EXHIBIT 4.1
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XXXXX FARGO ASSET SECURITIES CORPORATION
(Depositor)
and
XXXXX FARGO BANK, N.A.
(Master Servicer)
and
HSBC BANK USA, NATIONAL ASSOCIATION
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of July 25, 2007
$571,572,575.18
Mortgage Asset-Backed Pass-Through Certificates
Series 2007-PA4
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Definitions....................................................I-1
Section 1.02 Acts of Holders..............................................I-107
Section 1.03 Effect of Headings and Table of Contents.....................I-108
Section 1.04 Benefits of Agreement........................................I-108
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans..................................II-1
Section 2.02 Acceptance by Custodian.......................................II-5
Section 2.03 Representations and Warranties of the Master Servicer
and the Depositor............................................II-6
Section 2.04 Execution and Delivery of Certificates.......................II-14
Section 2.05 Designation of Certificates; Designation of Startup
Day and Latest Possible Maturity Date.......................II-15
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account..........................................III-1
Section 3.02 Permitted Withdrawals from the Certificate Account...........III-2
Section 3.03 Advances by Master Servicer and Trustee......................III-3
Section 3.04 Custodian to Cooperate; Release of Owner Mortgage Loan
Files and Retained Mortgage Loan Files......................III-4
Section 3.05 Annual Compliance Statements.................................III-5
Section 3.06 Title, Management and Disposition of Any REO Mortgage
Loan........................................................III-6
Section 3.07 Amendments to Servicing Agreements,
Modification of Standard Provisions.........................III-6
Section 3.08 Oversight of Servicing.......................................III-7
Section 3.09 Termination and Substitution of Servicing Agreements........III-10
Section 3.10 Application of Net Liquidation Proceeds.....................III-12
Section 3.11 Assessment of Servicing Compliance; Registered Public
Accounting Firm Attestation Reports........................III-12
Section 3.12 Exchange Act Reports........................................III-14
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions.................................................IV-1
Section 4.02 Allocation of Realized Losses................................IV-11
Section 4.03 Paying Agent.................................................IV-13
Section 4.04 Statements to Certificateholders; Reports to the
Trustee and the Depositor...................................IV-15
Section 4.05 Reserved.....................................................IV-19
Section 4.06 Calculation of Amounts; Binding Effect of
Interpretations and Actions of Master Servicer..............IV-19
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates...............................................V-1
Section 5.02 Registration of Certificates...................................V-3
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates..............V-6
Section 5.04 Persons Deemed Owners..........................................V-6
Section 5.05 Access to List of Certificateholders' Names and
Addresses.....................................................V-7
Section 5.06 Maintenance of Office or Agency................................V-7
Section 5.07 Definitive Certificates........................................V-7
Section 5.08 Notices to Clearing Agency.....................................V-8
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01 Liability of the Depositor and the Master Servicer............VI-1
Section 6.02 Merger or Consolidation of the Depositor or the Master
Servicer.....................................................VI-1
Section 6.03 Limitation on Liability of the Depositor, the Master
Servicer and Others..........................................VI-1
Section 6.04 Resignation of the Master Servicer............................VI-2
Section 6.05 Compensation to the Master Servicer...........................VI-3
Section 6.06 Assignment or Delegation of Duties by Master Servicer.........VI-3
Section 6.07 Indemnification of Trustee and Depositor by Master
Servicer.....................................................VI-4
Section 6.08 Master Servicer Errors and Omissions Policy...................VI-4
ARTICLE VII
DEFAULT
Section 7.01 Events of Default............................................VII-1
Section 7.02 Other Remedies of Trustee....................................VII-2
Section 7.03 Directions by Certificateholders and
Duties of Trustee During Event of Default...................VII-3
Section 7.04 Action upon Certain Failures of the
Master Servicer and upon Event of Default...................VII-3
Section 7.05 Trustee to Act; Appointment of Successor.....................VII-3
Section 7.06 Notification to Certificateholders...........................VII-5
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee...........................................VIII-1
Section 8.02 Certain Matters Affecting the Trustee.......................VIII-2
Section 8.03 Trustee Not Required to Make Investigation..................VIII-3
Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans.......VIII-3
Section 8.05 Trustee May Own Certificates................................VIII-4
Section 8.06 The Master Servicer to Pay Fees; Limitation on
Liability..................................................VIII-4
Section 8.07 Eligibility Requirements....................................VIII-4
Section 8.08 Resignation and Removal.....................................VIII-5
Section 8.09 Successor...................................................VIII-6
Section 8.10 Merger or Consolidation.....................................VIII-6
Section 8.11 Authenticating Agent........................................VIII-7
Section 8.12 Separate Trustees and Co-Trustees...........................VIII-8
Section 8.13 Tax Matters; Compliance with REMIC Provisions...............VIII-9
Section 8.14 Monthly Advances...........................................VIII-12
Section 8.15 Indemnification of the Master Servicer and Depositor
by the Trustee............................................VIII-12
Section 8.16 Trustee Errors and Omissions Policy........................VIII-12
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the
Depositor or Liquidation of All Mortgage Loans...............IX-1
Section 9.02 Additional Termination Requirements...........................IX-3
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment......................................................X-1
Section 10.02 Recordation of Agreement.......................................X-3
Section 10.03 Limitation on Rights of Certificateholders.....................X-3
Section 10.04 Governing Law; Jurisdiction....................................X-4
Section 10.05 Notices........................................................X-4
Section 10.06 Severability of Provisions.....................................X-4
Section 10.07 Special Notices to Rating Agencies.............................X-4
Section 10.08 Covenant of Depositor..........................................X-5
Section 10.09 Recharacterization.............................................X-6
Section 10.10 Regulation AB Compliance; Intent of Parties;
Reasonableness................................................X-6
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Cut-Off Date..................................................XI-1
Section 11.02 Cut-Off Date Aggregate Principal Balance......................XI-1
Section 11.03 Original Group Percentages....................................XI-1
Section 11.04 Original Principal Balances of the Classes of Class A
Certificates.................................................XI-1
Section 11.05 Original Notional Amounts.....................................XI-2
Section 11.06 Original Aggregate Subordinate Percentage.....................XI-2
Section 11.07 Original Class B Principal Balance............................XI-2
Section 11.08 Original Principal Balances of the Classes of Class B
Certificates.................................................XI-3
Section 11.09 Original Class B-1 Fractional Interest........................XI-3
Section 11.10 Original Class B-2 Fractional Interest........................XI-3
Section 11.11 Original Class B-3 Fractional Interest........................XI-3
Section 11.12 Original Class B-4 Fractional Interest........................XI-3
Section 11.13 Original Class B-5 Fractional Interest........................XI-3
Section 11.14 Original Class B-6 Fractional Interest........................XI-3
Section 11.15 Original Class B-7 Fractional Interest........................XI-3
Section 11.16 Closing Date..................................................XI-3
Section 11.17 Right to Purchase.............................................XI-4
Section 11.18 Single Certificate............................................XI-4
Section 11.19 Servicing Fee Rate............................................XI-4
Section 11.20 Master Servicing Fee Rate.....................................XI-4
SCHEDULE I - Applicable Unscheduled Principal Receipt Period
EXHIBITS
EXHIBIT A-I-A-1 - Form of Face of Class I-A-1 Certificate
EXHIBIT A-I-A-2 - Form of Face of Class I-A-2 Certificate
EXHIBIT A-I-A-IO - Form of Face of Class I-A-IO Certificate
EXHIBIT A-I-A-R - Form of Face of Class I-A-R Certificate
EXHIBIT A-II-A-1 - Form of Face of Class II-A-1 Certificate
EXHIBIT A-II-A-2 - Form of Face of Class II-A-2 Certificate
EXHIBIT A-II-A-IO - Form of Face of Class II-A-IO Certificate
EXHIBIT A-III-A-1 - Form of Face of Class III-A-1 Certificate
EXHIBIT A-III-A-2 - Form of Face of Class III-A-2 Certificate
EXHIBIT A-III-A-IO - Form of Face of Class III-A-IO Certificate
EXHIBIT A-IV-A-1 - Form of Face of Class IV-A-1 Certificate
EXHIBIT A-IV-A-2 - Form of Face of Class IV-A-2 Certificate
EXHIBIT A-IV-A-IO - Form of Face of Class IV-A-IO Certificate
EXHIBIT A-V-A-1 - Form of Face of Class V-A-1 Certificate
EXHIBIT A-V-A-IO - Form of Face of Class V-A-IO Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT B-7 - Form of Face of Class B-7 Certificate
EXHIBIT B-8 - Form of Face of Class B-8 Certificate
EXHIBIT C - Form of Reverse of Series 2007-PA4 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F - Addresses for Requesting Mortgage Loan Schedule
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and
for Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificate
EXHIBIT J - Transferee's Letter (Class [B-6] [B-7] [B-8]
Certificates)
EXHIBIT K - List of Recordation States
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
EXHIBIT N - Form of Initial Certification of the Custodian
EXHIBIT O - Form of Final Certification of the Custodian
EXHIBIT P - Form of Sarbanes Oxley Certification
EXHIBIT Q - Schedule of Pledged Asset Mortgage Loans
EXHIBIT R - Servicing Criteria to be Addressed in
Assessment of Compliance
EXHIBIT S - Additional Form 10-D Disclosure
EXHIBIT T - Additional Form 10-K Disclosure
EXHIBIT U - Form 8-K Disclosure Information
EXHIBIT V - Additional Disclosure Notification
This Pooling and Servicing Agreement, dated as of July 25, 2007 executed
by XXXXX FARGO ASSET SECURITIES CORPORATION, as Depositor, XXXXX FARGO BANK,
N.A., as Master 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 and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
1933 Act: The Securities Act of 1933, as amended.
Accepted Master Servicing Practices: Accepted Master Servicing Practices
shall consist of the customary and usual master servicing practices of prudent
master servicing institutions which master service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Additional Form 10-D Disclosure: As defined in Section 3.12(a).
Additional Form 10-K Disclosure: As defined in Section 3.12(b).
Additional Master Servicer: As defined in Section 6.06(b).
Adjusted Principal Balance: As to any Distribution Date and any Class of
Class B Certificates, the greater of (A) zero and (B) (i) the Principal Balance
of such Class with respect to such Distribution Date minus (ii) the Adjustment
Amount for such Distribution Date less the Principal Balances for any Classes of
Class B Certificates with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between (A)
the sum of the Aggregate Class A Principal Balance and the Class B Principal
Balance as of the related Determination Date and (B) the sum of (i) the sum of
the Aggregate Class A Principal Balance and the Class B Principal Balance as of
the Determination Date succeeding such Distribution Date and (ii) the aggregate
amount that would have been distributed to all Classes as principal in
accordance with Section 4.01(a)(i) for such Distribution Date without regard to
the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount, Class B-5 Optimal Principal Amount, Class B-6 Optimal
Principal Amount, Class B-7 Optimal Principal Amount and Class B-8 Optimal
Principal Amount.
Adjustment Date: As to each Mortgage Loan, the Due Date on which date an
adjustment to the Mortgage Interest Rate of such Mortgage Loan becomes effective
under the related Mortgage Note, which Due Date is the date set forth in the
Mortgage Loan Schedule as the first Adjustment Date following the Closing Date
and each subsequent anniversary thereof.
Aggregate Adjusted Pool Amount: With respect to any Distribution Date, the
sum of the Group I Adjusted Pool Amount, Group II Adjusted Pool Amount, Group
III Adjusted Pool Amount, Group IV Adjusted Pool Amount and Group V Adjusted
Pool Amount.
Aggregate Class A Percentage: With respect to any Distribution Date, the
percentage, the numerator of which is the Aggregate Class A Principal Balance
prior to giving effect to any distributions on such Distribution Date, and the
denominator of which is the sum of the Pool Balances for each Loan Group.
Aggregate Class A Principal Balance: With respect to any Determination
Date, the sum of the Group I-A Principal Balance, Group II-A Principal Balance,
Group III-A Principal Balance, Group IV-A Principal Balance and Group V-A
Principal Balance.
Aggregate Group I-A Unpaid Interest Shortfall: As to any Distribution
Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for
the Group I-A Certificates.
Aggregate Group II-A Unpaid Interest Shortfall: As to any Distribution
Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for
the Group II-A Certificates.
Aggregate Group III-A Unpaid Interest Shortfall: As to any Distribution
Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for
the Group III-A Certificates.
Aggregate Group IV-A Unpaid Interest Shortfall: As to any Distribution
Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for
the Group IV-A Certificates.
Aggregate Group V-A Unpaid Interest Shortfall: As to any Distribution
Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for
the Group V-A Certificates.
Aggregate Principal Balance: As of any Determination Date, the sum of the
Group I-A Principal Balance, the Group II-A Principal Balance, the Group III-A
Principal Balance, the Group IV-A Principal Balance, the Group V-A Principal
Balance and the Class B Principal Balance as of such date.
Aggregate Subordinate Percentage: As to any Determination Date, the
difference between 100% and the Aggregate Class A Percentage.
Agreement: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of the Full Unscheduled
Principal Receipts and Partial Unscheduled Principal Receipts, the Unscheduled
Principal Receipt Period specified on Schedule I hereto, as amended by the
Master Servicer pursuant to Section 10.01(b) hereof.
Apportioned Class B Principal Distribution Amount: As to any Distribution
Date and any Class of Class B Certificates, the product of (i) the applicable
Class B Principal Distribution Amount and (ii) the Apportionment Fraction for
such Class.
Apportionment Fraction: As to any Class of Class B Certificates and any
Distribution Date occurring prior to the Subordination Depletion Date and on or
after the Distribution Date on which the Principal Balance of each Class of one
Group has been reduced to zero, a fraction, the numerator of which is the
portion of the Class B Loan Group Optimal Principal Amounts represented by
clauses (ii) and (iii) of the definition thereof (other than Liquidation
Proceeds that are not partial Liquidation Proceeds) for which the corresponding
Class A Certificates are no longer outstanding and the denominator of which is
the applicable Class B Optimal Principal Amount without regard to the proviso
thereto.
Authenticating Agent: Any authenticating agent appointed by the Trustee
pursuant to Section 8.11. Initially, the Master Servicer shall be the
Authenticating Agent for the Certificates.
Available Master Servicer Compensation: With respect to any Distribution
Date, the sum of (a) the Master Servicing Fee for such Distribution Date, (b)
interest earned through the business day preceding the applicable Distribution
Date on any Prepayments in Full remitted to the Master Servicer and (c) the
aggregate amount of Month End Interest remitted by the Servicers to the Master
Servicer pursuant to the related Servicing Agreements.
Balloon Loan: A Mortgage Loan that provides for the payment of the
unamortized principal balance of such Mortgage Loan in a single payment at the
maturity of such Mortgage Loan that is greater than the preceding Monthly
Payment.
Balloon Payment: A payment of the unamortized principal balance of a
Mortgage Loan in a single payment at the maturity of such Mortgage Loan that is
greater than the preceding Monthly Payment.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that a Bankruptcy Loss shall not
be deemed a Bankruptcy Loss hereunder so long as the applicable Servicer has
notified the Master Servicer and the Trustee in writing that such Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
Beneficial Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Book-Entry Certificate, as reflected on the
books of the Clearing Agency, or on the books of a Person maintaining an account
with such Clearing Agency (directly or as an indirect participant, in accordance
with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any one of the Class I-A-1 Certificates, Class
I-A-2 Certificates, Class I-A-IO Certificates, Class II-A-1 Certificates, Class
II-A-2 Certificates, Class II-A-IO Certificates, Class III-A-1 Certificates,
Class III-A-2 Certificates, Class III-A-IO Certificates, Class IV-A-1
Certificates, Class IV-A-2 Certificates, Class IV-A-IO Certificates, Class V-A-1
Certificates, Class V-A-IO Certificates, Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates and Class B-5
Certificates, beneficial ownership and transfers of which shall be evidenced by,
and made through, book entries by the Clearing Agency as described in Section
5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a
legal holiday in the City of New York, State of Iowa, State of Maryland or State
of Minnesota or (iii) a day on which banking institutions in the City of New
York, or the State of Iowa, State of Maryland or State of Minnesota are
authorized or obligated by law or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The separate trust account established and maintained
by the Master Servicer pursuant to Section 3.01 which shall be entitled
"Certificate Account, Xxxxx Fargo Bank, N.A. as Master Servicer on behalf of the
Trustee, in trust for the Holders of the Certificates of the Xxxxx Fargo
Alternative Loan 2007-PA4 Trust." The Certificate Account shall be an Eligible
Account.
Certificate Custodian: Initially, Xxxxx Fargo Bank; thereafter any other
Certificate Custodian acceptable to The Depository Trust Company and selected by
the Trustee.
Certificate Register and Certificate Registrar: Respectively, the register
maintained pursuant to and the registrar provided for in Section 5.02.
Initially, the Certificate Registrar shall be the Master Servicer.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
the taking of any action under Articles VII or VIII, any Certificate registered
in the name of the Master Servicer, a Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Voting Interest evidenced thereby shall not
be taken into account in determining whether the requisite percentage of
Certificates necessary to effect any such action has been obtained.
Class: All certificates whose form is identical except for variations in
the Percentage Interest evidenced thereby.
Class I-A-1 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit A-I-A-1 and Exhibit C hereto.
Class I-A-1 Certificateholder: The registered holder of a Class I-A-1
Certificate.
Class I-A-1 Loss Amount: With respect to any Determination Date after the
Subordination Depletion Date, the amount, if any, by which the Principal Balance
of the Class I-A-1 Certificates would be reduced as a result of the application
of the third sentence of the definition of Principal Balance.
Class I-A-1 Pass-Through Rate: With respect to each Distribution Date
occurring prior to the Distribution Date in September 2009, the Class I-A-1
Pass-Through Rate will be the per annum rate equal to the Net WAC of the Group I
Mortgage Loans minus 0.66429486%. On and after the Distribution Date in
September 2009, the Class I-A-1 Pass-Through Rate will be a per annum rate equal
to the Net WAC of the Group I Mortgage Loans.
Class I-A-2 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit A-I-A-2 and Exhibit C hereto.
Class I-A-2 Certificateholder: The registered holder of a Class I-A-2
Certificate.
Class I-A-2 Loss Allocation Amount: With respect to any Determination Date
after the Subordination Depletion Date the lesser of (a) the Principal Balance
of the Class I-A-2 Certificates with respect to such Determination Date prior to
any reduction for the Class I-A-2 Loss Allocation Amount and (b) the Class I-A-1
Loss Amount.
Class I-A-2 Pass-Through Rate: With respect to each Distribution Date
occurring prior to the Distribution Date in September 2009, the Class I-A-2
Pass-Through Rate will be the per annum rate equal to the Net WAC of the Group I
Mortgage Loans minus 0.66429486%. On and after the Distribution Date in
September 2009, the Class I-A-2 Pass-Through Rate will be a per annum rate equal
to the Net WAC of the Group I Mortgage Loans.
Class I-A-IO Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit A-I-A-IO and Exhibit C hereto.
Class I-A-IO Certificateholder: The registered holder of a Class I-A-IO
Certificate.
Class I-A-IO Notional Amount: As to the first Distribution Date, the
Original Class I-A-IO Notional Amount and, with respect to each Distribution
Date prior to the Distribution Date in September 2009, an amount equal to the
sum of the Principal Balances of the Class I-A-1 and Class I-A-2 Certificates.
On and after the Distribution Date in September 2009, the Class I-A-IO Notional
Amount will be zero.
Class I-A-IO Pass-Through Rate: With respect to each Distribution Date
occurring prior to the Distribution Date in September 2009, the Class I-A-IO
Pass-Through Rate will be the per annum rate equal to 0.66429486%. On and after
the Distribution Date in September 2009, the Class I-A-IO Pass-Through Rate will
be zero.
Class I-A-LR Interest: The residual interest in the Lower-Tier REMIC,
beneficial ownership of which is represented by the Class I-A-R Certificate.
Class I-A-M1 Interest: A regular interest in the Middle-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class I-A-MR Interest: The residual interest in the Middle-Tier REMIC,
beneficial ownership of which is represented by the Class I-A-R Certificate.
Class I-A-MUR Interest: A regular interest in the Middle-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class I-A-R Certificate: The Certificate executed by the Paying Agent and
countersigned by the Authenticating Agent in substantially the form set forth in
Exhibit A-I-A-R and Exhibit C hereto.
Class I-A-R Certificateholder: The registered holder of the Class I-A-R
Certificate.
Class I-A-R Interest: The residual interest in the Upper-Tier REMIC,
beneficial ownership of which is evidenced by the Class I-A-R Certificate.
Class I-L Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Middle-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class I-LS Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Middle-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class II-A-1 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit A-II-A-1 and Exhibit C hereto.
Class II-A-1 Certificateholder: The registered holder of a Class II-A-1
Certificate.
Class II-A-1 Loss Amount: With respect to any Determination Date after the
Subordination Depletion Date, the amount, if any, by which the Principal Balance
of the Class II-A-1 Certificates would be reduced as a result of the application
of the third sentence of the definition of Principal Balance.
Class II-A-1 Pass-Through Rate: With respect to each Distribution Date
occurring prior to the Distribution Date in June 2012, the Class II-A-1
Pass-Through Rate will be the per annum rate equal to the Net WAC of the Group
II Mortgage Loans minus 0.18786445%. On and after the Distribution Date in June
2012, the Class II-A-1 Pass-Through Rate will be a per annum rate equal to the
Net WAC of the Group II Mortgage Loans.
Class II-A-2 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit A-II-A-2 and Exhibit C hereto.
Class II-A-2 Certificateholder: The registered holder of a Class II-A-2
Certificate.
Class II-A-2 Loss Allocation Amount: With respect to any Determination
Date after the Subordination Depletion Date the lesser of (a) the Principal
Balance of the Class II-A-2 Certificates with respect to such Determination Date
prior to any reduction for the Class II-A-2 Loss Allocation Amount and (b) the
Class II-A-1 Loss Amount.
Class II-A-2 Pass-Through Rate: With respect to each Distribution Date
occurring prior to the Distribution Date in June 2012, the Class II-A-2
Pass-Through Rate will be the per annum rate equal to the Net WAC of the Group
II Mortgage Loans minus 0.18786445%. On and after the Distribution Date in June
2012, the Class II-A-2 Pass-Through Rate will be a per annum rate equal to the
Net WAC of the Group II Mortgage Loans.
Class II-A-IO Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit A-II-A-IO and Exhibit C hereto.
Class II-A-IO Certificateholder: The registered holder of a Class II-A-IO
Certificate.
Class II-A-IO Notional Amount: As to the first Distribution Date, the
Original Class II-A-IO Notional Amount and, with respect to each Distribution
Date prior to the Distribution Date in June 2012, an amount equal to the sum of
the Principal Balances of the Class II-A-1 and Class II-A-2 Certificates. On and
after the Distribution Date in June 2012, the Class II-A-IO Notional Amount will
be zero.
Class II-A-IO Pass-Through Rate: With respect to each Distribution Date
occurring prior to the Distribution Date in June 2012, the Class II-A-IO
Pass-Through Rate will be the per annum rate equal to 0.18786445%. On and after
the Distribution Date in June 2012, the Class II-A-IO Pass-Through Rate will be
zero.
Class II-A-M1 Interest: A regular interest in the Middle-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class II-L Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class II-LS Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Middle-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class III-A-1 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit A-III-A-1 and Exhibit C hereto.
Class III-A-1 Certificateholder: The registered holder of a Class III-A-1
Certificate.
Class III-A-1 Loss Amount: With respect to any Determination Date after
the Subordination Depletion Date, the amount, if any, by which the Principal
Balance of the Class III-A-1 Certificates would be reduced as a result of the
application of the third sentence of the definition of Principal Balance.
Class III-A-1 Pass-Through Rate: With respect to each Distribution Date
occurring prior to the Distribution Date in June 2012, the Class III-A-1
Pass-Through Rate will be the per annum rate equal to the Net WAC of the Group
III Mortgage Loans minus 0.22538908%. On and after the Distribution Date in June
2012, the Class III-A-1 Pass-Through Rate will be a per annum rate equal to the
Net WAC of the Group III Mortgage Loans.
Class III-A-2 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit A-III-A-2 and Exhibit C hereto.
Class III-A-2 Certificateholder: The registered holder of a Class III-A-2
Certificate.
Class III-A-2 Loss Allocation Amount: With respect to any Determination
Date after the Subordination Depletion Date the lesser of (a) the Principal
Balance of the Class III-A-2 Certificates with respect to such Determination
Date prior to any reduction for the Class III-A-2 Loss Allocation Amount and (b)
the Class III-A-1 Loss Amount.
Class III-A-2 Pass-Through Rate: With respect to each Distribution Date
occurring prior to the Distribution Date in June 2012, the Class III-A-2
Pass-Through Rate will be the per annum rate equal to the Net WAC of the Group
III Mortgage Loans minus 0.22538908%. On and after the Distribution Date in June
2012, the Class III-A-2 Pass-Through Rate will be a per annum rate equal to the
Net WAC of the Group III Mortgage Loans.
Class III-A-IO Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit A-III-A-IO and Exhibit C hereto.
Class III-A-IO Certificateholder: The registered holder of a Class
III-A-IO Certificate.
Class III-A-IO Notional Amount: As to the first Distribution Date, the
Original Class III-A-IO Notional Amount and, with respect to each Distribution
Date prior to the Distribution Date in June 2012, an amount equal to the sum of
the Principal Balances of the Class III-A-1 and Class III-A-2 Certificates. On
and after the Distribution Date in June 2012, the Class III-A-IO Notional Amount
will be zero.
Class III-A-IO Pass-Through Rate: With respect to each Distribution Date
occurring prior to the Distribution Date in June 2012, the Class III-A-IO
Pass-Through Rate will be the per annum rate equal to 0.22538908%. On and after
the Distribution Date in June 2012, the Class III-A-IO Pass-Through Rate will be
zero.
Class III-A-M1 Interest: A regular interest in the Middle-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class III-L Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class III-LS Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Middle-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class IV-A-1 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit A-IV-A-1 and Exhibit C hereto.
Class IV-A-1 Certificateholder: The registered holder of a Class IV-A-1
Certificate.
Class IV-A-1 Loss Amount: With respect to any Determination Date after the
Subordination Depletion Date, the amount, if any, by which the Principal Balance
of the Class IV-A-1 Certificates would be reduced as a result of the application
of the third sentence of the definition of Principal Balance.
Class IV-A-1 Pass-Through Rate: With respect to each Distribution Date
occurring prior to the Distribution Date in June 2014, the Class IV-A-1
Pass-Through Rate will be the per annum rate equal to the Net WAC of the Group
IV Mortgage Loans minus 0.47430468%. On and after the Distribution Date in June
2014, the Class IV-A-1 Pass-Through Rate will be a per annum rate equal to the
Net WAC of the Group IV Mortgage Loans.
Class IV-A-2 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit A-IV-A-2 and Exhibit C hereto.
Class IV-A-2 Certificateholder: The registered holder of a Class IV-A-2
Certificate.
Class IV-A-2 Loss Allocation Amount: With respect to any Determination
Date after the Subordination Depletion Date the lesser of (a) the Principal
Balance of the Class IV-A-2 Certificates with respect to such Determination Date
prior to any reduction for the Class IV-A-2 Loss Allocation Amount and (b) the
Class IV-A-1 Loss Amount.
Class IV-A-2 Pass-Through Rate: With respect to each Distribution Date
occurring prior to the Distribution Date in June 2014, the Class IV-A-2
Pass-Through Rate will be the per annum rate equal to the Net WAC of the Group
IV Mortgage Loans minus 0.47430468%. On and after the Distribution Date in June
2014, the Class IV-A-2 Pass-Through Rate will be a per annum rate equal to the
Net WAC of the Group IV Mortgage Loans.
Class IV-A-IO Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit A-IV-A-IO and Exhibit C hereto.
Class IV-A-IO Certificateholder: The registered holder of a Class IV-A-IO
Certificate.
Class IV-A-IO Notional Amount: As to the first Distribution Date, the
Original Class IV-A-IO Notional Amount and, with respect to each Distribution
Date prior to the Distribution Date in June 2014, an amount equal to the sum of
the Principal Balances of the Class IV-A-1 and Class IV-A-2 Certificates. On and
after the Distribution Date in June 2014, the Class IV-A-IO Notional Amount will
be zero.
Class IV-A-IO Pass-Through Rate: With respect to each Distribution Date
occurring prior to the Distribution Date in June 2014, the Class IV-A-IO
Pass-Through Rate will be the per annum rate equal to 0.47430468%. On and after
the Distribution Date in June 2014, the Class IV-A-IO Pass-Through Rate will be
zero.
Class IV-A-M1 Interest: A regular interest in the Middle-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class IV-L Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class IV-LS Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Middle-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class V-A-1 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit A-V-A-1 and Exhibit C hereto.
Class V-A-1 Certificateholder: The registered holder of a Class V-A-1
Certificate.
Class V-A-1 Pass-Through Rate: With respect to each Distribution Date
occurring prior to the Distribution Date in June 2017, the Class V-A-1
Pass-Through Rate will be the per annum rate equal to the Net WAC of the Group V
Mortgage Loans minus 0.52119129%. On and after the Distribution Date in June
2017, the Class V-A-1 Pass-Through Rate will be a per annum rate equal to the
Net WAC of the Group V Mortgage Loans.
Class V-A-IO Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit A-V-A-IO and Exhibit C hereto.
Class V-A-IO Certificateholder: The registered holder of a Class V-A-IO
Certificate.
Class V-A-IO Notional Amount: As to the first Distribution Date, the
Original Class V-A-IO Notional Amount and, with respect to each Distribution
Date prior to the Distribution Date in June 2017, an amount equal to the
Principal Balance of the Class V-A-1 Certificates. On and after the Distribution
Date in June 2017, the Class V-A-IO Notional Amount will be zero.
Class V-A-IO Pass-Through Rate: With respect to each Distribution Date
occurring prior to the Distribution Date in June 2017, the Class V-A-IO
Pass-Through Rate will be the per annum rate equal to 0.52119129%. On and after
the Distribution Date in June 2017, the Class V-A-IO Pass-Through Rate will be
zero.
Class V-A-M1 Interest: A regular interest in the Middle-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class X-X Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class V-LS Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Middle-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iv) hereof.
Class A Certificate: Any of the Group I-A Certificates, Group II-A
Certificates, Group III-A Certificates, Group IV-A Certificates or Group V-A
Certificates.
Class A Certificateholder: The registered holder of a Class A Certificate.
Class A Interest Percentage: As to any Distribution Date and any Class of
Class A Certificates, the percentage calculated by dividing the Interest Accrual
Amount of such Class (determined without regard to clause (ii) of the definition
thereof) by the sum of (a) the Group I-A Interest Accrual Amount, (b) the Group
II-A Interest Accrual Amount, (c) the Group III-A Interest Accrual Amount, (d)
the Group IV-A Interest Accrual Amount and (e) the Group V-A Interest Accrual
Amount.
Class A Pass-Through Rate: As to any Distribution Date and the Class I-A-R
Certificates, the Class A Pass-Through Rate will be a per annum rate equal to
the Net WAC of the Group I Mortgage Loans. As to any Distribution Date and the
Class I-A-1, Class I-A-2, Class I-A-IO, Class II-A-1, Class II-A-2, Class
II-A-IO, Class III-A-1, Class III-A-2, Class III-A-IO, Class IV-A-1, Class
IV-A-2, Class IV-A-IO, Class V-A-1 and Class V-A-IO Certificates, the Class A
Pass-Through Rate will be the Class I-A-1 Pass-Through Rate, Class I-A-2
Pass-Through Rate, Class I-A-IO Pass-Through Rate, Class II-A-1 Pass-Through
Rate, Class II-A-2 Pass-Through Rate, Class II-A-IO Pass-Through Rate, Class
III-A-1 Pass-Through Rate, Class III-A-2 Pass-Through Rate, Class III-A-IO
Pass-Through Rate, Class IV-A-1 Pass-Through Rate, Class IV-A-2 Pass-Through
Rate, Class IV-A-IO Pass-Through Rate, Class V-A-1 Pass-Through Rate or Class
V-A-IO Pass-Through Rate, respectively.
Class A Unpaid Interest Shortfall: As to any Distribution Date and any
Class of Class A Certificates, the amount, if any, by which the aggregate of the
Group I-A Interest Shortfall Amounts, Group II-A Interest Shortfall Amounts,
Group III-A Interest Shortfall Amounts, Group IV-A Interest Shortfall Amounts
and Group V-A Interest Shortfall Amounts for such Class for prior Distribution
Dates is in excess of the amounts distributed in respect of such Class on prior
Distribution Dates pursuant to Paragraph second clause (A), (B), (C), (D) or
(E), as applicable, of Section 4.01(a)(i).
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates, Class B-6 Certificates Class B-7 Certificates or Class B-8
Certificates.
Class B Certificateholder: The registered holder of a Class B Certificate.
Class B Distribution Amount: Any of the Class B-1 Distribution Amount,
Class B-2 Distribution Amount, Class B-3 Distribution Amount, Class B-4
Distribution Amount, Class B-5 Distribution Amount, Class B-6 Distribution
Amount, Class B-7 Distribution Amount or Class B-8 Distribution Amount.
Class B Interest Accrual Amount: With respect to any Distribution Date,
the sum of the Interest Accrual Amounts for the Classes of Class B Certificates
with respect to such Distribution Date.
Class B Interest Percentage: With respect to any Distribution Date and any
Class of Class B Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class B Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Class B Interest Shortfall Amount: Any of the Class B-1 Interest Shortfall
Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest Shortfall
Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest Shortfall
Amount, Class B-6 Interest Shortfall Amount, Class B-7 Interest Shortfall Amount
or Class B-8 Interest Shortfall Amount.
Class B Loan Group I Optimal Principal Amount: Any of the Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7 or Class B-8 Loan
Group I Optimal Principal Amounts.
Class B Loan Group II Optimal Principal Amount: Any of the Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7 or Class B-8
Loan Group II Optimal Principal Amounts.
Class B Loan Group III Optimal Principal Amount: Any of the Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7 or Class B-8
Loan Group III Optimal Principal Amounts.
Class B Loan Group IV Optimal Principal Amount: Any of the Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7 or Class B-8
Loan Group IV Optimal Principal Amounts.
Class B Loan Group V Optimal Principal Amount: Any of the Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7 or Class B-8 Loan
Group V Optimal Principal Amounts.
Class B Loan Group Optimal Principal Amount: Any of the Class B Loan Group
I Optimal Principal Amount, Class B Loan Group II Optimal Principal Amount,
Class B Loan Group III Optimal Principal Amount, Class B Loan Group IV Optimal
Principal Amount or Class B Loan Group V Optimal Principal Amount.
Class B Loss Percentage: With respect to any Determination Date and any
Class of Class B Certificates then outstanding, the percentage calculated by
dividing the Principal Balance of such Class B Certificates by the Class B
Principal Balance (determined without regard to any Principal Balance of any
Class of Class B Certificates not then outstanding), in each case determined as
of the preceding Determination Date.
Class B Optimal Principal Amount: Any of the Class B-1 Optimal Principal
Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount,
Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount, Class
B-6 Optimal Principal Amount Class B-7 Optimal Principal Amount or Class B-8
Optimal Principal Amount.
Class B Pass-Through Rate: As to any Distribution Date, the Class B
Pass-Through Rate will be a per annum rate equal to the weighted average (based
on the Group Subordinate Amount for each Loan Group) of the Net WACs of the Loan
Groups.
Class B Percentage: Any of the Group I Class B-1 Percentage, Group I Class
B-2 Percentage, Group I Class B-3 Percentage, Group I Class B-4 Percentage,
Group I Class B-5 Percentage, Group I Class B-6 Percentage, Group I Class B-7
Percentage, Group I Class B-8 Percentage, Group II Class B-1 Percentage, Group
II Class B-2 Percentage, Group II Class B-3 Percentage, Group II Class B-4
Percentage, Group II Class B-5 Percentage, Group II Class B-6 Percentage, Group
II Class B-7 Percentage, Group II Class B-8 Percentage, Group III Class B-1
Percentage, Group III Class B-2 Percentage, Group III Class B-3 Percentage,
Group III Class B-4 Percentage, Group III Class B-5 Percentage, Group III Class
B-6 Percentage, Group III Class B-7 Percentage, Group III Class B-8 Percentage,
Group IV Class B-1 Percentage, Group IV Class B-2 Percentage, Group IV Class B-3
Percentage, Group IV Class B-4 Percentage, Group IV Class B-5 Percentage, Group
IV Class B-6 Percentage, Group IV Class B-7 Percentage, Group IV Class B-8
Percentage, Group V Class B-1 Percentage, Group V Class B-2 Percentage, Group V
Class B-3 Percentage, Group V Class B-4 Percentage, Group V Class B-5
Percentage, Group V Class B-6 Percentage, Group V Class B-7 Percentage or Group
V Class B-8 Percentage.
Class B Prepayment Percentage: Any of the Group I Class B-1 Prepayment
Percentage, Group I Class B-2 Prepayment Percentage, Group I Class B-3
Prepayment Percentage, Group I Class B-4 Prepayment Percentage, Group I Class
B-5 Prepayment Percentage, Group I Class B-6 Prepayment Percentage, Group I
Class B-7 Prepayment Percentage, Group I Class B-8 Prepayment Percentage, Group
II Class B-1 Prepayment Percentage, Group II Class B-2 Prepayment Percentage,
Group II Class B-3 Prepayment Percentage, Group II Class B-4 Prepayment
Percentage, Group II Class B-5 Prepayment Percentage, Group II Class B-6
Prepayment Percentage, Group II Class B-7 Prepayment Percentage, Group II Class
B-8 Prepayment Percentage, Group III Class B-1 Prepayment Percentage, Group III
Class B-2 Prepayment Percentage, Group III Class B-3 Prepayment Percentage,
Group III Class B-4 Prepayment Percentage, Group III Class B-5 Prepayment
Percentage, Group III Class B-6 Prepayment Percentage, Group III Class B-7
Prepayment Percentage, Group III Class B-8 Prepayment Percentage, Group IV Class
B-1 Prepayment Percentage, Group IV Class B-2 Prepayment Percentage, Group IV
Class B-3 Prepayment Percentage, Group IV Class B-4 Prepayment Percentage, Group
IV Class B-5 Prepayment Percentage, Group IV Class B-6 Prepayment Percentage,
Group IV Class B-7 Prepayment Percentage, Group IV Class B-8 Prepayment
Percentage, Group V Class B-1 Prepayment Percentage, Group V Class B-2
Prepayment Percentage, Group V Class B-3 Prepayment Percentage, Group V Class
B-4 Prepayment Percentage, Group V Class B-5 Prepayment Percentage, Group V
Class B-6 Prepayment Percentage, Group V Class B-7 Prepayment Percentage or
Group V Class B-8 Prepayment Percentage.
Class B Principal Balance: As of any date, an amount equal to the sum of
the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance,
Class B-6 Principal Balance, Class B-7 Principal Balance and Class B-8 Principal
Balance.
Class B Principal Distribution Amount: Any of the Class B-1 Principal
Distribution Amount, Class B-2 Principal Distribution Amount, Class B-3
Principal Distribution Amount, Class B-4 Principal Distribution Amount, Class
B-5 Principal Distribution Amount, Class B-6 Principal Distribution Amount,
Class B-7 Principal Distribution Amount or Class B-8 Principal Distribution
Amount.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid Interest
Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid Interest
Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid Interest
Shortfall, Class B-6 Unpaid Interest Shortfall, Class B-7 Unpaid Interest
Shortfall or Class B-8 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the Paying
Agent and countersigned by the Authenticating Agent in substantially the form
set forth in Exhibit B-1 and Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs first, second and third of Section 4.01(a)(ii).
Class B-1 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-1 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-1 Certificates on such Distribution Date pursuant to Paragraph first
of Section 4.01(a)(ii).
Class B-1 Loan Group I Optimal Principal Amount: As to any Distribution
Date, the Class B-1 Optimal Principal Amount calculated only with respect to
Group I Mortgage Loans and without regard to the proviso thereto.
Class B-1 Loan Group II Optimal Principal Amount: As to any Distribution
Date, the Class B-1 Optimal Principal Amount calculated only with respect to
Group II Mortgage Loans and without regard to the proviso thereto.
Class B-1 Loan Group III Optimal Principal Amount: As to any Distribution
Date, the Class B-1 Optimal Principal Amount calculated only with respect to
Group III Mortgage Loans and without regard to the proviso thereto.
Class B-1 Loan Group IV Optimal Principal Amount: As to any Distribution
Date, the Class B-1 Optimal Principal Amount calculated only with respect to
Group IV Mortgage Loans and without regard to the proviso thereto.
Class B-1 Loan Group V Optimal Principal Amount: As to any Distribution
Date, the Class B-1 Optimal Principal Amount calculated only with respect to
Group V Mortgage Loans and without regard to the proviso thereto.
