial condition of the Purchaser as contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a
result of that investigation, the Seller has determined that the Purchaser has historically paid its debts as
they become due and has found no significant evidence to indicate that the Purchaser will not continue to pay its
debts as they become due in the future. The Seller understands that the transfer of a Certificate may not be
respected for United States income tax purposes (and the Seller may continue to be liable for United States
income taxes associated therewith) unless the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the proposed Transferee is not both a United
States Person and a Permitted Transferee.
Very truly yours,
[NAME OF SELLER]
By:_________________________________________________________
Name:
Title:
EXHIBIT J
[Reserved]
EXHIBIT K
[Reserved]
EXHIBIT L
[Reserved]
EXHIBIT M
FORM OF LOST NOTE AFFIDAVIT
Loan Number ____________
STATE OF ____________________
COUNTY OF __________________
________________________________________, of the lawful age, who declared that he/she is an employee of
________________________________, organized and existing under the laws of the United States of America, being by
me first duly sworn according to law, deposes and says to the best of his/her knowledge and belief that the Note
herein below described was lost and has not been paid, satisfied, assigned, pledged, transferred or hypothecated
in any way;
THAT the unpaid balance is still due and owing on that certain Note dated , which Note was
executed by
,
in the original principal sum of $ .
EXECUTED this ____ day of ,_____.
_____________________________________
By: __________________________________
Name:
Title:
Subscribed and sworn before me this ____ day of _____________________, 20____.
Notary Public in and for the
State of _____________________
EXHIBIT N
FORM OF CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME, THE "AGREEMENT"),
DATED AS OF MARCH 27, 2007, IS BY AND AMONG HSBC BANK USA, NATIONAL ASSOCIATION, AS TRUSTEE (INCLUDING
SUCCESSORS, THE "TRUSTEE"), WACHOVIA MORTGAGE LOAN TRUST, LLC (TOGETHER WITH ANY SUCCESSOR IN INTEREST, THE
"DEPOSITOR"), NATIONAL CITY MORTGAGE CO., FIFTH THIRD MORTGAGE COMPANY, SUNTRUST MORTGAGE, INC. AND XXXXX FARGO
BANK, N.A., AS SERVICERS (TOGETHER WITH ANY SUCCESSOR IN INTEREST OR SUCCESSOR UNDER THE POOLING AND SERVICING
AGREEMENT REFERRED TO BELOW, EACH AS A "SERVICER") AND U.S. BANK NATIONAL ASSOCIATION, AS MASTER SERVICER,
CERTIFICATE ADMINISTRATOR AND CUSTODIAN (TOGETHER WITH ANY SUCCESSOR IN INTEREST OR ANY SUCCESSOR APPOINTED
HEREUNDER, THE "CUSTODIAN").
WITNESSETH THAT:
WHEREAS, the Depositor, U.S. Bank National Association, as master servicer and certificate
administrator, the Servicers and the Trustee have entered into a Pooling and Servicing Agreement, dated as of
March 27, 2007, relating to the issuance of WMLT Mortgage Pass-Through Certificates, Series 2007-A (the "Pooling
and Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee for the purposes of receiving
and holding certain documents and other instruments delivered by the Depositor or the Servicers under the Pooling
and Servicing Agreement upon the terms and conditions and subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
hereinafter set forth, the Trustee, the Depositor, the Servicers and the Custodian hereby agree as follows:
ARTICLE I.
DEFINITIONS
Capitalized terms used in this Agreement and not defined herein shall have the meanings
assigned in the Pooling and Servicing Agreement, unless otherwise required by the context herein.
ARTICLE II.
APPOINTMENT; CUSTODY OF MORTGAGE DOCUMENTS
Section 2.1. Appointment of Custodian.
U.S. Bank National Association is hereby appointed as Custodian pursuant to this Agreement and
the Pooling and Servicing Agreement. U.S. Bank National Association hereby accepts such appointment, and agrees
to perform the duties of the Custodian hereunder and thereunder and to comply with the terms and provisions
hereof and thereof with respect thereto.
Section 2.2. Acceptance of Mortgage Files. The Custodian acknowledges (subject to any
exceptions noted in the Initial Certification referred to in Section 2.4(1)) receipt of the Mortgage Files
relating to the Mortgage Loans identified on the schedule attached hereto (the "Mortgage Loan Schedule") and
declares that it holds and will hold such Mortgage Files as agent of, and for the benefit of, the Trustee.
Section 2.3. Recordation of Assignments. If any Mortgage File includes one or more
assignments of Mortgage to the Trustee in a state in which recordation is specifically required by the Rating
Agencies to obtain the initial ratings for the Certificates pursuant to the provisions of Section 2.01(b) of the
Pooling and Servicing Agreement, each such assignment shall be delivered by the Custodian to the Depositor for
the purpose of recording it in the appropriate public office for real property records, and the Depositor, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate public office for real property
records each such assignment of Mortgage and, upon receipt thereof from such public office, shall return each
such assignment of Mortgage to the Custodian.
Section 2.4. Review of Mortgage Files.
(1) On or prior to the Closing Date, in accordance with Section 2.02 of the Pooling and
Servicing Agreement, the Custodian shall deliver to the Depositor and the Trustee an Initial Certification in the
form of Exhibit O to the Pooling and Servicing Agreement evidencing receipt (subject to any exceptions noted
therein) of a Mortgage File for each Mortgage Loan listed on the Mortgage Loan Schedule.
(2) Within 90 days of the Closing Date, the Custodian shall review, in accordance with the
provisions of Section 2.02 of the Pooling and Servicing Agreement, and shall deliver to the Depositor and the
Trustee a Final Certification in the form annexed as Exhibit P to the Pooling and Servicing Agreement. If, in
the course of such review, the Custodian finds any document described in Section 2.01(b)(i), (ii), (iii), (v) or
(ix)(A), (B), (C), (D), (F) or (G) of the Pooling and Servicing Agreement which does not meet the requirements of
Section 2.01 of the Pooling and Servicing Agreement or is omitted from such Mortgage File, the Custodian shall
promptly so notify the related Servicer and the Depositor. In performing any such review, the Custodian may
conclusively rely on the purported genuineness of any such document and any signature thereon. It is understood
that the scope of the Custodian's review of the Mortgage Files is limited solely to confirming that the documents
listed in Section 2.01(b)(i), (ii), (iii), (v) and (ix)(A), (B), (C), (D), (F) and (G) of the Pooling and
Servicing Agreement have been received and further confirming that any and all documents contained in the
Mortgage File appear on their face to have been executed and relate to the related Mortgage Loan. The Custodian
shall not have any responsibility for determining whether any document is valid and binding, whether the text of
any assignment or endorsement is in proper or recordable form, whether any document has been recorded in
accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in
any applicable jurisdiction.
(3) The Custodian shall retain possession and custody of each Mortgage File in accordance
with and subject to the terms and conditions set forth in the Pooling and Servicing Agreement.
(4) The Custodian shall be under no duty or obligation (i) to inspect, review or examine
any documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or
appropriate for the represented purpose or that they are other than what they purport to be on their face or (ii)
to determine whether any Mortgage File should include any of the documents specified in Sections 2.01(b)(iv),
(vi), (vii) and (viii) and (ix)(E) of the Pooling and Servicing Agreement.