Class B-1 Optimal Principal Amount: As to any Distribution Date and each
Outstanding Mortgage Loan, an amount equal to the sum of (I) the sum of:
(i) the Group I Class B-1 Percentage (with respect to each such Group I
Mortgage Loan), Group II Class B-1 Percentage (with respect to each such
Group II Mortgage Loan), Group III Class B-1 Percentage (with respect to each
such Group III Mortgage Loan), Group IV Class B-1 Percentage (with respect to
each such Group IV Mortgage Loan) or Group V Class B-1 Percentage (with
respect to each such Group V Mortgage Loan) of the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class B-1 Prepayment Percentage (with respect to each
such Group I Mortgage Loan), Group II Class B-1 Prepayment Percentage (with
respect to each such Group II Mortgage Loan), Group III Class B-1 Prepayment
Percentage (with respect to each such Group III Mortgage Loan), Group IV
Class B-1 Prepayment Percentage (with respect to each such Group IV Mortgage
Loan) or Group V Class B-1 Prepayment Percentage (with respect to each such
Group V Mortgage Loan) of all Unscheduled Principal Receipts (other than
Recoveries) that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Group I Class B-1 Prepayment Percentage (with respect to each
such Group I Mortgage Loan), Group II Class B-1 Prepayment Percentage (with
respect to each such Group II Mortgage Loan), Group III Class B-1 Prepayment
Percentage (with respect to each such Group III Mortgage Loan), Group IV
Class B-1 Prepayment Percentage (with respect to each such Group IV Mortgage
Loan) or Group V Class B-1 Prepayment Percentage (with respect to each such
Group V Mortgage Loan) of the Scheduled Principal Balance of such Mortgage
Loan which, during the one month period ending on the day preceding the
Determination Date for such Distribution Date, was repurchased by the
Depositor pursuant to Section 2.02, 2.03 or 3.08; and
(iv) the Group I Class B-1 Percentage (with respect to each such Group I
Mortgage Loan), Group II Class B-1 Percentage (with respect to each such
Group II Mortgage Loan), Group III Class B-1 Percentage (with respect to each
such Group III Mortgage Loan), Group IV Class B-1 Percentage (with respect to
each such Group IV Mortgage Loan) or Group V Class B-1 Percentage (with
respect to each such Group V Mortgage Loan) of the Substitution Principal
Amount with respect to each Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding the
Determination Date for such Distribution Date, less the amount allocable to
the principal portion of any unreimbursed Periodic Advances previously made
by the applicable Servicer, the Master Servicer or the Trustee in respect of
such Mortgage Loan for which a Mortgage Loan was substituted; and
(II) the Group I Class B-1 Prepayment Percentage, Group II Class B-1 Prepayment
Percentage, Group III Class B-1 Prepayment Percentage, Group IV Class B-1
Prepayment Percentage or Group V Class B-1 Prepayment Percentage, as applicable,
of the Recovery for each Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the Original Class B-1 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-1 Certificates on prior Distribution Dates
(A) pursuant to Paragraph third of Section 4.01(a)(ii) and (B) as a result of a
Principal Adjustment; provided, however, if the Class B-1 Certificates are the
most subordinate Certificates outstanding, the Class B-1 Principal Balance will
equal the difference, if any, between the Aggregate Adjusted Pool Amount as of
the preceding Distribution Date less the Aggregate Class A Principal Balance as
of such Determination Date.
Class B-1 Principal Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraph third of Section 4.01(a)(ii).
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph second of Section 4.01(a)(ii).
Class B-2 Certificate: Any one of the Certificates executed by the Paying
Agent and countersigned by the Authenticating Agent in substantially the form
set forth in Exhibit B-2 and Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs fourth, fifth and sixth of Section 4.01(a)(ii).
Class B-2 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-2 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
fourth of Section 4.01(a)(ii).
Class B-2 Loan Group I Optimal Principal Amount: As to any Distribution
Date, the Class B-2 Optimal Principal Amount calculated only with respect to
Group I Mortgage Loans and without regard to the proviso thereto.
Class B-2 Loan Group II Optimal Principal Amount: As to any Distribution
Date, the Class B-2 Optimal Principal Amount calculated only with respect to
Group II Mortgage Loans and without regard to the proviso thereto.
Class B-2 Loan Group III Optimal Principal Amount: As to any Distribution
Date, the Class B-2 Optimal Principal Amount calculated only with respect to
Group III Mortgage Loans and without regard to the proviso thereto.
Class B-2 Loan Group IV Optimal Principal Amount: As to any Distribution
Date, the Class B-2 Optimal Principal Amount calculated only with respect to
Group IV Mortgage Loans and without regard to the proviso thereto.
Class B-2 Loan Group V Optimal Principal Amount: As to any Distribution
Date, the Class B-2 Optimal Principal Amount calculated only with respect to
Group V Mortgage Loans and without regard to the proviso thereto.
Class B-2 Optimal Principal Amount: As to any Distribution Date and each
Outstanding Mortgage Loan, an amount equal to the sum of (I) the sum of:
(i) the Group I Class B-2 Percentage (with respect to each such Group I
Mortgage Loan), Group II Class B-2 Percentage (with respect to each such
Group II Mortgage Loan), Group III Class B-2 Percentage (with respect to each
such Group III Mortgage Loan), Group IV Class B-2 Percentage (with respect to
each such Group IV Mortgage Loan) or Group V Class B-2 Percentage (with
respect to each such Group V Mortgage Loan) of the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class B-2 Prepayment Percentage (with respect to each
such Group I Mortgage Loan), Group II Class B-2 Prepayment Percentage (with
respect to each such Group II Mortgage Loan), Group III Class B-2 Prepayment
Percentage (with respect to each such Group III Mortgage Loan), Group IV
Class B-2 Prepayment Percentage (with respect to each such Group IV Mortgage
Loan) or Group V Class B-2 Prepayment Percentage (with respect to each such
Group V Mortgage Loan) of all Unscheduled Principal Receipts (other than
Recoveries) that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Group I Class B-2 Prepayment Percentage (with respect to each
such Group I Mortgage Loan), Group II Class B-2 Prepayment Percentage (with
respect to each such Group II Mortgage Loan), Group III Class B-2 Prepayment
Percentage (with respect to each such Group III Mortgage Loan), Group IV
Class B-2 Prepayment Percentage (with respect to each such Group IV Mortgage
Loan) or Group V Class B-2 Prepayment Percentage (with respect to each such
Group V Mortgage Loan) of the Scheduled Principal Balance of such Mortgage
Loan which, during the one month period ending on the day preceding the
Determination Date for such Distribution Date, was repurchased by the
Depositor pursuant to Section 2.02, 2.03 or 3.08; and
(iv) the Group I Class B-2 Percentage (with respect to each such Group I
Mortgage Loan), Group II Class B-2 Percentage (with respect to each such
Group II Mortgage Loan), Group III Class B-2 Percentage (with respect to each
such Group III Mortgage Loan), Group IV Class B-2 Percentage (with respect to
each such Group IV Mortgage Loan) or Group V Class B-2 Percentage (with
respect to each such Group V Mortgage Loan) of the Substitution Principal
Amount with respect to each Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding the
Determination Date for such Distribution Date, less the amount allocable to
the principal portion of any unreimbursed Periodic Advances previously made
by the applicable Servicer, the Master Servicer or the Trustee in respect of
such Mortgage Loan for which a Mortgage Loan was substituted; and
(II) the Group I Class B-2 Prepayment Percentage, Group II Class B-2 Prepayment
Percentage, Group III Class B-2 Prepayment Percentage, Group IV Class B-2
Prepayment Percentage or Group V Class B-2 Prepayment Percentage, as applicable,
of the Recovery for each Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the Original Class B-2 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-2 Certificates on prior Distribution Dates
(A) pursuant to Paragraph sixth of Section 4.01(a)(ii) and (B) as a result of a
Principal Adjustment; provided, however, if the Class B-2 Certificates are the
most subordinate Certificates outstanding, the Class B-2 Principal Balance will
equal the difference, if any, between the Aggregate Adjusted Pool Amount as of
the preceding Distribution Date less the sum of the Aggregate Class A Principal
Balance and the Class B-1 Principal Balance as of such Determination Date.
Class B-2 Principal Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraph sixth of Section 4.01(a)(ii).
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph fifth of Section 4.01(a)(ii).
Class B-3 Certificate: Any one of the Certificates executed by the Paying
Agent and countersigned by the Authenticating Agent in substantially the form
set forth in Exhibit B-3 and Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs seventh, eighth and ninth of Section 4.01(a)(ii).
Class B-3 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-3 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
seventh of Section 4.01(a)(ii).
Class B-3 Loan Group I Optimal Principal Amount: As to any Distribution
Date, the Class B-3 Optimal Principal Amount calculated only with respect to
Group I Mortgage Loans and without regard to the proviso thereto.
Class B-3 Loan Group II Optimal Principal Amount: As to any Distribution
Date, the Class B-3 Optimal Principal Amount calculated only with respect to
Group II Mortgage Loans and without regard to the proviso thereto.
Class B-3 Loan Group III Optimal Principal Amount: As to any Distribution
Date, the Class B-3 Optimal Principal Amount calculated only with respect to
Group III Mortgage Loans and without regard to the proviso thereto.
Class B-3 Loan Group IV Optimal Principal Amount: As to any Distribution
Date, the Class B-3 Optimal Principal Amount calculated only with respect to
Group IV Mortgage Loans and without regard to the proviso thereto.
Class B-3 Loan Group V Optimal Principal Amount: As to any Distribution
Date, the Class B-3 Optimal Principal Amount calculated only with respect to
Group V Mortgage Loans and without regard to the proviso thereto.
Class B-3 Optimal Principal Amount: As to any Distribution Date and each
Outstanding Mortgage Loan, an amount equal to the sum of (I) the sum of:
(i) the Group I Class B-3 Percentage (with respect to each such Group I
Mortgage Loan), Group II Class B-3 Percentage (with respect to each such
Group II Mortgage Loan), Group III Class B-3 Percentage (with respect to each
such Group III Mortgage Loan), Group IV Class B-3 Percentage (with respect to
each such Group IV Mortgage Loan) or Group V Class B-3 Percentage (with
respect to each such Group V Mortgage Loan) of the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class B-3 Prepayment Percentage (with respect to each
such Group I Mortgage Loan), Group II Class B-3 Prepayment Percentage (with
respect to each such Group II Mortgage Loan), Group III Class B-3 Prepayment
Percentage (with respect to each such Group III Mortgage Loan), Group IV
Class B-3 Prepayment Percentage (with respect to each such Group IV Mortgage
Loan) or Group V Class B-3 Prepayment Percentage (with respect to each such
Group V Mortgage Loan) of all Unscheduled Principal Receipts (other than
Recoveries) that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Group I Class B-3 Prepayment Percentage (with respect to each
such Group I Mortgage Loan), Group II Class B-3 Prepayment Percentage (with
respect to each such Group II Mortgage Loan), Group III Class B-3 Prepayment
Percentage (with respect to each such Group III Mortgage Loan), Group IV
Class B-3 Prepayment Percentage (with respect to each such Group IV Mortgage
Loan) or Group V Class B-3 Prepayment Percentage (with respect to each such
Group V Mortgage Loan) of the Scheduled Principal Balance of such Mortgage
Loan which, during the one month period ending on the day preceding the
Determination Date for such Distribution Date, was repurchased by the
Depositor pursuant to Section 2.02, 2.03 or 3.08; and
(iv) the Group I Class B-3 Percentage (with respect to each such Group I
Mortgage Loan), Group II Class B-3 Percentage (with respect to each such
Group II Mortgage Loan), Group III Class B-3 Percentage (with respect to each
such Group III Mortgage Loan), Group IV Class B-3 Percentage (with respect to
each such Group IV Mortgage Loan) or Group V Class B-3 Percentage (with
respect to each such Group V Mortgage Loan) of the Substitution Principal
Amount with respect to each Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding the
Determination Date for such Distribution Date, less the amount allocable to
the principal portion of any unreimbursed Periodic Advances previously made
by the applicable Servicer, the Master Servicer or the Trustee in respect of
such Mortgage Loan for which a Mortgage Loan was substituted; and
(II) the Group I Class B-3 Prepayment Percentage, Group II Class B-3 Prepayment
Percentage, Group III Class B-3 Prepayment Percentage, Group IV Class B-3
Prepayment Percentage or Group V Class B-3 Prepayment Percentage, as applicable,
of the Recovery for each Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the Original Class B-3 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-3 Certificates on prior Distribution Dates
(A) pursuant to Paragraph ninth of Section 4.01(a)(ii) and (B) as a result of a
Principal Adjustment; provided, however, if the Class B-3 Certificates are the
most subordinate Certificates outstanding, the Class B-3 Principal Balance will
equal the difference, if any, between the Aggregate Adjusted Pool Amount as of
the preceding Distribution Date less the sum of the Aggregate Class A Principal
Balance, the Class B-1 Principal Balance and the Class B-2 Principal Balance as
of such Determination Date.
Class B-3 Principal Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraph ninth of Section 4.01(a)(ii).
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph eighth of Section 4.01(a)(ii).
Class B-4 Certificate: Any one of the Certificates executed by the Paying
Agent and countersigned by the Authenticating Agent in substantially the form
set forth in Exhibit B-4 and Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs tenth, eleventh and twelfth of Section 4.01(a)(ii).
Class B-4 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-4 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-4 Certificates on such Distribution Date pursuant to Paragraph tenth
of Section 4.01(a)(ii).
Class B-4 Loan Group I Optimal Principal Amount: As to any Distribution
Date, the Class B-4 Optimal Principal Amount calculated only with respect to
Group I Mortgage Loans and without regard to the proviso thereto.
Class B-4 Loan Group II Optimal Principal Amount: As to any Distribution
Date, the Class B-4 Optimal Principal Amount calculated only with respect to
Group II Mortgage Loans and without regard to the proviso thereto.
Class B-4 Loan Group III Optimal Principal Amount: As to any Distribution
Date, the Class B-4 Optimal Principal Amount calculated only with respect to
Group III Mortgage Loans and without regard to the proviso thereto.
Class B-4 Loan Group IV Optimal Principal Amount: As to any Distribution
Date, the Class B-4 Optimal Principal Amount calculated only with respect to
Group IV Mortgage Loans and without regard to the proviso thereto.
Class B-4 Loan Group V Optimal Principal Amount: As to any Distribution
Date, the Class B-4 Optimal Principal Amount calculated only with respect to
Group V Mortgage Loans and without regard to the proviso thereto.
Class B-4 Optimal Principal Amount: As to any Distribution Date and each
Outstanding Mortgage Loan, an amount equal to the sum of (I) the sum of:
(i) the Group I Class B-4 Percentage (with respect to each such Group I
Mortgage Loan), Group II Class B-4 Percentage (with respect to each such
Group II Mortgage Loan), Group III Class B-4 Percentage (with respect to each
such Group III Mortgage Loan), Group IV Class B-4 Percentage (with respect to
each such Group IV Mortgage Loan) or Group V Class B-4 Percentage (with
respect to each such Group V Mortgage Loan) of the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class B-4 Prepayment Percentage (with respect to each
such Group I Mortgage Loan), Group II Class B-4 Prepayment Percentage (with
respect to each such Group II Mortgage Loan), Group III Class B-4 Prepayment
Percentage (with respect to each such Group III Mortgage Loan), Group IV
Class B-4 Prepayment Percentage (with respect to each such Group IV Mortgage
Loan) or Group V Class B-4 Prepayment Percentage (with respect to each such
Group V Mortgage Loan) of all Unscheduled Principal Receipts (other than
Recoveries) that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Group I Class B-4 Prepayment Percentage (with respect to each
such Group I Mortgage Loan), Group II Class B-4 Prepayment Percentage (with
respect to each such Group II Mortgage Loan), Group III Class B-4 Prepayment
Percentage (with respect to each such Group III Mortgage Loan), Group IV
Class B-4 Prepayment Percentage (with respect to each such Group IV Mortgage
Loan) or Group V Class B-4 Prepayment Percentage (with respect to each such
Group V Mortgage Loan) of the Scheduled Principal Balance of such Mortgage
Loan which, during the one month period ending on the day preceding the
Determination Date for such Distribution Date, was repurchased by the
Depositor pursuant to Section 2.02, 2.03 or 3.08; and
(iv) the Group I Class B-4 Percentage (with respect to each such Group I
Mortgage Loan), Group II Class B-4 Percentage (with respect to each such
Group II Mortgage Loan), Group III Class B-4 Percentage (with respect to each
such Group III Mortgage Loan), Group IV Class B-4 Percentage (with respect to
each such Group IV Mortgage Loan) or Group V Class B-4 Percentage (with
respect to each such Group V Mortgage Loan) of the Substitution Principal
Amount with respect to each Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding the
Determination Date for such Distribution Date, less the amount allocable to
the principal portion of any unreimbursed Periodic Advances previously made
by the applicable Servicer, the Master Servicer or the Trustee in respect of
such Mortgage Loan for which a Mortgage Loan was substituted; and
(II) the Group I Class B-4 Prepayment Percentage, Group II Class B-4 Prepayment
Percentage, Group III Class B-4 Prepayment Percentage, Group IV Class B-4
Prepayment Percentage or Group V Class B-4 Prepayment Percentage, as applicable,
of the Recovery for each Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the Original Class B-4 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-4 Certificates on prior Distribution Dates
(A) pursuant to Paragraph twelfth of Section 4.01(a)(ii) and (B) as a result of
a Principal Adjustment; provided, however, if the Class B-4 Certificates are the
most subordinate Certificates outstanding, the Class B-4 Principal Balance will
equal the difference, if any, between the Aggregate Adjusted Pool Amount as of
the preceding Distribution Date less the sum of the Aggregate Class A Principal
Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance and
the Class B-3 Principal Balance as of such Determination Date.
Class B-4 Principal Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraph twelfth of Section 4.01(a)(ii).
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph eleventh of Section 4.01(a)(ii).
Class B-5 Certificate: Any one of the Certificates executed by the Paying
Agent and countersigned by the Authenticating Agent in substantially the form
set forth in Exhibit B-5 and Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs thirteenth, fourteenth and fifteenth of Section 4.01(a)(ii).
Class B-5 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-5 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
thirteenth of Section 4.01(a)(ii).
Class B-5 Loan Group I Optimal Principal Amount: As to any Distribution
Date, the Class B-5 Optimal Principal Amount calculated only with respect to
Group I Mortgage Loans and without regard to the proviso thereto.
Class B-5 Loan Group II Optimal Principal Amount: As to any Distribution
Date, the Class B-5 Optimal Principal Amount calculated only with respect to
Group II Mortgage Loans and without regard to the proviso thereto.
Class B-5 Loan Group III Optimal Principal Amount: As to any Distribution
Date, the Class B-5 Optimal Principal Amount calculated only with respect to
Group III Mortgage Loans and without regard to the proviso thereto.
Class B-5 Loan Group IV Optimal Principal Amount: As to any Distribution
Date, the Class B-5 Optimal Principal Amount calculated only with respect to
Group IV Mortgage Loans and without regard to the proviso thereto.
Class B-5 Loan Group V Optimal Principal Amount: As to any Distribution
Date, the Class B-5 Optimal Principal Amount calculated only with respect to
Group V Mortgage Loans and without regard to the proviso thereto.
Class B-5 Optimal Principal Amount: As to any Distribution Date and each
Outstanding Mortgage Loan, an amount equal to the sum of (I) the sum of:
(i) the Group I Class B-5 Percentage (with respect to each such Group I
Mortgage Loan), Group II Class B-5 Percentage (with respect to each such
Group II Mortgage Loan), Group III Class B-5 Percentage (with respect to each
such Group III Mortgage Loan), Group IV Class B-5 Percentage (with respect to
each such Group IV Mortgage Loan) or Group V Class B-5 Percentage (with
respect to each such Group V Mortgage Loan) of the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class B-5 Prepayment Percentage (with respect to each
such Group I Mortgage Loan), Group II Class B-5 Prepayment Percentage (with
respect to each such Group II Mortgage Loan), Group III Class B-5 Prepayment
Percentage (with respect to each such Group III Mortgage Loan), Group IV
Class B-5 Prepayment Percentage (with respect to each such Group IV Mortgage
Loan) or Group V Class B-5 Prepayment Percentage (with respect to each such
Group V Mortgage Loan) of all Unscheduled Principal Receipts (other than
Recoveries) that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Group I Class B-5 Prepayment Percentage (with respect to each
such Group I Mortgage Loan), Group II Class B-5 Prepayment Percentage (with
respect to each such Group II Mortgage Loan), Group III Class B-5 Prepayment
Percentage (with respect to each such Group III Mortgage Loan), Group IV
Class B-5 Prepayment Percentage (with respect to each such Group IV Mortgage
Loan) or Group V Class B-5 Prepayment Percentage (with respect to each such
Group V Mortgage Loan) of the Scheduled Principal Balance of such Mortgage
Loan which, during the one month period ending on the day preceding the
Determination Date for such Distribution Date, was repurchased by the
Depositor pursuant to Section 2.02, 2.03 or 3.08; and
(iv) the Group I Class B-5 Percentage (with respect to each such Group I
Mortgage Loan), Group II Class B-5 Percentage (with respect to each such
Group II Mortgage Loan), Group III Class B-5 Percentage (with respect to each
such Group III Mortgage Loan), Group IV Class B-5 Percentage (with respect to
each such Group IV Mortgage Loan) or Group V Class B-5 Percentage (with
respect to each such Group V Mortgage Loan) of the Substitution Principal
Amount with respect to each Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding the
Determination Date for such Distribution Date, less the amount allocable to
the principal portion of any unreimbursed Periodic Advances previously made
by the applicable Servicer, the Master Servicer or the Trustee in respect of
such Mortgage Loan for which a Mortgage Loan was substituted; and
(II) the Group I Class B-5 Prepayment Percentage, Group II Class B-5 Prepayment
Percentage, Group III Class B-5 Prepayment Percentage, Group IV Class B-5
Prepayment Percentage or Group V Class B-5 Prepayment Percentage, as applicable,
of the Recovery for each Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the Original Class B-5 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-5 Certificates on prior Distribution Dates
(A) pursuant to Paragraph fifteenth of Section 4.01(a)(ii) and (B) as a result
of a Principal Adjustment; provided, however, if the Class B-5 Certificates are
the most subordinate Certificates outstanding, the Class B-5 Principal Balance
will equal the difference, if any, between the Aggregate Adjusted Pool Amount as
of the preceding Distribution Date less the sum of the Aggregate Class A
Principal Balance, the Class B-1 Principal Balance, the Class B-2 Principal
Balance, the Class B-3 Principal Balance and the Class B-4 Principal Balance as
of such Determination Date.
Class B-5 Principal Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraph fifteenth of Section 4.01(a)(ii).
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph fourteenth of Section 4.01(a)(ii).
Class B-6 Certificate: Any one of the Certificates executed by the Paying
Agent and countersigned by the Authenticating Agent in substantially the form
set forth in Exhibit B-6 and Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs sixteenth, seventeenth and eighteenth of Section 4.01(a)(ii).
Class B-6 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-6 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
sixteenth of Section 4.01(a)(ii).
Class B-6 Loan Group I Optimal Principal Amount: As to any Distribution
Date, the Class B-6 Optimal Principal Amount calculated only with respect to
Group I Mortgage Loans and without regard to the proviso thereto.
Class B-6 Loan Group II Optimal Principal Amount: As to any Distribution
Date, the Class B-6 Optimal Principal Amount calculated only with respect to
Group II Mortgage Loans and without regard to the proviso thereto.
Class B-6 Loan Group III Optimal Principal Amount: As to any Distribution
Date, the Class B-6 Optimal Principal Amount calculated only with respect to
Group III Mortgage Loans and without regard to the proviso thereto.
Class B-6 Loan Group IV Optimal Principal Amount: As to any Distribution
Date, the Class B-6 Optimal Principal Amount calculated only with respect to
Group IV Mortgage Loans and without regard to the proviso thereto.
Class B-6 Loan Group V Optimal Principal Amount: As to any Distribution
Date, the Class B-6 Optimal Principal Amount calculated only with respect to
Group V Mortgage Loans and without regard to the proviso thereto.
Class B-6 Optimal Principal Amount: As to any Distribution Date and each
Outstanding Mortgage Loan, an amount equal to the sum of (I) the sum of:
(i) the Group I Class B-6 Percentage (with respect to each such Group I
Mortgage Loan), Group II Class B-6 Percentage (with respect to each such
Group II Mortgage Loan), Group III Class B-6 Percentage (with respect to each
such Group III Mortgage Loan), Group IV Class B-6 Percentage (with respect to
each such Group IV Mortgage Loan) or Group V Class B-6 Percentage (with
respect to each such Group V Mortgage Loan) of the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class B-6 Prepayment Percentage (with respect to each
such Group I Mortgage Loan), Group II Class B-6 Prepayment Percentage (with
respect to each such Group II Mortgage Loan), Group III Class B-6 Prepayment
Percentage (with respect to each such Group III Mortgage Loan), Group IV
Class B-6 Prepayment Percentage (with respect to each such Group IV Mortgage
Loan) or Group V Class B-6 Prepayment Percentage (with respect to each such
Group V Mortgage Loan) of all Unscheduled Principal Receipts (other than
Recoveries) that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Group I Class B-6 Prepayment Percentage (with respect to each
such Group I Mortgage Loan), Group II Class B-6 Prepayment Percentage (with
respect to each such Group II Mortgage Loan), Group III Class B-6 Prepayment
Percentage (with respect to each such Group III Mortgage Loan), Group IV
Class B-6 Prepayment Percentage (with respect to each such Group IV Mortgage
Loan) or Group V Class B-6 Prepayment Percentage (with respect to each such
Group V Mortgage Loan) of the Scheduled Principal Balance of such Mortgage
Loan which, during the one month period ending on the day preceding the
Determination Date for such Distribution Date, was repurchased by the
Depositor pursuant to Section 2.02, 2.03 or 3.08; and
(iv) the Group I Class B-6 Percentage (with respect to each such Group I
Mortgage Loan), Group II Class B-6 Percentage (with respect to each such
Group II Mortgage Loan), Group III Class B-6 Percentage (with respect to each
such Group III Mortgage Loan), Group IV Class B-6 Percentage (with respect to
each such Group IV Mortgage Loan) or Group V Class B-6 Percentage (with
respect to each such Group V Mortgage Loan) of the Substitution Principal
Amount with respect to each Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding the
Determination Date for such Distribution Date, less the amount allocable to
the principal portion of any unreimbursed Periodic Advances previously made
by the applicable Servicer, the Master Servicer or the Trustee in respect of
such Mortgage Loan for which a Mortgage Loan was substituted; and
(II) the Group I Class B-6 Prepayment Percentage, Group II Class B-6 Prepayment
Percentage, Group III Class B-6 Prepayment Percentage, Group IV Class B-6
Prepayment Percentage or Group V Class B-6 Prepayment Percentage, as applicable,
of the Recovery for each Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Principal Balance: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the Original Class B-6 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-6 Certificates on prior Distribution Dates
(A) pursuant to Paragraph eighteenth of Section 4.01(a)(ii) and (B) as a result
of a Principal Adjustment; provided, however, if the Class B-6 Certificates are
the most subordinate Certificates outstanding, the Class B-6 Principal Balance
will equal the difference, if any, between the Aggregate Adjusted Pool Amount as
of the preceding Distribution Date less the sum of the Aggregate Class A
Principal Balance, the Class B-1 Principal Balance, the Class B-2 Principal
Balance, the Class B-3 Principal Balance, the Class B-4 Principal Balance and
the Class B-5 Principal Balance as of such Determination Date.
Class B-6 Principal Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraph eighteenth of Section 4.01(a)(ii).
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph seventeenth of Section 4.01(a)(ii).
Class B-7 Certificate: Any one of the Certificates executed by the Paying
Agent and countersigned by the Authenticating Agent in substantially the form
set forth in Exhibit B-7 and Exhibit C hereto.
Class B-7 Certificateholder: The registered holder of a Class B-7
Certificate.
Class B-7 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-7 Certificates pursuant to
Paragraphs nineteenth, twentieth and twenty-first of Section 4.01(a)(ii).
Class B-7 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-7 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-7 Certificates on such Distribution Date pursuant to Paragraph
nineteenth of Section 4.01(a)(ii).
Class B-7 Loan Group I Optimal Principal Amount: As to any Distribution
Date, the Class B-7 Optimal Principal Amount calculated only with respect to
Group I Mortgage Loans and without regard to the proviso thereto.
Class B-7 Loan Group II Optimal Principal Amount: As to any Distribution
Date, the Class B-7 Optimal Principal Amount calculated only with respect to
Group II Mortgage Loans and without regard to the proviso thereto.
Class B-7 Loan Group III Optimal Principal Amount: As to any Distribution
Date, the Class B-7 Optimal Principal Amount calculated only with respect to
Group III Mortgage Loans and without regard to the proviso thereto.
Class B-7 Loan Group IV Optimal Principal Amount: As to any Distribution
Date, the Class B-7 Optimal Principal Amount calculated only with respect to
Group IV Mortgage Loans and without regard to the proviso thereto.
Class B-7 Loan Group V Optimal Principal Amount: As to any Distribution
Date, the Class B-7 Optimal Principal Amount calculated only with respect to
Group V Mortgage Loans and without regard to the proviso thereto.
Class B-7 Optimal Principal Amount: As to any Distribution Date and each
Outstanding Mortgage Loan, an amount equal to the sum of (I) the sum of:
(i) the Group I Class B-7 Percentage (with respect to each such Group I
Mortgage Loan), Group II Class B-7 Percentage (with respect to each such
Group II Mortgage Loan), Group III Class B-7 Percentage (with respect to each
such Group III Mortgage Loan), Group IV Class B-7 Percentage (with respect to
each such Group IV Mortgage Loan) or Group V Class B-7 Percentage (with
respect to each such Group V Mortgage Loan) of the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class B-7 Prepayment Percentage (with respect to each
such Group I Mortgage Loan), Group II Class B-7 Prepayment Percentage (with
respect to each such Group II Mortgage Loan), Group III Class B-7 Prepayment
Percentage (with respect to each such Group III Mortgage Loan), Group IV
Class B-7 Prepayment Percentage (with respect to each such Group IV Mortgage
Loan) or Group V Class B-7 Prepayment Percentage (with respect to each such
Group V Mortgage Loan) of all Unscheduled Principal Receipts (other than
Recoveries) that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Group I Class B-7 Prepayment Percentage (with respect to each
such Group I Mortgage Loan), Group II Class B-7 Prepayment Percentage (with
respect to each such Group II Mortgage Loan), Group III Class B-7 Prepayment
Percentage (with respect to each such Group III Mortgage Loan), Group IV
Class B-7 Prepayment Percentage (with respect to each such Group IV Mortgage
Loan) or Group V Class B-7 Prepayment Percentage (with respect to each such
Group V Mortgage Loan) of the Scheduled Principal Balance of such Mortgage
Loan which, during the one month period ending on the day preceding the
Determination Date for such Distribution Date, was repurchased by the
Depositor pursuant to Section 2.02, 2.03 or 3.08; and
(iv) the Group I Class B-7 Percentage (with respect to each such Group I
Mortgage Loan), Group II Class B-7 Percentage (with respect to each such
Group II Mortgage Loan), Group III Class B-7 Percentage (with respect to each
such Group III Mortgage Loan), Group IV Class B-7 Percentage (with respect to
each such Group IV Mortgage Loan) or Group V Class B-7 Percentage (with
respect to each such Group V Mortgage Loan) of the Substitution Principal
Amount with respect to each Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding the
Determination Date for such Distribution Date, less the amount allocable to
the principal portion of any unreimbursed Periodic Advances previously made
by the applicable Servicer, the Master Servicer or the Trustee in respect of
such Mortgage Loan for which a Mortgage Loan was substituted; and
(II) the Group I Class B-7 Prepayment Percentage, Group II Class B-7 Prepayment
Percentage, Group III Class B-7 Prepayment Percentage, Group IV Class B-7
Prepayment Percentage or Group V Class B-7 Prepayment Percentage, as applicable,
of the Recovery for each Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-7 Optimal Principal Amount
will equal the lesser of (A) the Class B-7 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-7 Certificates.
Class B-7 Principal Balance: As to the first Determination Date, the
Original Class B-7 Principal Balance. As of any subsequent Determination Date,
the Original Class B-7 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-7 Certificates on prior Distribution Dates
(A) pursuant to Paragraph twenty-first of Section 4.01(a)(ii) and (B) as a
result of a Principal Adjustment; provided, however, if the Class B-7
Certificates are the most subordinate Certificates outstanding, the Class B-7
Principal Balance will equal the difference, if any, between the Aggregate
Adjusted Pool Amount as of the preceding Distribution Date less the sum of the
Aggregate Class A Principal Balance, the Class B-1 Principal Balance, the Class
B-2 Principal Balance, the Class B-3 Principal Balance, the Class B-4 Principal
Balance, the Class B-5 Principal Balance and the Class B-6 Principal Balance as
of such Determination Date.
Class B-7 Principal Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-7 Certificates pursuant to
Paragraph twenty-first of Section 4.01(a)(ii).
Class B-7 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-7 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-7 Certificates on prior Distribution Dates pursuant to
Paragraph twentieth of Section 4.01(a)(ii).
Class B-8 Certificate: Any one of the Certificates executed by the Paying
Agent and countersigned by the Authenticating Agent in substantially the form
set forth in Exhibit B-8 and Exhibit C hereto.
Class B-8 Certificateholder: The registered holder of a Class B-8
Certificate.
Class B-8 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-8 Certificates pursuant to
Paragraphs twenty-second, twenty-third and twenty-fourth of Section 4.01(a)(ii).
Class B-8 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-8 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-8 Certificates on such Distribution Date pursuant to Paragraph
twenty-second of Section 4.01(a)(ii).
Class B-8 Loan Group I Optimal Principal Amount: As to any Distribution
Date, the Class B-8 Optimal Principal Amount calculated only with respect to
Group I Mortgage Loans and without regard to the proviso thereto.
Class B-8 Loan Group II Optimal Principal Amount: As to any Distribution
Date, the Class B-8 Optimal Principal Amount calculated only with respect to
Group II Mortgage Loans and without regard to the proviso thereto.
Class B-8 Loan Group III Optimal Principal Amount: As to any Distribution
Date, the Class B-8 Optimal Principal Amount calculated only with respect to
Group III Mortgage Loans and without regard to the proviso thereto.
Class B-8 Loan Group IV Optimal Principal Amount: As to any Distribution
Date, the Class B-8 Optimal Principal Amount calculated only with respect to
Group IV Mortgage Loans and without regard to the proviso thereto.
Class B-8 Loan Group V Optimal Principal Amount: As to any Distribution
Date, the Class B-8 Optimal Principal Amount calculated only with respect to
Group V Mortgage Loans and without regard to the proviso thereto.
Class B-8 Optimal Principal Amount: As to any Distribution Date and each
Outstanding Mortgage Loan, an amount equal to the sum of (I) the sum of:
(i) the Group I Class B-8 Percentage (with respect to each such Group I
Mortgage Loan), Group II Class B-8 Percentage (with respect to each such
Group II Mortgage Loan), Group III Class B-8 Percentage (with respect to each
such Group III Mortgage Loan), Group IV Class B-8 Percentage (with respect to
each such Group IV Mortgage Loan) or Group V Class B-8 Percentage (with
respect to each such Group V Mortgage Loan) of the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class B-8 Prepayment Percentage (with respect to each
such Group I Mortgage Loan), Group II Class B-8 Prepayment Percentage (with
respect to each such Group II Mortgage Loan), Group III Class B-8 Prepayment
Percentage (with respect to each such Group III Mortgage Loan), Group IV
Class B-8 Prepayment Percentage (with respect to each such Group IV Mortgage
Loan) or Group V Class B-8 Prepayment Percentage (with respect to each such
Group V Mortgage Loan) of all Unscheduled Principal Receipts (other than
Recoveries) that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Group I Class B-8 Prepayment Percentage (with respect to each
such Group I Mortgage Loan), Group II Class B-8 Prepayment Percentage (with
respect to each such Group II Mortgage Loan), Group III Class B-8 Prepayment
Percentage (with respect to each such Group III Mortgage Loan), Group IV
Class B-8 Prepayment Percentage (with respect to each such Group IV Mortgage
Loan) or Group V Class B-8 Prepayment Percentage (with respect to each such
Group V Mortgage Loan) of the Scheduled Principal Balance of such Mortgage
Loan which, during the one month period ending on the day preceding the
Determination Date for such Distribution Date, was repurchased by the
Depositor pursuant to Section 2.02, 2.03 or 3.08; and
(iv) the Group I Class B-8 Percentage (with respect to each such Group I
Mortgage Loan), Group II Class B-8 Percentage (with respect to each such
Group II Mortgage Loan), Group III Class B-8 Percentage (with respect to each
such Group III Mortgage Loan), Group IV Class B-8 Percentage (with respect to
each such Group IV Mortgage Loan) or Group V Class B-8 Percentage (with
respect to each such Group V Mortgage Loan) of the Substitution Principal
Amount with respect to each Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding the
Determination Date for such Distribution Date, less the amount allocable to
the principal portion of any unreimbursed Periodic Advances previously made
by the applicable Servicer, the Master Servicer or the Trustee in respect of
such Mortgage Loan for which a Mortgage Loan was substituted; and
(II) the Group I Class B-8 Prepayment Percentage, Group II Class B-8 Prepayment
Percentage, Group III Class B-8 Prepayment Percentage, Group IV Class B-8
Prepayment Percentage or Group V Class B-8 Prepayment Percentage, as applicable,
of the Recovery for each Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-8 Optimal Principal Amount
will equal the lesser of (A) the Class B-8 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-8 Certificates.
Class B-8 Principal Balance: As to the first Determination Date, the
Original Class B-8 Principal Balance. As of any subsequent Determination Date,
the Class B-8 Principal Balance will equal the difference, if any, between the
Aggregate Adjusted Pool Amount as of the preceding Distribution Date less the
sum of the Aggregate Class A Principal Balance, the Class B-1 Principal Balance,
the Class B-2 Principal Balance, the Class B-3 Principal Balance, the Class B-4
Principal Balance, the Class B-5 Principal Balance, the Class B-6 Principal
Balance and the Class B-7 Principal Balance as of such Determination Date.
Class B-8 Principal Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-8 Certificates pursuant to
Paragraph twenty-fourth of Section 4.01(a)(ii).
Class B-8 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-8 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-8 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-third of Section 4.01(a)(ii).
Class B-M1 Interest: A regular interest in the Middle-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class B-M2 Interest: A regular interest in the Middle-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class B-M3 Interest: A regular interest in the Middle-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class B-M4 Interest: A regular interest in the Middle-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class B-M5 Interest: A regular interest in the Middle-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class B-M6 Interest: A regular interest in the Middle-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class B-M7 Interest: A regular interest in the Middle-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class B-M8 Interest: A regular interest in the Middle-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act. The initial Clearing Agency shall
be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial institution
or other Person for whom a Clearing Agency effects book-entry transfers of
securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as set
forth in Section 11.16.
Code: The Internal Revenue Code of 1986, as it may be amended from time to
time, any successor statutes thereto, and applicable U.S. Department of the
Treasury temporary or final regulations promulgated thereunder.
Commission: The United States Securities and Exchange Commission.
Compensating Interest: With respect to any Distribution Date, the least of
(a) the aggregate Prepayment Interest Shortfall on the Mortgage Loans for such
Distribution Date, (b) the product of (i) 1/12th of 0.20% and (ii) the Pool
Scheduled Principal Balance for such Distribution Date and (c) the Available
Master Servicing Compensation for such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing corporations.
Corporate Trust Office: With respect to (a) the Trustee, the office of the
Trustee at which at any particular time its duties under this Agreement shall be
administered, which office, at the date of the execution of this instrument, is
located at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: CTLA -
Structured Finance, WFALT 2007-PA4 and (b) the Paying Agent, Certificate
Registrar and Authenticating Agent, for Certificate transfer purposes at Xxxxx
Fargo Center, Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000
Attn: Corporate Trust Services--WFALT 2007-PA4, and for all other purposes at
0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000 Attn: Corporate Trust
Services--WFALT 2007-PA4.
Corresponding Upper-Tier Class or Classes: As to each of the following
Uncertificated Middle-Tier Interests, the Corresponding Upper-Tier Class or
Classes as follows:
Uncertificated Middle-Tier Interest Corresponding Upper-Tier Class or
Classes
Class I-A-M1 Interest Class I-A-1, Class I-A-2 and Class
I-A-IO Certificates
Class I-A-MUR Interest Class I-A-R Interest
Class II-A-M1 Interest Class II-A-1, Class II-A-2 and Class
II-A-IO Certificates
Class III-A-M1 Interest Class III-A-1, Class III-A-2 and Class
III-A-IO Certificates
Class IV-A-M1 Interest Class IV-A-1, Class IV-A-2 and Class
IV-A-IO Certificates
Class V-A-M1 Interest Class V-A-1 and Class V-A-IO
Certificates
Class B-M1 Interest Class B-1 Certificates
Class B-M2 Interest Class B-2 Certificates
Class B-M3 Interest Class B-3 Certificates
Class B-M4 Interest Class B-4 Certificates
Class B-M5 Interest Class B-5 Certificates
Class B-M6 Interest Class B-6 Certificates
Class B-M7 Interest Class B-7 Certificates
Class B-M8 Interest Class B-8 Certificates
Current Class B Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs first, fourth, seventh, tenth, thirteenth, sixteenth,
nineteenth and twenty-second of Section 4.01(a)(ii) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5, Class B-6, Class B-7 and Class B-8 Certificates by the Aggregate Principal
Balance. As to the first Distribution Date, the Original Class B-1 Fractional
Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5, Class
B-6, Class B-7 and Class B-8 Certificates by the Aggregate Principal Balance. As
to the first Distribution Date, the Original Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5, Class B-6, Class
B-7 and Class B-8 Certificates by the Aggregate Principal Balance. As to the
first Distribution Date, the Original Class B-3 Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5, Class B-6, Class B-7 and
Class B-8 Certificates by the Aggregate Principal Balance. As to the first
Distribution Date, the Original Class B-4 Fractional Interest.
Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balances of the Class B-6, Class B-7 and Class B-8 Certificates by
the Aggregate Principal Balance. As to the first Distribution Date, the Original
Class B-5 Fractional Interest.
Current Class B-6 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balances of the Class B-7 and Class B-8 Certificates by the
Aggregate Principal Balance. As to the first Distribution Date, the Original
Class B-6 Fractional Interest.
Current Class B-7 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-8 Certificates by the Aggregate Principal
Balance. As to the first Distribution Date, the Original Class B-7 Fractional
Interest.
Current Group I-A Interest Distribution Amount: As to any Distribution
Date, the amount allocated in respect of the Classes of Group I-A Certificates
pursuant to Paragraph first clause (A) of Section 4.01(a)(i) on such
Distribution Date.
Current Group II-A Interest Distribution Amount: As to any Distribution
Date, the amount allocated in respect of the Classes of Group II-A Certificates
pursuant to Paragraph first clause (B) of Section 4.01(a)(i) on such
Distribution Date.
Current Group III-A Interest Distribution Amount: As to any Distribution
Date, the amount allocated in respect of the Classes of Group III-A Certificates
pursuant to Paragraph first clause (C) of Section 4.01(a)(i) on such
Distribution Date.
Current Group IV-A Interest Distribution Amount: As to any Distribution
Date, the amount allocated in respect of the Classes of Group IV-A Certificates
pursuant to Paragraph first clause (D) of Section 4.01(a)(i) on such
Distribution Date.
Current Group V-A Interest Distribution Amount: As to any Distribution
Date, the amount allocated in respect of the Classes of Group V-A Certificates
pursuant to Paragraph first clause (E) of Section 4.01(a)(i) on such
Distribution Date.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not
a Prepayment in Full.
Curtailment Interest Shortfall: On any Distribution Date with respect to a
Group I, Group II, Group III, Group IV or Group V Mortgage Loan which was the
subject of a Curtailment:
(A) in the case where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Curtailment is
received by the Servicer on or after the Determination Date in the
month preceding the month of such Distribution Date but prior to the
first day of the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest Rate
on the amount of such Curtailment from the day of its receipt or, if
earlier, its application by the Servicer through the last day of the
month preceding the month of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Curtailment is
received by the Servicer during the month preceding the month of
such Distribution Date, the amount of interest that would have
accrued at the Net Mortgage Interest Rate on the amount of such
Curtailment from the day of its receipt or, if earlier, its
application by the Servicer through the last day of the month in
which such Curtailment is received.
Custodial Agreement: The Custodial Agreement, dated as of July 25, 2007,
among the Custodian, the Depositor, the Master Servicer and the Trustee, which
agreement is attached hereto as Exhibit E, as the same may be amended or
modified from time to time in accordance with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each of
the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Xxxxx Fargo Bank, or its successor in interest under the
Custodial Agreement. Initially, the custodial functions shall be performed by
the Corporate Trust Services division of Xxxxx Fargo Bank.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.01.
Cut-Off Date Aggregate Principal Balance: The aggregate of the Cut-Off
Date Principal Balances of the Mortgage Loans as set forth in Section 11.02.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then-outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate (other than an Interest Only Certificate) of a Class representing
the principal portion of the Original Principal Balance of such Class evidenced
by such Certificates. As to an Interest Only Certificate of a Class, the amount
specified on the face of each Certificate of such Class representing the portion
of the Original Notional Amount of such Class evidenced by such Certificates.
Depositor: Xxxxx Fargo Asset Securities Corporation, or its successor
in interest.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Distribution Date Statement: As defined in Section 4.04(a).
Document Transfer Date: The 60th day following the occurrence of a
Document Transfer Event.
Document Transfer Event: The occurrence of either of the following: (i)
Xxxxx Fargo Bank is no longer the Servicer of any of the Mortgage Loans or
(ii) the senior, unsecured long-term debt rating of Xxxxx Fargo & Company is
less than "BBB-" by Fitch.
Due Date: With respect to any Mortgage Loan, the day of the month in
which the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with a
depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each Rating Agency, (ii) that are trust accounts maintained with
the trust department of a federal or state chartered depository institution or
trust company acting in its fiduciary capacity or (iii) such other account that
is acceptable to each of the Rating Agencies and would not cause the Trust
Estate to fail to qualify as three separate REMICs or result in the imposition
of any federal tax on any of the Upper-Tier REMIC, the Middle-Tier REMIC or the
Lower-Tier REMIC. If an account ceases to be an Eligible Account under clause
(i) and does not otherwise qualify under clause (ii) or (iii) the account will
be moved within 30 days to a depository meeting the ratings criteria.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency thereof,
provided such obligations are backed by the full faith and credit of the
United States of America;
(ii) general obligations of or obligations guaranteed by any state of the
United States of America or the District of Columbia receiving the highest
short-term or highest long-term rating of each Rating Agency, or such lower
rating as would not result in the downgrading or withdrawal of the rating
then assigned to any of the Certificates by any Rating Agency or result in
any of such rated Certificates being placed on credit review status (other
than for possible upgrading) by any Rating Agency;
(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating category of each
Rating Agency or the highest short-term rating category of each Rating
Agency, or such lower rating category as would not result in the downgrading
or withdrawal of the rating then assigned to any of the Certificates by any
Rating Agency or result in any of such rated Certificates being placed on
credit review status (other than for possible upgrading) by any Rating
Agency;
(iv) certificates of deposit, demand or time deposits, federal funds or
banker's acceptances issued by any depository institution or trust company
incorporated under the laws of the United States or of any state thereof and
subject to supervision and examination by federal and/or state banking
authorities, provided that the commercial paper and/or debt obligations of
such depository institution or trust company (or in the case of the principal
depository institution in a holding company system, the commercial paper or
debt obligations of such holding company) are then rated in the highest
short-term or the highest long-term rating category for such securities of
each of the Rating Agencies, or such lower rating categories as would not
result in the downgrading or withdrawal of the rating then assigned to any of
the Certificates by any Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by any Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at the time of
the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any security
described in clauses (i) or (ii) above or any other security issued or
guaranteed by an agency or instrumentality of the United States of America,
in either case entered into with a depository institution or trust company
(acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon securities)
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or any state thereof which, at
the time of such investment or contractual commitment providing for such
investment, are then rated in the highest short-term or the highest long-term
rating category by each Rating Agency, or in such lower rating category as
would not result in the downgrading or withdrawal of the rating then assigned
to any of the Certificates by any Rating Agency or result in any of such
rated Certificates being placed on credit review status (other than for
possible upgrading) by any Rating Agency;
(viii) such other investments acceptable to each Rating Agency as would
not result in the downgrading of the rating then assigned to the Certificates
by any Rating Agency or result in any of such rated Certificates being placed
on credit review status (other than for possible upgrading) by any Rating
Agency; and
(ix) any mutual fund, money market fund, common trust fund or other pooled
investment vehicle, the assets of which are limited to instruments that
otherwise would constitute Eligible Investments hereunder, including any such
fund that is managed by the Trustee or Master Servicer or any affiliate of
the Trustee or Master Servicer or for which the Trustee or Master Servicer or
any of its affiliates acts as an adviser as long as such fund is rated in at
least the highest rating category by each Rating Agency rating such fund.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Exchange Act: The Securities Exchange Act of 1934, as amended.
FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date for each
Class of Certificates (other than the Class I-A-IO, Class II-A-IO, Class
III-A-IO, Class IV-A-IO and Class V-A-IO Certificates) is July 25, 2037, which
corresponds to the "latest possible maturity date" for purposes of Section
860G(a)(1) of the Internal Revenue Code of 1986, as amended. The Final Scheduled
Maturity Date for the Class I-A-IO Certificates is August 25, 2009. The Final
Scheduled Maturity Date for the Class II-A-IO Certificates is May 25, 2012. The
Final Scheduled Maturity Date for the Class III-A-IO Certificates is May 25,
2012. The Final Scheduled Maturity Date for the Class IV-A-IO Certificates is
May 25, 2014. The Final Scheduled Maturity Date for the Class V-A-IO
Certificates is May 25, 2017.
Fitch: Fitch Ratings, or its successor in interest.
Form 8-K: A Current Report on Form 8-K under the Exchange Act.
Form 8-K Disclosure Information: As defined in Section 3.12(c).
Form 10-D: An Asset-Backed Issuer Distribution Report on Form 10-D under
the Exchange Act.
Form 10-K: An Annual Report on Form 10-K under the Exchange Act.
Form 15: A Form 15 Suspension Notification under the Exchange Act.
Full Unscheduled Principal Receipt: Any Unscheduled Principal Receipt with
respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.
Gross Margin: As to each Mortgage Loan, the fixed percentage set forth in
the related Mortgage Note and indicated in the Mortgage Loan Schedule as the
"Gross Margin," which percentage is added to the applicable Index on each
Adjustment Date to determine (subject to rounding, the Periodic Cap and the Rate
Ceiling) the Mortgage Interest Rate on such Mortgage Loan until the next
Adjustment Date.
Group: The Group I-A Certificates, the Group II-A Certificates, the Group
III-A Certificates, the Group IV-A Certificates or the Group V-A Certificates.
Group Subordinate Amount: Any of the Group I Subordinate Amount, Group
II Subordinate Amount, Group III Subordinate Amount, Group IV Subordinate
Amount or Group V Subordinate Amount.
Group I Adjusted Pool Amount: With respect to any Distribution Date, the
aggregate of the Cut-Off Date Principal Balances of the Group I Mortgage Loans
minus the sum of (i) all amounts in respect of principal received in respect of
the Group I Mortgage Loans (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and
Substitution Principal Amounts) and distributed to Holders of the Certificates
on such Distribution Date and all prior Distribution Dates, (ii) the principal
portion of all Liquidated Loan Losses incurred on such Group I Mortgage Loans
for which the Liquidation Proceeds were received from the Cut-Off Date through
the end of the Applicable Unscheduled Principal Receipt Period with respect to
Full Unscheduled Principal Receipts for such Distribution Date and (iii) the
principal portion of all Bankruptcy Losses (other than Debt Service Reductions)
incurred on the Group I Mortgage Loans from the Cut-Off Date through the end of
the period corresponding to the Applicable Unscheduled Principal Receipt Period
with respect to Full Unscheduled Principal Receipts for such Distribution Date.
Group I Apportioned Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the
numerator of which is the Group I Subordinate Amount and the denominator of
which is the sum of the Group I Subordinate Amount, the Group II Subordinate
Amount, the Group III Subordinate Amount, the Group IV Subordinate Amount and
the Group V Subordinate Amount.
Group I Class B Percentage: Any of the Group I Class B-1 Percentage, Group
I Class B-2 Percentage, Group I Class B-3 Percentage, Group I Class B-4
Percentage, Group I Class B-5 Percentage, Group I Class B-6 Percentage, Group I
Class B-7 Percentage or Group I Class B-8 Percentage.
Group I Class B Prepayment Percentage: Any of the Group I Class B-1
Prepayment Percentage, Group I Class B-2 Prepayment Percentage, Group I Class
B-3 Prepayment Percentage, Group I Class B-4 Prepayment Percentage, Group I
Class B-5 Prepayment Percentage, Group I Class B-6 Prepayment Percentage, Group
I Class B-7 Prepayment Percentage or Group I Class B-8 Prepayment Percentage.
Group I Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Group I Subordinated Percentage by a fraction, the
numerator of which is the Class B-1 Principal Balance (determined as of the
Determination Date preceding such Distribution Date) and the denominator of
which is the Class B Principal Balance.
Group I Class B-1 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-1 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-1 Certificates are the only
Class B Certificates eligible to receive such unscheduled principal
distributions in accordance with Section 4.01(d)(i), the Group I Class B-1
Prepayment Percentage for such unscheduled principal distributions for such
Distribution Date will be one.
Group I Class B-2 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group I Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group I Class B-2 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-2 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group I Class B-2 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group I Class B-3 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group I Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group I Class B-3 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-3 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group I Class B-3 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group I Class B-4 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group I Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group I Class B-4 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-4 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group I Class B-4 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group I Class B-5 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group I Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group I Class B-5 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-5 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group I Class B-5 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group I Class B-6 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group I Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group I Class B-6 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-6 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group I Class B-6 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group I Class B-7 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group I Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-7 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group I Class B-7 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-7 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-7 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group I Class B-7 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group I Class B-8 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group I Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-8 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group I Class B-8 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-8 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-8 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group I Class B-8 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group I Mortgage Loans: Those Mortgage Loans identified in the Mortgage
Loan Schedule as Group I Mortgage Loans.
Group I Pool Balance: As of any Distribution Date, the aggregate Scheduled
Principal Balances of all Group I Mortgage Loans that were Outstanding Mortgage
Loans on the Due Date in the month preceding the month of such Distribution
Date.
Group I Pool Distribution Amount: As of any Distribution Date, the funds
eligible for distribution to the Group I-A Certificates and Class B Certificates
on such Distribution Date, which shall be the sum of (i) all previously
undistributed payments or other receipts on account of principal and interest on
or in respect of the Group I Mortgage Loans (including, without limitation, the
proceeds of any repurchase of a Group I Mortgage Loan by the Depositor and any
Substitution Principal Amount) received by the Master Servicer with respect to
the applicable Remittance Date in the month of such Distribution Date and any
Unscheduled Principal Receipts received by the Master Servicer on or prior to
the Business Day preceding such Distribution Date, (ii) all Periodic Advances
made with respect to Group I Mortgage Loans by a Servicer pursuant to the
related Servicing Agreement or Periodic Advances with respect to Group I
Mortgage Loans made by the Master Servicer or the Trustee pursuant to Section
3.03, (iii) any remaining Reimbursement Amount with respect to a Group I
Mortgage Loan as provided in Section 4.01(a)(ii) and (iv) all other amounts
(including any Insurance Proceeds and Compensating Interest) with respect to a
Group I Mortgage Loan required to be placed in the Certificate Account by the
Servicer on or before the applicable Remittance Date or by the Master Servicer
or the Trustee on or prior to the Distribution Date, but excluding the
following:
(a) amounts received as late payments of principal or interest with
respect to a Group I Mortgage Loan and respecting which the Master Servicer
or the Trustee has made one or more unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any unreimbursed
Periodic Advances with respect to a Group I Mortgage Loan by the Master
Servicer or the Trustee;
(c) that portion of each payment of interest on a particular Group I
Mortgage Loan which represents (i) the applicable Servicing Fee and (ii) the
Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and interest
on Group I Mortgage Loans due after the Due Date occurring in the month in
which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers with
respect to Group I Mortgage Loans after the Applicable Unscheduled Principal
Receipt Period relating to the Distribution Date for the applicable type of
Unscheduled Principal Receipt, and all related payments of interest on such
amounts;
(f) all repurchase proceeds with respect to Group I Mortgage Loans
repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08 on or
following the Determination Date in the month in which such Distribution Date
occurs and the Substitution Principal Amounts with respect to any Group I
Mortgage Loans for which Group I Mortgage Loans were substituted on or
following the Determination Date in the month in which such Distribution Date
occurs;
(g) that portion of Liquidation Proceeds and REO Proceeds with respect to
any Group I Mortgage Loan which represents (i) the applicable Servicing Fee
and (ii) the Master Servicing Fee;
(h) all income from Eligible Investments that is held in the Certificate
Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group I Mortgage Loans;
(j) Month End Interest in respect of Group I Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in respect of
Group I Mortgage Loans; and
(l) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Group I Mortgage Loans, to the extent not covered
by clauses (a) through (k) above, or not required to be deposited in the
Certificate Account under this Agreement.
Group I Subordinate Amount: As to any Distribution Date, the excess of (i)
the Group I Pool Balance over (ii) the Group I-A Principal Balance.
Group I Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Group I-A Percentage for
such date.
Group I Subordinated Prepayment Percentage: As to any Distribution Date,
the percentage which is the difference between 100% and the Group I-A Prepayment
Percentage for such date.
Group II Adjusted Pool Amount: With respect to any Distribution Date, the
aggregate of the Cut-Off Date Principal Balances of the Group II Mortgage Loans
minus the sum of (i) all amounts in respect of principal received in respect of
the Group II Mortgage Loans (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and
Substitution Principal Amounts) and distributed to Holders of the Certificates
on such Distribution Date and all prior Distribution Dates, (ii) the principal
portion of all Liquidated Loan Losses incurred on such Group II Mortgage Loans
for which the Liquidation Proceeds were received from the Cut-Off Date through
the end of Applicable Unscheduled Principal Receipt Period with respect to Full
Unscheduled Principal Receipts for such Distribution Date and (iii) the
principal portion of all Bankruptcy Losses (other than Debt Service Reductions)
incurred on the Group II Mortgage Loans from the Cut-Off Date through the end of
the period corresponding to the Applicable Unscheduled Principal Receipt Period
with respect to Full Unscheduled Principal Receipts for such Distribution Date.
Group II Apportioned Principal Balance: As to any Distribution Date and
any Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the
numerator of which is the Group II Subordinate Amount and the denominator of
which is the sum of the Group I Subordinate Amount, Group II Subordinate Amount,
Group III Subordinate Amount, Group IV Subordinate Amount and Group V
Subordinate Amount.
Group II Class B Percentage: Any of the Group II Class B-1 Percentage,
Group II Class B-2 Percentage, Group II Class B-3 Percentage, Group II Class B-4
Percentage, Group II Class B-5 Percentage, Group II Class B-6 Percentage, Group
II Class B-7 Percentage or Group II Class B-8 Percentage.
Group II Class B Prepayment Percentage: Any of the Group II Class B-1
Prepayment Percentage, Group II Class B-2 Prepayment Percentage, Group II Class
B-3 Prepayment Percentage, Group II Class B-4 Prepayment Percentage, Group II
Class B-5 Prepayment Percentage, Group II Class B-6 Prepayment Percentage, Group
II Class B-7 Prepayment Percentage or Group II Class B-8 Prepayment Percentage.
Group II Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group II Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-1 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group II Class B-1 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-1 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-1 Certificates are the only
Class B Certificates eligible to receive such unscheduled principal
distributions in accordance with Section 4.01(d)(i), the Group II Class B-1
Prepayment Percentage for such unscheduled principal distributions for such
Distribution Date will be one.
Group II Class B-2 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group II Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group II Class B-2 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-2 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group II Class B-2 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group II Class B-3 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group II Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group II Class B-3 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-3 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group II Class B-3 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group II Class B-4 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group II Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group II Class B-4 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-4 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group II Class B-4 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group II Class B-5 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group II Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group II Class B-5 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-5 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group II Class B-5 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group II Class B-6 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group II Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group II Class B-6 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-6 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group II Class B-6 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group II Class B-7 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group II Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-7 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group II Class B-7 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-7 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-7 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group II Class B-7 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group II Class B-8 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group II Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-8 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group II Class B-8 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-8 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-8 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group II Class B-8 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group II Mortgage Loans: Those Mortgage Loans identified in the Mortgage
Loan Schedule as Group II Mortgage Loans.
Group II Pool Balance: As of any Distribution Date, the aggregate
Scheduled Principal Balances of all Group II Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Group II Pool Distribution Amount: As of any Distribution Date, the funds
eligible for distribution to the Group II-A Certificates and Class B
Certificates on such Distribution Date, which shall be the sum of (i) all
previously undistributed payments or other receipts on account of principal and
interest on or in respect of the Group II Mortgage Loans (including, without
limitation, the proceeds of any repurchase of a Group II Mortgage Loan by the
Depositor and any Substitution Principal Amount) received by the Master Servicer
with respect to the applicable Remittance Date in the month of such Distribution
Date and any Unscheduled Principal Receipts received by the Master Servicer on
or prior to the Business Day preceding such Distribution Date, (ii) all Periodic
Advances made with respect to Group II Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or Periodic Advances with respect to Group II
Mortgage Loans made by the Master Servicer or the Trustee pursuant to Section
3.03, (iii) any remaining Reimbursement Amount with respect to a Group II
Mortgage Loan as provided in Section 4.01(a)(ii) and (iv) all other amounts
(including any Insurance Proceeds and Compensating Interest) with respect to a
Group II Mortgage Loan required to be placed in the Certificate Account by the
Servicer on or before the applicable Remittance Date or by the Master Servicer
or the Trustee on or prior to the Distribution Date, but excluding the
following:
(a) amounts received as late payments of principal or interest with
respect to a Group II Mortgage Loan and respecting which the Master Servicer
or the Trustee has made one or more unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any unreimbursed
Periodic Advances with respect to a Group II Mortgage Loan by the Master
Servicer or the Trustee;
(c) that portion of each payment of interest on a particular Group II
Mortgage Loan which represents (i) the applicable Servicing Fee and (ii) the
Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and interest
on Group II Mortgage Loans due after the Due Date occurring in the month in
which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers with
respect to Group II Mortgage Loans after the Applicable Unscheduled Principal
Receipt Period relating to the Distribution Date for the applicable type of
Unscheduled Principal Receipt, and all related payments of interest on such
amounts;
(f) all repurchase proceeds with respect to Group II Mortgage Loans
repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08 on or
following the Determination Date in the month in which such Distribution Date
occurs and the Substitution Principal Amounts with respect to any Group II
Mortgage Loans for which Group II Mortgage Loans were substituted on or
following the Determination Date in the month in which such Distribution Date
occurs;
(g) that portion of Liquidation Proceeds and REO Proceeds with respect to
any Group II Mortgage Loan which represents(i) the applicable Servicing Fee
and (ii) the Master Servicing Fee;
(h) all income from Eligible Investments that is held in the Certificate
Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group II Mortgage Loans;
(j) Month End Interest in respect of Group II Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in respect of
Group II Mortgage Loans; and
(l) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Group II Mortgage Loans, to the extent not covered
by clauses (a) through (k) above, or not required to be deposited in the
Certificate Account under this Agreement.
Group II Subordinate Amount: As to any Distribution Date, the excess of
(i) the Group II Pool Balance over (ii) the Group II-A Principal Balance.
Group II Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Group II-A Percentage
for such date.
Group II Subordinated Prepayment Percentage: As to any Distribution Date,
the percentage which is the difference between 100% and the Group II-A
Prepayment Percentage for such date.
Group III Adjusted Pool Amount: With respect to any Distribution Date, the
aggregate of the Cut-Off Date Principal Balances of the Group III Mortgage Loans
minus the sum of (i) all amounts in respect of principal received in respect of
the Group III Mortgage Loans (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and
Substitution Principal Amounts) and distributed to Holders of the Certificates
on such Distribution Date and all prior Distribution Dates, (ii) the principal
portion of all Liquidated Loan Losses incurred on such Group III Mortgage Loans
for which the Liquidation Proceeds were received from the Cut-Off Date through
the end of the Applicable Unscheduled Principal Receipt Period with respect to
Full Unscheduled Principal Receipts for such Distribution Date and (iii) the
principal portion of all Bankruptcy Losses (other than Debt Service Reductions)
incurred on the Group III Mortgage Loans from the Cut-Off Date through the end
of the period corresponding to the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date.
Group III Apportioned Principal Balance: As to any Distribution Date and
any Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the
numerator of which is the Group III Subordinate Amount and the denominator of
which is the sum of the Group I Subordinate Amount, the Group II Subordinate
Amount, the Group III Subordinate Amount, the Group IV Subordinate Amount and
the Group V Subordinate Amount.
Group III Class B Percentage: Any of the Group III Class B-1 Percentage,
Group III Class B-2 Percentage, Group III Class B-3 Percentage, Group III Class
B-4 Percentage, Group III Class B-5 Percentage, Group III Class B-6 Percentage,
Group III Class B-7 Percentage or Group III Class B-8 Percentage.
Group III Class B Prepayment Percentage: Any of the Group III Class B-1
Prepayment Percentage, Group III Class B-2 Prepayment Percentage, Group III
Class B-3 Prepayment Percentage, Group III Class B-4 Prepayment Percentage,
Group III Class B-5 Prepayment Percentage, Group III Class B-6 Prepayment
Percentage, Group III Class B-7 Prepayment Percentage or Group III Class B-8
Prepayment Percentage.
Group III Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group III Subordinated Percentage by a
fraction, the numerator of which is the Class B-1 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group III Class B-1 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group III Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-1 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-1 Certificates are the only
Class B Certificates eligible to receive such unscheduled principal
distributions in accordance with Section 4.01(d)(i), the Group III Class B-1
Prepayment Percentage for such unscheduled principal distributions for such
Distribution Date will be one.
Group III Class B-2 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group III Subordinated Percentage
by (ii) a fraction, the numerator of which is the Class B-2 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the Class B Principal Balance.
Group III Class B-2 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group III Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-2 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group III Class B-2 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group III Class B-3 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group III Subordinated Percentage
by (ii) a fraction, the numerator of which is the Class B-3 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the Class B Principal Balance.
Group III Class B-3 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group III Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-3 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group III Class B-3 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group III Class B-4 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group III Subordinated Percentage
by (ii) a fraction, the numerator of which is the Class B-4 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the Class B Principal Balance.
Group III Class B-4 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group III Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-4 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group III Class B-4 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group III Class B-5 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group III Subordinated Percentage
by (ii) a fraction, the numerator of which is the Class B-5 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the Class B Principal Balance.
Group III Class B-5 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group III Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-5 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group III Class B-5 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group III Class B-6 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group III Subordinated Percentage
by (ii) a fraction, the numerator of which is the Class B-6 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the Class B Principal Balance.
Group III Class B-6 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group III Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-6 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group III Class B-6 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group III Class B-7 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group III Subordinated Percentage
by (ii) a fraction, the numerator of which is the Class B-7 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the Class B Principal Balance.
Group III Class B-7 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group III Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-7 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-7 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group III Class B-7 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group III Class B-8 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group III Subordinated Percentage
by (ii) a fraction, the numerator of which is the Class B-8 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the Class B Principal Balance.
Group III Class B-8 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group III Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-8 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-8 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group III Class B-8 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group III Mortgage Loans: Those Mortgage Loans identified in the Mortgage
Loan Schedule as Group III Mortgage Loans.
Group III Pool Balance: As to any Distribution Date, the aggregate
Scheduled Principal Balances of all Group III Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Group III Pool Distribution Amount: As of any Distribution Date, the funds
eligible for distribution to the Group III-A Certificates and Class B
Certificates on such Distribution Date, which shall be the sum of (i) all
previously undistributed payments or other receipts on account of principal and
interest on or in respect of the Group III Mortgage Loans (including, without
limitation, the proceeds of any repurchase of a Group III Mortgage Loan by the
Depositor and any Substitution Principal Amount) received by the Master Servicer
with respect to the applicable Remittance Date in the month of such Distribution
Date and any Unscheduled Principal Receipts received by the Master Servicer on
or prior to the Business Day preceding such Distribution Date, (ii) all Periodic
Advances made with respect to Group III Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or Periodic Advances with respect to Group III
Mortgage Loans made by the Master Servicer or the Trustee pursuant to Section
3.03, (iii) any remaining Reimbursement Amount with respect to a Group III
Mortgage Loan as provided in Section 4.01(a)(ii) and (iv) all other amounts
(including any Insurance Proceeds and Compensating Interest) with respect to a
Group III Mortgage Loan required to be placed in the Certificate Account by the
Servicer on or before the applicable Remittance Date or by the Master Servicer
or the Trustee on or prior to the Distribution Date, but excluding the
following:
(a) amounts received as late payments of principal or interest with
respect to a Group III Mortgage Loan and respecting which the Master Servicer
or the Trustee has made one or more unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any unreimbursed
Periodic Advances with respect to a Group III Mortgage Loan by the Master
Servicer or the Trustee;
(c) that portion of each payment of interest on a particular Group III
Mortgage Loan which represents (i) the applicable Servicing Fee and (ii) the
Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and interest
on Group III Mortgage Loans due after the Due Date occurring in the month in
which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers with
respect to Group III Mortgage Loans after the Applicable Unscheduled
Principal Receipt Period relating to the Distribution Date for the applicable
type of Unscheduled Principal Receipt, and all related payments of interest
on such amounts;
(f) all repurchase proceeds with respect to Group III Mortgage Loans
repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08 on or
following the Determination Date in the month in which such Distribution Date
occurs and the Substitution Principal Amounts with respect to any Group III
Mortgage Loans for which Group III Mortgage Loans were substituted on or
following the Determination Date in the month in which such Distribution Date
occurs;
(g) that portion of Liquidation Proceeds and REO Proceeds with respect to
any Group III Mortgage Loan which represents (i) the applicable Servicing Fee
and (ii) the Master Servicing Fee;
(h) all income from Eligible Investments that is held in the Certificate
Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group III Mortgage Loans;
(j) Month End Interest in respect of Group III Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in respect of
Group III Mortgage Loans; and
(l) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Group III Mortgage Loans, to the extent not covered
by clauses (a) through (k) above, or not required to be deposited in the
Certificate Account under this Agreement.
Group III Subordinate Amount: As to any Distribution Date, the excess of
(i) the Group III Pool Balance over (ii) the Group III-A Principal Balance.
Group III Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Group III-A Percentage
for such date.
Group III Subordinated Prepayment Percentage: As to any Distribution Date,
the percentage which is the difference between 100% and the Group III-A
Prepayment Percentage for such date.
Group IV Adjusted Pool Amount: With respect to any Distribution Date, the
aggregate of the Cut-Off Date Principal Balances of the Group IV Mortgage Loans
minus the sum of (i) all amounts in respect of principal received in respect of
the Group IV Mortgage Loans (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and
Substitution Principal Amounts) and distributed to Holders of the Certificates
on such Distribution Date and all prior Distribution Dates, (ii) the principal
portion of all Liquidated Loan Losses incurred on such Group IV Mortgage Loans
for which the Liquidation Proceeds were received from the Cut-Off Date through
the end of the Applicable Unscheduled Principal Receipt Period with respect to
Full Unscheduled Principal Receipts for such Distribution Date and (iii) the
principal portion of all Bankruptcy Losses (other than Debt Service Reductions)
incurred on the Group IV Mortgage Loans from the Cut-Off Date through the end of
the period corresponding to the Applicable Unscheduled Principal Receipt Period
with respect to Full Unscheduled Principal Receipts for such Distribution Date.
Group IV Apportioned Principal Balance: As to any Distribution Date and
any Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the
numerator of which is the Group IV Subordinate Amount and the denominator of
which is the sum of the Group I Subordinate Amount, the Group II Subordinate
Amount, the Group III Subordinate Amount, the Group IV Subordinate Amount and
the Group V Subordinate Amount.
Group IV Class B Percentage: Any of the Group IV Class B-1 Percentage,
Group IV Class B-2 Percentage, Group IV Class B-3 Percentage, Group IV Class B-4
Percentage, Group IV Class B-5 Percentage, Group IV Class B-6 Percentage, Group
IV Class B-7 Percentage or Group IV Class B-8 Percentage.
Group IV Class B Prepayment Percentage: Any of the Group IV Class B-1
Prepayment Percentage, Group IV Class B-2 Prepayment Percentage, Group IV Class
B-3 Prepayment Percentage, Group IV Class B-4 Prepayment Percentage, Group IV
Class B-5 Prepayment Percentage, Group IV Class B-6 Prepayment Percentage, Group
IV Class B-7 Prepayment Percentage or Group IV Class B-8 Prepayment Percentage.
Group IV Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Group IV Subordinated Percentage by a fraction,
the numerator of which is the Class B-1 Principal Balance (determined as of the
Determination Date preceding such Distribution Date) and the denominator of
which is the Class B Principal Balance.
Group IV Class B-1 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group IV Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-1 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-1 Certificates are the only
Class B Certificates eligible to receive such unscheduled principal
distributions in accordance with Section 4.01(d)(i), the Group IV Class B-1
Prepayment Percentage for such unscheduled principal distributions for such
Distribution Date will be one.
Group IV Class B-2 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group IV Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group IV Class B-2 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group IV Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-2 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group IV Class B-2 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group IV Class B-3 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group IV Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group IV Class B-3 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group IV Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-3 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group IV Class B-3 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group IV Class B-4 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group IV Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group IV Class B-4 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group IV Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-4 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group IV Class B-4 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group IV Class B-5 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group IV Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group IV Class B-5 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group IV Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-5 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group IV Class B-5 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group IV Class B-6 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group IV Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group IV Class B-6 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group IV Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-6 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group IV Class B-6 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group IV Class B-7 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group IV Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-7 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group IV Class B-7 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group IV Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-7 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-7 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group IV Class B-7 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group IV Class B-8 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group IV Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-8 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group IV Class B-8 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group IV Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-8 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-8 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group IV Class B-8 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group IV Mortgage Loans: Those Mortgage Loans identified in the Mortgage
Loan Schedule as Group IV Mortgage Loans.
Group IV Pool Balance: As to any Distribution Date, the aggregate
Scheduled Principal Balances of all Group IV Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Group IV Pool Distribution Amount: As of any Distribution Date, the funds
eligible for distribution to the Group IV-A Certificates and Class B
Certificates on such Distribution Date, which shall be the sum of (i) all
previously undistributed payments or other receipts on account of principal and
interest on or in respect of the Group IV Mortgage Loans (including, without
limitation, the proceeds of any repurchase of a Group IV Mortgage Loan by the
Depositor and any Substitution Principal Amount) received by the Master Servicer
with respect to the applicable Remittance Date in the month of such Distribution
Date and any Unscheduled Principal Receipts received by the Master Servicer on
or prior to the Business Day preceding such Distribution Date, (ii) all Periodic
Advances made with respect to Group IV Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or Periodic Advances with respect to Group IV
Mortgage Loans made by the Master Servicer or the Trustee pursuant to Section
3.03, (iii) any remaining Reimbursement Amount with respect to a Group IV
Mortgage Loan as provided in Section 4.01(a)(ii) and (iv) all other amounts
(including any Insurance Proceeds and Compensating Interest) with respect to a
Group IV Mortgage Loan required to be placed in the Certificate Account by the
Servicer on or before the applicable Remittance Date or by the Master Servicer
or the Trustee on or prior to the Distribution Date, but excluding the
following:
(a) amounts received as late payments of principal or interest with
respect to a Group IV Mortgage Loan and respecting which the Master Servicer
or the Trustee has made one or more unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any unreimbursed
Periodic Advances with respect to a Group IV Mortgage Loan by the Master
Servicer or the Trustee;
(c) that portion of each payment of interest on a particular Group IV
Mortgage Loan which represents (i) the applicable Servicing Fee and (ii) the
Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and interest
on Group IV Mortgage Loans due after the Due Date occurring in the month in
which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers with
respect to Group IV Mortgage Loans after the Applicable Unscheduled Principal
Receipt Period relating to the Distribution Date for the applicable type of
Unscheduled Principal Receipt, and all related payments of interest on such
amounts;
(f) all repurchase proceeds with respect to Group IV Mortgage Loans
repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08 on or
following the Determination Date in the month in which such Distribution Date
occurs and the Substitution Principal Amounts with respect to any Group IV
Mortgage Loans for which Group IV Mortgage Loans were substituted on or
following the Determination Date in the month in which such Distribution Date
occurs;
(g) that portion of Liquidation Proceeds and REO Proceeds with respect to
any Group IV Mortgage Loan which represents (i) the applicable Servicing Fee
and (ii) the Master Servicing Fee;
(h) all income from Eligible Investments that is held in the Certificate
Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group IV Mortgage Loans;
(j) Month End Interest in respect of Group IV Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in respect of
Group IV Mortgage Loans; and
(l) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Group IV Mortgage Loans, to the extent not covered
by clauses (a) through (k) above, or not required to be deposited in the
Certificate Account under this Agreement.
Group IV Subordinate Amount: As to any Distribution Date, the excess of
(i) the Group IV Pool Balance over (ii) the Group IV-A Principal Balance.
Group IV Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Group IV-A Percentage
for such date.
Group IV Subordinated Prepayment Percentage: As to any Distribution Date,
the percentage which is the difference between 100% and the Group IV-A
Prepayment Percentage for such date.
Group V Adjusted Pool Amount: With respect to any Distribution Date, the
aggregate of the Cut-Off Date Principal Balances of the Group V Mortgage Loans
minus the sum of (i) all amounts in respect of principal received in respect of
the Group V Mortgage Loans (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and
Substitution Principal Amounts) and distributed to Holders of the Certificates
on such Distribution Date and all prior Distribution Dates, (ii) the principal
portion of all Liquidated Loan Losses incurred on such Group V Mortgage Loans
for which the Liquidation Proceeds were received from the Cut-Off Date through
the end of the Applicable Unscheduled Principal Receipt Period with respect to
Full Unscheduled Principal Receipts for such Distribution Date and (iii) the
principal portion of all Bankruptcy Losses (other than Debt Service Reductions)
incurred on the Group V Mortgage Loans from the Cut-Off Date through the end of
the period corresponding to the Applicable Unscheduled Principal Receipt Period
with respect to Full Unscheduled Principal Receipts for such Distribution Date.
Group V Apportioned Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the
numerator of which is the Group V Subordinate Amount and the denominator of
which is the sum of the Group I Subordinate Amount, the Group II Subordinate
Amount, the Group III Subordinate Amount, the Group IV Subordinate Amount and
the Group V Subordinate Amount.
Group V Class B Percentage: Any of the Group V Class B-1 Percentage, Group
V Class B-2 Percentage, Group V Class B-3 Percentage, Group V Class B-4
Percentage, Group V Class B-5 Percentage, Group V Class B-6 Percentage, Group V
Class B-7 Percentage or Group V Class B-8 Percentage.
Group V Class B Prepayment Percentage: Any of the Group V Class B-1
Prepayment Percentage, Group V Class B-2 Prepayment Percentage, Group V Class
B-3 Prepayment Percentage, Group V Class B-4 Prepayment Percentage, Group V
Class B-5 Prepayment Percentage, Group V Class B-6 Prepayment Percentage, Group
V Class B-7 Prepayment Percentage or Group V Class B-8 Prepayment Percentage.
Group V Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Group V Subordinated Percentage by a fraction, the
numerator of which is the Class B-1 Principal Balance (determined as of the
Determination Date preceding such Distribution Date) and the denominator of
which is the Class B Principal Balance.
Group V Class B-1 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group V Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-1 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-1 Certificates are the only
Class B Certificates eligible to receive such unscheduled principal
distributions in accordance with Section 4.01(d)(i), the Group V Class B-1
Prepayment Percentage for such unscheduled principal distributions for such
Distribution Date will be one.
Group V Class B-2 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group V Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group V Class B-2 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group V Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-2 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group V Class B-2 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group V Class B-3 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group V Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group V Class B-3 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group V Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-3 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group V Class B-3 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group V Class B-4 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group V Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group V Class B-4 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group V Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-4 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group V Class B-4 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group V Class B-5 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group V Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group V Class B-5 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group V Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-5 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group V Class B-5 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group V Class B-6 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group V Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group V Class B-6 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group V Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-6 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group V Class B-6 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group V Class B-7 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group V Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-7 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group V Class B-7 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group V Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-7 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-7 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group V Class B-7 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group V Class B-8 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Group V Subordinated Percentage by (ii) a
fraction, the numerator of which is the Class B-8 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the Class B Principal Balance.
Group V Class B-8 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group V Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-8 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is (a) for the purpose of allocating Liquidation Proceeds
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive
such unscheduled principal distributions for such Distribution Date in
accordance with the provisions of Section 4.01(d). Except as set forth in
Section 4.01(d)(ii), in the event that the Class B-8 Certificates are not
eligible to receive such unscheduled principal distributions in accordance with
Section 4.01(d)(i), the Group V Class B-8 Prepayment Percentage for such
unscheduled principal distributions for such Distribution Date will be zero.
Group V Mortgage Loans: Those Mortgage Loans identified in the Mortgage
Loan Schedule as Group V Mortgage Loans.
Group V Pool Balance: As to any Distribution Date, the aggregate Scheduled
Principal Balances of all Group V Mortgage Loans that were Outstanding Mortgage
Loans on the Due Date in the month preceding the month of such Distribution
Date.
Group V Pool Distribution Amount: As of any Distribution Date, the funds
eligible for distribution to the Group V-A Certificates and Class B Certificates
on such Distribution Date, which shall be the sum of (i) all previously
undistributed payments or other receipts on account of principal and interest on
or in respect of the Group V Mortgage Loans (including, without limitation, the
proceeds of any repurchase of a Group V Mortgage Loan by the Depositor and any
Substitution Principal Amount) received by the Master Servicer with respect to
the applicable Remittance Date in the month of such Distribution Date and any
Unscheduled Principal Receipts received by the Master Servicer on or prior to
the Business Day preceding such Distribution Date, (ii) all Periodic Advances
made with respect to Group V Mortgage Loans by a Servicer pursuant to the
related Servicing Agreement or Periodic Advances with respect to Group V
Mortgage Loans made by the Master Servicer or the Trustee pursuant to Section
3.03, (iii) any remaining Reimbursement Amount with respect to a Group V
Mortgage Loan as provided in Section 4.01(a)(ii) and (iv) all other amounts
(including any Insurance Proceeds and Compensating Interest) with respect to a
Group V Mortgage Loan required to be placed in the Certificate Account by the
Servicer on or before the applicable Remittance Date or by the Master Servicer
or the Trustee on or prior to the Distribution Date, but excluding the
following:
(a) amounts received as late payments of principal or interest with
respect to a Group V Mortgage Loan and respecting which the Master Servicer
or the Trustee has made one or more unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any unreimbursed
Periodic Advances with respect to a Group V Mortgage Loan by the Master
Servicer or the Trustee;
(c) that portion of each payment of interest on a particular Group V
Mortgage Loan which represents (i) the applicable Servicing Fee and (ii) the
Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and interest
on Group V Mortgage Loans due after the Due Date occurring in the month in
which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers with
respect to Group V Mortgage Loans after the Applicable Unscheduled Principal
Receipt Period relating to the Distribution Date for the applicable type of
Unscheduled Principal Receipt, and all related payments of interest on such
amounts;
(f) all repurchase proceeds with respect to Group V Mortgage Loans
repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08 on or
following the Determination Date in the month in which such Distribution Date
occurs and the Substitution Principal Amounts with respect to any Group V
Mortgage Loans for which Group V Mortgage Loans were substituted on or
following the Determination Date in the month in which such Distribution Date
occurs;
(g) that portion of Liquidation Proceeds and REO Proceeds with respect to
any Group V Mortgage Loan which represents (i) the applicable Servicing Fee
and (ii) the Master Servicing Fee;
(h) all income from Eligible Investments that is held in the Certificate
Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group V Mortgage Loans;
(j) Month End Interest in respect of Group V Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in respect of
Group V Mortgage Loans; and
(l) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Group V Mortgage Loans, to the extent not covered
by clauses (a) through (k) above, or not required to be deposited in the
Certificate Account under this Agreement.
Group V Subordinate Amount: As to any Distribution Date, the excess of (i)
the Group V Pool Balance over (ii) the Group V-A Principal Balance.
Group V Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Group V-A Percentage for
such date.
Group V Subordinated Prepayment Percentage: As to any Distribution Date,
the percentage which is the difference between 100% and the Group V-A Prepayment
Percentage for such date.
Group I-A Certificate: Any Class I-A-1, Class I-A-2, Class I-A-IO or Class
I-A-R Certificate.
Group I-A Distribution Amount: As to any Distribution Date and any Class
of Group I-A Certificates (other than the Class I-A-IO Certificates), the amount
allocable to such Class of Group I-A Certificates pursuant to Paragraphs first
clause (A), second clause (A) and third clause (A) of Section 4.01(a)(i). As to
any Distribution Date and the Class I-A-IO Certificates, the amount allocable to
such Class pursuant to Paragraphs first clause (A) and second clause (A) of
Section 4.01(a)(i).
Group I-A Interest Accrual Amount: As to any Distribution Date, the sum of
the Interest Accrual Amounts for the Classes of Group I-A Certificates with
respect to such Distribution Date.
Group I-A Interest Percentage: As to any Distribution Date and any Class
of Group I-A Certificates, the percentage calculated by dividing the Interest
Accrual Amount of such Class (determined without regard to clause (ii) of the
definition thereof) by the Group I-A Interest Accrual Amount (determined without
regard to clause (ii) of the definition of each Interest Accrual Amount).
Group I-A Interest Shortfall Amount: As to any Distribution Date and any
Class of Group I-A Certificates, any amount by which the Interest Accrual Amount
of such Class with respect to such Distribution Date exceeds the amount
distributable in respect of such Class on such Distribution Date pursuant to
Paragraph first clause (A) of Section 4.01(a)(i).
Group I-A Loss Denominator: As to any Determination Date, an amount equal
to the Group I-A Principal Balance.
Group I-A Loss Percentage: As to any Determination Date and any Class of
Group I-A Certificates, the percentage calculated by dividing the Principal
Balance of such Class by the Group I-A Loss Denominator (determined without
regard to any such Principal Balance of any Class of Group I-A Certificates not
then outstanding), in each case determined as of the preceding Determination
Date.
Group I-A Optimal Amount: As to any Distribution Date, the sum for such
Distribution Date of (i) the Group I-A Interest Accrual Amount, (ii) the
Aggregate Group I-A Unpaid Interest Shortfall and (iii) the Group I-A Optimal
Principal Amount.
Group I-A Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum of (I) the sum, as to each Group I Mortgage Loan that is an
Outstanding Mortgage Loan, of:
(i) the Group I-A Percentage of the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution Date
on such Mortgage Loan;
(ii) the Group I-A Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Group I-A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08; and
(iv) the Group I-A Percentage of the Substitution Principal Amount with
respect to each Mortgage Loan for which a Mortgage Loan was substituted
during the one month period ending on the day preceding the Determination
Date for such Distribution Date, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of such
Mortgage Loan for which a Mortgage Loan was substituted; and
(II) the Group I-A Prepayment Percentage of the Recovery for Loan Group I for
such Distribution Date.
Group I-A Percentage: As to any Distribution Date occurring on or prior to
the Subordination Depletion Date, the lesser of (i) 100% and (ii) the percentage
obtained by dividing the Group I-A Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Group I Pool
Balance. As to any Distribution Date occurring subsequent to the Subordination
Depletion Date, 100% or such lesser percentage which will cause the Group I-A
Principal Balance to decline to zero following the distribution made on such
Distribution Date.
Group I-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in July 2014, 100%. As to any Distribution Date
subsequent to July 2014 to and including the Distribution Date in July 2015, the
Group I-A Percentage as of such Distribution Date plus 70% of the Group I
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to July 2015 to and including the Distribution Date in July
2016, the Group I-A Percentage as of such Distribution Date plus 60% of the
Group I Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2016 to and including the Distribution Date
in July 2017, the Group I-A Percentage as of such Distribution Date plus 40% of
the Group I Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2017 to and including the Distribution Date
in July 2018, the Group I-A Percentage as of such Distribution Date plus 20% of
the Group I Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2018, the Group I-A Percentage as of such
Distribution Date.
No reduction of the level of the Group I-A Prepayment Percentage shall
occur on any Distribution Date unless, as of such Distribution Date, (A) the
average outstanding principal balance on such Distribution Date and for the
preceding five Distribution Dates of the Mortgage Loans in all Loan Groups that
were delinquent 60 days or more (including for this purpose any Mortgage Loans
in foreclosure and Mortgage Loans with respect to which the related Mortgaged
Property has been acquired by the Trust Estate) does not exceed 50% of the Class
B Principal Balance; and (B) cumulative Realized Losses on the Mortgage Loans in
all Loan Groups do not exceed the following percentages of the Original
Subordinated Principal Amount: (1) 30%, if such Distribution Date occurs between
and including August 2014 and July 2015, (2) 35%, if such Distribution Date
occurs between and including August 2015 and July 2016, (3) 40%, if such
Distribution Date occurs between and including August 2016 and July 2017, (4)
45%, if such Distribution Date occurs between and including August 2017 and July
2018, and (5) 50%, if such Distribution Date occurs during or after August 2018.
Notwithstanding the foregoing, with respect to any Distribution Date on
which the preceding criteria are not met, the reduction of the Group I-A
Prepayment Percentage described in the second through sixth sentences of this
definition of Group I-A Prepayment Percentage shall not be applicable with
respect to such Distribution Date. In such event, the Group I-A Prepayment
Percentage for such Distribution Date will be determined in accordance with the
applicable provision, as set forth in the first through fifth sentences of this
definition, which was actually used to determine the Group I-A Prepayment
Percentage for the Distribution Date occurring in the July preceding such
Distribution Date (it being understood that for the purposes of the
determination of the Group I-A Prepayment Percentage for the current
Distribution Date, the current Group I-A Percentage and Group I Subordinated
Percentage shall be utilized).
In addition, if on any Distribution Date, prior to giving effect to any
distributions on such Distribution Date, (i) the Aggregate Subordinate
Percentage is equal to or greater than twice the Aggregate Subordinate
Percentage as of the Cut-Off Date, (ii) the average outstanding principal
balance on such Distribution Date and for the preceding five Distribution Dates
of the Mortgage Loans in all Loan Groups that were delinquent 60 days or more
(including for this purpose any Mortgage Loans in foreclosure and Mortgage Loans
with respect to which the related Mortgaged Property has been acquired by the
Trust Estate) does not exceed 50% of the Class B Principal Balance and (iii)(A)
prior to the Distribution Date in August 2010, cumulative Realized Losses on the
Mortgage Loans in all Loan Groups do not exceed 20% of the Original Subordinated
Principal Amount, then the Group I-A Prepayment Percentage for such Distribution
Date will equal the Group I-A Percentage for such Distribution Date plus 50% of
the Group I Subordinated Percentage for such Distribution Date or (B) on or
after the Distribution Date in August 2010, cumulative Realized Losses on the
Mortgage Loans in all Loan Groups do not exceed 30% of the Original Subordinated
Principal Amount, then the Group I-A Prepayment Percentage for such Distribution
Date will equal the Group I-A Percentage for such Distribution Date.
Notwithstanding the foregoing, if on any Distribution Date, the Aggregate
Class A Percentage exceeds such percentage as of the Cut-Off Date, then the
Group I-A Prepayment Percentage will equal 100%.
If on any Distribution Date the allocation to the Group I-A Certificates
of Unscheduled Principal Receipts and other amounts in the percentage required
above would reduce the Group I-A Principal Balance below zero, the Group I-A
Prepayment Percentage for such Distribution Date will be limited to the
percentage necessary to reduce the Group I-A Principal Balance to zero. In
addition, once the Group I-A Principal Balance has been reduced to zero, the
Group I-A Prepayment Percentage will be 0%.
With respect to any Distribution Date on which the Group I-A Prepayment
Percentage is reduced below the Group I-A Prepayment Percentage for the prior
Distribution Date, the Master Servicer shall certify to the Trustee, based upon
information provided by each Servicer as to the Mortgage Loans serviced by it
that the criteria set forth in this definition are met.
Group I-A Principal Balance: As of any date, an amount equal to the sum of
the Principal Balances for the Group I-A Certificates.
Group I-A Principal Distribution Amount: As to any Distribution Date, the
aggregate amount distributed in respect of the Classes of Group I-A Certificates
pursuant to Paragraph third clause (A) of Section 4.01(a)(i).
Group I-A Shortfall Percentage: As to any Distribution Date and any Class
of Group I-A Certificates, the percentage calculated by dividing the Class A
Unpaid Interest Shortfall for such Class by the Aggregate Group I-A Unpaid
Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.
Group II-A Certificate: Any Class II-A-1, Class II-A-2 and Class
II-A-IO Certificate.
Group II-A Distribution Amount: As to any Distribution Date and any Class
of Group II-A Certificates (other than the Class II-A-IO Certificates), the
amount allocable to such Class of Group II-A Certificates pursuant to Paragraphs
first clause (B), second clause (B) and third clause (B) of Section 4.01(a)(i).
As to any Distribution Date and the Class II-A-IO Certificates, the amount
allocable to such Class pursuant to Paragraphs first clause (B) and second
clause (B) of Section 4.01(a)(i).
Group II-A Interest Accrual Amount: As to any Distribution Date, the sum
of the Interest Accrual Amounts for the Classes of Group II-A Certificates with
respect to such Distribution Date.
Group II-A Interest Percentage: As to any Distribution Date and any Class
of Group II-A Certificates, the percentage calculated by dividing the Interest
Accrual Amount of such Class (determined without regard to clause (ii) of the
definition thereof) by the Group II-A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group II-A Interest Shortfall Amount: As to any Distribution Date and any
Class of Group II-A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributable in respect of such Class on such Distribution Date pursuant to
Paragraph first clause (B) of Section 4.01(a)(i).
Group II-A Loss Denominator: As to any Determination Date, an amount equal
to the Group II-A Principal Balance.
Group II-A Loss Percentage: As to any Determination Date and any Class of
Group II-A Certificates, the percentage calculated by dividing the Principal
Balance of such Class by the Group II-A Loss Denominator (determined without
regard to any such Principal Balance of any Class of Group II-A Certificates not
then outstanding), in each case determined as of the preceding Determination
Date.
Group II-A Optimal Amount: As to any Distribution Date, the sum for such
Distribution Date of (i) the Group II-A Interest Accrual Amount, (ii) the
Aggregate Group II-A Unpaid Interest Shortfall and (iii) the Group II-A Optimal
Principal Amount.
Group II-A Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Group II Mortgage Loan that
is an Outstanding Mortgage Loan, of:
(i) the Group II-A Percentage of the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution Date
on such Mortgage Loan;
(ii) the Group II-A Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Group II-A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08; and
(iv) the Group II-A Percentage of the Substitution Principal Amount with
respect to each Mortgage Loan for which a Mortgage Loan was substituted
during the one month period ending on the day preceding the Determination
Date for such Distribution Date, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of such
Mortgage Loan for which a Mortgage Loan was substituted; and
(II) the Group II-A Prepayment Percentage of the Recovery for Loan Group II
for such Distribution Date.
Group II-A Percentage: As to any Distribution Date occurring on or prior
to the Subordination Depletion Date, the lesser of (i) 100% and (ii) the
percentage obtained by dividing the Group II-A Principal Balance (determined as
of the Determination Date preceding such Distribution Date) by the Group II Pool
Balance. As to any Distribution Date occurring subsequent to the Subordination
Depletion Date, 100% or such lesser percentage which will cause the Group II-A
Principal Balance to decline to zero following the distribution made on such
Distribution Date.
Group II-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in July 2014, 100%. As to any Distribution Date
subsequent to July 2014 to and including the Distribution Date in July 2015, the
Group II-A Percentage as of such Distribution Date plus 70% of the Group II
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to July 2015 to and including the Distribution Date in July
2016, the Group II-A Percentage as of such Distribution Date plus 60% of the
Group II Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2016 to and including the Distribution Date
in July 2017, the Group II-A Percentage as of such Distribution Date plus 40% of
the Group II Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2017 to and including the Distribution Date
in July 2018, the Group II-A Percentage as of such Distribution Date plus 20% of
the Group II Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2018, the Group II-A Percentage as of such
Distribution Date.
No reduction of the level of the Group II-A Prepayment Percentage shall
occur on any Distribution Date unless, as of such Distribution Date, (A) the
average outstanding principal balance on such Distribution Date and for the
preceding five Distribution Dates of the Mortgage Loans in all Loan Groups that
were delinquent 60 days or more (including for this purpose any Mortgage Loans
in foreclosure and Mortgage Loans with respect to which the related Mortgaged
Property has been acquired by the Trust Estate) does not exceed 50% of the Class
B Principal Balance; and (B) cumulative Realized Losses on the Mortgage Loans in
all Loan Groups do not exceed the following percentages of the Original
Subordinated Principal Amount: (1) 30%, if such Distribution Date occurs between
and including August 2014 and July 2015, (2) 35%, if such Distribution Date
occurs between and including August 2015 and July 2016, (3) 40%, if such
Distribution Date occurs between and including August 2016 and July 2017, (4)
45%, if such Distribution Date occurs between and including August 2017 and July
2018, and (5) 50%, if such Distribution Date occurs during or after August 2018.
Notwithstanding the foregoing, with respect to any Distribution Date on
which the preceding criteria are not met, the reduction of the Group II-A
Prepayment Percentage described in the second through sixth sentences of this
definition of Group II-A Prepayment Percentage shall not be applicable with
respect to such Distribution Date. In such event, the Group II-A Prepayment
Percentage for such Distribution Date will be determined in accordance with the
applicable provision, as set forth in the first through fifth sentences of this
definition, which was actually used to determine the Group II-A Prepayment
Percentage for the Distribution Date occurring in the July preceding such
Distribution Date (it being understood that for the purposes of the
determination of the Group II-A Prepayment Percentage for the current
Distribution Date, the current Group II-A Percentage and Group II Subordinated
Percentage shall be utilized).
In addition, if on any Distribution Date, prior to giving effect to any
distributions on such Distribution Date, (i) the Aggregate Subordinate
Percentage is equal to or greater than twice the Aggregate Subordinate
Percentage as of the Cut-Off Date, (ii) the average outstanding principal
balance on such Distribution Date and for the preceding five Distribution Dates
of the Mortgage Loans in all Loan Groups that were delinquent 60 days or more
(including for this purpose any Mortgage Loans in foreclosure and Mortgage Loans
with respect to which the related Mortgaged Property has been acquired by the
Trust Estate) does not exceed 50% of the Class B Principal Balance and (iii)(A)
prior to the Distribution Date in August 2010, cumulative Realized Losses on the
Mortgage Loans in all Loan Groups do not exceed 20% of the Original Subordinated
Principal Amount, then the Group II-A Prepayment Percentage for such
Distribution Date will equal the Group II-A Percentage for such Distribution
Date plus 50% of the Group II Subordinated Percentage for such Distribution Date
or (B) on or after the Distribution Date in August 2010, cumulative Realized
Losses on the Mortgage Loans in all Loan Groups do not exceed 30% of the
Original Subordinated Principal Amount, then the Group II-A Prepayment
Percentage for such Distribution Date will equal the Group II-A Percentage for
such Distribution Date.
Notwithstanding the foregoing, if on any Distribution Date, the Aggregate
Class A Percentage exceeds such percentage as of the Cut-Off Date, then the
Group II-A Prepayment Percentage will equal 100%.
If on any Distribution Date the allocation to the Group II-A Certificates
of Unscheduled Principal Receipts and other amounts in the percentage required
above would reduce the Group II-A Principal Balance below zero, the Group II-A
Prepayment Percentage for such Distribution Date will be limited to the
percentage necessary to reduce the Group II-A Principal Balance to zero. In
addition, once the Group II-A Principal Balance has been reduced to zero, the
Group II-A Prepayment Percentage will be 0%.
With respect to any Distribution Date on which the Group II-A Prepayment
Percentage is reduced below the Group II-A Prepayment Percentage for the prior
Distribution Date, the Master Servicer shall certify to the Trustee, based upon
information provided by each Servicer as to the Mortgage Loans serviced by it
that the criteria set forth in this definition are met.
Group II-A Principal Balance: As of any date, an amount equal to the sum
of the Principal Balances for the Group II-A Certificates.
Group II-A Principal Distribution Amount: As to any Distribution Date, the
aggregate amount distributed in respect of the Classes of Group II-A
Certificates pursuant to Paragraph third clause (B) of Section 4.01(a)(i).
Group II-A Shortfall Percentage: As to any Distribution Date and any Class
of Group II-A Certificates, the percentage calculated by dividing the Class A
Unpaid Interest Shortfall for such Class by the Aggregate Group II-A Unpaid
Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.
Group III-A Certificate: Any Class III-A-1, Class III-A-2 and Class
III-A-IO Certificate.
Group III-A Distribution Amount: As to any Distribution Date and any Class
of Group III-A Certificates (other than the Class III-A-IO Certificates), the
amount allocable to such Class of Group III-A Certificates pursuant to
Paragraphs first clause (C), second clause (C) and third clause (C) of Section
4.01(a)(i). As to any Distribution Date and the Class III-A-IO Certificates, the
amount allocable to such Class pursuant to Paragraphs first clause (C) and
second clause (C) of Section 4.01(a)(i).
Group III-A Interest Accrual Amount: As to any Distribution Date, the sum
of the Interest Accrual Amounts for the Classes of Group III-A Certificates with
respect to such Distribution Date.
Group III-A Interest Percentage: As to any Distribution Date and any Class
of Group III-A Certificates, the percentage calculated by dividing the Interest
Accrual Amount of such Class (determined without regard to clause (ii) of the
definition thereof) by the Group III-A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group III-A Interest Shortfall Amount: As to any Distribution Date and any
Class of Group III-A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributable in respect of such Class on such Distribution Date pursuant to
Paragraph first clause (C) of Section 4.01(a)(i).
Group III-A Loss Denominator: As to any Determination Date, an amount
equal to the Group III-A Principal Balance.
Group III-A Loss Percentage: As to any Determination Date and any Class of
Group III-A Certificates, the percentage calculated by dividing the Principal
Balance of such Class by the Group III-A Loss Denominator (determined without
regard to any such Principal Balance of any Class of Group III-A Certificates
not then outstanding), in each case determined as of the preceding Determination
Date.
Group III-A Optimal Amount: As to any Distribution Date, the sum for such
Distribution Date of (i) the Group III-A Interest Accrual Amount, (ii) the
Aggregate Group III-A Unpaid Interest Shortfall and (iii) the Group III-A
Optimal Principal Amount.
Group III-A Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Group III Mortgage Loan that
is an Outstanding Mortgage Loan, of:
(i) the Group III-A Percentage of the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution Date
on such Mortgage Loan;
(ii) the Group III-A Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Group III-A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08; and
(iv) the Group III-A Percentage of the Substitution Principal Amount with
respect to each Mortgage Loan for which a Mortgage Loan was substituted
during the one month period ending on the day preceding the Determination
Date for such Distribution Date, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of such
Mortgage Loan for which a Mortgage Loan was substituted; and
(II) the Group III-A Prepayment Percentage of the Recovery for Loan Group III
for such Distribution Date.
Group III-A Percentage: As to any Distribution Date occurring on or prior
to the Subordination Depletion Date, the lesser of (i) 100% and (ii) the
percentage obtained by dividing the Group III-A Principal Balance (determined as
of the Determination Date preceding such Distribution Date) by the Group III
Pool Balance. As to any Distribution Date occurring subsequent to the
Subordination Depletion Date, 100% or such lesser percentage which will cause
the Group III-A Principal Balance to decline to zero following the distribution
made on such Distribution Date.
Group III-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in July 2014, 100%. As to any Distribution Date
subsequent to July 2014 to and including the Distribution Date in July 2015, the
Group III-A Percentage as of such Distribution Date plus 70% of the Group III
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to July 2015 to and including the Distribution Date in July
2016, the Group III-A Percentage as of such Distribution Date plus 60% of the
Group III Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2016 to and including the Distribution Date
in July 2017, the Group III-A Percentage as of such Distribution Date plus 40%
of the Group III Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2017 to and including the Distribution Date
in July 2018, the Group III-A Percentage as of such Distribution Date plus 20%
of the Group III Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2018, the Group III-A Percentage as of such
Distribution Date.
No reduction of the level of the Group III-A Prepayment Percentage shall
occur on any Distribution Date unless, as of such Distribution Date, (A) the
average outstanding principal balance on such Distribution Date and for the
preceding five Distribution Dates of the Mortgage Loans in all Loan Groups that
were delinquent 60 days or more (including for this purpose any Mortgage Loans
in foreclosure and Mortgage Loans with respect to which the related Mortgaged
Property has been acquired by the Trust Estate) does not exceed 50% of the Class
B Principal Balance; and (B) cumulative Realized Losses on the Mortgage Loans in
all Loan Groups do not exceed the following percentages of the Original
Subordinated Principal Amount: (1) 30%, if such Distribution Date occurs between
and including August 2014 and July 2015, (2) 35%, if such Distribution Date
occurs between and including August 2015 and July 2016, (3) 40%, if such
Distribution Date occurs between and including August 2016 and July 2017, (4)
45%, if such Distribution Date occurs between and including August 2017 and July
2018, and (5) 50%, if such Distribution Date occurs during or after August 2018.
Notwithstanding the foregoing, with respect to any Distribution Date on
which the preceding criteria are not met, the reduction of the Group III-A
Prepayment Percentage described in the second through sixth sentences of this
definition of Group III-A Prepayment Percentage shall not be applicable with
respect to such Distribution Date. In such event, the Group III-A Prepayment
Percentage for such Distribution Date will be determined in accordance with the
applicable provision, as set forth in the first through fifth sentences of this
definition, which was actually used to determine the Group III-A Prepayment
Percentage for the Distribution Date occurring in the July preceding such
Distribution Date (it being understood that for the purposes of the
determination of the Group III-A Prepayment Percentage for the current
Distribution Date, the current Group III-A Percentage and Group III Subordinated
Percentage shall be utilized).
In addition, if on any Distribution Date, prior to giving effect to any
distributions on such Distribution Date, (i) the Aggregate Subordinate
Percentage is equal to or greater than twice the Aggregate Subordinate
Percentage as of the Cut-Off Date, (ii) the average outstanding principal
balance on such Distribution Date and for the preceding five Distribution Dates
of the Mortgage Loans in all Loan Groups that were delinquent 60 days or more
(including for this purpose any Mortgage Loans in foreclosure and Mortgage Loans
with respect to which the related Mortgaged Property has been acquired by the
Trust Estate) does not exceed 50% of the Class B Principal Balance and (iii)(A)
prior to the Distribution Date in August 2010, cumulative Realized Losses on the
Mortgage Loans in all Loan Groups do not exceed 20% of the Original Subordinated
Principal Amount, then the Group III-A Prepayment Percentage for such
Distribution Date will equal the Group III-A Percentage for such Distribution
Date plus 50% of the Group III Subordinated Percentage for such Distribution
Date or (B) on or after the Distribution Date in August 2010, cumulative
Realized Losses on the Mortgage Loans in all Loan Groups do not exceed 30% of
the Original Subordinated Principal Amount, then the Group III-A Prepayment
Percentage for such Distribution Date will equal the Group III-A Percentage for
such Distribution Date.
Notwithstanding the foregoing, if on any Distribution Date, the Aggregate
Class A Percentage exceeds such percentage as of the Cut-Off Date, then the
Group III-A Prepayment Percentage will equal 100%.
If on any Distribution Date the allocation to the Group III-A Certificates
of Unscheduled Principal Receipts and other amounts in the percentage required
above would reduce the Group III-A Principal Balance below zero, the Group III-A
Prepayment Percentage for such Distribution Date will be limited to the
percentage necessary to reduce the Group III-A Principal Balance to zero. In
addition, once the Group III-A Principal Balance has been reduced to zero, the
Group III-A Prepayment Percentage will be 0%.
With respect to any Distribution Date on which the Group III-A Prepayment
Percentage is reduced below the Group III-A Prepayment Percentage for the prior
Distribution Date, the Master Servicer shall certify to the Trustee, based upon
information provided by each Servicer as to the Mortgage Loans serviced by it
that the criteria set forth in this definition are met.
Group III-A Principal Balance: As of any date, an amount equal to the sum
of the Principal Balances for the Group III-A Certificates.
Group III-A Principal Distribution Amount: As to any Distribution Date,
the aggregate amount distributed in respect of the Classes of Group III-A
Certificates pursuant to Paragraph third clause (C) of Section 4.01(a)(i).
Group III-A Shortfall Percentage: As to any Distribution Date and any
Class of Group III-A Certificates, the percentage calculated by dividing the
Class A Unpaid Interest Shortfall for such Class by the Aggregate Group III-A
Unpaid Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.
Group IV-A Certificate: Any Class IV-A-1, Class IV-A-2 and Class
IV-A-IO Certificate.
Group IV-A Distribution Amount: As to any Distribution Date and any Class
of Group IV-A Certificates (other than the Class IV-A-IO Certificates), the
amount allocable to such Class of Group IV-A Certificates pursuant to Paragraphs
first clause (D), second clause (D) and third clause (D) of Section 4.01(a)(i).
As to any Distribution Date and the Class IV-A-IO Certificates, the amount
allocable to such Class pursuant to Paragraphs first clause (D) and second
clause (D) of Section 4.01(a)(i).
Group IV-A Interest Accrual Amount: As to any Distribution Date, the sum
of the Interest Accrual Amounts for the Classes of Group IV-A Certificates with
respect to such Distribution Date.
Group IV-A Interest Percentage: As to any Distribution Date and any Class
of Group IV-A Certificates, the percentage calculated by dividing the Interest
Accrual Amount of such Class (determined without regard to clause (ii) of the
definition thereof) by the Group IV-A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group IV-A Interest Shortfall Amount: As to any Distribution Date and any
Class of Group IV-A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributable in respect of such Class on such Distribution Date pursuant to
Paragraph first clause (D) of Section 4.01(a)(i).
Group IV-A Loss Denominator: As to any Determination Date, an amount equal
to the Group IV-A Principal Balance.
Group IV-A Loss Percentage: As to any Determination Date and any Class of
Group IV-A Certificates, the percentage calculated by dividing the Principal
Balance of such Class by the Group IV-A Loss Denominator (determined without
regard to any such Principal Balance of any Class of Group IV-A Certificates not
then outstanding), in each case determined as of the preceding Determination
Date.
Group IV-A Optimal Amount: As to any Distribution Date, the sum for such
Distribution Date of (i) the Group IV-A Interest Accrual Amount, (ii) the
Aggregate Group IV-A Unpaid Interest Shortfall and (iii) the Group IV-A Optimal
Principal Amount.
Group IV-A Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Group IV Mortgage Loan that
is an Outstanding Mortgage Loan, of:
(i) the Group IV-A Percentage of the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution Date
on such Mortgage Loan;
(ii) the Group IV-A Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Group IV-A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08; and
(iv) the Group IV-A Percentage of the Substitution Principal Amount with
respect to each Mortgage Loan for which a Mortgage Loan was substituted
during the one month period ending on the day preceding the Determination
Date for such Distribution Date, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of such
Mortgage Loan for which a Mortgage Loan was substituted; and
(II) the Group IV-A Prepayment Percentage of the Recovery for Loan Group IV
for such Distribution Date.
Group IV-A Percentage: As to any Distribution Date occurring on or prior
to the Subordination Depletion Date, the lesser of (i) 100% and (ii) the
percentage obtained by dividing the Group IV-A Principal Balance (determined as
of the Determination Date preceding such Distribution Date) by the Group IV Pool
Balance. As to any Distribution Date occurring subsequent to the Subordination
Depletion Date, 100% or such lesser percentage which will cause the Group IV-A
Principal Balance to decline to zero following the distribution made on such
Distribution Date.
Group IV-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in July 2014, 100%. As to any Distribution Date
subsequent to July 2014 to and including the Distribution Date in July 2015, the
Group IV-A Percentage as of such Distribution Date plus 70% of the Group IV
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to July 2015 to and including the Distribution Date in July
2016, the Group IV-A Percentage as of such Distribution Date plus 60% of the
Group IV Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2016 to and including the Distribution Date
in July 2017, the Group IV-A Percentage as of such Distribution Date plus 40% of
the Group IV Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2017 to and including the Distribution Date
in July 2018, the Group IV-A Percentage as of such Distribution Date plus 20% of
the Group IV Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2018, the Group IV-A Percentage as of such
Distribution Date.
No reduction of the level of the Group IV-A Prepayment Percentage shall
occur on any Distribution Date unless, as of such Distribution Date, (A) the
average outstanding principal balance on such Distribution Date and for the
preceding five Distribution Dates of the Mortgage Loans in all Loan Groups that
were delinquent 60 days or more (including for this purpose any Mortgage Loans
in foreclosure and Mortgage Loans with respect to which the related Mortgaged
Property has been acquired by the Trust Estate) does not exceed 50% of the Class
B Principal Balance; and (B) cumulative Realized Losses on the Mortgage Loans in
all Loan Groups do not exceed the following percentages of the Original
Subordinated Principal Amount: (1) 30%, if such Distribution Date occurs between
and including August 2014 and July 2015, (2) 35%, if such Distribution Date
occurs between and including August 2015 and July 2016, (3) 40%, if such
Distribution Date occurs between and including August 2016 and July 2017, (4)
45%, if such Distribution Date occurs between and including August 2017 and July
2018, and (5) 50%, if such Distribution Date occurs during or after August 2018.
Notwithstanding the foregoing, with respect to any Distribution Date on
which the preceding criteria are not met, the reduction of the Group IV-A
Prepayment Percentage described in the second through sixth sentences of this
definition of Group IV-A Prepayment Percentage shall not be applicable with
respect to such Distribution Date. In such event, the Group IV-A Prepayment
Percentage for such Distribution Date will be determined in accordance with the
applicable provision, as set forth in the first through fifth sentences of this
definition, which was actually used to determine the Group IV-A Prepayment
Percentage for the Distribution Date occurring in the July preceding such
Distribution Date (it being understood that for the purposes of the
determination of the Group IV-A Prepayment Percentage for the current
Distribution Date, the current Group IV-A Percentage and Group IV Subordinated
Percentage shall be utilized).
In addition, if on any Distribution Date, prior to giving effect to any
distributions on such Distribution Date, (i) the Aggregate Subordinate
Percentage is equal to or greater than twice the Aggregate Subordinate
Percentage as of the Cut-Off Date, (ii) the average outstanding principal
balance on such Distribution Date and for the preceding five Distribution Dates
of the Mortgage Loans in all Loan Groups that were delinquent 60 days or more
(including for this purpose any Mortgage Loans in foreclosure and Mortgage Loans
with respect to which the related Mortgaged Property has been acquired by the
Trust Estate) does not exceed 50% of the Class B Principal Balance and (iii)(A)
prior to the Distribution Date in August 2010, cumulative Realized Losses on the
Mortgage Loans in all Loan Groups do not exceed 20% of the Original Subordinated
Principal Amount, then the Group IV-A Prepayment Percentage for such
Distribution Date will equal the Group IV-A Percentage for such Distribution
Date plus 50% of the Group IV Subordinated Percentage for such Distribution Date
or (B) on or after the Distribution Date in August 2010, cumulative Realized
Losses on the Mortgage Loans in all Loan Groups do not exceed 30% of the
Original Subordinated Principal Amount, then the Group IV-A Prepayment
Percentage for such Distribution Date will equal the Group IV-A Percentage for
such Distribution Date.
Notwithstanding the foregoing, if on any Distribution Date, the Aggregate
Class A Percentage exceeds such percentage as of the Cut-Off Date, then the
Group IV-A Prepayment Percentage will equal 100%.
If on any Distribution Date the allocation to the Group IV-A Certificates
of Unscheduled Principal Receipts and other amounts in the percentage required
above would reduce the Group IV-A Principal Balance below zero, the Group IV-A
Prepayment Percentage for such Distribution Date will be limited to the
percentage necessary to reduce the Group IV-A Principal Balance to zero. In
addition, once the Group IV-A Principal Balance has been reduced to zero, the
Group IV-A Prepayment Percentage will be 0%.
With respect to any Distribution Date on which the Group IV-A Prepayment
Percentage is reduced below the Group IV-A Prepayment Percentage for the prior
Distribution Date, the Master Servicer shall certify to the Trustee, based upon
information provided by each Servicer as to the Mortgage Loans serviced by it
that the criteria set forth in this definition are met.
Group IV-A Principal Balance: As of any date, an amount equal to the sum
of the Principal Balances for the Group IV-A Certificates.
Group IV-A Principal Distribution Amount: As to any Distribution Date, the
aggregate amount distributed in respect of the Classes of Group IV-A
Certificates pursuant to Paragraph third clause (D) of Section 4.01(a)(i).
Group IV-A Shortfall Percentage: As to any Distribution Date and any Class
of Group IV-A Certificates, the percentage calculated by dividing the Class A
Unpaid Interest Shortfall for such Class by the Aggregate Group IV-A Unpaid
Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.
Group V-A Certificate: Any Class V-A-1 and Class V-A-IO Certificate.
Group V-A Distribution Amount: As to any Distribution Date and any Class
of Group V-A Certificates (other than the Class V-A-IO Certificates), the amount
allocable to such Class of Group V-A Certificates pursuant to Paragraphs first
clause (E), second clause (E) and third clause (E) of Section 4.01(a)(i). As to
any Distribution Date and the Class V-A-IO Certificates, the amount allocable to
such Class pursuant to Paragraphs first clause (E) and second clause (E) of
Section 4.01(a)(i).
Group V-A Interest Accrual Amount: As to any Distribution Date, the sum of
the Interest Accrual Amounts for the Classes of Group V-A Certificates with
respect to such Distribution Date.
Group V-A Interest Percentage: As to any Distribution Date and any Class
of Group V-A Certificates, the percentage calculated by dividing the Interest
Accrual Amount of such Class (determined without regard to clause (ii) of the
definition thereof) by the Group V-A Interest Accrual Amount (determined without
regard to clause (ii) of the definition of each Interest Accrual Amount).
Group V-A Interest Shortfall Amount: As to any Distribution Date and any
Class of Group V-A Certificates, any amount by which the Interest Accrual Amount
of such Class with respect to such Distribution Date exceeds the amount
distributable in respect of such Class on such Distribution Date pursuant to
Paragraph first clause (E) of Section 4.01(a)(i).
Group V-A Loss Denominator: As to any Determination Date, an amount equal
to the Group V-A Principal Balance.
Group V-A Loss Percentage: As to any Determination Date and any Class of
Group V-A Certificates, the percentage calculated by dividing the Principal
Balance of such Class by the Group V-A Loss Denominator (determined without
regard to any such Principal Balance of any Class of Group V-A Certificates not
then outstanding), in each case determined as of the preceding Determination
Date.
Group V-A Optimal Amount: As to any Distribution Date, the sum for such
Distribution Date of (i) the Group V-A Interest Accrual Amount, (ii) the
Aggregate Group V-A Unpaid Interest Shortfall and (iii) the Group V-A Optimal
Principal Amount.
Group V-A Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum of (I) the sum, as to each Group V Mortgage Loan that is an
Outstanding Mortgage Loan, of:
(i) the Group V-A Percentage of the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution Date
on such Mortgage Loan;
(ii) the Group V-A Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Group V-A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08; and
(iv) the Group V-A Percentage of the Substitution Principal Amount with
respect to each Mortgage Loan for which a Mortgage Loan was substituted
during the one month period ending on the day preceding the Determination
Date for such Distribution Date, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of such
Mortgage Loan for which a Mortgage Loan was substituted; and
(II) the Group V-A Prepayment Percentage of the Recovery for Loan Group V for
such Distribution Date.
Group V-A Percentage: As to any Distribution Date occurring on or prior to
the Subordination Depletion Date, the lesser of (i) 100% and (ii) the percentage
obtained by dividing the Group V-A Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Group V Pool
Balance. As to any Distribution Date occurring subsequent to the Subordination
Depletion Date, 100% or such lesser percentage which will cause the Group V-A
Principal Balance to decline to zero following the distribution made on such
Distribution Date.
Group V-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in July 2014, 100%. As to any Distribution Date
subsequent to July 2014 to and including the Distribution Date in July 2015, the
Group V-A Percentage as of such Distribution Date plus 70% of the Group V
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to July 2015 to and including the Distribution Date in July
2016, the Group V-A Percentage as of such Distribution Date plus 60% of the
Group V Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2016 to and including the Distribution Date
in July 2017, the Group V-A Percentage as of such Distribution Date plus 40% of
the Group V Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2017 to and including the Distribution Date
in July 2018, the Group V-A Percentage as of such Distribution Date plus 20% of
the Group V Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2018, the Group V-A Percentage as of such
Distribution Date.
No reduction of the level of the Group V-A Prepayment Percentage shall
occur on any Distribution Date unless, as of such Distribution Date, (A) the
average outstanding principal balance on such Distribution Date and for the
preceding five Distribution Dates of the Mortgage Loans in all Loan Groups that
were delinquent 60 days or more (including for this purpose any Mortgage Loans
in foreclosure and Mortgage Loans with respect to which the related Mortgaged
Property has been acquired by the Trust Estate) does not exceed 50% of the Class
B Principal Balance; and (B) cumulative Realized Losses on the Mortgage Loans in
all Loan Groups do not exceed the following percentages of the Original
Subordinated Principal Amount: (1) 30%, if such Distribution Date occurs between
and including August 2014 and July 2015, (2) 35%, if such Distribution Date
occurs between and including August 2015 and July 2016, (3) 40%, if such
Distribution Date occurs between and including August 2016 and July 2017, (4)
45%, if such Distribution Date occurs between and including August 2017 and July
2018, and (5) 50%, if such Distribution Date occurs during or after August 2018.
Notwithstanding the foregoing, with respect to any Distribution Date on
which the preceding criteria are not met, the reduction of the Group V-A
Prepayment Percentage described in the second through sixth sentences of this
definition of Group V-A Prepayment Percentage shall not be applicable with
respect to such Distribution Date. In such event, the Group V-A Prepayment
Percentage for such Distribution Date will be determined in accordance with the
applicable provision, as set forth in the first through fifth sentences of this
definition, which was actually used to determine the Group V-A Prepayment
Percentage for the Distribution Date occurring in the July preceding such
Distribution Date (it being understood that for the purposes of the
determination of the Group V-A Prepayment Percentage for the current
Distribution Date, the current Group V-A Percentage and Group V Subordinated
Percentage shall be utilized).