Section 2.5. Notification of Breaches of Representations and Warranties. Upon discovery by
the Custodian of a breach of any representation or warranty as set forth in Section 2.04 of the Pooling and
Servicing Agreement with respect to a Mortgage Loan, the Custodian shall give prompt written notice to the
Depositor, the Servicers and the Trustee.
Section 2.6. Custodian to Cooperate; Release of Mortgage Files. Upon receipt by the
Custodian of a Request for Release, in accordance with Section 3.15 of the Pooling and Servicing Agreement, the
Custodian shall within seven Business Days release the related Mortgage File to or at the direction of the
requesting Servicer. Such Servicer shall cause the Mortgage File so released to be returned to the Custodian
when the need therefor by the Servicer no longer exists, unless the Mortgage Loan is liquidated and the proceeds
thereof are deposited in the related Servicer Custodial Account, in which case such Servicer shall deliver to the
Custodian a Request for Release, signed by a Servicing Officer.
ARTICLE III.
CONCERNING THE CUSTODIAN
Section 3.1. Custodian as Bailee and Agent of the Trustee. With respect to each Mortgage
Note, Mortgage and other documents constituting each Mortgage File which are delivered to the Custodian, the
Custodian is exclusively the bailee and agent of the Trustee, is holding such Mortgage File for the sole benefit
of the Trustee, and has no instructions to hold any Mortgage Note, Mortgage, or Mortgage File for the benefit of
any person other than the Trustee and the Certificateholders. The Custodian undertakes to perform such duties
and only such duties as are specifically set forth in this Agreement and the Pooling and Servicing Agreement.
Except upon compliance with the provisions of Section 2.6 of this Agreement, no Mortgage Note, Mortgage or
Mortgage File shall be delivered by the Custodian to the Depositor, the Servicers or otherwise released from the
possession of the Custodian.
Section 3.2. Custodian May Own Certificates. The Custodian in its individual or any other
capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not
Custodian.
Section 3.3. Master Servicer to Pay Fees. The Master Servicer covenants and agrees to pay
to the Custodian from time to time, and the Custodian shall be entitled to, all reasonable fees as agreed to by
the Master Servicer and the Custodian for services rendered by it in the exercise and performance of any of the
powers and duties hereunder of the Custodian.
Section 3.4. Custodian May Resign; Trustee May Remove Custodian. The Custodian may resign
by giving notice to the other parties to this Agreement. Upon receiving such notice of resignation, the Trustee
either shall take custody of the Mortgage Files or shall appoint a successor Custodian meeting the requirements
set forth below.
Thirty (30) days after such notice of resignation, if the Trustee by then shall not have taken
custody of the Mortgage Files and shall not have appointed a successor Custodian that has accepted its
appointment, the resigning Custodian shall be entitled to deliver the Mortgage Files to the offices of the
Trustee, and the Trustee shall be obligated to accept delivery. Alternatively, the resigning Custodian may
petition any court of competent jurisdiction for the appointment of a successor Custodian meeting the
requirements set forth below.
The Trustee may remove the Custodian at any time for cause, based upon a material breach by the
Custodian of its duties or obligations under this Agreement or the Pooling and Servicing Agreement if, after
giving notice of such material breach to the Custodian, such material breach remains uncured for 90 days. In
addition, the Trustee may remove the Custodian if the credit rating of the Custodian is withdrawn or reduced to
below "BBB-" by Standard & Poor's or below "Baa3" by Moody's.
In the event of any removal of the Custodian, the Trustee shall appoint, or petition a court
of competent jurisdiction to appoint, a successor Custodian meeting the requirements set forth below.
Any successor Custodian shall be an insured depository institution subject to supervision or
examination by a federal or State governmental authority, shall have a combined capital and surplus at the time
of appointment of at least $50,000,000 and shall be qualified to do business, or exempt from such qualification,
in the jurisdictions in which the Mortgage Files will be held, unless the Depositor, the Issuer and the Trustee
each consent otherwise.
Any resignation or removal of the Custodian, and appointment of a successor Custodian, shall
become effective only upon acceptance by the successor Custodian of its appointment. The Trustee shall give
prompt notice to the other parties to this Agreement of the appointment of any successor Custodian. No successor
Custodian shall be appointed by the Trustee without the prior approval of the Depositor, which approval shall not
be unreasonably withheld.
Section 3.5. Merger or Consolidation of Custodian. Any Person into which the Custodian may
be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion
or consolidation to which the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
Section 3.6. Representations of the Custodian. The Custodian hereby represents that it is a
depository institution subject to supervision or examination by a federal or state authority, has a combined
capital and surplus of at least $50,000,000 and is qualified to do business in the jurisdictions in which it will
hold any Mortgage File.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
Section 4.1. Representations and Warranties. Each of the Depositor, each Servicer and the
Custodian hereby represents and warrants to, and agrees with, the other parties that:
(a) such party has been duly formed and is validly existing in good standing under the
laws of the jurisdiction of its formation;
(b) such party has, in all material respects, full power and authority to own its assets
and operate its business as presently owned or operated and to execute, deliver, and perform its obligations
under this Agreement;
(c) this Agreement has been duly authorized, executed, and delivered by such party,
constitutes the legal, valid, and binding obligation of such party, and is enforceable against such party in
accordance with its terms, except as such enforceability may be limited by laws relating to the rights of
creditors or general principles of equity;
(d) neither the execution and delivery by such party of this Agreement, nor the
performance by such party of its obligations under this Agreement, will conflict with, result in a material
breach or violation of, or constitute (with or without notice or lapse of time or both) a default under, any law
or any indenture or other agreement to which such party or its properties are bound, other than such as would not
have a material adverse effect on the other parties to this Agreement;
(e) there are no proceedings or investigations pending or, to the best knowledge of such
party, threatened, against such party before any governmental authority (i) asserting the unenforceability of
this Agreement, (ii) seeking to prevent the consummation of any transaction contemplated by this Agreement,
(iii) seeking any determination or ruling that, in the reasonable judgment of such party, would have a material
adverse effect on such party's performance under this Agreement, or (iv) seeking any determination or ruling that
would have a material adverse effect on the enforceability of this Agreement, in each case which, if adversely
determined, would be reasonably likely to result in a material adverse effect on the other parties to this
Agreement; and
(f) no consent, approval, authorization, or order of, or filing with, any governmental
authority is required on the part of such party in connection with its performance of the transactions
contemplated by this Agreement, except those which have been obtained or made and are in full force and effect
and those which the failure to obtain would not have a material adverse effect on the other parties to this
Agreement.
ARTICLE V.