In addition, if on any Distribution Date, prior to giving effect to any
distributions on such Distribution Date, (i) the Aggregate Subordinate
Percentage is equal to or greater than twice the Aggregate Subordinate
Percentage as of the Cut-Off Date, (ii) the average outstanding principal
balance on such Distribution Date and for the preceding five Distribution Dates
of the Mortgage Loans in all Loan Groups that were delinquent 60 days or more
(including for this purpose any Mortgage Loans in foreclosure and Mortgage Loans
with respect to which the related Mortgaged Property has been acquired by the
Trust Estate) does not exceed 50% of the Class B Principal Balance and (iii)(A)
prior to the Distribution Date in August 2010, cumulative Realized Losses on the
Mortgage Loans in all Loan Groups do not exceed 20% of the Original Subordinated
Principal Amount, then the Group V-A Prepayment Percentage for such Distribution
Date will equal the Group V-A Percentage for such Distribution Date plus 50% of
the Group V Subordinated Percentage for such Distribution Date or (B) on or
after the Distribution Date in August 2010, cumulative Realized Losses on the
Mortgage Loans in all Loan Groups do not exceed 30% of the Original Subordinated
Principal Amount, then the Group V-A Prepayment Percentage for such Distribution
Date will equal the Group V-A Percentage for such Distribution Date.
Notwithstanding the foregoing, if on any Distribution Date, the Aggregate
Class A Percentage exceeds such percentage as of the Cut-Off Date, then the
Group V-A Prepayment Percentage will equal 100%.
If on any Distribution Date the allocation to the Group V-A Certificates
of Unscheduled Principal Receipts and other amounts in the percentage required
above would reduce the Group V-A Principal Balance below zero, the Group V-A
Prepayment Percentage for such Distribution Date will be limited to the
percentage necessary to reduce the Group V-A Principal Balance to zero. In
addition, once the Group V-A Principal Balance has been reduced to zero, the
Group V-A Prepayment Percentage will be 0%.
With respect to any Distribution Date on which the Group V-A Prepayment
Percentage is reduced below the Group V-A Prepayment Percentage for the prior
Distribution Date, the Master Servicer shall certify to the Trustee, based upon
information provided by each Servicer as to the Mortgage Loans serviced by it
that the criteria set forth in this definition are met.
Group V-A Principal Balance: As of any date, an amount equal to the sum of
the Principal Balances for the Group V-A Certificates.
Group V-A Principal Distribution Amount: As to any Distribution Date, the
aggregate amount distributed in respect of the Classes of Group V-A Certificates
pursuant to Paragraph third clause (E) of Section 4.01(a)(i).
Group V-A Shortfall Percentage: As to any Distribution Date and any Class
of Group V-A Certificates, the percentage calculated by dividing the Class A
Unpaid Interest Shortfall for such Class by the Aggregate Group V-A Unpaid
Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.
Group A Principal Balance: Any of the Group I-A Principal Balance, Group
II-A Principal Balance, Group III-A Principal Balance, Group IV-A Principal
Balance or Group V-A Principal Balance.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such Person
who (i) is in fact independent of the Depositor, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Depositor or the Master Servicer or any
Servicer or in an affiliate of either, 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: Any of the One-Year CMT Index, the One-Year LIBOR Index or the
Six-Month LIBOR Index. In the event that any such Index is no longer available,
the applicable Servicer will select a substitute Index in accordance with the
terms of the related Mortgage Note and in compliance with federal and state law.
Insurance Policy: Any insurance or performance bond relating to a Mortgage
Loan or the Mortgage Loans, including any hazard insurance, special hazard
insurance, flood insurance, primary mortgage insurance, mortgagor bankruptcy
bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any Insurance
Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy covering a
Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any Class of
Class A Certificates, (i) the product of (a) 1/12th of the Class A Pass-Through
Rate for such Class and (b) the Principal Balance of such Class or in the case
of the Class I-A-IO, Class II-A-IO, Class III-A-IO, Class IV-A-IO or Class
V-A-IO Certificates, the related Notional Amount, as of the Determination Date
immediately preceding such Distribution Date minus (ii) the sum of (A) the Group
I-A Interest Percentage, Group II-A Interest Percentage, Group III-A Interest
Percentage, Group IV-A Interest Percentage or Group V-A Interest Percentage, as
applicable, of such Class of the interest portion of any Realized Losses
allocated to the Group I-A Certificates, Group II-A Certificates, Group III-A
Certificates, Group IV-A Certificates or Group V-A Certificates, as applicable,
on or after the Subordination Depletion Date pursuant to Section 4.02(c) and (B)
the Class A Interest Percentage of such Class of any Non-Supported Interest
Shortfall or Relief Act Shortfall allocated to the Class A Certificates with
respect to such Distribution Date.
As to any Distribution Date and any Class of Class B Certificates, an
amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate and
the Principal Balance of such Class as of the Determination Date preceding such
Distribution Date minus (ii) the Class B Interest Percentage of such Class of
the sum of any Non-Supported Interest Shortfall and any Relief Act Shortfall
allocated to the Class B Certificates with respect to such Distribution Date.
Interest Only Certificates: The Class I-A-IO, Class II-A-IO, Class
III-A-IO, Class IV-A-IO and Class V-A-IO Certificates.
Letter of Credit: As defined in the Xxxxx Fargo Bank Servicing
Agreement.
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the aggregate
of the amount of losses with respect to each Mortgage Loan which became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, equal
to the excess of (i) the unpaid principal balance of each such Liquidated Loan,
plus accrued interest thereon in accordance with the amortization schedule at
the time applicable thereto at the applicable Net Mortgage Interest Rate from
the Due Date as to which interest was last paid with respect thereto through the
last day of the month preceding the month in which such Distribution Date
occurs, over (ii) Net Liquidation Proceeds with respect to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection with
the liquidation of any defaulted Mortgage Loan or property acquired in respect
thereof (including, without limitation, legal fees and expenses, committee or
referee fees, and, if applicable, brokerage commissions and conveyance taxes),
any unreimbursed advances (including Periodic Advances) expended by such
Servicer pursuant to its Servicing Agreement or the Master Servicer or Trustee
pursuant hereto respecting the related Mortgage Loan, including any unreimbursed
advances for real property taxes or for property restoration or preservation of
the related Mortgaged Property. Liquidation Expenses shall not include any
previously incurred expenses in respect of an REO Mortgage Loan which have been
netted against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including Insurance
Proceeds) or PMI Advances made by a Servicer in connection with the liquidation
of defaulted Mortgage Loans or property acquired in respect thereof, whether
through foreclosure, sale or otherwise, including payments in connection with
such Mortgage Loans received from the Mortgagor, other than amounts required to
be paid to the Mortgagor pursuant to the terms of the applicable Mortgage or to
be applied otherwise pursuant to law.
Liquidation Profits: As to any Distribution Date and any Mortgage Loan
that became a Liquidated Loan during the Applicable Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts for such
Distribution Date, the excess, if any, of (i) Net Liquidation Proceeds in
respect of such Liquidated Loan over (ii) the unpaid principal balance of such
Liquidated Loan plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs.
Loan Group: Any of Loan Group I, Loan Group II, Loan Group III, Loan Group
IV or Loan Group V.
Loan Group I: The Group I Mortgage Loans.
Loan Group II: The Group II Mortgage Loans.
Loan Group III: The Group III Mortgage Loans.
Loan Group IV: The Group IV Mortgage Loans.
Loan Group V: The Group V Mortgage Loans.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the numerator
of which is the principal balance of a particular Mortgage Loan at origination
and the denominator of which is the lesser of (x) the appraised value of the
related Mortgaged Property determined in the appraisal used by the originator at
the time of origination of such Mortgage Loan, and (y) if the Mortgage is
originated in connection with a sale of the Mortgaged Property, the sale price
for such Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section 4.01(a)(iv).
Lower-Tier REMIC: One of three separate REMICs comprising the Trust
Estate, the assets of which consist of the Mortgage Loans, such amounts as shall
from time to time be held in the Certificate Account, the insurance policies, if
any, relating to a Mortgage Loan and property which secured a Mortgage Loan and
which has been acquired by foreclosure or deed in lieu of foreclosure.
Master Servicer: Xxxxx Fargo Bank, or its successor in interest.
Initially, the Master Servicer functions shall be performed by the Corporate
Trust Services division of Xxxxx Fargo Bank.
Master Servicer Errors and Omissions Policy: An insurance policy
covering losses caused by errors or omissions of the Master Servicer and its
personnel.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to the Master Servicing Fee Rate of the unpaid principal
balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.20.
Master Servicing Officer: Any officer of the Master Servicer involved
in, or responsible for, the administration and master servicing of the
Mortgage Loans.
MERS: The Mortgage Electronic Registration Systems, Inc.
MERS Mortgage Loan: Any MOM Mortgage Loan or any other Mortgage Loan as to
which MERS is (or is intended to be) the mortgagee of record and as to which a
MIN has been assigned.
Mid-Month Receipt Period: With respect to each Distribution Date, the one
month period beginning on the Determination Date (or, in the case of the first
Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
Middle-Tier Certificate Account: The trust account established and
maintained pursuant to Section 4.01(e).
Middle-Tier Distribution Amount: As defined in Section 4.01(a)(iii).
Middle-Tier REMIC: One of the three separate REMICs comprising the Trust
Estate, the assets of which consist of the Uncertificated Lower-Tier Interests
and such amounts as shall from time to time be held in the Middle-Tier
Certificate Account.
MIN: A MERS Mortgage Identification Number assigned to a Mortgage Loan
registered under MERS.
MOM: A Mortgage Loan where the related Mortgage names MERS as the original
mortgagee thereof, as to which a MIN has been assigned, and which Mortgage has
not been assigned to any other person.
Month End Interest: As defined in each Servicing Agreement.
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage Loan)
and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on Mortgaged Property securing a Mortgage Note together with any Mortgage
Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate at
which interest accrues on the unpaid principal balance thereof as set forth in
the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Purchase Agreement: The mortgage loan purchase agreement
dated as of July 25, 2007 between Xxxxx Fargo Bank, as seller, and the
Depositor, as purchaser.
Mortgage Loan Rider: The standard Xxxxxx Mae/Xxxxxxx Mac riders to the
Mortgage Note and/or Mortgage riders required when the Mortgaged Property is a
condominium unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list delivered by the Depositor to the
Trustee, the Master Servicer and the Custodian of the Mortgage Loans transferred
to the Trustee on the Closing Date as part of the Trust Estate, which list may
be amended following the Closing Date upon conveyance of a Substitute Mortgage
Loan pursuant to Section 2.02 or 2.03 and which list shall set forth at a
minimum the following information as of the close of business on the Cut-Off
Date (or, with respect to Substitute Mortgage Loans, as of the close of business
on the day of substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xiii) the applicable Servicing Fee Rate;
(xiv) the Master Servicing Fee Rate;
(xv) the applicable Index;
(xvi) the Gross Margin;
(xvii) the Periodic Cap;
(xviii) the first Adjustment Date following the Closing Date;
(xix) the Rate Ceiling;
(xx) in the case of any Mortgage Loan initially serviced by Xxxxx Fargo
Bank, whether such Mortgage Loan is a Type 1 Mortgage Loan or a Type 2 Mortgage
Loan;
(xxi) the name of the Servicer; and
(xxii) whether such Mortgage Loan is a Group I Mortgage Loan, Group II
Mortgage Loan, Group III Mortgage Loan, Group IV Mortgage Loan or Group V
Mortgage Loan.
Such schedule may consist of multiple reports that collectively set forth
all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and assigned to the
Trustee on the Closing Date pursuant to Section 2.01(a) and any mortgage loans
substituted therefor pursuant to Section 2.02 or 2.03, in each case as from time
to time are included in the Trust Estate as identified in the Mortgage Loan
Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which may include
Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan, a rate
equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii) the sum
of (a) the applicable Servicing Fee Rate, as set forth in Section 11.19 with
respect to such Mortgage Loan and (b) the Master Servicing Fee Rate, as set
forth in Section 11.20 with respect to such Mortgage Loan. Any regular monthly
computation of interest at such rate shall be based upon annual interest at such
rate on the applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of any
related expenses of the Servicer.
Net WAC: As to any Loan Group and any Distribution Date, a per annum rate
equal to the weighted average of the Net Mortgage Interest Rates of the Mortgage
Loans in such Loan Group (based on the Scheduled Principal Balances of the
Mortgage Loans in such Loan Group on the first day of the month preceding the
month in which such Distribution Date occurs).
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Nonrecoverable Advance: Any portion of a Periodic Advance previously made
or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trustee, as
the case may be, and which the Servicer, the Master Servicer or the Trustee
determines will not, or in the case of a proposed Periodic Advance would not, be
ultimately recoverable from Liquidation Proceeds or other recoveries in respect
of the related Mortgage Loan. The determination by the Servicer, the Master
Servicer or the Trustee (i) that it has made a Nonrecoverable Advance or (ii)
that any proposed Periodic Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the Servicer
delivered to the Master Servicer for redelivery to the Trustee or, in the case
of a Master Servicer determination, an Officer's Certificate of the Master
Servicer delivered to the Trustee, in each case detailing the reasons for such
determination.
Non-Supported Interest Shortfall: With respect to any Distribution Date,
the sum of (i) the excess, if any, of the aggregate Prepayment Interest
Shortfall on the Mortgage Loans over the aggregate Compensating Interest with
respect to such Distribution Date and (ii) Curtailment Interest Shortfalls with
respect to such Distribution Date. With respect to each Distribution Date
occurring on or after the Subordination Depletion Date, the Non-Supported
Interest Shortfall determined pursuant to the preceding sentence will be
increased by the amount of any Subordination Depletion Date Interest Shortfall
for such Distribution Date. Any Non-Supported Interest Shortfall will be
allocated to (a) the Class A Certificates according to the percentage obtained
by dividing the Aggregate Class A Principal Balance by the Aggregate Principal
Balance and (b) the Class B Certificates according to the percentage obtained by
dividing the Class B Principal Balance by the Aggregate Principal Balance.
Non-U.S. Person: As defined in Section 4.01(g).
Notional Amount: The Class I-A-IO Notional Amount, the Class II-A-IO
Notional Amount, the Class III-A-IO Notional Amount, the Class IV-A-IO Notional
Amount or the Class V-A-IO Notional Amount.
NYCEMA: A New York Consolidation, Extension and Modification Agreement.
Officer's Certificate: With respect to any Person, a certificate signed by
the Chairman of the Board, the President or a Vice President, and by the
Treasurer, the Secretary or one of the Assistant Treasurers, Assistant
Secretaries or any other duly authorized officer of such Person (or, in the case
of a Person which is not a corporation, signed by the person or persons having
like responsibilities).
One-Year CMT Index: As to any Mortgage Loan and Adjustment Date, a
rate per annum that is defined to be the weekly average yield on United States
Treasury Securities adjusted to a constant maturity of one year, as made
available by the Federal Reserve Board, published in Federal Reserve Statistical
Release H.15 (519) and most recently available as of the date up to 45 days
before the applicable Adjustment Date. In the event that such Index is no longer
available, the applicable Servicer will select a substitute Index in accordance
with the terms of the related Mortgage Note and in compliance with federal and
state law.
One-Year LIBOR Index: As to any Mortgage Loan and Adjustment Date, a rate
per annum that is defined to be the average of interbank offered rates for
one-year U.S. dollar-denominated deposits in the London market, as published in
The Wall Street Journal and most recently available as of the date up to 45 days
before the applicable Adjustment Date.
Opinion of Counsel: A written opinion of counsel, who may be outside or
salaried counsel for the Depositor, a Servicer or the Master Servicer, or any
affiliate of the Depositor, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee; provided, however,
that with respect to REMIC matters, matters relating to the determination of
Eligible Accounts or matters relating to transfers of Certificates, such counsel
shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third sentence of the definition of
Principal Balance or (b) the Principal Balance of a Class of Class B
Certificates with a lower numerical designation would be reduced with respect to
such Distribution Date as a result of the application of the proviso in the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance,
Class B-6 Principal Balance, Class B-7 Principal Balance or Class B-8 Principal
Balance.
Original Aggregate Subordinate Percentage: The Aggregate Subordinate
Percentage as of the Cut-Off Date, as set forth in Section 11.06.
Original Class I-A-IO Notional Amount: The Original Class I-A-IO Notional
Amount as set forth in Section 11.05(a).
Original Class II-A-IO Notional Amount: The Original Class II-A-IO
Notional Amount as set forth in Section 11.05(b).
Original Class III-A-IO Notional Amount: The Original Class III-A-IO
Notional Amount as set forth in Section 11.05(c).
Original Class IV-A-IO Notional Amount: The Original Class IV-A-IO
Notional Amount as set forth in Section 11.05(d).
Original Class V-A-IO Notional Amount: The Original Class V-A-IO Notional
Amount as set forth in Section 11.05(e).
Original Class B Principal Balance: The sum of the Original Class B-1
Principal Balance, the Original Class B-2 Principal Balance, the Original Class
B-3 Principal Balance, the Original Class B-4 Principal Balance, the Original
Class B-5 Principal Balance, the Original Class B-6 Principal Balance, the
Original Class B-7 Principal Balance and the Original Class B-8 Principal
Balance, as set forth in Section 11.07.
Original Class B-1 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-2 Principal
Balance, the Original Class B-3 Principal Balance, the Original Class B-4
Principal Balance, the Original Class B-5 Principal Balance, the Original Class
B-6 Principal Balance, the Original Class B-7 Principal Balance and the Original
Class B-8 Principal Balance by the Cut-Off Date Aggregate Principal Balance. The
Original Class B-1 Fractional Interest is specified in Section 11.09.
Original Class B-2 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-3 Principal
Balance, the Original Class B-4 Principal Balance, the Original Class B-5
Principal Balance, the Original Class B-6 Principal Balance, the Original Class
B-7 Principal Balance and the Original Class B-8 Principal Balance by the
Cut-Off Date Aggregate Principal Balance. The Original Class B-2 Fractional
Interest is specified in Section 11.10.
Original Class B-3 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-4 Principal
Balance, the Original Class B-5 Principal Balance, the Original Class B-6
Principal Balance, the Original Class B-7 Principal Balance and the Original
Class B-8 Principal Balance by the Cut-Off Date Aggregate Principal Balance. The
Original Class B-3 Fractional Interest is specified in Section 11.11.
Original Class B-4 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-5 Principal
Balance, the Original Class B-6 Principal Balance, the Original Class B-7
Principal Balance and the Original Class B-8 Principal Balance by the Cut-Off
Date Aggregate Principal Balance. The Original Class B-4 Fractional Interest is
specified in Section 11.12.
Original Class B-5 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the Original Class B-6 Principal Balance,
the Original Class B-7 Principal Balance and the Original Class B-8 Principal
Balance by the Cut-Off Date Aggregate Principal Balance. The Original Class B-5
Fractional Interest is specified in Section 11.13.
Original Class B-6 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the Original Class B-7 Principal Balance and
the Original Class B-8 Principal Balance by the Cut-Off Date Aggregate Principal
Balance. The Original Class B-6 Fractional Interest is specified in Section
11.14.
Original Class B-7 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the Original Class B-8 Principal Balance by
the Cut-Off Date Aggregate Principal Balance. The Original Class B-7 Fractional
Interest is specified in Section 11.15.
Original Class B-1 Principal Balance: The Class B-1 Principal Balance as
of the Cut-Off Date, as set forth in Section 11.08.
Original Class B-2 Principal Balance: The Class B-2 Principal Balance as
of the Cut-Off Date, as set forth in Section 11.08.
Original Class B-3 Principal Balance: The Class B-3 Principal Balance as
of the Cut-Off Date, as set forth in Section 11.08.
Original Class B-4 Principal Balance: The Class B-4 Principal Balance as
of the Cut-Off Date, as set forth in Section 11.08.
Original Class B-5 Principal Balance: The Class B-5 Principal Balance as
of the Cut-Off Date, as set forth in Section 11.08.
Original Class B-6 Principal Balance: The Class B-6 Principal Balance as
of the Cut-Off Date, as set forth in Section 11.08.
Original Class B-7 Principal Balance: The Class B-7 Principal Balance as
of the Cut-Off Date, as set forth in Section 11.08.
Original Class B-8 Principal Balance: The Class B-8 Principal Balance as
of the Cut-Off Date, as set forth in Section 11.08.
Original Group I-A Percentage: The Group I-A Percentage as of the Cut-Off
Date as set forth in Section 11.03 (a).
Original Group II-A Percentage: The Group II-A Percentage as of the
Cut-Off Date as set forth in Section 11.03 (b).
Original Group III-A Percentage: The Group III-A Percentage as of the
Cut-Off Date as set forth in Section 11.03 (c).
Original Group IV-A Percentage: The Group IV-A Percentage as of the
Cut-Off Date as set forth in Section 11.03 (d).
Original Group V-A Percentage: The Group V-A Percentage as of the Cut-Off
Date as set forth in Section 11.03 (e).
Original Principal Balance: Any of the Original Principal Balances of the
Classes of Class A Certificates as set forth in Section 11.04; the Original
Class B-1 Principal Balance, Original Class B-2 Principal Balance, Original
Class B-3 Principal Balance, Original Class B-4 Principal Balance, Original
Class B-5 Principal Balance, Original Class B-6 Principal Balance Original Class
B-7 Principal Balance or Original Class B-8 Principal Balance as set forth in
Section 11.08.
Original Subordinated Principal Amount: The Class B Principal Balance
as of the Cut-Off Date.
Other Servicer: Any of the Servicers other than Xxxxx Fargo Bank.
Other Servicer Mortgage Loan: Any of the Mortgage Loans, if any,
identified on the Mortgage Loan Schedule as serviced by an Other Servicer, as
such Mortgage Loan Schedule may be amended from time to time in connection with
a substitution pursuant to Section 2.02 or 2.03, which Mortgage Loan is serviced
under an Other Servicing Agreement.
Other Servicing Agreements: The Servicing Agreements other than the
Xxxxx Fargo Bank Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Mortgage Loan) which was not the subject of a Full Unscheduled Principal
Receipt prior to such Due Date and which was not repurchased by the Depositor
prior to such Due Date pursuant to Section 2.02, 2.03 or 3.08.
Owner Mortgage Loan File: A file maintained by the Custodian for each
Mortgage Loan that contains the documents specified in Section 2.01(a) and any
additional documents required to be added to the Owner Mortgage Loan File
pursuant to this Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by a Servicer
prior to the Unscheduled Principal Receipt Period in which the related Mortgage
Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal Receipt
which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized to make distributions to
Certificateholders with respect to the Certificates and to forward to
Certificateholders the periodic and annual statements required by Section
4.04. The Paying Agent may be the Trustee. The initial Paying Agent is
appointed in Section 4.03(b).
Paying Agent Agreement: As defined in Section 4.03(b).
Payment Account: The account maintained pursuant to Section 4.03(a).
Percentage Interest: With respect to a Class A Certificate of a Class
(other than a Class of Interest Only Certificates), the undivided percentage
interest obtained by dividing the Denomination of such Certificate by the
Original Principal Balance of such Class of Class A Certificates. With respect
to a Class A Certificate of a Class of Interest Only Certificates, the undivided
percentage interest obtained by dividing the Denomination of such Certificate by
the Original Notional Amount of such Class of Interest Only Certificates. With
respect to a Class B Certificate of a Class, the undivided percentage interest
obtained by dividing the Denomination of such Certificate by the Original
Principal Balance of such Class of Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made by a
Servicer on any Remittance Date pursuant to its Servicing Agreement or by the
Master Servicer or the Trustee hereunder on any Distribution Date, the amount of
any such advances being equal to the total of all Monthly Payments (adjusted, in
each case (i) in respect of interest, to the applicable Mortgage Interest Rate
less the applicable Servicing Fee in the case of Periodic Advances made by a
Servicer and to the applicable Net Mortgage Interest Rate in the case of
Periodic Advances made by the Master Servicer or Trustee and (ii) by the amount
of any related Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Servicemembers Civil Relief Act,
as it may be amended from time to time, or similar legislation or regulations
then in effect) on the Mortgage Loans, that (x) were delinquent as of the close
of business on the related Determination Date, (y) were not the subject of a
previous Periodic Advance by such Servicer or of a Periodic Advance by the
Master Servicer or the Trustee, as the case may be and (z) have not been
determined by the Master Servicer, such Servicer or Trustee to be Nonrecoverable
Advances. For purposes of the preceding sentence, the Monthly Payment on each
Balloon Loan with a delinquent Balloon Payment is equal to the assumed monthly
payment that would have been due on the related Due Date based on the original
principal amortization schedule for such Balloon Loan.
Periodic Cap: For each Mortgage Loan, the applicable limit on adjustment
of the Mortgage Interest Rate for each Adjustment Date specified in the
applicable Mortgage Note and designated as such in the Mortgage Loan Schedule.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
Pledge Holder: As defined in the Xxxxx Fargo Bank Servicing Agreement.
Pledged Asset Mortgage Loans: The Mortgage Loans listed on Exhibit Q
for which Letters of Credit have been issued.
PMI Advance: As defined in the related Servicing Agreement, if applicable.
Pool Balance: Any of the Group I Pool Balance, Group II Pool Balance,
Group III Pool Balance, Group IV Pool Balance or Group V Pool Balance.
Pool Scheduled Principal Balance: The sum of the Group I Pool Balance,
Group II Pool Balance, Group III Pool Balance, Group IV Pool Balance or Group V
Pool Balance.
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor payment
consisting of a Principal Prepayment in the amount of the outstanding principal
balance of such loan and resulting in the full satisfaction of such obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount of
interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Principal Adjustment: In the event that the Class B-1 Optimal Principal
Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount,
Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount, Class
B-6 Optimal Principal Amount Class B-7 Optimal Principal Amount or Class B-8
Optimal Principal Amount is calculated in accordance with the proviso in such
definition with respect to any Distribution Date, the Principal Adjustment for
such Class of Class B Certificates shall equal the difference between (i) the
amount that would have been distributed to such Class as principal in accordance
with Section 4.01(a)(ii) for such Distribution Date, calculated without regard
to such proviso and assuming there are no Principal Adjustments for such
Distribution Date and (ii) the Adjusted Principal Balance for such Class.
Principal Balance: As of the first Determination Date and as to any Class
of Class A Certificates (other than a Class of Interest Only Certificates), the
Original Principal Balance of such Class. As of any subsequent Determination
Date prior to the Subordination Depletion Date and as to any Class of Class A
Certificates (other than a Class of Interest Only Certificates), the Original
Principal Balance of such Class less the sum of all amounts previously allocated
to such Class on prior Distribution Dates (i) pursuant to Paragraph third
clauses (A)(1), (B)(1), (C)(1), (D)(1) and (E)(1) of Section 4.01(a)(i) as
applicable, (ii) pursuant to clause (vi) of Section 4.01(b) and (iii) as a
result of a Principal Adjustment. After the Subordination Depletion Date, each
such Principal Balance of a Class of Class A Certificates will also be reduced
(if clause (a) is greater than clause (b)) or increased (if clause (a) is less
than clause (b)) on each Determination Date by an amount equal to the product of
the Group I-A Loss Percentage, Group II-A Loss Percentage, Group III-A Loss
Percentage, Group IV-A Loss Percentage or Group V-A Loss Percentage, as
applicable, of such Class and the difference, if any, between (a) the Group I-A
Principal Balance, Group II-A Principal Balance, Group III-A Principal Balance,
Group IV-A Principal Balance or Group V-A Principal Balance, as applicable, as
of such Determination Date without regard to this sentence and (b) Group I
Adjusted Pool Amount, Group II Adjusted Pool Amount, Group III Adjusted Pool
Amount, Group IV Adjusted Pool Amount or Group V Adjusted Pool Amount, as
applicable, for the preceding Distribution Date; provided, however, that the
amount of any such reduction for the Class I-A-1 Certificates will be decreased
by the Class I-A-2 Loss Allocation Amount, the amount of any such reduction for
the Class II-A-1 Certificates will be decreased by the Class II-A-2 Loss
Allocation Amount, the amount of any such reduction for the Class III-A-1
Certificates will be decreased by the Class III-A-2 Loss Allocation Amount and
the amount of any such reduction for the Class IV-A-1 Certificates will be
decreased by the Class IV-A-2 Loss Allocation Amount. After the Subordination
Depletion Date, the Principal Balance of the Class I-A-2 Certificates will
additionally be reduced by the Class I-A-2 Loss Allocation Amount, the Principal
Balance of the Class II-A-2 Certificates will additionally be reduced by the
Class II-A-2 Loss Allocation Amount, the Principal Balance of the Class III-A-2
Certificates will additionally be reduced by the Class III-A-2 Loss Allocation
Amount and the Principal Balance of the Class IV-A-2 Certificates will
additionally be reduced by the Class IV-A-2 Loss Allocation Amount. In addition,
any increase allocated to the Class I-A-1 Certificates pursuant to the third
sentence above will instead increase the Principal Balance of the Class I-A-2
Certificates, any increase allocated to the Class II-A-1 Certificates pursuant
to the third sentence above will instead increase the Principal Balance of the
Class II-A-2 Certificates, any increase allocated to the Class III-A-1
Certificates pursuant to the third sentence above will instead increase the
Principal Balance of the Class III-A-2 Certificates and any increase allocated
to the Class IV-A-1 Certificates pursuant to the third sentence above will
instead increase the Principal Balance of the Class IV-A-2 Certificates.
The Class I-A-IO, Class II-A-IO, Class III-A-IO, Class IV-A-IO and Class
V-A-IO Certificates are Interest Only Certificates and have no Principal
Balance.
As to the Class B Certificates, the Class B-1 Principal Balance, Class B-2
Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance,
Class B-5 Principal Balance, Class B-6 Principal Balance, Class B-7 Principal
Balance or Class B-8 Principal Balance, as applicable.
Notwithstanding the foregoing, no Principal Balance of a Class will be
increased on any Determination Date such that the Principal Balance of such
Class exceeds its Original Principal Balance less all amounts previously
distributed in respect of such Class on prior Distribution Dates pursuant to
Paragraph third clauses (A), (B), (C), (D) or (E) of Section 4.01(a)(i) or
Paragraphs third, sixth, ninth, twelfth, fifteenth, eighteenth, twenty-first or
twenty-fourth of Section 4.01(a)(ii).
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which is
received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F of the
Code.
Prospectus: The prospectus dated July 23, 2006 as supplemented by the
prospectus supplement dated July 23, 2006, relating to the Class A, Class B-1,
Class B-2, Class B-3, Class B-4 and Class B-5 Certificates.
Prudent Servicing Practices: The standard of care set forth in each
Servicing Agreement.
Rate Ceiling: The maximum per annum Mortgage Interest Rate permitted
under the related Mortgage Note.
Rating Agency: Any nationally recognized statistical credit rating agency,
or its successor, that rated one or more Classes of the Certificates at the
request of the Depositor at the time of the initial issuance of the
Certificates. The Rating Agencies for the Class A, Class B-1, Class B-2, Class
B-3, Class B-4 and Class B-5 Certificates are Fitch and S&P. The Rating Agency
for the Class B-6 and Class B-7 Certificates is Fitch. If any such agency or a
successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Depositor,
notice of which designation shall be given to the Trustee and the Master
Servicer. References herein to the highest short-term rating category of a
Rating Agency shall mean F-1+ in the case of Fitch, A-1 in the case of S&P and
in the case of any other Rating Agency shall mean its equivalent of such
ratings. References herein to the highest long-term rating categories of a
Rating Agency shall mean AAA in the case of Fitch and S&P, and in the case of
any other Rating Agency shall mean its equivalent of such ratings without any
plus or minus.
Realized Losses: With respect to any Distribution Date, (i) Liquidated
Loan Losses incurred on Liquidated Loans for which the Liquidation Proceeds were
received during the Applicable Unscheduled Principal Receipt Period with respect
to Full Unscheduled Principal Receipts with respect to such Distribution Date
and (ii) Bankruptcy Losses incurred during the period corresponding to the
Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled
Principal Receipts for such Distribution Date.
Record Date: The last Business Day of the month preceding the month of the
related Distribution Date.
Recovery: As to any Distribution Date and each Loan Group, the sum of all
amounts received (net of any reimbursable expenses) for the Group I Mortgage
Loans, Group II Mortgage Loans, Group III Mortgage Loans, Group IV Mortgage
Loans or Group V Mortgage Loans, as applicable, subsequent to any such Mortgage
Loan being determined to be a Liquidated Loan.
Regulation AB: Subpart 229.1100--Asset Backed Securities (Regulation AB),
17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to time, and
subject to such clarification and interpretation as have been publicly provided
by the Commission in the adopting release (Asset-Backed Securities, Securities
Act Release No. 33-8518, 70 Fed. Reg. 1,506 (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.
Reimbursement Amount: As defined in Section 2.03(c).
Relevant Servicing Criteria: The Servicing Criteria applicable to the
Master Servicer, the Trustee, the Custodian or the Servicers, as set forth on
Exhibit R attached hereto and the Servicing Criteria applicable to any Special
Servicer as set forth in the applicable Special Servicing Agreement. 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, the Trustee, the Custodian, the Special Servicer
(if applicable) or a Servicer, the term "Relevant Servicing Criteria" refers to
the portion of the Relevant Servicing Criteria applicable to the party engaging
such Servicing Function Participant insofar as the functions required to be
performed by such party are to be performed by the Servicing Function
Participant.
Relief Act Shortfall: Any interest shortfalls arising as a result of the
reduction in the amount of monthly interest payments on any Mortgage Loans as a
result of the application of the Servicemembers Civil Relief Act, as it may be
amended from time to time, or comparable state legislation. Any Relief Act
Shortfall will be allocated to (A) the Class A Certificates according to the
percentage obtained by dividing the Aggregate Class A Principal Balance by the
Aggregate Principal Balance and (B) the Class B Certificates according to the
percentage obtained by dividing the Class B Principal Balance by the Aggregate
Principal Balance.
REMIC: A "real estate mortgage investment conduit" as defined in Code
Section 860D.
REMIC Provisions: Provisions of the federal income tax law relating to
REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M of
Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department
of the Treasury temporary, proposed or final regulations promulgated thereunder,
as the foregoing are in effect (or with respect to proposed regulations, are
proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan and as
to which the indebtedness evidenced by the related Mortgage Note is discharged
and the related Mortgaged Property is held as part of the Trust Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Reportable Event: As defined in Section 3.12(c).
Repurchase Price: With respect to any Mortgage Loan repurchased pursuant
to Section 2.02, 2.03 or 3.08 hereof, the sum of (a) 100% of the unpaid
principal balance of such Mortgage Loan plus (b) accrued interest at the
Mortgage Interest Rate through the last day of the month in which such
repurchase takes place.
Request for Release: A request for release (which may be in electronic
form) in substantially the form attached as Exhibit G hereto.
Residual Certificate: The Class I-A-R Certificate.
Responsible Officer: When used with respect to the Trustee, the Master
Servicer, the Custodian, the Paying Agent or the Authenticating Agent, any
officer of the Corporate Trust Department of the Trustee, the Master Servicer,
the Custodian, the Paying Agent or the Authenticating Agent having direct
responsibility for the administration of this Agreement, 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 employee
of the Trustee, the Master Servicer, the Custodian, the Paying Agent or the
Authenticating Agent customarily performing functions similar to those performed
by any of the above-designated officers. When used with respect to a Servicer, a
Servicing Officer.
Retained Mortgage Loan File: A file maintained by Xxxxx Fargo Bank prior
to any Document Transfer Date for each Mortgage Loan that contains the documents
specified in Section 2.01(b) and any additional documents required to be added
to the Retained Mortgage Loan File pursuant to this Agreement.
Rule 144A: Rule 144A promulgated under the 1933 Act.
S&P: Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc.,
or its successor in interest.
Xxxxxxxx-Xxxxx Certification: As defined in Section 3.12(b).
Scheduled Principal Balance: As to any Mortgage Loan and Distribution
Date, the principal balance of such Mortgage Loan as of the Due Date in the
month preceding the month of such Distribution Date as specified in the
amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Xxxxx Fargo Bank, as a Servicer under the related Servicing
Agreement. Initially the servicing functions performed by Xxxxx Fargo Bank
shall be performed by the Xxxxx Fargo Home Mortgage division of Xxxxx Fargo
Bank.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are listed on Exhibit L.
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 any Servicer, as defined in its
Servicing Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.19.
Servicing Function Participant: Any Subservicer, Subcontractor or any
other Person, other than the Master Servicer, the Trustee, the Custodian, the
Special Servicer (if applicable) and the Servicers, that is performing
activities addressed by the Servicing Criteria.
Servicing Officer: Any officer of a Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans.
Similar Law: As defined in Section 5.02(c).
Six-Month LIBOR Index: As to any Mortgage Loan and Adjustment Date, a rate
per annum that is defined to be the average of interbank offered rates for
six-month U.S. dollar-denominated deposits in the London market, as published in
The Wall Street Journal and most recently available as of the date up to 45 days
before the applicable Adjustment Date.
Special Servicer: As defined in Section 3.08.
Special Servicing Agreement: As defined in Section 3.08.
Single Certificate: A Certificate of any Class that evidences the
smallest permissible Denomination for such Class, as set forth in
Section 11.18.
Startup Day: As defined in Section 2.05.
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, the Trustee or the Custodian.
Subordinate Balance Ratio: As of any date of determination, the ratio
among the principal balances of the Class I-LS Interest, Class II-LS Interest,
Class III-LS Interest, Class IV-LS Interest and Class V-LS Interest, equal to
the ratio among the Group I Subordinate Amount, the Group II Subordinate Amount,
the Group III Subordinate Amount, the Group IV Subordinate Amount and the Group
V Subordinate Amount.
Subordination Depletion Date: The Distribution Date preceding the first
Distribution Date on which each of the Group I-A Percentage, Group II-A
Percentage, Group III-A Percentage, Group IV-A Percentage and Group V-A
Percentage (in each case, determined pursuant to clause (ii) of the definition
thereof) equals or exceeds 100%.
Subordination Depletion Date Interest Shortfall: With respect to any
Distribution Date that occurs on or after the Subordination Depletion Date with
respect to any Unscheduled Principal Receipt (other than a Prepayment in Full or
Curtailment):
(A) in the case where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer on or after the
Determination Date in the month preceding the month of such
Distribution Date but prior to the first day of the month of such
Distribution Date, the amount of interest that would have accrued at
the Net Mortgage Interest Rate on the amount of such Unscheduled
Principal Receipt from the day of its receipt or, if earlier, its
application by the Servicer through the last day of the month
preceding the month of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer during the month
preceding the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest Rate
on the amount of such Unscheduled Principal Receipt from the day of
its receipt or, if earlier, its application by the Servicer through
the last day of the month in which such Unscheduled Principal
Receipt is received.
Subservicer: Any Person that (i) services Mortgage Loans on behalf of any
Servicer, and (ii) is responsible for the performance (whether directly or
through Subservicers or Subcontractors) of a substantial portion of the material
servicing functions required to be performed under this Agreement, any related
Servicing Agreement or any sub-servicing agreement that are identified in Item
1122(d) of Regulation AB.
Subsidy Account: If the Trust Estate contains any Subsidy Loans, the
deposit account or accounts created and maintained by the Servicer for deposit
of Subsidy Funds and amounts payable under interest subsidy agreements relating
to mortgage loans other than the Mortgage Loans.
Subsidy Funds: If the Trust Estate contains any Subsidy Loans, funds
contributed by the employer of a Mortgagor in order to reduce the payments
required from the Mortgagor for a specified period in specified amounts.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest subsidy
agreement pursuant to which the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
by the employer of the Mortgagor.
Substitute Mortgage Loan: As defined in Section 2.02.
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
Trust: The New York common law trust created by this Agreement which shall
be entitled "Xxxxx Fargo Alternative Loan 2007-PA4 Trust."
Trust Estate: The corpus of the Trust, consisting of the Mortgage Loans,
such amounts as may be held from time to time in the Certificate Account, the
rights of the Trustee to receive the proceeds of all insurance policies and
performance bonds, if any, required to be maintained hereunder or under the
related Servicing Agreement, property which secured a Mortgage Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure and all other
property and rights described in the first paragraph of Section 2.01(a).
Trustee: HSBC Bank USA, National Association, a national banking
association, or any successor trustee appointed as herein provided.
Trustee Errors and Omissions Policy: An insurance policy covering losses
caused by errors or omissions of the Trustee and its personnel.
Type 1 Mortgage Loan: The Mortgage Loans, if any, identified as such in
the Mortgage Loan Schedule as such Mortgage Loan Schedule may be amended from
time to time in connection with a substitution pursuant to Section 2.02 or 2.03,
serviced under the Xxxxx Fargo Bank Servicing Agreement and having a Mid-Month
Receipt Period with respect to all types of Unscheduled Principal Receipts.
Type 2 Mortgage Loan: The Mortgage Loans, if any, identified as such in
the Mortgage Loan Schedule as such Mortgage Loan Schedule may be amended from
time to time in connection with a substitution pursuant to Section 2.02 or 2.03,
serviced under the Xxxxx Fargo Bank Servicing Agreement and having a Prior Month
Receipt Period with respect to all types of Unscheduled Principal Receipts.
Uncertificated Lower-Tier Interest: Any of the Class I-L Interest, Class
I-LS Interest, Class II-L Interest, Class II-LS Interest, Class III-L Interest,
Class III-LS Interest, Class IV-L Interest, Class IV-LS Interest, Class X-X
Interest and Class V-LS Interest.
Uncertificated Middle-Tier Interest: Any of the Class I-A-M1 Interest,
Class I-A-MUR Interest, Class II-A-M1 Interest, Class III-A-M1 Interest, Class
IV-A-M1 Interest, Class V-A-M1 Interest, Class B-M1 Interest, Class B-M2
Interest, Class B-M3 Interest, Class B-M4 Interest, Class B-M5 Interest, Class
B-M6 Interest, Class B-M7 Interest and Class B-M8 Interest.
Undercollateralized Amount: As defined in Section 4.01(b)(vi).
Undercollateralized Group: As defined in Section 4.01(b)(vi).
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid
Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4
Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall, the Class
B-6 Unpaid Interest Shortfall, the Class B-7 Unpaid Interest Shortfall and the
Class B-8 Unpaid Interest Shortfall.
Unscheduled Principal Receipt: Any Principal Prepayment or other recovery
of principal on a Mortgage Loan, including, without limitation, the principal
portion of Net Liquidation Proceeds, the principal portion of Net REO Proceeds,
Recoveries and proceeds received from any condemnation award or proceeds in lieu
of condemnation other than that portion of such proceeds released to the
Mortgagor in accordance with the terms of the Mortgage or Prudent Servicing
Practices, but excluding any Liquidation Profits and proceeds of a repurchase of
a Mortgage Loan by the Depositor and any Substitution Principal Amounts.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt Period
or a Prior Month Receipt Period.
Upper-Tier Certificate: Any one of the Class A Certificates (other than
those portions of the Class I-A-R Certificate represented by the Class I-A-LR
Interest and the Class I-A-MR Interest) and the Class B Certificates.
Upper-Tier Certificate Account: The trust account established and
maintained pursuant to Section 4.01(e).
Upper-Tier REMIC: One of the three separate REMICs comprising the Trust
Estate, the assets of which consist of the Uncertificated Middle-Tier Interests
and such amounts as shall from time to time be held in the Upper-Tier
Certificate Account.
U.S. Person: As defined in Section 4.01(g).
Voting Interest: With respect to any provisions hereof providing for the
action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, each Class of Interest Only
Certificates will each be entitled to 1% of the aggregate Voting Interest
represented by all Certificates and each remaining Class of Certificates will be
entitled to a pro rata portion of the remaining Voting Interest equal to the
ratio obtained by dividing the Principal Balance of such Class by the Aggregate
Principal Balance. Each Certificateholder of a Class will have a Voting Interest
equal to the product of the Voting Interest to which such Class is collectively
entitled and the Percentage Interest in such Class represented by such Holder's
Certificates. With respect to any provisions hereof providing for action,
consent or approval of each Class of Certificates or specified Classes of
Certificates, each Certificateholder of a Class will have a Voting Interest in
such Class equal to such Holder's Percentage Interest in such Class.
Xxxxx Fargo Bank: Xxxxx Fargo Bank, N.A., or its successor in interest.
Xxxxx Fargo Bank Correspondents: The entities identified on a list
provided by Xxxxx Fargo Bank to the Master Servicer, from which Xxxxx Fargo Bank
purchased the Mortgage Loans.
Xxxxx Fargo Bank Servicing Agreement: The Servicing Agreement providing
for the servicing of those Mortgage Loans that are initially serviced by Xxxxx
Fargo Bank.
Section 1.02 Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Agreement and conclusive in
favor of the Trustee, if made in the manner provided in this Section 1.02. The
Trustee shall promptly notify the Master Servicer in writing of the receipt of
any such instrument or writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates shall
be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee and the Authenticating Agent)
shall be proved by the Certificate Register, and none of the Trustee, the
Depositor or the Master Servicer shall be affected by any notice to the
contrary.
(d) Any request, demand, authorization, direction, notice, consent, waiver
or other action of the Holder of any Certificate shall bind every future Holder
of the same Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, the
Depositor or the Master Servicer in reliance thereon, whether or not notation of
such action is made upon such Certificate.
Section 1.03 Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
Section 1.04 Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or implied,
shall give to any Person, other than the parties to this Agreement and their
successors hereunder and the Holders of the Certificates any benefit or any
legal or equitable right, power, remedy or claim under this Agreement.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee, without recourse all the right, title and
interest of the Depositor in and to (a) the Trust Estate, including all interest
and principal received by the Depositor on or with respect to the Mortgage Loans
after the Cut-Off Date (and including scheduled payments of principal and
interest due after the Cut-Off Date but received by the Depositor on or before
the Cut-Off Date and Unscheduled Principal Receipts received or applied on the
Cut-Off Date, but not including payments of principal and interest due on the
Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c)
the obligations of the Servicers under the Servicing Agreements with respect to
the Mortgage Loans, (d) the right to receive amounts, if any, payable on behalf
of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, (e) all
of the Depositor's right, title and interest in and to the proceeds of the
Letters of Credit and (f) proceeds of all the foregoing. It is agreed and
understood by the Depositor and the Trustee that it is not intended that any
mortgage loan be included in the Trust Estate that is a "High-Cost Home Loan" as
defined in any of (i) the New Jersey Home Ownership Act effective November 27,
2003, (ii) the New Mexico Home Loan Protection Act effective January 1, 2004,
(iii) the Massachusetts Predatory Home Loan Practices Act effective November 7,
2004 or (iv) the Indiana Home Loan Practices Act, effective January 1, 2005.
In connection with such assignment, the Depositor shall, with respect to
each Mortgage Loan, deliver, or cause to be delivered, to the Custodian, on or
before the Closing Date the following documents or instruments with respect to
each Mortgage Loan:
(i) The original Mortgage Note either (A) endorsed in blank or (B)
endorsed as provided in Section 2.01(d), with all prior and intervening
endorsements as may be necessary to show a complete chain of endorsements or
with respect to any Mortgage Loan as to which the original Mortgage Note has
been permanently lost or destroyed and has not been replaced, a lost note
affidavit with a copy of the Mortgage Note and, in the case of any Mortgage
Loan originated in the State of New York documented by a NYCEMA, the NYCEMA,
the new Mortgage Note, if applicable, the consolidated Mortgage Note and the
consolidated Mortgage;
(ii) A recorded original assignment of the related Mortgage from Xxxxx
Fargo Bank assigning the related Mortgage to the Trustee (which may be
assigned in blank), certified by the recording office, or, if such assignment
is in the process of being recorded, a copy of the related Mortgage
transmitted for recordation certified by an officer of Xxxxx Fargo Bank or
applicable Xxxxx Fargo Bank Correspondent to be a true and correct copy of
such assignment submitted for recordation; provided, however, if recordation
is not required as described below, an assignment in recordable form (which
may be assigned in blank) with respect to the related Mortgage;
(iii) The original of each assumption agreement, modification, written
assurance or substitution agreement pertaining to such Mortgage Note, if any;
and
(iv) For each Mortgage Loan secured by Co-op Shares, the originals of the
following documents or instruments:
(a) The loan security agreement;
(b) The stock certificate;
(c) The stock power, executed in blank;
(d) The executed proprietary lease;
(e) The executed recognition agreement;
(f) The executed UCC-1 financing statement with evidence of
recording thereon; and
(g) The executed UCC-3 financing statements or other appropriate
UCC financing statements required by state law, evidencing a
complete and unbroken chain from the mortgagee to the Trustee
with evidence of recording thereon (or in a form suitable for
recordation); and
(v) For each Letter of Credit, the original advice of such Letter of
Credit endorsed by the Pledge Holder and Xxxxx Fargo Bank's notice of
transfer (Exhibit A to the Letter of Credit) of beneficiary of such Letter of
Credit to the Trustee.
(b) The Master Servicer shall promptly notify the Depositor, the Trustee
and the Custodian of the occurrence of any Document Transfer Event of which the
Master Servicer had knowledge. Following the receipt of such notice, the
Depositor shall, with respect to each Mortgage Loan, deliver, or cause to be
delivered, to the Custodian, no later than the Document Transfer Date, copies
(which may be in electronic form mutually agreed upon by the Depositor and the
Custodian) of the following additional documents or instruments with respect to
each Mortgage Loan; provided, however, that originals of such documents or
instruments shall be delivered to the Custodian if originals are required under
the law in which the related Mortgaged Property is located in order to exercise
all remedies available to the Trust under applicable law following default by
the related Mortgagor:
(i) The original recorded Mortgage with evidence of recordation noted
thereon or attached thereto, together with any addenda or riders thereto, or
a copy of such recorded Mortgage with such evidence of recordation certified
to be true and correct by the appropriate governmental recording office; or a
copy of such recorded Mortgage with such evidence of recordation, or if the
original Mortgage has been submitted for recordation but has not been
returned from the applicable public recording office, a copy of the Mortgage
certified by an officer of Xxxxx Fargo Bank or the applicable Xxxxx Fargo
Bank Correspondent to be a true and correct copy of the original Mortgage
submitted for recordation;
(ii) The original of each assumption agreement, modification, written
assurance or substitution agreement pertaining to such Mortgage, if any, or,
if such document is in the process of being recorded, a copy of such
document, certified by an officer of Xxxxx Fargo Bank or the applicable Xxxxx
Fargo Bank Correspondent of such Mortgage Loan or by the applicable title
insurance company, closing agent, settlement agent, escrow agent or closing
attorney to be a true and correct copy of such document transmitted for
recordation, if any;
(iii) For each MERS Mortgage Loan that is not a MOM Mortgage Loan, the
original assignment showing MERS as the assignee of the Mortgage, with
evidence of recording thereon or copies thereof certified by an officer of
Xxxxx Fargo Bank or the applicable Xxxxx Fargo Bank Correspondent to have
been submitted for recordation;
(iv) Each original recorded intervening assignment of the Mortgage as may
be necessary to show a complete chain of title from the Mortgage Loan
originator to Xxxxx Fargo Bank or Xxxxx Fargo Home Mortgage, Inc., with
evidence of recordation noted thereon or attached thereto, or a copy of such
assignment with such evidence of recordation to be true and correct by the
appropriate governmental recording office, or, if any such assignment has
been submitted for recordation but has not been returned from the applicable
public recording office or is not otherwise available, a copy of such
assignment certified by an officer of Xxxxx Fargo Bank or the applicable
Xxxxx Fargo Bank Correspondent to be a true and correct copy of the recorded
assignment submitted for recordation; and
(v) The original policy of the title insurance or certificate of title
insurance or a written commitment to issue such a title insurance policy or
certificate of title insurance, or a copy of such title insurance certified
as true and correct by the applicable insurer or any attorney's certificate
of title with an Officer's Certificate of Xxxxx Fargo Bank or the applicable
Xxxxx Fargo Bank Correspondent that such attorney's certificate of title is
customarily used in lieu of a title insurance policy in the jurisdiction in
which the related mortgage property is located.
(c) If any assignment of a Mortgage to the Trustee is in the process of
being recorded on the Closing Date, the Depositor shall use its best efforts to
cause each such original recorded document or certified copy thereof to be
delivered to the Custodian promptly following its recordation, but in no event
later than one (1) year following the Closing Date. If any Mortgage has been
recorded in the name of MERS or its designee, no assignment of Mortgage in favor
of the Trustee will be required to be prepared or delivered and instead, the
Master Servicer shall enforce any obligation of the Servicers under the
Servicing Agreements to take all actions as are necessary to cause the Trust
Estate to be shown as the owner of the related Mortgage Loan on the records of
MERS for the purpose of the system of recording transfers of beneficial
ownership of mortgages maintained by MERS. The Depositor shall also cause to be
delivered to the Custodian any other original mortgage loan document included in
the Owner Mortgage Loan File if a copy thereof has been delivered. The Depositor
shall pay from its own funds, without any right of reimbursement therefor, the
amount of any costs, liabilities and expenses incurred by the Trust Estate by
reason of the failure of the Depositor to cause to be delivered to the Custodian
within one (1) year following the Closing Date any assignment of a Mortgage
(except with respect to any Mortgage recorded in the name of MERS) not delivered
to the Custodian on the Closing Date.
In lieu of recording an assignment of any Mortgage the Depositor may,
deliver or cause to be delivered to the Custodian the assignment of the Mortgage
Loan to the Trustee in a form suitable for recordation, if (i) with respect to a
particular state the Trustee has received an Opinion of Counsel acceptable to it
that such recording is not required to make the assignment effective against the
parties to the Mortgage or subsequent purchasers or encumbrances of the
Mortgaged Property or (ii) the Depositor has been advised by each Rating Agency
that non-recordation in a state will not result in a reduction of the rating
assigned by that Rating Agency at the time of initial issuance of the
Certificates. Set forth on Exhibit K attached hereto is a list of all states
where recordation is required by either Rating Agency to obtain the initial
ratings of the Certificates. The Custodian may rely and shall be protected in
relying upon the information contained in such Exhibit K. In the event that the
Custodian receives notice that recording is required to protect the right, title
and interest of the Trustee in and to any such Mortgage Loan for which
recordation of an assignment has not previously been required, the Custodian
shall promptly notify the Trustee and the Custodian shall, within five Business
Days (or such other reasonable period of time mutually agreed upon by the
Custodian and the Trustee) of its receipt of such notice, deliver each
previously unrecorded assignment to the related Servicer for recordation.
(d) Except for Mortgage Notes endorsed in blank, endorsements shall comply
with the following format:
WITHOUT RECOURSE
PAY TO THE ORDER OF:
HSBC BANK USA, NATIONAL ASSOCIATION, AS
TRUSTEE under the pooling and servicing
agreement dated as of [date]
and its successors and assigns,
[Xxxxx Fargo Bank, N.A.] or [Xxxxx Fargo Home Mortgage, Inc.]
[Signature of Officer]
[Officer's Name and Title]
Except where assignments in blank are authorized or in the case of any
Mortgage registered in the name of MERS, assignments of any Mortgage shall
comply with the following:
HSBC BANK USA, NATIONAL ASSOCIATION, AS
TRUSTEE
and its successors and assigns
(e) Concurrently with the execution and delivery of this Agreement, the
Depositor shall deliver the Mortgage Loan Schedule to the Trustee, the Master
Servicer and the Custodian. The Depositor and the Master Servicer shall provide
a copy of the Mortgage Loan Schedule to any Certificateholders upon written
request made to it at the addresses set forth on Exhibit F, as the same may be
amended from time to time by written notice from such party to the other parties
hereto.
Section 2.02 Acceptance by Custodian.
Subject to the provisions of the following paragraph, pursuant to the
Custodial Agreement, the Custodian, on behalf of the Trustee, will declare that
it holds and will hold the documents delivered to it pursuant to Section 2.01(a)
above and the other documents constituting a part of the Owner Mortgage Loan
Files or Retained Mortgage Loan Files (after the occurrence of a Document
Transfer Event) delivered to it in trust, upon the trusts herein set forth, for
the use and benefit of all present and future Certificateholders. Upon execution
of this Agreement, the Custodian will deliver to the Depositor and the Trustee
an initial certification in the form of Exhibit N hereto, to the effect that,
except as may be specified in a list of exceptions attached thereto, it has
received the original Mortgage Notes relating to each Mortgage Loan on the
Mortgage Loan Schedule.
The Custodian will review each Owner Mortgage Loan File within 45 days
after execution of this Agreement. The Custodian will deliver no later than 30
days after completion of such review to the Depositor and the Trustee a final
certification in the form of Exhibit O hereto to the effect that, except as may
be specified in a list of exceptions attached thereto, all required documents
set forth in Section 2.01(a) have been executed and received and appear regular
on their face, and that such documents relate to the Mortgage Loans identified
in the Mortgage Loan Schedule based on a comparison of the Mortgage Loan
identifying number, Mortgagor name and street address, and in so doing the
Custodian may rely on the purported due execution and genuineness of any such
document and on the purported genuineness of any signature thereon.
If there are exceptions attached to the final certification, the Depositor
shall have a period of 60 days after the date of receipt of the final
certification within which to correct or cure any such defects. The Depositor
hereby covenants and agrees that, if any material defect is not so corrected or
cured, the Depositor will, not later than 60 days after receipt of the final
certification referred to above respecting such defects, either (i) repurchase
the related Mortgage Loan or any property acquired in respect thereof from the
Trust Estate at a price equal to the Repurchase Price or (ii) if within two
years of the Startup Day, or such other period permitted by the REMIC
Provisions, substitute for any Mortgage Loan to which such material defect
relates, a new mortgage loan (a "Substitute Mortgage Loan") having such
characteristics so that the representations and warranties of the Depositor set
forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have
been incorrect had such Substitute Mortgage Loan originally been a Mortgage
Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal
balance, as of the date of substitution, greater than the Scheduled Principal
Balance (reduced by the scheduled payment of principal due on the Due Date in
the month of substitution) of the Mortgage Loan for which it is substituted. In
addition, such Substitute Mortgage Loan (i) shall have a Loan-to-Value Ratio
less than or equal to and a Net Mortgage Interest Rate equal to that of the
Mortgage Loan for which it is substituted, (ii) shall have the same Gross Margin
and Index as that of the Mortgage Loan for which it is substituted and (iii)
shall have the same frequency of mortgage rate adjustment as that of the
Mortgage Loan for which it is substituted.
The Depositor shall determine the Repurchase Price or the eligibility of
any Substitute Mortgage Loan and the Trustee shall be protected in relying on
such determination.
In the case of a repurchased Mortgage Loan or property, the Repurchase
Price shall be deposited by the Depositor in the Certificate Account maintained
by the Master Servicer pursuant to Section 3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage Loan File (and Retained Mortgage Loan File, if
required pursuant to Section 2.01(b) hereof) relating thereto shall be delivered
to the Custodian and the Substitution Principal Amount (if any), together with
(i) interest on such Substitution Principal Amount at the applicable Net
Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is
being substituted for and (ii) an amount equal to the aggregate amount of
unreimbursed Periodic Advances in respect of interest previously made by the
Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan,
shall be deposited in the Certificate Account. The Monthly Payment on the
Substitute Mortgage Loan for the Due Date in the month of substitution shall not
be part of the Trust Estate. Upon receipt by the Custodian of a Request for
Release signed by an officer of the Depositor, the Custodian shall release to
the Depositor the Owner Mortgage Loan File (and Retained Mortgage Loan File, if
applicable) of the Mortgage Loan being removed. The Trustee shall execute and
deliver such instrument of transfer or assignment (or, in the case of a Mortgage
Loan registered in the name of MERS or its designee, the Master Servicer shall
enforce the obligation of the applicable Servicer under the related Servicing
Agreement to take all necessary action to reflect such assignment on the records
of MERS), in each case without recourse, as shall be necessary to vest in the
Depositor legal and beneficial ownership of such substituted or repurchased
Mortgage Loan or property. It is understood and agreed that the obligation of
the Depositor to substitute a new Mortgage Loan for or repurchase any Mortgage
Loan or property as to which such a material defect in a constituent document
exists shall constitute the sole remedy respecting such defect available to the
Certificateholders or the Trustee on behalf of the Certificateholders. The
failure of the Custodian to give the final certification or the Trustee to give
any notice within the required time periods shall not affect or relieve the
Depositor's obligation to repurchase any Mortgage Loan pursuant to this Section
2.02.
The Trustee shall be responsible for enforcing the Depositor's obligations
under this Section 2.02. If the Trustee receives written notice from the
Custodian or the Master Servicer that the defect is not cured by the Depositor
within 60 days after the Trustee's notice, the Trustee shall enforce the
Depositor's obligation to repurchase such Mortgage Loan or substitute for such
Mortgage Loan in accordance with the provisions of this Section 2.02. In
connection with any substitution permitted by this Section 2.02, the Master
Servicer shall verify that the unpaid principal balance and the Loan-to-Value
Ratio of the Substitute Mortgage Loan satisfy the requirements of this Section
2.02.
Section 2.03 Representations and Warranties of the Master Servicer and
the Depositor.
(a) The Master Servicer hereby represents and warrants to the Trustee for
the benefit of the Certificateholders that, as of the date of execution of this
Agreement:
(i) The Master Servicer is a national banking association duly chartered
and validly existing in good standing under the laws of the United States;
(ii) The execution and delivery of this Agreement by the Master Servicer
and its performance and compliance with the terms of this Agreement will not
violate the Master Servicer's corporate charter or by-laws or constitute a
default (or an event which, with notice or lapse of time, or both, would
constitute a default) under, or result in the breach of, any material
contract, agreement or other instrument to which the Master Servicer is a
party or which may be applicable to the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and delivery
by the Trustee and the Depositor, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against it in accordance with
the terms hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of
creditors' rights generally and to general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at
law;
(iv) The Master Servicer is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency, which default might have consequences that
would materially and adversely affect the condition (financial or other) or
operations of the Master Servicer or its properties or might have
consequences that would materially affect its performance hereunder;
(v) Except as otherwise disclosed in the Prospectus, no legal or
governmental proceedings are pending (or known to be contemplated) against
the Master Servicer that would be material to Certificateholders;
(vi) Except as otherwise disclosed in the Prospectus, the Master Servicer
is not aware and has not received notice that any default, early amortization
or other performance triggering event has occurred as to any other
securitization due to any act or failure to act of the Master Servicer under
such securitization;
(vii) Except as otherwise disclosed in the Prospectus, the Master Servicer
has not been terminated as master servicer in a residential mortgage loan
securitization, either due to a master servicing default or to application of
a master servicing performance test or trigger;
(viii) Except as otherwise disclosed in the Prospectus or otherwise in
writing provided by the Master Servicer to the Depositor, there has been no
material noncompliance with the applicable servicing criteria with respect to
other securitizations of residential mortgage loans involving the Master
Servicer as a master servicer within the past three (3) years;
(ix) Except as otherwise disclosed in the Prospectus, no material changes
to the Master Servicer's policies or procedures with respect to the master
servicing function it will perform under this Agreement for mortgage loans of
a type similar to the Mortgage Loans have occurred during the three-year
period immediately preceding the date of this Agreement;
(x) Except as otherwise disclosed in the Prospectus, there is no material
risk that the Master Servicer's financial condition could affect one or more
aspects of the performance by the Master Servicer of its master servicing
obligations under this Agreement in a manner that could have a material
impact on the performance of the Mortgage Loans or the Certificates; and
(xi) Except as disclosed in the Prospectus, there are no affiliations,
relationships or transactions relating to the Master Servicer and any party
identified in Item 1119 of Regulation AB of the type described therein.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee or the Custodian. Upon discovery by any of
the Depositor, the Master Servicer or the Trustee of a breach of any of the
representations and warranties set forth in this Section 2.03(a), the party
discovering such breach shall give prompt written notice, which shall not exceed
two days, to the other parties. The Master Servicer shall consult with the
Depositor to determine if any such breach is material and any breach determined
by the Depositor to be material shall be included by the Master Servicer on the
next Distribution Date Statement prepared pursuant to Section 4.04.
(b) The Depositor hereby represents and warrants to the Trustee for the
benefit of Certificateholders that, as of the date of execution of this
Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule was true and
correct in all material respects at the date or dates respecting which such
information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated herein,
the Depositor was the sole owner and holder of the Mortgage Loan free and
clear of any and all liens, pledges, charges or security interests of any
nature and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien on
the property therein described, and the Mortgaged Property is free and clear
of all encumbrances and liens having priority over the first lien of the
Mortgage except for liens for real estate taxes and special assessments not
yet due and payable and liens or interests arising under or as a result of
any federal, state or local law, regulation or ordinance relating to
hazardous wastes or hazardous substances, and, if the related Mortgaged
Property is a condominium unit, any lien for common charges permitted by
statute or homeowners association fees; and if the Mortgaged Property
consists of shares of a cooperative housing corporation, any lien for amounts
due to the cooperative housing corporation for unpaid assessments or charges
or any lien of any assignment of rents or maintenance expenses secured by the
real property owned by the cooperative housing corporation; and any security
agreement, chattel mortgage or equivalent document related to, and delivered
to the Trustee or to the Custodian with, any Mortgage establishes in the
Depositor a valid and subsisting first lien on the property described therein
and the Depositor has full right to sell and assign the same to the Trustee;
(iv) Neither the Depositor nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage Note
in any material respect, satisfied, canceled or subordinated the Mortgage in
whole or in part, released the Mortgaged Property in whole or in part from
the lien of the Mortgage, or executed any instrument of release,
cancellation, modification or satisfaction, except in each case as is
reflected in an agreement delivered to the Trustee or the Custodian pursuant
to Section 2.01(a);
(v) All taxes, governmental assessments, insurance premiums, and water,
sewer and municipal charges, which previously became due and owing have been
paid, or an escrow of funds has been established, to the extent permitted by
law, in an amount sufficient to pay for every such item which remains unpaid;
and the Depositor has not advanced funds, or received any advance of funds by
a party other than the Mortgagor, directly or indirectly (except pursuant to
any Subsidy Loan arrangement) for the payment of any amount required by the
Mortgage, except for interest accruing from the date of the Mortgage Note or
date of disbursement of the Mortgage Loan proceeds, whichever is later, to
the day which precedes by thirty days the first Due Date under the related
Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake, earth
movement other than earthquake, windstorm, flood, tornado or similar casualty
(excluding casualty from the presence of hazardous wastes or hazardous
substances, as to which the Depositor makes no representations), in a manner
which would adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended and to
the best of the Depositor's knowledge, there is no proceeding pending or
threatened for the total or partial condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however, that
this warranty shall be deemed not to have been made at the time of the
initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to the
Trustee by the Depositor;
(viii) Except for Mortgage Loans secured by Co-op Shares and Mortgage
Loans secured by residential long-term leases, the Mortgaged Property
consists of a fee simple estate in real property; all of the improvements
which are included for the purpose of determining the appraised value of the
Mortgaged Property lie wholly within the boundaries and building restriction
lines of such property and no improvements on adjoining properties encroach
upon the Mortgaged Property (unless insured against under the related title
insurance policy); and to the best of the Depositor's knowledge, the
Mortgaged Property and all improvements thereon comply with all requirements
of any applicable zoning and subdivision laws and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state, federal
or local laws, regulations and other requirements, pertaining to usury, and
the Mortgage Loan is not usurious;
(x) To the best of the Depositor's knowledge, all inspections, licenses
and certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and occupancy
of the same, including, but not limited to, certificates of occupancy and
fire underwriting certificates, have been made or obtained from the
appropriate authorities;
(xi) All payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the
related Mortgage Note have been made and no Mortgage Loan had more than one
delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance with
its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement of
creditors' rights generally and by general equity principles (regardless of
whether such enforcement is considered in a proceeding in equity or at law);
and, to the best of the Depositor's knowledge, all parties to the Mortgage
Note and the Mortgage had legal capacity to execute the Mortgage Note and the
Mortgage and each Mortgage Note and Mortgage has been duly and properly
executed by the Mortgagor;
(xiii) Each Mortgage Loan at the time it was originated complied in all
material respects with applicable federal, state and local laws including,
without limitation, truth-in-lending, real estate settlement procedures,
consumer credit protection, equal credit opportunity, predatory and abusive
lending laws and disclosure laws;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed, there
is no requirement for future advances thereunder and any and all requirements
as to completion of any on-site or off-site improvements and as to
disbursements of any escrow funds therefor have been complied with (except
for escrow funds for exterior items which could not be completed due to
weather and escrow funds for the completion of swimming pools); and all
costs, fees and expenses incurred in making, closing or recording the
Mortgage Loan have been paid, except recording fees with respect to Mortgages
not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a Mortgaged
Property located in any jurisdiction, as to which an opinion of counsel of
the type customarily rendered in such jurisdiction in lieu of title insurance
is instead received) is covered by an American Land Title Association
mortgagee title insurance policy or other generally acceptable form of policy
or insurance acceptable to Xxxxxx Xxx or Xxxxxxx Mac, issued by a title
insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac insuring the originator, its
successors and assigns, as to the first priority lien of the Mortgage in the
original principal amount of the Mortgage Loan and subject only to (A) the
lien of current real property taxes and assessments not yet due and payable,
(B) covenants, conditions and restrictions, rights of way, easements and
other matters of public record as of the date of recording of such Mortgage
acceptable to mortgage lending institutions in the area in which the
Mortgaged Property is located or specifically referred to in the appraisal
performed in connection with the origination of the related Mortgage Loan,
(C) liens created pursuant to any federal, state or local law, regulation or
ordinance affording liens for the costs of clean-up of hazardous substances
or hazardous wastes or for other environmental protection purposes and (D)
such other matters to which like properties are commonly subject which do not
individually, or in the aggregate, materially interfere with the benefits of
the security intended to be provided by the Mortgage; the Depositor is the
sole insured of such mortgagee title insurance policy, the assignment to the
Trustee of the Depositor's interest in such mortgagee title insurance policy
does not require any consent of or notification to the insurer which has not
been obtained or made, such mortgagee title insurance policy is in full force
and effect and will be in full force and effect and inure to the benefit of
the Trustee, no claims have been made under such mortgagee title insurance
policy, and no prior holder of the related Mortgage, including the Depositor,
has done, by act or omission, anything which would impair the coverage of
such mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured by an
insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac against loss by fire and such
hazards as are covered under a standard extended coverage endorsement, in an
amount which is not less than the lesser of 100% of the insurable value of
the Mortgaged Property and the outstanding principal balance of the Mortgage
Loan, but in no event less than the minimum amount necessary to fully
compensate for any damage or loss on a replacement cost basis; if the
Mortgaged Property is a condominium unit, it is included under the coverage
afforded by a blanket policy for the project; if upon origination of the
Mortgage Loan, the improvements on the Mortgaged Property were in an area
identified in the Federal Register by the Federal Emergency Management Agency
as having special flood hazards, a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance carrier, in
an amount representing coverage not less than the least of (A) the
outstanding principal balance of the Mortgage Loan, (B) the full insurable
value of the Mortgaged Property and (C) the maximum amount of insurance which
was available under the National Flood Insurance Act of 1968, as amended; and
each Mortgage obligates the Mortgagor thereunder to maintain all such
insurance at the Mortgagor's cost and expense;
(xvii) To the best of the Depositor's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage or the
related Mortgage Note and no event which, with the passage of time or with
notice and the expiration of any grace or cure period, would constitute a
default, breach, violation or event of acceleration; the Depositor has not
waived any default, breach, violation or event of acceleration; and no
foreclosure action is currently threatened or has been commenced with respect
to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury,
nor will the operation of any of the terms of the Mortgage Note or Mortgage,
or the exercise of any right thereunder, render the Mortgage Note or Mortgage
unenforceable, in whole or in part, or subject it to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, and no such
right of rescission, set-off, counterclaim or defense has been asserted with
respect thereto;
(xix) Each Mortgage Note (other than with respect to any Balloon Loans) is
payable in monthly payments, resulting in complete amortization of the
Mortgage Loan over a term of not more than 360 months;
(xx) Each Mortgage contains customary and enforceable provisions such as
to render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security,
including realization by judicial foreclosure (subject to any limitation
arising from any bankruptcy, insolvency or other law for the relief of
debtors), and there is no homestead or other exemption available to the
Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Depositor's knowledge, no Mortgagor is a debtor
in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may include a
detached home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op Shares, leases
or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the meaning of
Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit has been
delivered to the Custodian in place of the related Mortgage Note, the related
Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living" trust,
(i) such trust is in compliance with Xxxxxx Xxx or Xxxxxxx Mac standards for
inter vivos trusts and (ii) holding title to the Mortgaged Property in such
trust will not diminish any rights as a creditor including the right to full
title to the Mortgaged Property in the event foreclosure proceedings are
initiated;
(xxvi) If the Mortgage Loan is secured by a long-term residential lease,
(1) the lessor under the lease holds a fee simple interest in the land; (2)
the terms of such lease expressly permit the mortgaging of the leasehold
estate, the assignment of the lease without the lessor's consent and the
acquisition by the holder of the Mortgage of the rights of the lessee upon
foreclosure or assignment in lieu of foreclosure or provide the holder of the
Mortgage with substantially similar protections; (3) the terms of such lease
do not (a) allow the termination thereof upon the lessee's default without
the holder of the Mortgage being entitled to receive written notice of, and
opportunity to cure, such default, (b) allow the termination of the lease in
the event of damage or destruction as long as the Mortgage is in existence,
(c) prohibit the holder of the Mortgage from being insured (or receiving
proceeds of insurance) under the hazard insurance policy or policies relating
to the Mortgaged Property or (d) permit any increase in rent other than
pre-established increases set forth in the lease; (4) the original term of
such lease is not less than 15 years; (5) the term of such lease does not
terminate earlier than five years after the maturity date of the Mortgage
Note; and (6) the Mortgaged Property is located in a jurisdiction in which
the use of leasehold estates in transferring ownership in residential
properties is a widely accepted practice;
(xxvii) No Mortgage Loan is a "high cost" loan as defined under any
federal, state or local law applicable to such Mortgage Loan at the time of
its origination;
(xxviii) No Mortgage Loan is serviced by the Trustee or an affiliate of
the Trustee; and
(xxix) No Mortgage Loan (other than a Mortgage Loan that is a New Jersey
covered purchase loan) is a High Cost Loan or Covered Loan, as applicable (as
such terms are defined in the then current S&P's LEVELS(R) Glossary which is
now Version 6.0 Revised, Appendix E) and no Mortgage Loan originated on or
after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair
Lending Act.
Notwithstanding the foregoing, no representations or warranties are made
by the Depositor as to the environmental condition of any Mortgaged Property;
the absence, presence or effect of hazardous wastes or hazardous substances on
any Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Depositor
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Depositor with respect to the absence or effect of
fraud in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files (and Retained Mortgage Loan Files, if applicable) to the
Custodian and shall inure to the benefit of the Trustee notwithstanding any
restrictive or qualified endorsement or assignment.
(c) Upon discovery by any of the Depositor, the Master Servicer, the
Trustee or the Custodian that any of the representations and warranties made in
subsection (b) above is not accurate (referred to herein as a "breach") and,
except for a breach of the representation and warranty set forth in subsection
(b)(i), where such breach is a result of the Cut-Off Date Principal Balance of a
Mortgage Loan being greater, by $1,000 or greater, than the Cut-Off Date
Principal Balance of such Mortgage Loan indicated on the Mortgage Loan Schedule,
that such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice (not to exceed two days after discovery)
to the other parties to this Agreement and the Custodian (any Custodian being so
obligated under a Custodial Agreement). Within 60 days of the earlier of its
discovery or its receipt of notice of any such breach, the Depositor shall cure
such breach in all material respects or shall either (i) repurchase the Mortgage
Loan or any property acquired in respect thereof from the Trust Estate at a
price equal to the Repurchase Price; provided that if the Depositor elects to
repurchase a Mortgage Loan due to a breach of the representation and warranty
set forth in subsection (b)(i), where such breach is a result of the Cut-Off
Date Principal Balance of a Mortgage Loan being greater, by $1,000 or greater,
than the Cut-Off Date Principal Balance of such Mortgage Loan indicated on the
Mortgage Loan Schedule, such repurchase is only permitted within 90 days of the
Closing Date or (ii) if within two years of the Startup Day, or such other
period permitted by the REMIC Provisions, substitute for such Mortgage Loan in
the manner described in Section 2.02. In addition to the foregoing, if a breach
of the representation set forth in clause (b)(xiii) or (xxix) of this Section
2.03 occurs as a result of a violation of an applicable predatory or abusive
lending law, the Depositor shall reimburse the Trust for all costs and damages
including, but not limited to, reasonable attorneys' fees and costs, incurred by
the Trust as a result of the violation of such law (such amount, the
"Reimbursement Amount"). The Repurchase Price, the Substitution Principal
Amount, if any, plus accrued interest thereon and the other amounts referred to
in Section 2.02, and any Reimbursement Amount shall be deposited in the
Certificate Account. It is understood and agreed, except with respect to the
second preceding sentence, that the obligation of the Depositor to repurchase or
substitute for any Mortgage Loan or property as to which such a breach has
occurred and is continuing shall constitute the sole remedy respecting such
breach available to Certificateholders or the Trustee on behalf of
Certificateholders, and such obligation shall survive until termination of the
Trust Estate hereunder.
The Trustee shall be responsible for enforcing the Depositor's obligations
under this Section 2.03. If the Trustee receives written notice from the Master
Servicer or the Custodian that such breach is not cured by the Depositor within
60 days after the Trustee's notice, the Trustee shall enforce the Depositor's
obligation to repurchase such Mortgage Loan or substitute for such Mortgage Loan
in accordance with the provisions of this Section 2.03. In connection with any
substitution permitted by this Section 2.03, the Master Servicer shall verify
that the unpaid principal balance and the Loan-to-Value Ratio of the Substitute
Mortgage Loan satisfy the requirements of this Section 2.03.
Section 2.04 Execution and Delivery of Certificates.
The Trustee acknowledges (i) the assignment to it of the Mortgage Loans,
(ii) the issuance of and hereby declares that it holds the Uncertificated
Lower-Tier Interests on behalf of the Middle-Tier REMIC and Certificateholders
and (iii) the issuance of and hereby declares that it holds the Uncertificated
Middle-Tier Interests on behalf of the Upper-Tier REMIC and Certificateholders.
The Trustee acknowledges the delivery of the Owner Mortgage Loan Files to the
Custodian, on behalf of the Trustee. The Paying Agent, concurrently with such
delivery, has executed and delivered to or upon the order of the Depositor, in
exchange for the Mortgage Loans and the Uncertificated Middle-Tier Interests and
Uncertificated Lower-Tier Interests, together with all other assets included in
the definition of "Trust Estate," receipt of which is hereby acknowledged,
Certificates in authorized denominations which, together with the Uncertificated
Lower-Tier Interests and the Uncertificated Middle-Tier Interests, evidence
ownership of the entire Trust Estate.
Section 2.05 Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date.
The Depositor hereby designates the Classes of Class A Certificates (other
than the Residual Certificate) and the Classes of Class B Certificates as
classes of "regular interests" and the Class I-A-R Interest 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
the Class I-A-M1 Interest, Class I-A-MUR Interest, Class II-A-M1 Interest, Class
III-A-M1 Interest, Class IV-A-M1 Interest, Class V-A-M1 Interest, Class B-M1
Interest, Class B-M2 Interest, Class B-M3 Interest, Class B-M4 Interest, Class
B-M5 Interest, Class B-M6 Interest, Class B-M7 Interest and Class B-M8 Interest
as classes of "regular interests" and the Class I-A-MR Interest as the single
class of "residual interest" in the Middle-Tier REMIC for the purposes of Code
Sections 860G(a)(1) and 860G(a)(2), respectively. The Depositor hereby further
designates the Class I-L Interest, Class I-LS Interest, Class II-L Interest,
Class II-LS Interest, Class III-L Interest, Class III-LS Interest, Class IV-L
Interest, Class IV-LS Interest, Class X-X Interest and Class V-LS Interest as
classes of "regular interests" and the Class I-A-LR Interest as the single class
of "residual interest" in the Lower-Tier REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2), respectively. The Closing Date is hereby designated
as the "Startup Day" of each of the Upper-Tier REMIC, the Middle-Tier REMIC and
the Lower-Tier REMIC within the meaning of Code Section 860G(a)(9). The "latest
possible maturity date" of the regular interests in the Upper-Tier REMIC, the
Middle-Tier REMIC and the Lower-Tier REMIC is July 25, 2037 for purposes of Code
Section 860G(a)(1).
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account.
(a) The Master Servicer shall establish and maintain a Certificate Account
for the deposit of funds received by the Master Servicer with respect to the
Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Depositor of the location of
the Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Certificate Account on the
day of receipt thereof all amounts received by it from any Servicer pursuant to
any of the Servicing Agreements and amounts received from draws on any Letters
of Credit and shall, in addition, deposit into the Certificate Account the
following amounts, in the case of amounts specified in clauses (i) and (iii),
not later than the Business Day preceding the Distribution Date on which such
amounts are required to be distributed to Certificateholders and, in the case of
the amounts specified in clause (ii), not later than the Business Day next
following the day of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the Trustee, if any, and any amounts deemed received by the
Master Servicer pursuant to Section 3.01(d);
(ii) in the case of any Mortgage Loan that is repurchased by the Depositor
pursuant to Section 2.02, 2.03, 3.08 or 9.01 or that is auctioned by the
Master Servicer pursuant to Section 3.08, the purchase price therefor or,
where applicable, any Substitution Principal Amount and any amounts received
in respect of the interest portion of unreimbursed Periodic Advances; and
(iii) any Compensating Interest for such Distribution Date.