COMPLIANCE WITH REGULATION AB
Section 5.1. Intent of the parties; Reasonableness. The parties hereto acknowledge and
agree that the purpose of this Article V is to facilitate compliance by the Depositor, the Master Servicer, the
Certificate Administrator and the Trustee with the provisions of Regulation AB and related rules and regulations
of the Commission. None of the Depositor, the Master Servicer, the Certificate Administrator nor the Trustee
shall exercise its right to request delivery of information or other performance under these provisions other
than in good faith, or for purposes other than compliance with the 1933 Act, the 1934 Act and the rules and
regulations of the Commission under the 1933 Act and the 1934 Act. Each of the parties hereto acknowledges that
interpretations of the requirements of the requirements of Regulation AB may change over time, whether due to
interpretive guidance provided by the Commission or its staff, consensus among participants in the
mortgage-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by
the Depositor, the Master Servicer, the Certificate Administrator and the Trustee in good faith for delivery of
information under these provisions on the basis of evolving interpretations of Regulation AB to the extent
reasonably practicable. The Custodian shall cooperate reasonably with the Depositor, the Master Servicer, the
Certificate Administrator and the Trustee to deliver to the Depositor, the Master Servicer and the Certificate
Administrator (including any of their respective assignees or designees), any and all disclosure, statements,
reports, certifications, records and any other information necessary in the reasonable, good faith determination
of the Depositor, the Master Servicer, the Certificate Administrator and the Trustee to permit the Depositor, the
Master Servicer, the Certificate Administrator and the Trustee to comply with the provisions of Regulation AB.
Section 5.2. Additional Representations and Warranties of the Custodian.
(1) The Custodian hereby represents and warrants that the information set forth in the
Prospectus Supplement relating to the Certificates, dated March 27, 2007, under the caption "The Pooling and
Servicing Agreement - Custodial Arrangements" (the "Custodian Disclosure") does not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading.
(2) The Custodian shall be deemed to represent to the Depositor as of the date hereof and
on each date on which information is provided to the Depositor under Section 5.3 that, except as disclosed in
writing to the Depositor prior to such date: (i) there are no aspects of its financial condition that could have
a material adverse effect on the performance by it of its Custodian obligations under this Agreement or any other
securitization transaction as to which it is the custodian; (ii) there are no material legal or governmental
proceedings pending (or known to be contemplated) against it; and (iii) there are no affiliations, relationships
or transactions relating to the Custodian with respect to the Depositor or any sponsor, issuing entity, servicer,
trustee, originator, significant obligor, enhancement or support provider or other material transaction party (as
such terms are used in Regulation AB) (each, a "Transaction Party") relating to the securitization transaction
contemplated by the Pooling and Servicing Agreement, other than those identified by the Custodian to Depositor in
writing as of the Closing Date.
(3) If so requested by the Depositor on any date following the Closing Date, the Custodian
shall, within five Business Days following such request, confirm in writing the accuracy of the representations
and warranties set forth in paragraph (1) of this section or, if any such representation and warranty is not
accurate as of the date of such confirmation, provide reasonably adequate disclosure of the pertinent facts, in
writing, to the requesting party. Any such request from the Depositor shall not be given more than once each
calendar quarter, unless the Depositor shall have a reasonable basis for a determination that any of the
representations and warranties may not be accurate.
Section 5.3. Additional Information to Be Provided by the Custodian. For so long as the
Certificates are outstanding, for the purpose of satisfying the Depositor's reporting obligation under the 1934
Act with respect to any class of Certificates, the Custodian shall (a) notify the Depositor in writing of any
material litigation or governmental proceedings pending against the Custodian that would be material to
Certificateholders, and (b) provide to the Depositor a written description of such proceedings. Any notices and
descriptions required under this Section 5.3 shall be given no later than five Business Days prior to the
Determination Date following the month in which the Custodian has knowledge of the occurrence of the relevant
event. As of the date the Depositor or Master Servicer files each Report on Form 10-D or Form 10-K with respect
to the Certificates, the Custodian will be deemed to represent that any information previously provided under
this Section 5.3, if any, is materially correct and does not have any material omissions unless the Custodian has
provided an update to such information.
Section 5.4. Report on Assessment of Compliance and Attestation. On or before March 15 of
each calendar year, the Custodian shall:
(1) deliver to the Depositor a report (in form and substance reasonably satisfactory to
the Depositor) regarding the Custodian's assessment of compliance with the Applicable Servicing Criteria set
forth on Exhibit A hereto during the immediately preceding calendar year, as required under Rules 13a-18 and
15d-18 of the 1934 Act and Item 1122 of Regulation AB (each such report, an "Assessment of Compliance"). Each
such Assessment of Compliance shall be addressed to the Depositor and signed by an authorized officer of the
Custodian; and
(2) deliver to the Depositor a report of a registered public accounting firm reasonably
acceptable to the Depositor that attests to, and reports on, the Assessment of Compliance made by the Custodian
and delivered pursuant to the preceding paragraph (each such report, an "Accountant's Attestation"). Such
Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
1933 Act and the 1934 Act.
Section 5.5. Indemnification. The Custodian shall indemnify and hold harmless the
Certificate Administrator, the Master Servicer and the Depositor and each of their directors, officers,
employees, agents, and affiliates from and against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or
based upon (a) any breach by it of any if its obligations under this Article V including particularly its
obligation to provide any Assessment of Compliance or Accountant's Attestation or any information, data or
material required to be included in any 1934 Act report, (b) any misstatement or omission in any information,
data or materials provided by the Custodian pursuant to this Article V, or (c) the negligence, bad faith or
willful misconduct of the Custodian Party in connection with the performance of any if its obligations under this
Article V. This indemnification shall survive the termination of this Agreement or the termination of any party
to this Agreement.
ARTICLE VI.
MISCELLANEOUS PROVISIONS
Section 6.1. Notices. All notices, requests, consents and demands and other communications
required under this Agreement or pursuant to any other instrument or document delivered hereunder shall be in
writing and, unless otherwise specifically provided, may be delivered personally, by telegram or telex, by
overnight express, or by registered or certified mail, postage prepaid, return receipt requested, at 1) in the
case of the Trustee, HSBC Bank USA, National Association, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention:
Corporate Trust, WMLT 2007-A; 2) in the case of the Custodian, U.S. Bank National Association, 0000 Xxxxxx
Xxxxxx, Xxxxx 000, XX-XX-XXXX, Xx. Xxxx, Xxxxxxxxx 00000, Attention: Document Collateral Services - WMLT 2007-A;
3) in the case of the Depositor, Wachovia Mortgage Loan Trust, LLC, 000 X. Xxxxxxx Xxxxxx, XX0000-Xxxxx X,
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: General Counsel and Chief Financial Officer; 4) in the case of
National City, National City Mortgage Co., 0000 Xxxxxxx Xx., Xxxxxxxxxx, XX 00000, Attention: Xxxx Xxxx Xxxxxxxx;
5) in the case of Fifth Third, Fifth Third Bank, 0000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000, Attention: Xxxxx
Xxxxxxx MD 1MOB2V; 6) in the case of SunTrust, SunTrust Mortgage, Inc., 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx
00000, Attention: Xxxxxxx Xxxxxx-Xxxxxxx; and 7) in the case of Xxxxx Fargo, Xxxxx Xxxxx Xxxx, X.X., 0 Xxxx
Xxxxxx, Xxx Xxxxxx, Xxxx 00000-0000, Attention: Xxxx X. Xxxxx, MAC X2302-033, with a copy to General Counsel, MAC
X2401-06T (unless changed by the particular party whose address is stated herein by similar notice in writing),
in which case the notice will be deemed delivered when received.