(c) The Master Servicer may cause the funds in the Certificate Account to
be invested in Eligible Investments. No such Eligible Investments will be sold
or disposed of at a gain prior to maturity unless the Master Servicer has
received an Opinion of Counsel or other evidence satisfactory to it that such
sale or disposition will not cause any of the Upper-Tier REMIC, the Middle-Tier
REMIC or the Lower-Tier REMIC to be subject to Prohibited Transactions Tax,
otherwise subject the Trust Estate to tax, or cause any of the Upper-Tier REMIC,
the Middle-Tier REMIC or the Lower-Tier REMIC to fail to qualify as three REMICs
while any Certificates are outstanding. Any amounts deposited in the Certificate
Account prior to the Distribution Date may be invested for the account of the
Master Servicer and any investment income thereon shall be additional
compensation to the Master Servicer for services rendered under this Agreement.
The amount of any losses incurred in respect of any such investments shall be
deposited in the Certificate Account by the Master Servicer out of its own funds
immediately as realized, without any right of reimbursement therefor from the
Trust Estate.
(d) For purposes of this Agreement, the Master Servicer will be deemed to
have received from a Servicer on the applicable Remittance Date for such funds
all amounts deposited by such Servicer into the Custodial P&I Account maintained
in accordance with the applicable Servicing Agreement, if such Custodial P&I
Account is not an Eligible Account as defined in this Agreement, to the extent
such amounts are not actually received by the Master Servicer on such Remittance
Date as a result of the bankruptcy, insolvency, receivership or other financial
distress of the depository institution in which such Custodial P&I Account is
being held. To the extent that amounts so deemed to have been received by the
Master Servicer are subsequently remitted to the Master Servicer, the Master
Servicer shall be entitled to retain such amounts.
Section 3.02 Permitted Withdrawals from the Certificate Account.
(a) The Master Servicer may, from time to time, make withdrawals from the
Certificate Account for the following purposes (limited, in the case of Servicer
reimbursements, to cases where funds in the respective Custodial P&I Account are
not sufficient therefor):
(i) to reimburse the Master Servicer, the Trustee or any Servicer for
Periodic Advances made by the Master Servicer or the Trustee pursuant to
Section 3.03(a) or any Servicer pursuant to any Servicing Agreement with
respect to previous Distribution Dates, such right to reimbursement pursuant
to this subclause (i) being limited to amounts received on or in respect of
particular Mortgage Loans (including, for this purpose, Liquidation Proceeds,
REO Proceeds and proceeds from the purchase, sale, repurchase or substitution
of Mortgage Loans pursuant to Section 2.02, 2.03, 3.08 or 9.01) respecting
which any such Periodic Advance was made;
(ii) to reimburse any Servicer, the Master Servicer or the Trustee for any
Periodic Advances determined in good faith to have become Nonrecoverable
Advances;
(iii) to reimburse the Master Servicer or any Servicer from Liquidation
Proceeds for Liquidation Expenses and for amounts expended by the Master
Servicer or any Servicer pursuant hereto or to any Servicing Agreement,
respectively, in good faith in connection with the restoration of damaged
property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other recovery
(including Net REO Proceeds) with respect to a particular Mortgage Loan, to
pay the Master Servicing Fee with respect to such Mortgage Loan to the Master
Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trustee (or, in
certain cases, the Depositor) for expenses incurred by it (including taxes
paid on behalf of the Trust Estate) and recoverable by or reimbursable to it
pursuant to Section 3.03(c), Section 6.03, the second or third paragraphs of
Section 8.06 or the third sentence of Section 8.13(a) or pursuant to such
Servicer's Servicing Agreement, provided such expenses are "unanticipated"
within the meaning of the REMIC Provisions;
(vi) to pay to the Depositor or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 2.02, 2.03, 3.08 or 9.01 or
auctioned pursuant to Section 3.08, all amounts received thereon and not
required to be distributed as of the date on which the related repurchase or
purchase price or Scheduled Principal Balance was determined;
(vii) to remit funds to the Paying Agent in the amounts and in the manner
provided for herein;
(viii) to pay to the Master Servicer any interest earned on or investment
income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of Liquidation
Proceeds allocable to interest the amount of any unpaid Master Servicing Fee
or Servicing Fee (as adjusted pursuant to the related Servicing Agreement)
and any unpaid assumption fees, late payment charges or other Mortgagor
charges on the related Mortgage Loan;
(x) to pay to the Master Servicer as additional master servicing
compensation any Liquidation Profits which a Servicer is not entitled to
pursuant to the applicable Servicing Agreement;
(xi) to withdraw from the Certificate Account any amount deposited in the
Certificate Account that was not required to be deposited therein; and
(xii) to clear and terminate the Certificate Account pursuant to Section
9.01.
(b) The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any payment
to and withdrawal from the Certificate Account. The Master Servicer shall notify
the Depositor and the Trustee of the amount, purpose and party paid pursuant to
Section 3.02(a)(v).
Section 3.03 Advances by Master Servicer and Trustee.
(a) In the event an Other Servicer fails to make any required Periodic
Advances of principal and interest on a Mortgage Loan as required by the related
Other Servicing Agreement prior to the Business Day preceding the Distribution
Date occurring in the month during which such Periodic Advance is due, the
Master Servicer shall make Periodic Advances to the extent provided hereby. In
the event Xxxxx Fargo Bank in its capacity as Servicer fails to make any
required Periodic Advances of principal and interest on a Mortgage Loan as
required by the Xxxxx Fargo Bank Servicing Agreement prior to the Business Day
preceding the Distribution Date occurring in the month during which such
Periodic Advance is due, the Trustee shall, to the extent required by Section
8.14, make such Periodic Advance to the extent provided hereby, provided that
the Trustee has previously received the certificate of the Master Servicer
described in the following sentence. The Master Servicer shall certify to the
Trustee with respect to any such Distribution Date (i) the amount of Periodic
Advances required of Xxxxx Fargo Bank in its capacity as Servicer or such Other
Servicer, as the case may be, (ii) the amount actually advanced by Xxxxx Fargo
Bank in its capacity as Servicer or such Other Servicer, (iii) the amount that
the Trustee or Master Servicer is required to advance hereunder and (iv) whether
the Master Servicer has determined that it reasonably believes that such
Periodic Advance is a Nonrecoverable Advance. Amounts advanced by the Trustee or
Master Servicer shall be deposited in the Certificate Account on the Business
Day preceding the related Distribution Date. Notwithstanding the foregoing,
neither the Master Servicer nor the Trustee will be obligated to make a Periodic
Advance that it reasonably believes to be a Nonrecoverable Advance. The Trustee
may conclusively rely for any determination to be made by it hereunder upon the
determination of the Master Servicer as set forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the related Other Servicing Agreement, the Master Servicer shall, if
the Master Servicer has actual knowledge of such failure of the Servicer,
advance such funds and take such steps as are necessary to pay such taxes or
insurance premiums. To the extent Xxxxx Fargo Bank in its capacity as Servicer
fails to make an advance on account of the taxes or insurance premiums with
respect to a Mortgage Loan required pursuant to the Xxxxx Fargo Bank Servicing
Agreement, the Master Servicer shall, if the Master Servicer knows of such
failure of Xxxxx Fargo Bank in its capacity as Servicer, certify to the Trustee
that such failure has occurred. Upon receipt of such certification, the Trustee
shall advance such funds and take such steps as are necessary to pay such taxes
or insurance premiums.
(c) The Master Servicer and the Trustee shall each be entitled to be
reimbursed from the Certificate Account for any Periodic Advance made by it
under Section 3.03(a) to the extent described in Section 3.02(a)(i) and (a)
(ii). The Master Servicer and the Trustee shall be entitled to be reimbursed
pursuant to Section 3.02(a)(v) for any advance by it pursuant to Section
3.03(b). The Master Servicer shall diligently pursue restoration of such amount
to the Certificate Account from the related Servicer. The Master Servicer shall,
to the extent it has not already done so, upon the request of the Trustee,
withdraw from the Certificate Account and remit to the Trustee any amounts to
which the Trustee is entitled as reimbursement pursuant to Section 3.02 (a)(i),
(ii) and (v).
(d) Except as provided in Section 3.03(a) and (b), neither the Master
Servicer nor the Trustee shall be required to pay or advance any amount which
any Servicer was required, but failed, to deposit in the Certificate Account.
Section 3.04 Custodian to Cooperate; Release of Owner Mortgage Loan
Files and Retained Mortgage Loan Files.
In connection with the deposit by a Servicer into the Certificate Account
of the proceeds from a Liquidated Loan or of a Prepayment in Full, the Master
Servicer or applicable Servicer shall confirm that all amounts required to be
remitted to the Certificate Account in connection with such Mortgage Loan have
been so deposited, and the Master Servicer or applicable Servicer shall deliver
two copies of any related Request for Release to the Custodian. The Custodian
shall, within five Business Days of its receipt of such a Request for Release,
release the related Owner Mortgage Loan File (and Retained Mortgage Loan File,
if applicable) to the Master Servicer or such Servicer, as requested by the
Master Servicer or such Servicer. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
Certificate Account.
From time to time and as appropriate for the servicing or foreclosure of
any Mortgage Loan, including but not limited to, collection under any insurance
policies, or to effect a partial release of any Mortgaged Property from the lien
of the Mortgage, the Servicer of such Mortgage Loan shall deliver to the Master
Servicer or Custodian two copies of a Request for Release. Upon the Master
Servicer's receipt of any such Request for Release, the Master Servicer shall
promptly forward such request in hard copy or in electronic format acceptable to
the Custodian. The Custodian shall, within five Business Days, release the
related Owner Mortgage Loan File (and Retained Mortgage Loan File, if
applicable) to the Master Servicer or such Servicer. Any such Request for
Release shall obligate the Master Servicer or such Servicer, as the case may be,
to return the Owner Mortgage Loan File (and Retained Mortgage Loan File, if
applicable) to the Custodian by the sixtieth day following the release thereof,
unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Certificate Account or
(ii) the Owner Mortgage Loan File (and Retained Mortgage Loan File, if
applicable) or such document has been delivered to an attorney, or to a public
trustee or other public official as required by law, for purposes of initiating
or pursuing legal action or other proceedings for the foreclosure of the
Mortgaged Property either judicially or non-judicially. Upon receipt of two
copies of a Request for Release stating that such Mortgage Loan was liquidated
and that all amounts received or to be received in connection with such
liquidation which are required to be deposited into the Certificate Account have
been so deposited, or that such Mortgage Loan has become an REO Mortgage Loan,
the Custodian shall amend its records.
Upon the occurrence of the event specified in clause (ii) of the preceding
paragraph, the Trustee shall execute and deliver to the Master Servicer or such
Servicer, as directed by the Master Servicer, court pleadings, requests for
trustee's sale or other documents necessary to the foreclosure or trustee's sale
in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure proceeding
or trustee's sale.
Section 3.05 Annual Compliance Statements.
The Master Servicer shall deliver in electronic form, or otherwise
make available to the Depositor and the Trustee, and the Master Servicer shall
cause each Additional Master Servicer engaged by it and each Servicer to
deliver, in electronic form, or otherwise make available, to the Master
Servicer, the Trustee and each Rating Agency on or before March 5 of each year
or if such day is not a Business Day, the next Business Day (with a 10 calendar
day cure period, but in no event later than March 15), commencing in March 2008,
a copy of a certificate (followed by a hard copy to the party or parties
receiving such certificate within 10 calendar days) in the form required by Item
1123 of Regulation AB, to the effect that (i) an authorized officer of the
Master Servicer, the Additional Master Servicer or the Servicer, as the case may
be, has reviewed (or a review has been made under his or her supervision of)
such party's activities under this Agreement or the applicable Servicing
Agreement, in the case of a Servicer, or such other applicable agreement in the
case of an Additional Master Servicer, during the prior calendar year or portion
thereof and (ii) to the best of such officer's knowledge, based on such review,
such party has fulfilled all of its obligations under this Agreement or the
applicable Servicing Agreement, in the case of a Servicer, or such other
applicable agreement in the case of an Additional Master Servicer, in all
material respects throughout the prior calendar year or 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. If any of the certificates delivered pursuant to this Section 3.05
disclose that there has been a failure to fulfill any obligation in any material
respect then the Master Servicer shall promptly notify the Depositor and forward
a copy of such certificate to the Depositor, and the Depositor shall review such
certificate and, if applicable, consult with the Master Servicer as to the
nature of any failure to fulfill any obligation under this Agreement or the
applicable Servicing Agreement, in the case of a Servicer, or such other
applicable agreement in the case of an Additional Master Servicer, in any
material respect.
Section 3.06 Title, Management and Disposition of Any REO Mortgage Loan.
The Master Servicer shall enforce the obligations of the applicable
Servicer to administer each REO Mortgage Loan at all times so that each REO
Mortgage Loan qualifies as "foreclosure property" under the REMIC Provisions and
that it does not earn any "net income from foreclosure property" which is
subject to tax under the REMIC Provisions. In the event that a Servicer is
unable to dispose of any REO Mortgage Loan within the period mandated by each of
the Servicing Agreements, the Master Servicer shall monitor such Servicer to
verify that such REO Mortgage Loan is auctioned to the highest bidder within the
period so specified. In the event of any such sale of a REO Mortgage Loan, the
Custodian shall, at the written request of the Master Servicer and upon being
supported with appropriate forms therefor, within five Business Days of the
deposit by the Master Servicer of the proceeds of such sale or auction into the
Certificate Account, release or cause to be released to the entity identified by
the Master Servicer the related Owner Mortgage Loan File, Retained Mortgage Loan
File, if applicable, and Servicer Mortgage Loan File and shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the auction purchaser title to the
REO Mortgage Loan and the Custodian shall have no further responsibility with
regard to such Owner Mortgage Loan File, Retained Mortgage Loan File, if
applicable, or Servicer Mortgage Loan File. Neither the Trustee, the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate, shall provide
financing from the Trust Estate to any purchaser of an REO Mortgage Loan.
Section 3.07 Amendments to Servicing Agreements, Modification of Standard
Provisions.
(a) Subject to the prior written consent of the Trustee pursuant to
Section 3.07(b) and the prior written consent of the Depositor, the Master
Servicer may, from time to time, to the extent permitted by the applicable
Servicing Agreement, make such modifications and amendments to such Servicing
Agreement as the Master Servicer deems necessary or appropriate to confirm or
carry out more fully the intent and purpose of such Servicing Agreement and the
duties, responsibilities and obligations to be performed by the Servicer
thereunder. Such modifications may only be made if they are consistent with the
REMIC Provisions, as evidenced by an Opinion of Counsel. Prior to the issuance
of any modification or amendment, the Master Servicer shall deliver to the
Trustee and the Depositor such Opinion of Counsel and an Officer's Certificate
setting forth (i) the provision that is to be modified or amended, (ii) the
modification or amendment that the Master Servicer desires to issue and (iii)
the reason or reasons for such proposed amendment or modification.
(b) The Trustee shall consent to any amendment or supplement to a
Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a),
which consent and amendment shall not require the consent of any
Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity, to further effect or protect the rights of the Certificateholders or
(ii) for any other purpose, provided such amendment or supplement for such other
purpose cannot reasonably be expected to adversely affect Certificateholders.
The lack of reasonable expectation of an adverse effect on Certificateholders
may be established through the delivery to the Trustee of (i) an Opinion of
Counsel to such effect or (ii) written notification from each Rating Agency to
the effect that such amendment or supplement will not result in reduction of the
current rating assigned by that Rating Agency to the Certificates.
Notwithstanding the two immediately preceding sentences, the Trustee may, in its
discretion, decline to enter into or consent to any such supplement or amendment
if its own rights, duties or immunities shall be adversely affected.
(c)(i) Notwithstanding anything to the contrary in this Section 3.07, the
Master Servicer from time to time may, without the consent of any
Certificateholder or the Trustee, enter into an amendment (A) to an Other
Servicing Agreement for the purpose of (i) eliminating or reducing Month End
Interest and (ii) providing for the remittance of Full Unscheduled Principal
Receipts by the applicable Servicer to the Master Servicer not later than the
24th day of each month (or if such day is not a Business Day, on the previous
Business Day), (B) to the Xxxxx Fargo Bank Servicing Agreement for the purpose
of changing the applicable Remittance Date to the 18th day of each month (or if
such day is not a Business Day, on the previous Business Day) or (C) to a
Servicing Agreement for the purpose of effecting or facilitating compliance by
the Servicer with Regulation AB or to conform a Servicing Agreement to industry
practices relating to Regulation AB.
(ii) The Master Servicer may direct Xxxxx Fargo Bank in its capacity as
Servicer to enter into an amendment to the Xxxxx Fargo Bank Servicing Agreement
for the purposes described in Section 3.07(c)(i)(B) or (C).
Section 3.08 Oversight of Servicing.
The Master Servicer shall supervise, monitor and oversee the servicing of
the Mortgage Loans by each Servicer and the performance by each Servicer of all
services, duties, responsibilities and obligations (including the obligation to
maintain an Errors and Omissions Policy and Fidelity Bond) that are to be
observed or performed by the Servicer under its respective Servicing Agreement.
In performing its obligations hereunder, the Master Servicer shall act in a
manner consistent with Accepted Master Servicing Practices and in a manner
consistent with the terms and provisions of any insurance policy required to be
maintained by the Master Servicer or any Servicer pursuant to this Agreement or
any Servicing Agreement. The Master Servicer acknowledges that prior to taking
certain actions required to service the Mortgage Loans, each Servicing Agreement
provides that the Servicer thereunder must notify, consult with, obtain the
consent of, waiver from, or otherwise follow the instructions of the Master
Servicer. In the case of any request for waiver from a Servicer, the Master
Servicer shall promptly instruct such Servicer or otherwise respond to such
Servicer's request. The Master Servicer shall not waive compliance by a Servicer
with those provisions of its Servicing Agreement which are required to enable
the Depositor and the Master Servicer to satisfy the Trust's ongoing reporting
obligations under the Exchange Act. In addition, in no event will the Master
Servicer instruct such Servicer to take any action, give any consent to action
by such Servicer or waive compliance by such Servicer with any provision of such
Servicer's Servicing Agreement if any resulting action or failure to act would
be inconsistent with the requirements of the Rating Agencies that rated the
Certificates, would be inconsistent with the requirements of Regulation AB or
would otherwise have an adverse effect on the Certificateholders. Any such
action or failure to act shall be deemed to have an adverse effect on the
Certificateholders if such action or failure to act either results in (i) the
downgrading of the rating assigned by either Rating Agency to the Certificates,
(ii) the loss by the Upper-Tier REMIC, the Middle-Tier REMIC or the Lower-Tier
REMIC of REMIC status for federal income tax purposes or (iii) the imposition of
any Prohibited Transaction Tax or any federal taxes on any of the Upper-Tier
REMIC, the Middle-Tier REMIC, the Lower-Tier REMIC or the Trust Estate. The
Master Servicer shall have full power and authority in its sole discretion to
take any action with respect to the Trust Estate as may be necessary or
advisable to avoid the circumstances specified including clause (ii) or (iii) of
the preceding sentence.
For the purposes of determining whether any modification of a Mortgage
Loan shall be permitted by the Master Servicer, such modification shall be
construed as a substitution of the modified Mortgage Loan for the Mortgage Loan
originally deposited in the Trust Estate if it would be a "significant
modification" within the meaning of Section 1.860G-2(b) of the regulations of
the U.S. Department of the Treasury. No modification shall be approved unless
(i) the modified Mortgage Loan would qualify as a Substitute Mortgage Loan under
Section 2.02 and (ii) with respect to any modification that occurs more than
three months after the Closing Date and is not the result of a default or a
reasonably foreseeable default under the Mortgage Loan, there is delivered to
the Trustee an Opinion of Counsel (at the expense of the party seeking to modify
the Mortgage Loan) to the effect that such modification would not be treated as
giving rise to a new debt instrument for federal income tax purposes as
described in the preceding sentence; provided, however, that no such Opinion of
Counsel need be delivered if the sole purpose of the modification is to reduce
the Monthly Payment on a Mortgage Loan as a result of a Curtailment such that
the Mortgage Loan is fully amortized by its original maturity date.
During the term of this Agreement, the Master Servicer shall consult fully
with each Servicer as may be necessary from time to time to perform and carry
out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to cause such Servicer to perform and observe the covenants,
obligations and conditions to be performed or observed by it under its Servicing
Agreement.
The relationship of the Master Servicer to the Trustee under this
Agreement is intended by the parties to be that of an independent contractor and
not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of the
Trustee and shall have full power and authority, acting alone or (subject to the
requirements of Section 6.06) through one or more Subcontractors, to do any and
all things in connection with such administration which it may deem necessary or
desirable. Upon the execution and delivery of this Agreement, and from time to
time as may be required thereafter, the Trustee shall furnish the Master
Servicer or its Subcontractors with any powers of attorney and such other
documents as may be necessary or appropriate to enable the Master Servicer to
carry out its administrative duties hereunder.
The Depositor shall have a limited option to repurchase any defaulted
Mortgage Loan or REO Mortgage Loan during the following time periods: (i)
beginning on the first day of the second month following the month in which the
Master Servicer has reported that a Servicer has initiated foreclosure
proceedings with respect to such a defaulted Mortgage Loan, with such repurchase
option expiring on the last day of such second following month; (ii) beginning
on the first day of the second month following the month in which the Master
Servicer has reported that such defaulted Mortgage Loan has become an REO
Mortgage Loan, with such repurchase option expiring on the last day of such
second following month; and (iii) beginning on the day on which a Servicer
accepts a contractual commitment by a third party to purchase the Mortgaged
Property related to the defaulted Mortgage Loan or REO Mortgage Loan, with such
repurchase option expiring on the earlier of the last day of the month in which
such contractual commitment was accepted by the Servicer or the day immediately
prior to the day on which the closing occurs with respect to such third party
purchase of the Mortgaged Property related to the defaulted Mortgage Loan or REO
Mortgage Loan. The Depositor shall be entitled to repurchase at its option any
Mortgage Loan in the Trust Estate which, pursuant to paragraph 5(b) of the
Mortgage Loan Purchase Agreement, Xxxxx Fargo Bank requests the Depositor to
repurchase and to sell to Xxxxx Fargo Bank to facilitate the exercise of Xxxxx
Fargo Bank's rights against the originator or a prior holder of such Mortgage
Loan. The purchase price for any Mortgage Loan repurchased pursuant to this
paragraph shall be the Repurchase Price. Upon the receipt of such Repurchase
Price, the Master Servicer shall provide to the Trustee the certification
required by Section 3.04 and the Trustee and the Custodian, if any, shall
promptly release to the Depositor the Owner Mortgage Loan File and Retained
Mortgage Loan File, if applicable, relating to the Mortgage Loan being
repurchased.
In the event that (i) the Master Servicer determines at any time that,
notwithstanding the representations and warranties set forth in Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning of Section
860G of the Code and (ii) the Trustee is unable to enforce the obligation of the
Depositor to purchase such Mortgage Loan pursuant to Section 2.02 within two
months of such determination, the Master Servicer shall cause such Mortgage Loan
to be auctioned to the highest bidder and sold out of the Trust Estate no later
than the date 90 days after such determination. In the event of any such sale of
a Mortgage Loan, the Custodian shall, at the written request of the Master
Servicer and upon being supported with appropriate forms therefor, within five
Business Days of the deposit by the Master Servicer of the proceeds of such
auction into the Certificate Account, release or cause to be released to the
entity identified by the Master Servicer the related Owner Mortgage Loan File,
Retained Mortgage Loan File, if applicable, and Servicer Mortgage Loan File and
shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, as shall be necessary to vest in the auction purchaser
title to the Mortgage Loan and the Custodian shall have no further
responsibility with regard to such Owner Mortgage Loan File, Retained Mortgage
Loan File, if applicable, or Servicer Mortgage Loan File. None of the Trustee,
the Custodian, the Master Servicer or any Servicer, acting on behalf of the
Trustee, shall provide financing from the Trust Estate to any purchaser of a
Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant to the
Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the Upper-Tier REMIC,
the Middle-Tier REMIC or the Lower-Tier REMIC.
At the direction of the Depositor, the Master Servicer may enter into a
special servicing agreement with an unaffiliated holder of 100% Percentage
Interest of a Class of Class B Certificates or a holder of a class of securities
representing interests in the Class B Certificates and/or other subordinated
mortgage pass-through certificates (such entity, a "Special Servicer"), such
agreement (a "Special Servicing Agreement") to be substantially in the form of
Exhibit M hereto or subject to each Rating Agency's acknowledgment that the
ratings of the Certificates in effect immediately prior to the entering into of
such agreement would not be qualified, downgraded or withdrawn and the
Certificates would not be placed on credit review status (except for possible
upgrading) as a result of such agreement. Any such agreement may contain
provisions whereby such holder may (a) purchase any Mortgage Loans that are more
than 180 days delinquent and (b) instruct the Master Servicer to instruct a
Servicer to the extent provided in the applicable Servicing Agreement to
commence or delay foreclosure proceedings with respect to delinquent Mortgage
Loans and will contain provisions for the deposit of cash by the holder that
would be available for distribution to Certificateholders if Liquidation
Proceeds are less than they otherwise may have been had the Servicer acted in
accordance with its normal procedures.
The Master Servicer shall monitor the rating of Xxxxx Fargo & Company and
upon the occurrence of a Document Transfer Event relating to such rating, shall
promptly notify the Depositor, Trustee and Custodian of the occurrence of such
Document Transfer Event.
Section 3.09 Termination and Substitution of Servicing Agreements.
Upon the occurrence of any event for which a Servicer may be terminated
pursuant to its Servicing Agreement, the Master Servicer shall promptly deliver
to the Depositor and the Trustee an Officer's Certificate certifying that an
event has occurred which may justify termination of such Servicing Agreement,
describing the circumstances surrounding such event and recommending what action
should be taken by the Trustee with respect to such Servicer. If the Master
Servicer recommends that such Servicing Agreement be terminated, the Master
Servicer's certification must state that the breach is material and not merely
technical in nature. Based upon such certification, the Master Servicer, or if
provided by the applicable Other Servicing Agreement and upon written direction
of the Master Servicer, the Trustee, shall promptly terminate such Other
Servicing Agreement. The Trustee shall terminate the Xxxxx Fargo Bank Servicing
Agreement in accordance with the provisions of Article 19 thereof. The Master
Servicer shall indemnify the Trustee and hold it harmless from and against any
and all claims, liabilities, costs and expenses (including, without limitation,
reasonable attorneys' fees) arising out of, or assessed against the Trustee in
connection with termination of a Servicing Agreement at the direction of the
Master Servicer except to the extent that such claims, liabilities, costs and
expenses are incurred as a result of the bad faith, willful misfeasance or gross
negligence of the Trustee in the performance of its obligations hereunder. To
the extent that the costs and expenses (including any amounts paid by the Master
Servicer pursuant to the immediately preceding sentence) of the Master Servicer
related to any termination of an Other Servicer, appointment of a successor
servicer to an Other Servicer or the transfer and assumption of servicing by the
Master Servicer with respect to any Other Servicing Agreement (including,
without limitation, (i) all legal costs and expenses and all due diligence costs
and expenses associated with an evaluation of the potential termination of an
Other Servicer as a result of an event of default by such Other Servicer, (ii)
all costs and expenses associated with the complete transfer of servicing,
including all servicing files and all servicing data and the completion,
correction or manipulation of such servicing data as may be required by the
successor servicer to correct any errors or insufficiencies in the servicing
data or otherwise to enable the successor servicer to service the Mortgage Loans
in accordance with the related Other Servicing Agreement and (iii) any costs
incurred by the Trustee in connection with a servicing transfer) are not fully
and timely reimbursed by the terminated Other Servicer, the Master Servicer
shall be entitled to reimbursement of such costs and expenses from the
Certificate Account. To the extent that the costs and expenses of the Trustee
related to any termination of Xxxxx Fargo Bank, as a Servicer under the Xxxxx
Fargo Bank Servicing Agreement, appointment of a successor to Xxxxx Fargo Bank
as a Servicer or the transfer and assumption of servicing by the Trustee with
respect to the Xxxxx Fargo Bank Servicing Agreement (including, without
limitation, (i) all legal costs and expenses and all due diligence costs and
expenses associated with an evaluation of the potential termination of Xxxxx
Fargo Bank as a Servicer as a result of an event of default by Xxxxx Fargo Bank
as Servicer and (ii) all costs and expenses associated with the complete
transfer of servicing, including all servicing files and all servicing data and
the completion, correction or manipulation of such servicing data as may be
required by the successor servicer to correct any errors or insufficiencies in
the servicing data or otherwise to enable the successor servicer to service the
Mortgage Loans in accordance with the Xxxxx Fargo Bank Servicing Agreement) are
not fully and timely reimbursed by Xxxxx Fargo Bank as a Servicer, the Trustee
shall be entitled to reimbursement of such costs and expenses from the
Certificate Account. If the Master Servicer or Trustee terminates an Other
Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement
with the Master Servicer or, at the Master Servicer's nomination, with another
mortgage loan service company acceptable to the Trustee, the Master Servicer and
each Rating Agency under which the Master Servicer or such substitute servicer,
as the case may be, shall assume, satisfy, perform and carry out all
liabilities, duties, responsibilities and obligations that are to be, or
otherwise were to have been, satisfied, performed and carried out by such
Servicer under such terminated Servicing Agreement. If the Trustee terminates
the Xxxxx Fargo Bank Servicing Agreement, the Trustee shall enter into a
substitute Servicing Agreement with another mortgage loan service company
acceptable to the Trustee and each Rating Agency under which such substitute
servicer shall assume, satisfy, perform and carry out all liabilities, duties,
responsibilities and obligations that are to be, or otherwise were to have been,
satisfied, performed and carried out by Xxxxx Fargo Bank, in its capacity as
Servicer, under such terminated Servicing Agreement. It is understood and
acknowledged by the parties hereto that there will be a period of transition not
to exceed ninety (90) days before the servicing functions can be transferred to
such substitute servicer. Until such time as the Trustee enters into a
substitute servicing agreement with respect to the Mortgage Loans previously
serviced by an Other Servicer and the transition period relating to the transfer
of such servicing expires, the Master Servicer shall assume, satisfy, perform
and carry out all obligations which otherwise were to have been satisfied,
performed and carried out by an Other Servicer under its terminated Servicing
Agreement. However, in no event shall the Master Servicer be deemed to have
assumed the obligations of a Servicer to advance payments of principal and
interest on a delinquent Mortgage Loan in excess of the Master Servicer's
independent Periodic Advance obligation under Section 3.03 of this Agreement. As
compensation for the Master Servicer of any servicing obligations fulfilled or
assumed by the Master Servicer, the Master Servicer shall be entitled to any
servicing compensation to which a Servicer would have been entitled if the
Servicing Agreement with such Servicer had not been terminated.
Section 3.10 Application of Net Liquidation Proceeds.
For all purposes under this agreement, Net Liquidation Proceeds received
from a Servicer shall be allocated first to accrued and unpaid interest on the
related Mortgage Loan and then to the unpaid principal balance thereof.
Section 3.11 Assessment of Servicing Compliance; Registered Public
Accounting Firm Attestation Reports.
(a) The Master Servicer, at its own expense, shall furnish to the
Depositor, and the Trustee, any Special Servicer (if applicable) and the
Custodian, at their own expense, shall furnish, or otherwise make available, and
shall cause any Servicing Function Participant engaged by any such party to
furnish, and the Master Servicer shall use reasonable effort to cause each
Servicer to furnish with respect to such Servicer and each Servicing Function
Participant engaged by such Servicer and identified to the Master Servicer, at
such party's expense, to the Master Servicer, not later than March 5 of each
year, or if such day is not a Business Day, the next Business Day (with a 10 day
cure period, but in no event later than March 15), commencing in March 2008, a
copy of a report, followed by a hard copy to the Master Servicer within 10
calendar days, signed by an authorized officer of the Master Servicer, the
Trustee, the Custodian, the Servicing Function Participant, the Special Servicer
(if applicable) or the Servicer, as applicable, on assessment of compliance
with, at a minimum, the Relevant Servicing Criteria that contains:
(i) a statement by such party of its responsibility for assessing
compliance with the Servicing Criteria applicable to it;
(ii) a statement that such party used the Servicing Criteria applicable to
it to assess compliance with the Servicing Criteria;
(iii) such party's assessment of compliance with the Servicing Criteria
applicable to it as of and for the preceding fiscal year, including, if there
had been any material instance of noncompliance with the Servicing Criteria
applicable to it, identifying each such failure and the nature and status
thereof; and
(iv) a statement that a registered public accounting firm has issued an
attestation report on such party's assessment of compliance with the
Servicing Criteria applicable to it as of and for the preceding fiscal year.
provided, however that no such assessment shall be required with respect
to any Servicing Function Participant who would not be considered a separate
"party participating in the servicing function" for purposes of Item 1122 of
Regulation AB, as then interpreted by the Commission. In the event of any
disagreement among any of the parties hereto regarding the application of the
Commission's interpretation to a particular Servicing Function Participant, the
determination of the Master Servicer shall be binding.
No later than 30 days following the end of each fiscal year, the Master
Servicer shall forward to the Depositor the name of each Servicing Function
Participant engaged by it and what Relevant Servicing Criteria will be addressed
in the report on assessment of compliance prepared by such Servicing Function
Participant. When the Master Servicer submits its assessments to the Depositor,
it will also at such time include the assessment (and attestation pursuant to
Section 3.11(b)) of each Servicing Function Participant engaged by it.
No later than 30 days following the end of each fiscal year, each of the
Trustee, any Special Servicer (if applicable) and the Custodian (so long as the
Custodian is not the Master Servicer) shall forward to the Master Servicer the
name of each Servicing Function Participant engaged by it and what Relevant
Servicing Criteria will be addressed in the report on assessment of compliance
prepared by such Servicing Function Participant. When the Trustee, any Special
Servicer (if applicable) and the Custodian (so long as the Custodian is not the
Master Servicer) submit their assessments to the Master Servicer, each such
party will also at such time include the assessment (and attestation pursuant to
Section 3.11(b)) of each Servicing Function Participant engaged by it.
The Master Servicer shall confirm that the assessments address the
Relevant Servicing Criteria for each party as set forth on Exhibit R or in the
applicable Servicing Agreement or the applicable Special Servicing Agreement and
shall notify the Depositor of any exceptions and deliver the assessment of
compliance containing such exceptions. Promptly after receipt of each such
report on assessment of compliance, the Depositor shall review each such report
and, if applicable, consult with the Master Servicer, the Trustee, the
Custodian, any Special Servicer (if applicable) and any Servicing Function
Participant as to the nature of any material instance of noncompliance with the
Relevant Servicing Criteria by the Master Servicer, the Trustee, the Custodian,
any Servicer, any Special Servicer (if applicable), or any Servicing Function
Participant engaged by such parties.
(b) The Master Servicer, at its own expense, shall cause a registered
public accounting firm which is a member of the Institute of Certified Public
Accountants to furnish to the Depositor, and each of the Trustee, the Custodian
and any Special Servicer (if applicable) at their own expense, shall cause, and
shall cause any Servicing Function Participant engaged by any such party from
which an assessment of servicing compliance is required pursuant to Section 3.11
(a), at such party's expense, to cause, and the Master Servicer shall use
reasonable efforts to cause each Servicer, at such Servicer's expense, with
respect to such Servicer and each Servicing Function Participant engaged by such
Servicer and identified to the Master Servicer, to cause a registered public
accounting firm which is a member of the Institute of Certified Public
Accountants to furnish to the Master Servicer, not later than March 5 of each
year, or if such day is not a Business Day, the next Business Day (with a 10
calendar day cure period, but in no event later than March 15), commencing in
March 2008, an electronic report (with a hard copy to follow within 10 calendar
days) 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 Public Company Accounting
Oversight Board, it is expressing an opinion as to whether such party's
assessment of 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. If requested by the Master Servicer or the Depositor,
such report shall contain or be accompanied by a consent of such accounting firm
to inclusion or incorporation of such report in the Depositor's Registration
Statement on Form S-3 relating to the Certificates and the Trust's Form 10-K.
Promptly after receipt of such report from the Master Servicer, the
Depositor shall review the report and, if applicable, consult with the Master
Servicer if any such report (i) states that the party's assessment of compliance
was not fairly stated in a material respect or (ii) is unable to state an
overall opinion.
Promptly after receipt of such report from the Trustee, the Custodian, the
Servicer, the Special Servicer (if applicable), or any Servicing Function
Participant engaged by such parties, the Master Servicer shall review the report
and shall promptly notify the Depositor if any such report (i) states that the
party's assessment of compliance was not fairly stated in a material respect or
(ii) is unable to state an overall opinion and the Depositor shall promptly
review each such report and the Depositor and the Master Servicer shall consult
with the parties to which such report relates.
The Master Servicer shall make available any report from the Master
Servicer, the Trustee, the Custodian, the Servicer, the Special Servicer (if
applicable), or any Servicing Function Participant furnished pursuant to Section
3.05 and this Section 3.11, as well as any documents incorporated by reference
into the Prospectus (to the extent such documents are either in its possession
or have been filed with the Commission), to any Certificateholder requesting
such information.
Section 3.12 Exchange Act Reports.
(a) Within 15 days after each Distribution Date, the Master Servicer shall
prepare, an authorized officer of the Master Servicer shall sign, and the Master
Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D
required by the Exchange Act, in form and substance as required by the Exchange
Act. The Master Servicer shall file each Form 10-D with a copy of the related
Distribution Date Statement attached thereto. Any disclosure in addition to the
Distribution Date 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 and directed and approved by the Depositor, and the Master Servicer
will have no duty or liability for any failure hereunder to determine or prepare
any Additional Form 10-D Disclosure (other than with respect to itself) absent
such reporting, direction and approval. If a Form 10-D cannot be filed on time
or if a previously filed Form 10-D needs to be amended, the Master Servicer will
follow the procedures set forth in Section 3.12(d). Promptly (but no later than
1 Business Day) after filing with the Commission, the Master Servicer will make
available on its internet website a final executed copy of each Form 10-D.
For so long as the Trust is subject to the Exchange Act reporting
requirements, within five (5) calendar days (or, solely in the case of Item 7 of
Exhibit S, the greater of five (5) calendar days or three (3) Business Days)
after the related Distribution Date, the parties identified on Exhibit S shall
(i) provide to the Master Servicer and the Depositor, to the extent known by a
Responsible Officer, in XXXXX-compatible format, or in such other format as
otherwise agreed upon by the Master Servicer and such party, the form and
substance of any Additional Form 10-D Disclosure, if applicable and (ii) include
with such Additional Form 10-D Disclosure, an Additional Disclosure Notification
in the form attached hereto as Exhibit V, and 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 Form 10-D. The Master Servicer has no duty
under this Agreement to monitor or enforce the performance by the parties listed
on Exhibit S of their duties under this paragraph or proactively solicit or
procure from such parties any Additional Form 10-D Disclosure; except that the
Master Servicer shall enforce the obligations of the Servicers under the
Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains
any Additional Form 10-D Disclosure, the Master Servicer shall forward
electronically a draft copy of the Form 10-D to the Depositor for review. Each
party to this Agreement acknowledges that the performance by the Master Servicer
of its duties under this Section 3.12(a) relating to the timely preparation 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
3.12(a). The Master Servicer shall have no 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-D, where such failure results from the Master
Servicer's inability or failure to receive, on a timely basis, any information
from any other party hereto, any Servicer, the Custodian or any Special Servicer
(if applicable) needed to prepare, arrange for execution or file such Form 10-D,
not resulting from its own negligence, bad faith or willful misconduct. The
Depositor will be responsible for any reasonable fees assessed and expenses
incurred by the Master Servicer in connection with including any Additional Form
10-D Disclosure on Form 10-D pursuant to this paragraph.
(b) Within 90 days after the end of each fiscal year of the Trust or such
earlier date as may be required by the Exchange Act (it being understood that
the fiscal year for the Trust ends on December 31st of each year), commencing in
March 2008, the Master Servicer shall prepare, a senior officer of the Master
Servicer in charge of the master servicing function shall sign, and the Master
Servicer shall file with the Commission, on behalf of the Trust, a Form 10-K, in
form and substance as required by the Exchange Act. Each such Form 10-K shall
include the following items, in each case to the extent they have been delivered
to the Master Servicer within the applicable timeframes set forth in this
Agreement, the related Servicing Agreements, the Custodial Agreement or, if
applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional
Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing
criteria for the Master Servicer, the Trustee, each Servicer, the Custodian,
any Special Servicer (if applicable), and each Servicing Function
Participant, as described under Section 3.11(a), and (B) if any party's
report on assessment of compliance with Servicing Criteria described under
Section 3.11(a) identifies any material instance of noncompliance, disclosure
identifying such instance of noncompliance, or if any party's report on
assessment of compliance with servicing criteria described under Section
3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such
report is not included and an explanation of why such report is not included;
(iii) (A) the registered public accounting firm attestation report for
each of the Master Servicer, the Trustee, each Servicer, the Custodian, any
Special Servicer (if applicable), and each Servicing Function Participant, as
described under Section 3.11(b), and (B) if any registered public accounting
firm attestation report described under Section 3.11(b) identifies any
material instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such
report is not included and an explanation of why such report is not included;
and
(iv) a certification, signed by a senior officer of the Master Servicer in
charge of the master servicing function, in the form attached hereto as
Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14
under the Exchange Act, as applicable, and any directives or interpretations
thereof by the Commission (the "Xxxxxxxx-Xxxxx Certification").