Section 6.2. Amendments. No modification or amendment of or supplement to this Agreement
shall be valid or effective unless the same is in writing and signed by all parties hereto, and neither the
Depositor, the Servicers nor the Trustee shall enter into any amendment hereof except as permitted by the Pooling
and Servicing Agreement. The Certificate Administrator shall give prompt notice to the Custodian of any amendment
or supplement to the Pooling and Servicing Agreement and furnish the Custodian with written copies thereof.
Section 6.3. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT APPLICATION OF THE CONFLICTS OF LAWS PROVISIONS
THEREOF, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Section 6.4. Recordation of Agreement. To the extent permitted by applicable law, this
Agreement is subject to recordation in all appropriate public offices for real property records in all the
counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by
the Depositor and at the Depositor's expense, but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Depositor to the effect that the failure to effect such recordation is likely to
materially and adversely affect the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein provided and for
other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same
instrument.
Section 6.5. Severability of Provisions. If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or
terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this
Agreement.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.
HSBC BANK USA, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Trustee under the
Pooling and Servicing Agreement
By:___________________________________________
Name:
Title:
WACHOVIA MORTGAGE LOAN TRUST, LLC,
as Depositor
By:___________________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION, as Custodian, Master Servicer and
Certificate Administrator
By:___________________________________________
Name:
Title:
NATIONAL CITY MORTGAGE CO.,
as a Servicer
By:___________________________________________
Name:
Title:
FIFTH THIRD MORTGAGE COMPANY,
as a Servicer
By:___________________________________________
Name:
Title:
SUNTRUST MORTGAGE, INC.,
as a Servicer
By:___________________________________________
Name:
Title:
XXXXX FARGO BANK, N.A.,
as a Servicer
By:____________________________________________
Name:
Title:
EXHIBIT A
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by the Custodian shall address, at a minimum, the criteria
identified as below as "Applicable Servicing Criteria";
_____________________________________________________________________________________________________________
Applicable
Servicing Criteria Servicing Criteria
_____________________________________________________________________________________________________________
Reference Criteria
_____________________________________________________________________________________________________________
General Servicing Considerations
_____________________________________________________________________________________________________________
Policies and procedures are instituted to monitor any
performance or other triggers and events of default in
1122(d)(1)(i) accordance with the transaction agreements
_____________________________________________________________________________________________________________
If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor
1122(d)(1)(ii) the third party's performance and compliance with such
servicing activities
_____________________________________________________________________________________________________________
Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii) back-up servicer for the pool assets are maintained.
_____________________________________________________________________________________________________________
A fidelity bond and errors and omissions policy is in effect
on the party participating in the servicing function
throughout the reporting period in the amount of coverage
1122(d)(1)(iv) required by and otherwise in accordance with the terms of
the transaction agreements.
_____________________________________________________________________________________________________________
Cash Collection and Administration
_____________________________________________________________________________________________________________
Payments on pool assets are deposited into the appropriate
custodial bank accounts and related bank clearing accounts
no more than two business days following receipt and
1122(d)(2)(i) identification, or such other number of days specified in
the transaction agreements.
_____________________________________________________________________________________________________________
Disbursements made via wire transfer on behalf of an obligor
1122(d)(2)(ii) or to an investor are made only by authorized personnel.
_____________________________________________________________________________________________________________
Advances of funds or guarantees regarding collections, cash
flows or distributions, and any interest or other fees
charged for such advances are made, reviewed and approved as
1122(d)(2)(iii) specified in the transaction agreements.
_____________________________________________________________________________________________________________
The related accounts for the transaction, such as cash
reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with
1122(d)(2)(iv) respect to commingling of cash) as set forth in the
transaction agreements.
_____________________________________________________________________________________________________________
Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction
agreements. For purposes of this criterion, "federally
insured depository institutions" with respect to a foreign
financial institution means a foreign financial institution
1122(d)(2)(v) that meets the requirements of Rule 13k-1(b)(1) of the
Securities Exchange Act.
_____________________________________________________________________________________________________________
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent
unauthorized access.
_____________________________________________________________________________________________________________
Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including
custodial accounts and related bank clearing accounts. These
reconciliations are (A) mathematically accurate; (B)
prepared within 30 calendar days after the bank statement
cutoff date, or such other number of days specified in the
transaction agreements; (C) reviewed and approved by someone
other than the person who prepared the reconciliations; and
(D) contain explanations for reconciling items, These
1122(d)(2)(vii) reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
_____________________________________________________________________________________________________________
Investor Remittances and Reporting
_____________________________________________________________________________________________________________
Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the
transaction agreements and applicable Commission
requirements. Specifically, such reports (A) are prepared in
accordance with timeframes and other terms set forth in the
transaction agreements, (B) provide information calculated
in accordance with the terms specified in the transaction
agreements; (C) are filed with the Commission as required by
its rules and regulations; and (D) agree with investors; or
1122(d)(3)(i) the trustee's records as to the total unpaid principal
balance and number of pool assets serviced by the servicer.
_____________________________________________________________________________________________________________
Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and other
1122(d)(3)(ii) terms set forth in the transaction agreements.
_____________________________________________________________________________________________________________
Disbursements made to an investor are posted within two
business days to the servicer's investor records, or such
1122(d)(3)(iii) other number of days specified in the transaction agreements.
_____________________________________________________________________________________________________________
Amounts remitted to investors per the investor reports agree
with cancelled checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
_____________________________________________________________________________________________________________
Pool Asset Administration
_____________________________________________________________________________________________________________
Collateral or security on pool assets is maintained as v
1122(d)(4)(i) required by the transaction agreements or related asset pool
documents.
_____________________________________________________________________________________________________________
Pool assets and related documents are safeguarded as v
1122(d)(4)(ii) required by the transaction agreements.
_____________________________________________________________________________________________________________
Any additions, removals or substitutions to the asset pool v
are made, reviewed and approved in accordance with any
1122(d)(4)(iii) conditions or requirements in the transaction agreements
_____________________________________________________________________________________________________________
Payments on pool assets, including any payoffs, made in
accordance with the related pool asset documents are posted
to the servicer's obligor records maintained no more than
two business days after receipt, or such other number of
days specified in the transaction agreements, and allocated
1122(d)(4)(iv) to principal, interest or other items (e.g., escrow) in
accordance with the related pool asset documents.
_____________________________________________________________________________________________________________
The servicer's records regarding the pool assets agree with
1122(d)(4)(v) the servicer's records with respect to an obligor's unpaid
principal balance.
_____________________________________________________________________________________________________________
Changes with respect to the terms or status of an obligor's
pool asset (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance
1122(d)(4)(vi) with the transaction agreements and related pool asset
documents.
_____________________________________________________________________________________________________________
Loss mitigation of recovery actions (e.g., forbearance
plans, modifications and deed in lieu of foreclosure,
foreclosures and repossessions, as applicable) are
initiated, conducted and concluded in accordance with the
1122(d)(4)(vii) timeframes or other requirements established by the
transaction documents.
_____________________________________________________________________________________________________________
Records documenting collection efforts are maintained during
the period a pool asset is delinquent in accordance with the
transaction agreements. Such records are maintained in at
least a monthly basis, or such other period specified in the
transaction agreements, and describe the entity's activities
in monitoring delinquent pool assets including, for example,
phone calls, letters and payment rescheduling plans in cases
1122(d)(4)(viii) where delinquency is deemed temporary (e.g., illness or
unemployment).
_____________________________________________________________________________________________________________
Adjustments to interest rates or rates of return for pool
1122(d)(4)(ix) assets with variable rates are computed based on the
related pool asset documents.
_____________________________________________________________________________________________________________
Regarding any funds held in trust for an obligor (such as
escrow accounts); (A) such funds are analyzed, in accordance
with the obligor's pool asset documents, on at least an
annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid,
or credited, to obligors in accordance with applicable pool
asset documents and state laws; and (C) such funds are
returned to the obligor within 3- calendar days of full
1122(d)(4)(x) repayment of the related pool asset, or such other number of
days specified in the transaction agreements.
_____________________________________________________________________________________________________________
Payments made on behalf of an obligor (such as tax ore
insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the appropriate
bills or notices for such payments, provided that such
support has been received by the service at least 30
1122(d)(4)(xi) calendar days prior to these dates, or such other number of
days specified in the transaction agreements.
_____________________________________________________________________________________________________________
Any late payment penalties in connection with any payment to
be made on behalf of an obligor are paid from the servicer's
funds and not charged to the obligor, unless the late
1122(d)(4)(xii) payment was due to the obligor's error or omission.
_____________________________________________________________________________________________________________
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within
two business days to the obligor's records maintained by the
servicer, or such other number of days specified in the
transaction agreements.
_____________________________________________________________________________________________________________
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible funds are
recognized and recorded in accordance with the transaction
agreements.
_____________________________________________________________________________________________________________
1122(d)(4)(xv) Any external enhancement or other support, identified in
item 1114(a)(1) through (3) or item 1115 of Regulation AB,
is maintained as set forth in the transaction agreements.
_____________________________________________________________________________________________________________
EXHIBIT O
FORM OF INITIAL CERTIFICATION
HSBC Bank USA, National Association
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Corporate Trust - WMLT 2007-A
Wachovia Mortgage Loan Trust, LLC
000 X. Xxxxxxx Xxxxxx, XX0000 - Suite G
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Re: Wachovia Mortgage Loan Trust, LLC Series 2007-A Trust
Ladies and Gentlemen:
In accordance with Section 2.4 of the custodial agreement dated as of March 27, 2007 (the "Custodial
Agreement"), between HSBC Bank USA, National Association, as trustee, Wachovia Mortgage Loan Trust, LLC, as
depositor, U.S. Bank National Association., as master servicer and certificate administrator, National City
Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and Xxxxx Fargo Bank, N.A., as servicers, and
U.S. Bank National Association, as custodian (the "Custodian"), the undersigned, as Custodian, hereby certifies
that it has received the following with respect to each Mortgage Loan listed in the Mortgage Loan Schedule:
Except for the exceptions listed on the schedule attached hereto, the Mortgage File for each of the
Mortgage Loans includes all documents specified in Section 2.01(b)(i), (ii), (iii), (v) and (ix)(A), (B), (C),
(D), (F) and (G) of the pooling and servicing agreement dated as of March 27, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, U.S. Bank National Association, as master servicer and certificate
administrator, the Servicers and the Trustee.
Capitalized terms not otherwise defined herein have the meaning set forth in the Pooling and Servicing
Agreement.
U.S. BANK NATIONAL ASSOCIATION,
as Custodian
By:____________________________________
Name:
Title:
EXHIBIT P
FORM OF FINAL CERTIFICATION
HSBC Bank USA, National Association
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Corporate Trust - WMLT 2007-A
Wachovia Mortgage Loan Trust, LLC
000 X. Xxxxxxx Xxxxxx, XX0000 - Suite G
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Re: Wachovia Mortgage Loan Trust, LLC Series 2007-A Trust
Ladies and Gentlemen:
In accordance with Section 2.4 of the custodial agreement dated as of March 27, 2007 (the "Custodial
Agreement"), between HSBC Bank USA, National Association, as trustee, Wachovia Mortgage Loan Trust, LLC, as
depositor, U.S. Bank National Association., as master servicer and certificate administrator, National City
Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and Xxxxx Fargo Bank, N.A., as servicers, and
U.S. Bank National Association, as custodian (the "Custodian"), the undersigned, as Custodian, hereby certifies
that it has received the following with respect to each Mortgage Loan listed in the Mortgage Loan Schedule:
Except for the exceptions listed on the schedule attached hereto, the Mortgage File for each of the
Mortgage Loans includes all documents specified in Section 2.01(b)(i), (ii), (iii), (v) and (ix)(A), (B), (C),
(D), (F) and (G) of the pooling and servicing agreement dated as of March 27, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, U.S. Bank National Association, as master servicer and certificate
administrator, the Servicers and the Trustee.
Capitalized terms not otherwise defined herein have the meaning set forth in the Pooling and Servicing
Agreement.
U.S. BANK NATIONAL ASSOCIATION,
as Custodian
By:____________________________________
Name:
Title:
EXHIBIT Q
FORM OF 10-K CERTIFICATION
Re: The Pooling and Servicing Agreement, dated as of March 27, 2007 (the "Pooling and Servicing
Agreement"), among Wachovia Mortgage Loan Trust, LLC, as depositor (the "Depositor"), U.S. Bank National
Association, as master servicer (in its capacity as certificate administrator, the "Master Servicer")
and certificate administrator (in its capacity as certificate administrator, the "Certificate
Administrator"), National City Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and
Xxxxx Fargo Bank, N.A., as servicers, and HSBC Bank USA, National Association, as trustee (the
"Trustee").
I, _______________________, the ________________________ of [NAME OF COMPANY] (the "Company"), certify
to the Depositor, the Master Servicer, the Certificate Administrator, and their officers, with the
knowledge and intent that they will rely upon this certification, that:
(1) I have reviewed (i) the servicer compliance statement of the Company provided in accordance
with Section 12.06 of the Pooling and Servicing Agreement (the "Item 1123 Certificate"), (ii) the report on
assessment of the Company's compliance with the servicing criteria provided in accordance with Section 12.07 of
the Pooling and Servicing Agreement, (iii) the registered public accounting firm's attestation report provided in
accordance with Section 12.08 of the Pooling and Servicing Agreement (the "Accountant's Attestation"), and all
servicing reports, officer's certificates and other information relating to the servicing of the Mortgage Loans
by the Company during 200[ ] that were delivered by the Company to the Certificate Administrator pursuant to the
Agreement (collectively, the "Company Servicing Information");
(2) Based, on my knowledge, the Company Servicing Information, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in the light of the circumstances under which such statements were made, not misleading with respect to the
period of time covered by the Company Servicing Information;
(3) Based on my knowledge, all of the Company Servicing Information required to be provided by the
Company under the Agreement has been provided to the Certificate Administrator;
(4) I am responsible for reviewing the activities performed by the Company as servicer under the
Agreement, and based on my knowledge and the compliance review conducted in preparing the Item 1123 Certificate
and except as disclosed in the Item 1123 Certificate, the Assessment of Compliance or the Accountant's
Attestation, the Company has fulfilled its obligations under the Agreement in all material respects; and
(5) The Form of 10-K Certification required to be provided by the Depositor and by any Servicing
Function Participant pursuant to the Agreement, have been provided to Certificate Administrator. Any material
instances of noncompliance described in such reports have been disclosed to Certificate Administrator. Any
material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.
By:_______________________________________
Name:
Title
Date:
EXHIBIT R
RELEVANT SERVICING CRITERIA
The assessment of compliance to be delivered by the Master Servicer and the Certificate Administrator
shall address, at a minimum, the criteria identified as below as "Applicable Servicing Criteria" with respect to
such party:
Where there are multiple checks for criteria the attesting party will identify in their management assertion that
they are attesting only to the portion of the distribution chain they are responsible for in the related
transaction agreements.
____________________________________________________________________________________________________________________
Regulation AB Servicing Criteria Servicers Master Servicer Certificate
Reference Administrator
____________________________________________________________________________________________________________________
General Servicing Considerations
____________________________________________________________________________________________________________________
1122(d)(1)(i) Policies and procedures are instituted X X X
to monitor any performance or other
triggers and events of default in
accordance with the transaction
agreements.
____________________________________________________________________________________________________________________
1122(d)(1)(ii) If any material servicing activities X X
are outsourced to third parties,
policies and procedures are instituted
to monitor the third party's
performance and compliance with such
servicing activities.
____________________________________________________________________________________________________________________
Any requirements in the transaction
agreements to maintain a back-up
servicer for the Pool Assets are
1122(d)(1)(iii) maintained.
____________________________________________________________________________________________________________________
1122(d)(1)(iv) A fidelity bond and errors and X X
omissions policy is in effect on the
party participating in the servicing
function throughout the reporting
period in the amount of coverage
required by and otherwise in accordance
with the terms of the transaction
agreements.
____________________________________________________________________________________________________________________
Cash Collection and Administration
____________________________________________________________________________________________________________________
1122(d)(2)(i) Payments on pool assets are deposited X X X
into the appropriate custodial bank
accounts and related bank clearing
accounts no more than two business days
following receipt, or such other number
of days specified in the transaction
agreements.
____________________________________________________________________________________________________________________
Disbursements made via wire transfer on X X X
behalf of an obligor or to an investor
1122(d)(2)(ii) are made only by authorized personnel.
____________________________________________________________________________________________________________________
Advances of funds or guarantees X X
regarding collections, cash flows or
distributions, and any interest or
other fees charged for such advances,
are made, reviewed and approved as
specified in the transaction
1122(d)(2)(iii) agreements.
____________________________________________________________________________________________________________________
The related accounts for the X X X
transaction, such as cash reserve
accounts or accounts established as a
form of over collateralization, are
separately maintained (e.g., with
respect to commingling of cash) as set
1122(d)(2)(iv) forth in the transaction agreements.
____________________________________________________________________________________________________________________
Each custodial account is maintained at X X
a federally insured depository
institution as set forth in the
transaction agreements. For purposes of
this criterion, "federally insured
depository institution" with respect to
a foreign financial institution means a
foreign financial institution that
meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange
1122(d)(2)(v) Act.
____________________________________________________________________________________________________________________
Unissued checks are safeguarded so as X
1122(d)(2)(vi) to prevent unauthorized access.
____________________________________________________________________________________________________________________
1122(d)(2)(vii) Reconciliations are prepared on a X X X
monthly basis for all asset-backed
securities related bank accounts,
including custodial accounts and
related bank clearing accounts. These
reconciliations are (A) mathematically
accurate; (B) prepared within 30
calendar days after the bank statement
cutoff date, or such other number of
days specified in the transaction
agreements; (C) reviewed and approved
by someone other than the person who
prepared the reconciliation; and (D)
contain explanations for reconciling
items. These reconciling items are
resolved within 90 calendar days of
their original identification, or such
other number of days specified in the
transaction agreements.
____________________________________________________________________________________________________________________
Investor Remittances and Reporting
____________________________________________________________________________________________________________________
1122(d)(3)(i) Reports to investors, including those X X X
to be filed with the Commission, are
maintained in accordance with the
transaction agreements and applicable
Commission requirements. Specifically,
such reports (A) are prepared in
accordance with timeframes and other
terms set forth in the transaction
agreements; (B) provide information
calculated in accordance with the terms
specified in the transaction
agreements; (C) are filed with the
Commission as required by its rules and
regulations; and (D) agree with
investors' or the trustee's records as
to the total unpaid principal balance
and number of Pool Assets serviced by
the Servicer.
____________________________________________________________________________________________________________________
Amounts due to investors are allocated X X
and remitted in accordance with
timeframes, distribution priority and
other terms set forth in the
1122(d)(3)(ii) transaction agreements.
____________________________________________________________________________________________________________________
Disbursements made to an investor are X X
posted within two business days to the
Servicer's investor records, or such
other number of days specified in the
1122(d)(3)(iii) transaction agreements.
____________________________________________________________________________________________________________________
Amounts remitted to investors per the X X
investor reports agree with cancelled
checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
____________________________________________________________________________________________________________________
Pool Asset Administration
____________________________________________________________________________________________________________________
1122(d)(4)(i) Collateral or security on pool assets X
is maintained as required by the
transaction agreements or related pool
asset documents.
____________________________________________________________________________________________________________________
1122(d)(4)(ii) Pool assets and related documents are X
safeguarded as required by the
transaction agreements
____________________________________________________________________________________________________________________
1122(d)(4)(iii) Any additions, removals or X
substitutions to the asset pool are
made, reviewed and approved in
accordance with any conditions or
requirements in the transaction
agreements.
____________________________________________________________________________________________________________________
1122(d)(4)(iv) Payments on pool assets, including any X
payoffs, made in accordance with the
related pool asset documents are posted
to the Servicer's obligor records
maintained no more than two business
days after receipt, or such other
number of days specified in the
transaction agreements, and allocated
to principal, interest or other items
(e.g., escrow) in accordance with the
related pool asset documents.
____________________________________________________________________________________________________________________
The Servicer's records regarding the X
pool assets agree with the Servicer's
records with respect to an obligor's
1122(d)(4)(v) unpaid principal balance.
____________________________________________________________________________________________________________________
Changes with respect to the terms or X
status of an obligor's pool assets
(e.g., loan modifications or re-agings)
are made, reviewed and approved by
authorized personnel in accordance with
the transaction agreements and related
1122(d)(4)(vi) pool asset documents.
____________________________________________________________________________________________________________________
Loss mitigation or recovery actions X
(e.g., forbearance plans, modifications
and deeds in lieu of foreclosure,
foreclosures and repossessions, as
applicable) are initiated, conducted
and concluded in accordance with the
timeframes or other requirements
established by the transaction
1122(d)(4)(vii) agreements.
____________________________________________________________________________________________________________________
1122(d)(4)(viii) Records documenting collection efforts X
are maintained during the period a pool
asset is delinquent in accordance with
the transaction agreements. Such
records are maintained on at least a
monthly basis, or such other period
specified in the transaction
agreements, and describe the entity's
activities in monitoring delinquent
pool assets including, for example,
phone calls, letters and payment
rescheduling plans in cases where
delinquency is deemed temporary (e.g.,
illness or unemployment).
____________________________________________________________________________________________________________________
1122(d)(4)(ix) Adjustments to interest rates or rates X
of return for pool assets with variable
rates are computed based on the related
pool asset documents.
____________________________________________________________________________________________________________________
1122(d)(4)(x) Regarding any funds held in trust for X
an obligor (such as escrow accounts):
(A) such funds are analyzed, in
accordance with the obligor's pool
asset documents, on at least an annual
basis, or such other period specified
in the transaction agreements; (B)
interest on such funds is paid, or
credited, to obligors in accordance
with applicable pool asset documents
and state laws; and (C) such funds are
returned to the obligor within 30
calendar days of full repayment of the
related pool assets, or such other
number of days specified in the
transaction agreements.
____________________________________________________________________________________________________________________
Payments made on behalf of an obligor X
(such as tax or insurance payments) are
made on or before the related penalty
or expiration dates, as indicated on
the appropriate bills or notices for
such payments, provided that such
support has been received by the
servicer at least 30 calendar days
prior to these dates, or such other
number of days specified in the
1122(d)(4)(xi) transaction agreements.
____________________________________________________________________________________________________________________
Any late payment penalties in X
connection with any payment to be made
on behalf of an obligor are paid from
the Servicer's funds and not charged to
the obligor, unless the late payment
was due to the obligor's error or
1122(d)(4)(xii) omission.
____________________________________________________________________________________________________________________
Disbursements made on behalf of an X
obligor are posted within two business
days to the obligor's records
maintained by the servicer, or such
other number of days specified in the
1122(d)(4)(xiii) transaction agreements.
____________________________________________________________________________________________________________________
Delinquencies, charge-offs and X X
uncollectible accounts are recognized
and recorded in accordance with the
1122(d)(4)(xiv) transaction agreements.
____________________________________________________________________________________________________________________
Any external enhancement or other
support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation
AB, is maintained as set forth in the
1122(d)(4)(xv) transaction agreements.
____________________________________________________________________________________________________________________
EXHIBIT S
ADDITIONAL FORM 10-D DISCLOSURE
___________________________________________________________________________________________________________________
ADDITIONAL FORM 10-D DISCLOSURE
___________________________________________________________________________________________________________________
Item on Form 10-D Party Responsible
___________________________________________________________________________________________________________________
Item 1: Distribution and Pool Performance Information
___________________________________________________________________________________________________________________
Information included in the [Monthly Statement] Servicer
Certificate Administrator
___________________________________________________________________________________________________________________
Any information required by 1121 which is NOT included Depositor
on the [Monthly Statement]
___________________________________________________________________________________________________________________
Item 2: Legal Proceedings
Any legal proceeding pending against the following
entities or their respective property, that is material
to Certificateholders, including any proceeding known to
be contemplated by governmental authorities:
___________________________________________________________________________________________________________________
• Issuing Entity (Trust Fund) Depositor
___________________________________________________________________________________________________________________
• Sponsor (Seller) Seller (if a party to the Pooling and Servicing
Agreement) or Depositor
___________________________________________________________________________________________________________________
• Depositor Depositor
___________________________________________________________________________________________________________________
• Trustee Trustee
___________________________________________________________________________________________________________________
• Certificate Administrator Certificate Administrator
___________________________________________________________________________________________________________________
• Master Servicer Master Servicer
___________________________________________________________________________________________________________________
• Custodian Custodian
___________________________________________________________________________________________________________________
• 1110(b) Originator Depositor
___________________________________________________________________________________________________________________
• Any 1108(a)(2) Servicer (other than the Master Servicer
Servicer or Certificate Administrator)
___________________________________________________________________________________________________________________
• Any other party contemplated by 1100(d)(1) Depositor
___________________________________________________________________________________________________________________
Item 3: Sale of Securities and Use of Proceeds Depositor
Information from Item 2(a) of Part II of Form 10-Q:
With respect to any sale of securities by the sponsor,
depositor or issuing entity, that are backed by the same
asset pool or are otherwise issued by the issuing
entity, whether or not registered, provide the sales and
use of proceeds information in Item 701 of Regulation
S-K. Pricing information can be omitted if securities
were not registered.
___________________________________________________________________________________________________________________
Item 4: Defaults Upon Senior Securities Certificate Administrator
Information from Item 3 of Part II of Form 10-Q:
Report the occurrence of any Event of Default (after
expiration of any grace period and provision of any
required notice)
___________________________________________________________________________________________________________________
Item 5: Submission of Matters to a Vote of Security Certificate Administrator
Holders Trustee
Information from Item 4 of Part II of Form 10-Q
___________________________________________________________________________________________________________________
Item 6: Significant Obligors of Pool Assets Depositor
Item 1112(b) - Significant Obligor Financial Information*
___________________________________________________________________________________________________________________
*This information need only be reported on the Form 10-D
for the distribution period in which updated information
is required pursuant to the Item.
___________________________________________________________________________________________________________________
Item 7: Significant Enhancement Provider Information
Item 1114(b)(2) - Credit Enhancement Provider Financial
Information*
___________________________________________________________________________________________________________________
• Determining applicable disclosure threshold Depositor
___________________________________________________________________________________________________________________
• Requesting required financial information (including Depositor
any required accountants' consent to the use thereof) or
effecting incorporation by reference
___________________________________________________________________________________________________________________
Item 1115(b) - Derivative Counterparty Financial
Information*
___________________________________________________________________________________________________________________
• Determining current maximum probable exposure Depositor
___________________________________________________________________________________________________________________
• Determining current significance percentage Depositor
___________________________________________________________________________________________________________________
• Requesting required financial information (including Depositor
any required accountants' consent to the use thereof) or
effecting incorporation by reference
___________________________________________________________________________________________________________________
*This information need only be reported on the Form 10-D
for the distribution period in which updated information
is required pursuant to the Items.
___________________________________________________________________________________________________________________
Item 8: Other Information Any party responsible for the applicable Form 8-K
Disclosure item
Disclose any information required to be reported on Form
8-K during the period covered by the Form 10-D but not
reported
___________________________________________________________________________________________________________________
Item 9: Exhibits
___________________________________________________________________________________________________________________
Monthly Statement to Certificateholders Certificate Administrator
___________________________________________________________________________________________________________________
Exhibits required by Item 601 of Regulation S-K, such as Depositor
material agreements
___________________________________________________________________________________________________________________
EXHIBIT T
FORM OF DISTRIBUTION DATE STATEMENT
EXHIBIT U
ADDITIONAL DISCLOSURE NOTIFICATION
U.S. Bank National Association
00 Xxxxxxxxxx Xxx.
Xx. Xxxx, XX 00000
Attn: Structured Finance / WMLT 2007-A
Email: xxxxxxxxxxxx@xxxx.xxx
Wachovia Mortgage Loan Trust, LLC
000 X. Xxxxxxx Xxxxxx, XX0000-Xxxxx X
Xxxxxxxxx, XX 00000-0000
RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required
Ladies and Gentlemen:
In accordance with Article XII of the Pooling and Servicing Agreement, dated as of March 27, 2007 (the "Pooling
and Servicing Agreement"), among Wachovia Mortgage Loan Trust, LLC, as depositor (the "Depositor"), U.S. Bank
National Association, as master servicer and certificate administrator (in its capacity as certificate
administrator, the "Certificate Administrator"), National City Mortgage Co., Fifth Third Mortgage Company,
SunTrust Mortgage, Inc. and Xxxxx Fargo Bank, N.A., as servicers, and HSBC Bank USA, National Association, as
trustee (the "Trustee"), the undersigned, as [ ], hereby notifies you that certain events have come
to our attention that [will] [may] need to be disclosed on Form [10-D] [ 10-K] [8-K].
Description of Additional Form [10-D][10-K][8-K] Disclosure:
List of any Attachments hereto to be included in the Additional Form [10-D][ 10-K][8-K] Disclosure:
Any inquiries related to this notification should be directed to [ ], phone number:
[ ]; email address: [ ].
[NAME OF PARTY],
as [role]
By:____________________________________
Name:
Title:
EXHIBIT V
ADDITIONAL FORM 10-K DISCLOSURE
_____________________________________________________________________________________________________________
Item on Form 10-K Party Responsible
_____________________________________________________________________________________________________________
Item 1B: Unresolved Staff Comments Depositor
_____________________________________________________________________________________________________________
Item 9B: Other Information Any party responsible for disclosure items on Form
8-K
_____________________________________________________________________________________________________________
Item 15: Exhibits, Financial Statement Schedules Depositor
_____________________________________________________________________________________________________________
Additional Item: (i) All parties to the PSA (as to themselves), (ii)
the Depositor as to the issuing entity, (iii) the
Disclosure per Item 1117 of Reg AB Depositor as to the sponsor, any 1106(b)
originator, any 1100(d)(1) party
_____________________________________________________________________________________________________________
Additional Item: (i) All parties to the PSA (as to themselves), (ii)
the Depositor as to he sponsor, originator,
Disclosure per Item 1119 of Reg AB significant obligor, enhancement or support provider
_____________________________________________________________________________________________________________
Additional Item: Depositor/ Servicer
Disclosure per Item 1112(b) of Reg AB
_____________________________________________________________________________________________________________
Additional Item: Depositor
Disclosure per Items 1114(b) and 1115(b) of
Reg AB
_____________________________________________________________________________________________________________
EXHIBIT W
FORM 8-K DISCLOSURE INFORMATION
___________________________________________________________________________________________________________________
FORM 8-K DISCLOSURE INFORMATION
___________________________________________________________________________________________________________________
Item on Form 8-K Party Responsible
___________________________________________________________________________________________________________________
Item 1.01- Entry into a Material Definitive Agreement All parties to the Pooling and Servicing Agreement as
to each agreement to which it is a party
Disclosure is required regarding entry into or amendment
of any definitive agreement that is material to the
securitization, even if depositor is not a party.
Examples: servicing agreement, custodial agreement.
Note: disclosure not required as to definitive
agreements that are fully disclosed in the prospectus
___________________________________________________________________________________________________________________
Item 1.02- Termination of a Material Definitive Agreement All parties to the Pooling and Servicing Agreement as
to each agreement to which it is a party
Disclosure is required regarding termination of any
definitive agreement that is material to the
securitization (other than expiration in accordance with
its terms), even if depositor is not a party.
Examples: servicing agreement, custodial agreement.
___________________________________________________________________________________________________________________
Item 1.03- Bankruptcy or Receivership Depositor
Disclosure is required regarding the bankruptcy or
receivership, with respect to any of the following:
___________________________________________________________________________________________________________________
• Sponsor (Seller) Depositor/Sponsor (Seller)
___________________________________________________________________________________________________________________
• Depositor Depositor
___________________________________________________________________________________________________________________
• Master Servicer Master Servicer
___________________________________________________________________________________________________________________
• Affiliated Servicer Servicer
___________________________________________________________________________________________________________________
• Other Servicer servicing 20% or more of the pool Servicer
assets at the time of the report
___________________________________________________________________________________________________________________
• Other material servicers Servicer
___________________________________________________________________________________________________________________
• Trustee Trustee
___________________________________________________________________________________________________________________
• Certificate Administrator Certificate Administrator
___________________________________________________________________________________________________________________
• Significant Obligor Depositor
___________________________________________________________________________________________________________________
• Credit Enhancer (10% or more) Depositor
___________________________________________________________________________________________________________________
• Derivative Counterparty Depositor
___________________________________________________________________________________________________________________
• Custodian Custodian
___________________________________________________________________________________________________________________
Item 2.04- Triggering Events that Accelerate or Increase Depositor
a Direct Financial Obligation or an Obligation under an Master Servicer
Off-Balance Sheet Arrangement Certificate Administrator
Includes an early amortization, performance trigger or
other event, including event of default, that would
materially alter the payment priority/distribution of
cash flows/amortization schedule.
Disclosure will be made of events other than waterfall
triggers which are disclosed in the monthly statements
to the certificateholders.
___________________________________________________________________________________________________________________
Item 3.03- Material Modification to Rights of Security Certificate Administrator
Holders Depositor
Disclosure is required of any material modification to
documents defining the rights of Certificateholders,
including the Pooling and Servicing Agreement.
___________________________________________________________________________________________________________________
Item 5.03- Amendments of Articles of Incorporation or Depositor
Bylaws; Change of Fiscal Year
Disclosure is required of any amendment "to the
governing documents of the issuing entity".
___________________________________________________________________________________________________________________
Item 6.01- ABS Informational and Computational Material Depositor
___________________________________________________________________________________________________________________
Item 6.02- Change of Servicer or Certificate Master Servicer/Certificate Administrator/Depositor/
Administrator Servicer
Requires disclosure of any removal, replacement,
substitution or addition of any master servicer,
affiliated servicer, other servicer servicing 10% or
more of pool assets at time of report, other material
servicers.
___________________________________________________________________________________________________________________
Reg AB disclosure about any new servicer or master Servicer/Master Servicer/Depositor
servicer is also required.
___________________________________________________________________________________________________________________
Reg AB disclosure about any successor trustee is also Trustee
required.
___________________________________________________________________________________________________________________
Item 6.03- Change in Credit Enhancement or External Depositor/Certificate Administrator/Trustee
Support
Covers termination of any enhancement in manner other
than by its terms, the addition of an enhancement, or a
material change in the enhancement provided. Applies to
external credit enhancements as well as derivatives.
___________________________________________________________________________________________________________________
Reg AB disclosure about any new enhancement provider is Depositor
also required.
___________________________________________________________________________________________________________________
Item 6.04- Failure to Make a Required Distribution Certificate Administrator
___________________________________________________________________________________________________________________
Item 6.05- Securities Act Updating Disclosure Depositor
If any material pool characteristic differs by 5% or
more at the time of issuance of the securities from the
description in the final prospectus, provide updated Reg
AB disclosure about the actual asset pool.
___________________________________________________________________________________________________________________
If there are any new servicers or originators required Depositor
to be disclosed under Regulation AB as a result of the
foregoing, provide the information called for in Items
1108 and 1110 respectively.
___________________________________________________________________________________________________________________
Item 7.01- Reg FD Disclosure All parties
___________________________________________________________________________________________________________________
Item 8.01- Other Events Depositor
Any event, with respect to which information is not
otherwise called for in Form 8-K, that the registrant
deems of importance to certificateholders.
___________________________________________________________________________________________________________________
Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the
financial statement or exhibit (not applicable to the
Trustee)
___________________________________________________________________________________________________________________
EXHIBIT W
FORM OF SERVICER'S CERTIFICATE