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, pursuant to the paragraph immediately below, be reported by the parties
set forth on Exhibit T and directed and approved by the Depositor, and the
Master Servicer will have no duty or liability for any failure hereunder to
determine or prepare any Additional Form 10-K Disclosure (other than with
respect to itself) absent such reporting, direction and approval. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended,
the Master Servicer will follow the procedures set forth in Section 3.12(d).
Promptly (but no later than 1 Business Day) after filing with the Commission,
the Master Servicer will make available on its internet website a final executed
copy of each Form 10-K.
No later than March 5 (with a 10 calendar day cure period, but in no event
later than March 15) of each year that the Trust is subject to the Exchange Act
reporting requirements, commencing in March 2008, (i) the parties identified on
Exhibit T shall provide to the Master Servicer and the Depositor, to the extent
known by a Responsible Officer, in XXXXX-compatible format, or in such other
format as otherwise agreed upon by the Master Servicer and such party, the form
and substance of any Additional Form 10-K Disclosure, if applicable, and (ii)
the parties identified on Exhibit T shall include with such Additional Form 10-K
Disclosure, an Additional Disclosure Notification in the form attached hereto as
Exhibit V, and 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 Master Servicer has no duty under this Agreement to
monitor or enforce the performance by the parties listed on Exhibit T of their
duties under this paragraph or proactively solicit or procure from such parties
any Additional Form 10-K Disclosure information; except that the Master Servicer
shall enforce the obligations of the Servicers under the Servicing Agreements.
The Depositor will be responsible for any reasonable fees and expenses assessed
or incurred by the Master Servicer in connection with including any Additional
Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
After preparing the Form 10-K, if the Form 10-K contains any Additional
Form 10-K Disclosure, the Master Servicer shall forward electronically a draft
copy of the Form 10-K to the Depositor for review. Each party to this Agreement
acknowledges that the performance by the Master Servicer of its duties under
this Section 3.12(b) relating to the timely preparation and filing of Form 10-K
is contingent upon such parties strictly observing all applicable timeframes in
the performance of their duties under Sections 3.05, 3.11 or this Section
3.12(b). The Master Servicer shall have no 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 Master
Servicer's inability or failure to obtain or receive, on a timely basis, any
information from any other party hereto, any Servicer, any Special Servicer (if
applicable) or the Custodian needed to prepare, arrange for execution or file
such Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.
(c) 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
directed by the Depositor, the Master Servicer shall prepare, an authorized
officer of the Master Servicer shall sign, and the Master Servicer shall file
with the Commission, on behalf of the Trust, any Form 8-K, as required by the
Exchange Act, provided that the Depositor shall prepare and 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, pursuant to the
paragraph immediately below, be reported by the parties set forth on Exhibit U
and directed and approved by the Depositor, and the Master Servicer will have no
duty or liability for any failure hereunder to determine or prepare any Form 8-K
Disclosure Information (other than with respect to itself) absent such
reporting, direction and approval. If a Form 8-K cannot be filed on time or if a
previously filed Form 8-K needs to be amended, the Master Servicer will follow
the procedures set forth in Section 3.12(d). Promptly (but no later than 1
Business Day) after filing with the Commission, the Master Servicer will, make
available on its internet website a final executed copy of each Form 8-K.
For so long as the Trust is subject to the Exchange Act reporting
requirements, no later than the end of business on the second Business Day after
the occurrence of a Reportable Event (i) the parties identified on Exhibit U
shall provide to the Master Servicer and the Depositor, to the extent known by a
Responsible Officer, in XXXXX-compatible form, or in such other form as
otherwise agreed upon by the Master Servicer and such party, the form and
substance of any Form 8-K Disclosure Information, if applicable, and (ii) the
parties identified on Exhibit U shall include with such Additional Form 8-K
Disclosure, an Additional Disclosure Notification in the form attached hereto as
Exhibit V and 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 on Form 8-K. The Master Servicer has no duty under this Agreement to
monitor or enforce the performance by the parties listed on Exhibit U of their
duties under this paragraph or proactively solicit or procure from such parties
any Form 8-K Disclosure Information; except that the Master Servicer shall
enforce the obligations of the Servicers under the Servicing Agreements. The
Depositor will be responsible for any reasonable fees and expenses assessed or
incurred by the Master Servicer 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 Master Servicer shall forward
electronically a draft copy of the Form 8-K to the Depositor for review. Each
party to this Agreement acknowledges that the performance by the Master Servicer
of its duties under this Section 3.12(c) relating to the timely preparation and
filing of Form 8-K is contingent upon such party strictly observing all
applicable timeframes in the performance of its duties under this Section
3.12(c). The Master Servicer shall have no 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 8-K, where such failure results from the Master
Servicer's inability or failure to obtain or receive, on a timely basis, any
information from any other party hereto, any Servicer, the Custodian or any
Special Servicer (if applicable) needed to prepare, arrange for execution or
file such Form 8-K, not resulting from its own negligence, bad faith or willful
misconduct.
(d) In the event that the Master Servicer 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 Master Servicer will
promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master
Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of
the Exchange Act not later than the Business Day following the due date of the
applicable report. Within five days following the due date of any Form 10-D as
to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and
file the related Form 10-D. Within 15 days following the due date of any Form
10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare,
sign and file the related Form 10-K. In the case of Form 8-K, the Master
Servicer will, upon receipt of all required Form 8-K Disclosure Information and
at the 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, the Master Servicer will notify the Depositor and each
party whose cooperation is required in connection with the preparation of such
amendment; provided however that such notice shall not be required in connection
with an amendment to Form 10-D due to a revision made to any Distribution Date
Statement. The parties to this Agreement acknowledge that the performance by the
Master Servicer of its duties under this Section 3.12(d) related to the timely
preparation and filing of 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. The Master Servicer shall have no liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare
and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or
10-K, where such failure results from the Master Servicer's inability or failure
to obtain or receive, on a timely basis, any information from any other party
hereto, any Servicer, the Custodian or any Special Servicer (if applicable)
needed to prepare, arrange for execution or file such 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.
(e) On or prior to January 30 of the first year in which the Master
Servicer is able to do so under applicable law, the Master Servicer shall
prepare, an authorized officer of the Master Servicer shall sign, and the Master
Servicer shall file with the Commission, on behalf of the Trust, a Form 15
relating to the automatic suspension of reporting in respect of the Trust under
the Exchange Act. At the beginning of any year after the filing of a Form 15, if
the number of Certificateholders of record exceeds the number set forth in
Section 15(d) of the Exchange Act or the regulations promulgated pursuant
thereto which would cause the Trust to again become subject to the reporting
requirements of the Exchange Act, the Master Servicer shall recommence preparing
and filing reports on Form 10-D, 10-K and 8-K as required pursuant to this
Section.
(f) To the extent the Master Servicer is obligated to give any notice to
the Depositor pursuant to this Section 3.12, such notice may, notwithstanding
the provisions of Section 10.05 in this Agreement, be delivered via facsimile to
000-000-0000 or via electronic mail to Structuredfinance-xxxxxxxxx@
xxxxxxxxxx.xxx.
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions.
(a) On each Distribution Date, the Group I Pool Distribution Amount, Group
II Pool Distribution Amount, Group III Pool Distribution Amount, Group IV Pool
Distribution Amount and Group V Pool Distribution Amount will be applied in the
following amounts, to the extent the Group I Pool Distribution Amount, Group II
Pool Distribution Amount, Group III Pool Distribution Amount, Group IV Pool
Distribution Amount and Group V Pool Distribution Amount are sufficient
therefor, in the manner and in the order of priority as follows, subject to
adjustment in accordance with Section 4.01(b)(vi) below:
(i) with respect to the Group I-A Certificates, Group II-A Certificates,
Group III-A Certificates, Group IV-A Certificates and Group V-A Certificates,
from the Group I Pool Distribution Amount, Group II Pool Distribution Amount,
Group III Pool Distribution Amount, Group IV Pool Distribution Amount and Group
V Pool Distribution Amount, respectively, as follows:
first, (A) to the Classes of Group I-A Certificates, pro rata, based upon
their respective Interest Accrual Amounts, in an aggregate amount up to the
Group I-A Interest Accrual Amount with respect to such Distribution Date; (B) to
the Classes of Group II-A Certificates, pro rata, based upon their respective
Interest Accrual Amounts, in an aggregate amount up to the Group II-A Interest
Accrual Amount with respect to such Distribution Date; (C) to the Classes of
Group III-A Certificates, pro rata, based upon their respective Interest Accrual
Amounts, in an aggregate amount up to the Group III-A Interest Accrual Amount
with respect to such Distribution Date; (D) to the Classes of Group IV-A
Certificates, pro rata, based upon their respective Interest Accrual Amounts, in
an aggregate amount up to the Group IV-A Interest Accrual Amount with respect to
such Distribution Date; and (E) to the Classes of Group V-A Certificates, pro
rata, based upon their respective Interest Accrual Amounts, in an aggregate
amount up to the Group V-A Interest Accrual Amount with respect to such
Distribution Date;
second, (A) to the Classes of Group I-A Certificates, pro rata, based upon
their respective Class A Unpaid Interest Shortfalls, in an aggregate amount up
to the Aggregate Group I-A Unpaid Interest Shortfall; (B) to the Classes of
Group II-A Certificates, pro rata, based upon their respective Class A Unpaid
Interest Shortfalls, in an aggregate amount up to the Aggregate Group II-A
Unpaid Interest Shortfall; (C) to the Classes of Group III-A Certificates, pro
rata, based upon their respective Class A Unpaid Interest Shortfalls, in an
aggregate amount up to the Aggregate Group III-A Unpaid Interest Shortfall; (D)
to the Classes of Group IV-A Certificates, pro rata, based upon their respective
Class A Unpaid Interest Shortfalls, in an aggregate amount up to the Aggregate
Group IV-A Unpaid Interest Shortfall; and (E) to the Classes of Group V-A
Certificates, pro rata, based upon their respective Class A Unpaid Interest
Shortfalls, in an aggregate amount up to the Aggregate Group V-A Unpaid Interest
Shortfall;
third, (A) to the Group I-A Certificates in an aggregate amount up to the
Group I-A Optimal Principal Amount, such distribution to be allocated among such
Classes in accordance with Section 4.01(b)(i); (B) to the Group II-A
Certificates in an aggregate amount up to the Group II-A Optimal Principal
Amount, such distribution to be allocated among such Classes in accordance with
Section 4.01(b)(ii); (C) to the Group III-A Certificates in an aggregate amount
up to the Group III-A Optimal Principal Amount, such distribution to be
allocated among such Classes in accordance with Section 4.01(b)(iii); (D) to the
Group IV-A Certificates in an aggregate amount up to the Group IV-A Optimal
Principal Amount, such distribution to be allocated among such Classes in
accordance with Section 4.01(b)(iv); and (E) to the Group V-A Certificates in an
aggregate amount up to the Group V-A Optimal Principal Amount, such distribution
to be allocated among such Classes in accordance with Section 4.01(b)(v);
(ii) to the Class B Certificates, from the Group I Pool Distribution
Amount, Group II Pool Distribution Amount, Group III Pool Distribution Amount,
Group IV Pool Distribution Amount and Group V Pool Distribution Amount, as
follows:
first, to the Class B-1 Certificates in an amount up to the Interest
Accrual Amount for the Class B-1 Certificates with respect to such Distribution
Date;
second, to the Class B-1 Certificates in an amount up to the Class B-1
Unpaid Interest Shortfall;
third, to the Class B-1 Certificates in an amount up to the Class B-1
Optimal Principal Amount;
fourth, to the Class B-2 Certificates in an amount up to the Interest
Accrual Amount for the Class B-2 Certificates with respect to such Distribution
Date;
fifth, to the Class B-2 Certificates in an amount up to the Class B-2
Unpaid Interest Shortfall;
sixth, to the Class B-2 Certificates in an amount up to the Class B-2
Optimal Principal Amount;
seventh, to the Class B-3 Certificates in an amount up to the Interest
Accrual Amount for the Class B-3 Certificates with respect to such Distribution
Date;
eighth, to the Class B-3 Certificates in an amount up to the Class B-3
Unpaid Interest Shortfall;
ninth, to the Class B-3 Certificates in an amount up to the Class B-3
Optimal Principal Amount;
tenth, to the Class B-4 Certificates in an amount up to the Interest
Accrual Amount for the Class B-4 Certificates with respect to such Distribution
Date;
eleventh, to the Class B-4 Certificates in an amount up to the Class B-4
Unpaid Interest Shortfall;
twelfth, to the Class B-4 Certificates in an amount up to the Class B-4
Optimal Principal Amount;
thirteenth, to the Class B-5 Certificates in an amount up to the Interest
Accrual Amount for the Class B-5 Certificates with respect to such Distribution
Date;
fourteenth, to the Class B-5 Certificates in an amount up to the Class B-5
Unpaid Interest Shortfall;
fifteenth, to the Class B-5 Certificates in an amount up to the Class
B-5 Optimal Principal Amount;
sixteenth, to the Class B-6 Certificates in an amount up to the Interest
Accrual Amount for the Class B-6 Certificates with respect to such Distribution
Date;
seventeenth, to the Class B-6 Certificates in an amount up to the Class
B-6 Unpaid Interest Shortfall;
eighteenth, to the Class B-6 Certificates in an amount up to the Class
B-6 Optimal Principal Amount;
nineteenth, to the Class B-7 Certificates in an amount up to the Interest
Accrual Amount for the Class B-7 Certificates with respect to such Distribution
Date;
twentieth, to the Class B-7 Certificates in an amount up to the Class B-7
Unpaid Interest Shortfall;
twenty-first, to the Class B-7 Certificates in an amount up to the
Class B-7 Optimal Principal Amount;
twenty-second, to the Class B-8 Certificates in an amount up to the
Interest Accrual Amount for the Class B-8 Certificates with respect to such
Distribution Date;
twenty-third, to the Class B-8 Certificates in an amount up to the Class
B-8 Unpaid Interest Shortfall;
twenty-fourth, to the Class B-8 Certificates in an amount up to the
Class B-8 Optimal Principal Amount; and
twenty-fifth, to the Holder of the Class I-A-R Certificate (i) in respect
of the Class I-A-R Interest, any amounts remaining in the Upper-Tier Certificate
Account, (ii) in respect of the Class I-A-MR Interest, any amounts remaining in
the Middle-Tier Certificate Account and (iii) in respect of the Class I-A-LR
Interest, any amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance or Notional
Amount of any Class has been reduced to zero, such Class will be entitled to no
further distributions of principal or interest (including, without limitation,
any Unpaid Interest Shortfalls).
On each Distribution Date, any Reimbursement Amount shall be allocated
sequentially to the Classes of Class A Certificates of the related Group and
Class B Certificates then outstanding which bore the loss to which such
Reimbursement Amount relates beginning with the most senior of such Class of
Class A Certificates of such Group and Class B Certificates, up to, with respect
to each Class, the amount of loss borne by such Class. Any Reimbursement Amount
remaining after the application described in the preceding sentence shall be
included in the Group I Pool Distribution Amount, Group II Pool Distribution
Amount, Group III Pool Distribution Amount, Group IV Pool Distribution Amount or
Group V Pool Distribution Amount, as applicable.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class B Certificates will be allocated
to the Classes of Class A Certificates and any Class of Class B Certificates
with a lower numerical designation pro rata based on their outstanding Principal
Balances.
(iii) Distributions on the Uncertificated Middle-Tier Interests. On
each Distribution Date, each Uncertificated Middle-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Upper-Tier Class, Classes
as provided herein. On each Distribution Date, each Uncertificated Middle-Tier
Interest shall receive distributions in respect of interest in an amount equal
to the Interest Accrual Amounts and Unpaid Interest Shortfalls, as the case may
be, in respect of its Corresponding Upper-Tier Class or Classes in each case to
the extent actually distributed thereon. Such amounts distributed to the
Uncertificated Middle-Tier Interests in respect of principal and interest with
respect to any Distribution Date are referred to herein collectively as the
"Middle-Tier Distribution Amount."
As of any date, the principal balance of each Uncertificated Middle-Tier
Interest equals the Principal Balances of the respective Corresponding
Upper-Tier Class or Classes. The initial principal balance of each
Uncertificated Middle-Tier Interest equals the Original Principal Balance of the
respective Corresponding Upper-Tier Class or Classes.
The pass-through rate with respect to the Class I-A-M1 Interest and the
Class I-A-MUR Interest shall be the Net WAC of the Group I Mortgage Loans. The
pass-through rate with respect to the Class II-A-M1 Interest shall be the Net
WAC of the Group II Mortgage Loans. The pass-through rate with respect to the
Class III-A-M1 Interest shall be the Net WAC of the Group III Mortgage Loans.
The pass-through rate with respect to the Class IV-A-M1 Interest shall be the
Net WAC of the Group IV Mortgage Loans. The pass-through rate with respect to
the Class V-A-M1 Interest shall be the Net WAC of the Group V Mortgage Loans.
The pass-through rate with respect to the Class B-M1 Interest, Class B-M2
Interest, Class B-M3 Interest, Class B-M4 Interest, Class B-M5 Interest, Class
B-M6 Interest, Class B-M7 Interest and Class B-M8 Interest shall be equal to the
Class B Pass-Through Rate. Any Non-Supported Interest Shortfalls and Relief Act
Shortfalls will be allocated to each Uncertificated Middle-Tier Interest in the
same relative proportions as interest is allocated to such Uncertificated
Middle-Tier Interest.
(iv) Distributions on the Uncertificated Lower-Tier Interests. On each
Distribution Date, interest shall be distributed in respect of each
Uncertificated Lower-Tier Interest at the pass-through rate thereon, as
described in the final paragraph of this Section 4.01(a)(iv). On each
Distribution Date, all distributions of principal shall be made first, to the
Class I-LS Interest, Class II-LS Interest, Class III-LS Interest, Class IV-LS
Interest and the Class V-LS Interest, so as to keep the principal balances
thereof equal to 0.1% of the Group I Subordinate Amount, Group II Subordinate
Amount, Group III Subordinate Amount, Group IV Subordinate Amount and Group V
Subordinate Amount, respectively (except that if any such excess is a larger
number than in the preceding distribution period, the least amount of principal
shall be distributed to the Class I-LS Interest, Class II-LS Interest, Class
III-LS Interest, Class IV-LS Interest and Class V-LS Interest such that the
Subordinate Balance Ratio is maintained); and second, any remaining principal to
the Class I-L Interest, Class II-L Interest, Class III-L Interest, Class IV-L
Interest and Class X-X Interest. Such amounts distributed to the Uncertificated
Lower-Tier Interests in respect of principal and interest with respect to any
Distribution Date are referred to herein collectively as the "Lower-Tier
Distribution Amount." Any distributions made to the Uncertificated Lower-Tier
Interests pursuant to this paragraph shall be made (a) from Group I Pool
Distribution Amounts distributed in respect of principal to Uncertificated
Lower-Tier Interests beginning with the numeral "I," (b) from Group II Pool
Distribution Amounts distributed in respect of principal to Uncertificated
Lower-Tier Interests beginning with the numeral "II," (c) from Group III Pool
Distribution Amounts distributed in respect of principal to Uncertificated
Lower-Tier Interests beginning with the numeral "III," (d) from Group IV Pool
Distribution Amounts distributed in respect of principal to Uncertificated
Lower-Tier Interests beginning with the numeral "IV," and (e) from Group V Pool
Distribution Amounts distributed in respect of principal to Uncertificated
Lower-Tier Interests beginning with the numeral "V."
Realized Losses shall be applied after all distributions have been made on
each Distribution Date first, to the Class I-LS Interest, Class II-LS Interest,
Class III-LS Interest, Class IV-LS Interest and Class V-LS Interest so as to
keep their principal balances equal to 0.1% of the Group I Subordinate Amount,
Group II Subordinate Amount, Group III Subordinate Amount, Group IV Subordinate
Amount and Group V Subordinate Amount, respectively (except that if any such
excess is a larger number than in the preceding distribution period, the least
amount of Realized Losses shall be allocated to the Class I-LS Interest, Class
II-LS Interest, Class III-LS Interest, Class IV-LS Interest and Class V-LS
Interest such that the Subordinate Balance Ratio is maintained); and second, the
remaining Realized Losses shall be allocated to the Class I-L Interest, Class
II-L Interest, Class III-L Interest, Class IV-L Interest and Class X-X Interest.
Any Realized Losses allocated to the Uncertificated Lower-Tier Interests
pursuant to this paragraph shall be (a) from Realized Losses allocated to Loan
Group I in the case of Uncertificated Lower-Tier Interests beginning with the
numeral "I," (b) from Realized Losses allocated to Loan Group II in the case of
Uncertificated Lower-Tier Interests beginning with the numeral "II," (c) from
Realized Losses allocated to Loan Group III in the case of Uncertificated
Lower-Tier Interests beginning with the numeral "III," (d) from Realized Losses
allocated to Loan Group IV in the case of Uncertificated Lower-Tier Interests
beginning with the numeral "IV," and (e) from Realized Losses allocated to Loan
Group V in the case of Uncertificated Lower-Tier Interests beginning with the
numeral "V."
Recoveries and Reimbursement Amounts shall be applied to the
Uncertificated Lower Tier Interests in a manner analogous to the application of
Realized Losses to the Uncertificated Lower Tier Interests.
As of any date, the aggregate principal balance of the Class I-L Interest
and the Class I-LS Interest shall equal the principal balance of Loan Group I.
As of any date, the aggregate principal balance of the Class II-L Interest and
the Class II-LS Interest shall equal the principal balance of Loan Group II. As
of any date, the aggregate principal balance of the Class III-L Interest and the
Class III-LS Interest shall equal the principal balance of Loan Group III. As of
any date, the aggregate principal balance of the Class IV-L Interest and the
Class IV-LS Interest shall equal the principal balance of Loan Group IV. As of
any date, the aggregate principal balance of the Class X-X Interest and the
Class V-LS Interest shall equal the principal balance of Loan Group V.
The pass-through rate with respect to the Class I-L Interest and Class
I-LS Interest shall be the Net WAC of the Group I Mortgage Loans. The
pass-through rate with respect to the Class II-L Interest and Class II-LS
Interest shall be the Net WAC of the Group II Mortgage Loans. The pass-through
rate with respect to the Class III-L Interest and Class III-LS Interest shall be
the Net WAC of the Group III Mortgage Loans. The pass-through rate with respect
to the Class IV-L Interest and Class IV-LS Interest shall be the Net WAC of the
Group IV Mortgage Loans. The pass-through rate with respect to the Class X-X
Interest and Class V-LS Interest shall be the Net WAC of the Group V Mortgage
Loans. Any Non-Supported Interest Shortfalls will be allocated to each
Uncertificated Lower-Tier Interest in the same relative proportions as interest
is allocated to such Uncertificated Lower-Tier Interest.
(b) The Class I-A-IO, Class II-A-IO, Class III-A-IO, Class IV-A-IO and
Class V-A-IO Certificates are Interest Only Certificates and are not entitled to
distributions in respect of principal.
(i) Group I-A Certificates
On each Distribution Date occurring prior to the Subordination Depletion
Date, the Group I Principal Distribution Amount for the Group I-A Certificates
will be allocated among and distributed in reduction of the Principal Balances
of the Group I-A Certificates, sequentially, as follows:
first, to the Class I-A-R Certificates; and
second, concurrently, to the Class I-A-1 and Class I-A-2 Certificates,
pro rata.
(ii) Group II-A Certificates
On each Distribution Date occurring prior to the Subordination Depletion
Date, the Group II Principal Distribution Amount for the Group II-A Certificates
will be allocated among and distributed in reduction of the Principal Balances
of the Group II-A Certificates, concurrently, to the Class II-A-1 and Class
II-A-2 Certificates, pro rata.
(iii) Group III-A Certificates
On each Distribution Date occurring prior to the Subordination Depletion
Date, the Group III Principal Distribution Amount for the Group III-A
Certificates will be allocated among and distributed in reduction of the
Principal Balances of the Group III-A Certificates, concurrently, to the Class
III-A-1 and Class III-A-2 Certificates, pro rata.
(iv) Group IV-A Certificates
On each Distribution Date occurring prior to the Subordination Depletion
Date, the Group IV Principal Distribution Amount for the Group IV-A Certificates
will be allocated among and distributed in reduction of the Principal Balances
of the Group IV-A Certificates, concurrently, to the Class IV-A-1 and Class
IV-A-2 Certificates, pro rata.
(v) Group V-A Certificates
On each Distribution Date occurring prior to the Subordination Depletion
Date, the Group V Principal Distribution Amount for the Group V-A Certificates
will be distributed in reduction of the Principal Balance of the Class V-A-1
Certificates.
(vi) Notwithstanding the foregoing, (X) on any Distribution Date occurring
prior to the Subordination Depletion Date but on or after the date on which the
Principal Balances of the Group I-A Certificates, Group II-A Certificates, Group
III-A Certificates, Group IV-A Certificates or Group V-A Certificates have been
reduced to zero and on which (a) the Aggregate Subordinate Percentage for such
Distribution Date is less than 8.00% or (b) the average outstanding principal
balance of the Mortgage Loans delinquent 60 days or more over the preceding six
months as a percentage of the Class B Principal Balance is greater than or equal
to 100%, the remaining Group of Class A Certificates will be entitled to receive
as principal, in addition to any principal payments described in Section 4.01(a)
above, in accordance with the priorities set forth in Section 4.01(b)(i), (ii),
(iii), (iv) or (v) above and until the aggregate Principal Balance of each such
Group of Class A Certificates has been reduced to zero, amounts otherwise
distributable pursuant to clauses (ii) and (iii) of the Class B Loan Group
Optimal Principal Amounts with respect to the related Loan Group (other than
Liquidation Proceeds that are not Partial Liquidation Proceeds) (without regard
to this clause (vi)) first to the Class B-8 Certificates pursuant to Paragraph
twenty-fourth of 4.01(a)(ii) above, second to the Class B-7 Certificates
pursuant to Paragraph twenty-first of 4.01(a)(ii) above, third to the Class B-6
Certificates pursuant to Paragraph eighteenth of 4.01(a)(ii) above, fourth to
the Class B-5 Certificates pursuant to Paragraph fifteenth of 4.01(a)(ii) above,
fifth to the Class B-4 Certificates pursuant to Paragraph twelfth of 4.01(a)(ii)
above, sixth to the Class B-3 Certificates pursuant to Paragraph ninth of
4.01(a)(ii) above, seventh to the Class B-2 Certificates pursuant to Paragraph
sixth of 4.01(a)(ii) above and eighth to the Class B-1 Certificates pursuant to
Paragraph third of 4.01(a)(ii) above but in each case only from the applicable
Apportioned Class B Principal Distribution Amount for such Class of Class B
Certificates and (Y) if on any Distribution Date the Group I-A Principal
Balance, Group II-A Principal Balance, Group III-A Principal Balance, Group IV-A
Principal Balance or Group V-A Principal Balance (after giving effect to all
distributions on such Distribution Date) is greater than the Group I Adjusted
Pool Amount, Group II Adjusted Pool Amount, Group III Adjusted Pool Amount,
Group IV Adjusted Pool Amount or Group V Adjusted Pool Amount, respectively (the
Group I-A Certificates, Group II-A Certificates, Group III-A Certificates, Group
IV-A Certificates or Group V-A Certificates, as applicable, in such instance,
the "Undercollateralized Group"), the Class A Certificates of the
Undercollateralized Group will be entitled to receive first in respect of any
Class A Unpaid Interest Shortfalls therefor (including any Group I Interest
Shortfall Amount, Group II Interest Shortfall Amount, Group III Interest
Shortfall Amount, Group IV Interest Shortfall Amount or Group V Interest
Shortfall Amount, as applicable, arising on such Distribution Date) and second
as principal, in addition to any principal payments described in Section
4.01(a)(i) above, in accordance with the priorities set forth in Section
4.01(b)(i), (ii), (iii), (iv) or (v) above and until the aggregate Principal
Balance of the Class A Certificates of the Undercollateralized Group equals the
Group I Adjusted Pool Amount, Group II Adjusted Pool Amount, Group III Adjusted
Pool Amount, Group IV Adjusted Pool Amount or Group V Adjusted Pool Amount, as
applicable (such amount, the "Undercollateralized Amount"), all amounts
otherwise distributable (without regard to this clause (vi)) first to the Class
B-8 Certificates pursuant to Paragraph twenty-fourth of 4.01(a)(ii) above,
second to the Class B-7 Certificates pursuant to Paragraph twenty-first of
4.01(a)(ii) above, third to the Class B-6 Certificates pursuant to Paragraph
eighteenth of 4.01(a)(ii) above, fourth to the Class B-5 Certificates pursuant
to Paragraph fifteenth of 4.01(a)(ii) above, fifth to the Class B-4 Certificates
pursuant to Paragraph twelfth of 4.01(a)(ii) above, sixth to the Class B-3
Certificates pursuant to Paragraph ninth of 4.01(a)(ii) above, seventh to the
Class B-2 Certificates pursuant to Paragraph sixth of 4.01(a)(ii) above and
eighth to the Class B-1 Certificates pursuant to Paragraph third of 4.01(a)(ii)
above. If two or more Groups remain outstanding, the distributions described in
Section 4.01(b)(vi)(X) will be made among such outstanding Groups in proportion
to the Group A Principal Balances of such Groups (after distributions pursuant
to Sections 4.01(b)(i), (ii), (iii), (iv) and (v)). If two or more Groups are
Undercollateralized Groups, the distributions described in this Section
4.01(b)(vi)(Y) shall be made to such Groups pro rata in proportion to the amount
by which the Group A Principal Balance of each such Group exceeds the Group I
Adjusted Pool Amount, Group II Adjusted Pool Amount, Group III Adjusted Pool
Amount, Group IV Adjusted Pool Amount or Group V Adjusted Pool Amount, as
applicable.
(c) Notwithstanding the foregoing, on each Distribution Date occurring on
or subsequent to the Subordination Depletion Date, (I) the Group I-A Principal
Distribution Amount shall be distributed among the Classes of Group I-A
Certificates, (II) the Group II-A Principal Distribution Amount shall be
distributed among the Classes of Group II-A Certificates, (III) the Group III-A
Principal Distribution Amount shall be distributed among the Classes of Group
III-A Certificates, (IV) the Group IV-A Principal Distribution Amount shall be
distributed among the Classes of Group IV-A Certificates and (V) the Group V-A
Principal Distribution Amount shall be distributed among the Classes of Group
V-A Certificates, pro rata, in accordance with their outstanding Principal
Balances without regard to either the proportions or the priorities set forth in
Section 4.01(b)(i), (ii), (iii), (iv) or (v).
(d)(i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive unscheduled principal distributions (other
than Liquidation Proceeds that are not Partial Liquidation Proceeds) with
respect to any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than the Original
Class B-1 Fractional Interest and the Class B-1 Principal Balance is greater
than zero, the Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class
B-7 and Class B-8 Certificates shall not be eligible to receive distributions
of such unscheduled principal; or
(B) if the Current Class B-2 Fractional Interest is less than the Original
Class B-2 Fractional Interest and the Class B-2 Principal Balance is greater
than zero, the Class B-3, Class B-4, Class B-5, Class B-6, Class B-7 and
Class B-8 Certificates shall not be eligible to receive distributions of such
unscheduled principal; or
(C) if the Current Class B-3 Fractional Interest is less than the Original
Class B-3 Fractional Interest and the Class B-3 Principal Balance is greater
than zero, the Class B-4, Class B-5, Class B-6, Class B-7 and Class B-8
Certificates shall not be eligible to receive distributions of such
unscheduled principal; or
(D) if the Current Class B-4 Fractional Interest is less than the Original
Class B-4 Fractional Interest and the Class B-4 Principal Balance is greater
than zero, the Class B-5, Class B-6, Class B-7 and Class B-8 Certificates
shall not be eligible to receive distributions of such unscheduled principal;
or
(E) if the Current Class B-5 Fractional Interest is less than the Original
Class B-5 Fractional Interest and the Class B-5 Principal Balance is greater
than zero, the Class B-6, Class B-7 and Class B-8 Certificates shall not be
eligible to receive distributions of such unscheduled principal; or
(F) if the Current Class B-6 Fractional Interest is less than the Original
Class B-6 Fractional Interest and the Class B-6 Principal Balance is greater
than zero, the Class B-7 and Class B-8 Certificates shall not be eligible to
receive distributions of such unscheduled principal; or
(G) if the Current Class B-7 Fractional Interest is less than the Original
Class B-7 Fractional Interest and the Class B-7 Principal Balance is greater
than zero, the Class B-8 Certificates shall not be eligible to receive
distributions of such unscheduled principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate principal distributions to Holders of the Classes of Class B
Certificates would reduce the Principal Balances of the Classes of Class B
Certificates below zero, first the Group I Class B Prepayment Percentage, Group
II Class B Prepayment Percentage, Group III Class B Prepayment Percentage, Group
IV Class B Prepayment Percentage and Group V Class B Prepayment Percentage of
any affected Class of Class B Certificates for such Distribution Date beginning
with the affected Class with the lowest numerical Class designation and then, if
necessary, the Group I Class B Percentage, Group II Class B Percentage, Group
III Class B Percentage, Group IV Class B Percentage and Group V Class B
Percentage of such Class of the Class B Certificates for such Distribution Date
shall be reduced to the respective percentages necessary to bring the Principal
Balance of such Class of Class B Certificates to zero. The Class B Prepayment
Percentages and the Class B Percentages of the remaining Classes of Class B
Certificates will be recomputed substituting for the Group I Subordinated
Prepayment Percentage, Group II Subordinated Prepayment Percentage, Group III
Subordinated Prepayment Percentage, Group IV Subordinated Prepayment Percentage
and Group V Subordinated Prepayment Percentage and the Group I Subordinated
Percentage, Group II Subordinated Percentage, Group III Subordinated Percentage,
Group IV Subordinated Percentage and Group V Subordinated Percentage in such
computations the difference between (A) the Group I Subordinated Prepayment
Percentage, Group II Subordinated Prepayment Percentage, Group III Subordinated
Prepayment Percentage, Group IV Subordinated Prepayment Percentage or Group V
Subordinated Prepayment Percentage or the Group I Subordinated Percentage, Group
II Subordinated Percentage, Group III Subordinated Percentage, Group IV
Subordinated Percentage or Group V Subordinated Percentage, as the case may be,
and (B) the percentages determined in accordance with the preceding sentence
necessary to bring the Principal Balances of the affected Classes of Class B
Certificates to zero; provided, however, that if the Principal Balances of all
the Classes of Class B Certificates eligible to receive distributions of
unscheduled principal in accordance with this section shall be reduced to zero
on such Distribution Date, the Group I Class B Prepayment Percentage, Group II
Class B Prepayment Percentage, Group III Class B Prepayment Percentage, Group IV
Class B Prepayment Percentage and Group V Class B Prepayment Percentage of the
Class of Class B Certificates with the lowest numerical Class designation which
would otherwise be ineligible to receive such distributions of unscheduled
principal in accordance with this Section shall equal the remainder of the Group
I Subordinated Prepayment Percentage, Group II Subordinated Prepayment
Percentage, Group III Subordinated Prepayment Percentage, Group IV Subordinated
Prepayment Percentage and Group V Subordinated Prepayment Percentage for such
Distribution Date minus the sum of the Group I Class B Prepayment Percentages,
Group II Class B Prepayment Percentages, Group III Class B Prepayment
Percentages, Group IV Class B Prepayment Percentages and Group V Class B
Prepayment Percentages of the Classes of Class B Certificates having lower
numerical Class designations, if any. Any entitlement of any Class of Class B
Certificates to principal payments solely pursuant to this clause (ii) shall not
cause such Class to be regarded as being eligible to receive such unscheduled
principal distributions for the purpose of applying the definition of its Group
I Class B Prepayment Percentage, Group II Class B Prepayment Percentage, Group
III Class B Prepayment Percentage, Group IV Class B Prepayment Percentage or
Group V Class B Prepayment Percentage.
(e) The Master Servicer shall establish and maintain the Middle-Tier
Certificate Account and Upper-Tier Certificate Account, each of which shall be a
separate trust account and an Eligible Account (provided that such accounts may
be deemed sub-accounts of the Payment Account so long as the Master Servicer is
the Paying Agent). 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 Paying Agent shall, on behalf
of the Master Servicer, from funds available on deposit in the Payment Account,
(i) be deemed to deposit, in immediately available funds, by wire transfer or
otherwise, into the Middle-Tier Certificate Account the Lower-Tier Distribution
Amount and (ii) be deemed to deposit, in immediately available funds, by wire
transfer or otherwise, into the Upper-Tier Certificate Account the Middle-Tier
Distribution Amount. The Master Servicer may clear and terminate the Middle-Tier
Certificate Account and the Upper-Tier Certificate Account pursuant to Section
9.01.
(f) On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Depositor), the Paying Agent shall from funds remitted
to it by the Master Servicer, distribute to each Certificateholder of record on
the preceding Record Date (other than as provided in Section 9.01 respecting the
final distribution to Certificateholders or in the last paragraph of this
Section 4.01(f) respecting the final distribution in respect of any Class)
either in immediately available funds by wire transfer to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder has so notified the Paying Agent at least
seven Business Days prior to the Distribution Date or if such Holder has not so
notified the Paying Agent, by check mailed to such Holder at the address of such
Holder appearing in the Certificate Register, such Holder's share of the Group
I-A Distribution Amount, Group II-A Distribution Amount, Group III-A
Distribution Amount, Group IV-A Distribution Amount or Group V-A Distribution
Amount, as applicable, with respect to each Class of Class A Certificates and
the Class B Distribution Amount with respect to each Class of Class B
Certificates.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance of any Class of Class A Certificates
(other than the Interest Only Certificates and the Residual Certificate) or the
Principal Balance of any Class of Class B Certificates would be reduced to zero,
or in the case of each Class of Interest Only Certificates, its respective
Notional Amount, would be reduced to zero, the Master Servicer shall, as soon as
practicable after the Determination Date relating to such Distribution Date,
send notice to the Paying Agent. The Paying Agent shall then send a notice to
each Certificateholder of such Class with a copy to the Certificate Registrar,
specifying that the final distribution with respect to such Class will be made
on such Distribution Date only upon the presentation and surrender of such
Certificateholder's Certificates at the office or agency of the Certificate
Registrar therein specified; provided, however, that the failure to give such
notice will not entitle a Certificateholder to any interest beyond the interest
payable with respect to such Distribution Date in accordance with Section
4.01(a)(i).
(g) The Paying Agent shall withhold or cause to be withheld such amounts
as may be required by the Code (giving full effect to any exemptions from
withholding and related certifications required to be furnished by
Certificateholders and any reductions to withholding by virtue of any bilateral
tax treaties and any applicable certification required to be furnished by
Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(g) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation or partnership (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise) created or organized in
or under the laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).
Section 4.02 Allocation of Realized Losses.
(a) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions) occurring with respect to
Group I Mortgage Loans, Group II Mortgage Loans, Group III Mortgage Loans, Group
IV Mortgage Loans and Group V Mortgage Loans will be allocated as follows:
first, to the Class B-8 Certificates until the Class B-8 Principal
Balance has been reduced to zero;
second, to the Class B-7 Certificates until the Class B-7 Principal
Balance has been reduced to zero;
third, to the Class B-6 Certificates until the Class B-6 Principal
Balance has been reduced to zero;
fourth, to the Class B-5 Certificates until the Class B-5 Principal
Balance has been reduced to zero;
fifth, to the Class B-4 Certificates until the Class B-4 Principal
Balance has been reduced to zero;
sixth, to the Class B-3 Certificates until the Class B-3 Principal
Balance has been reduced to zero;
seventh, to the Class B-2 Certificates until the Class B-2 Principal
Balance has been reduced to zero;
eighth, to the Class B-1 Certificates until the Class B-1 Principal
Balance has been reduced to zero; and
ninth, (i) with respect to such losses occurring with respect to Group I
Mortgage Loans, to the Group I-A Certificates; (ii) with respect to such losses
occurring with respect to Group II Mortgage Loans, to the Group II-A
Certificates; (iii) with respect to such losses occurring with respect to Group
III Mortgage Loans, to the Group III-A Certificates; (iv) with respect to such
losses occurring with respect to Group IV Mortgage Loans, to the Group IV-A
Certificates; and (v) with respect to such losses occurring with respect to
Group V Mortgage Loans, to the Group V-A Certificates.
This allocation of Realized Losses will be effected through the reduction
of the applicable Class's Principal Balance through the operation of the
definition of Principal Balance and the provisos in the definitions of Class B-1
Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance,
Class B-4 Principal Balance, Class B-5 Principal Balance, Class B-6 Principal
Balance, Class B-7 Principal Balance and Class B-8 Principal Balance.
(b) Any Realized Losses allocated to a Class of Class A Certificates or
Class B Certificates pursuant to Section 4.02(a) shall be allocated among the
Certificates of such Class based on their Percentage Interests.
(c) With respect to any Distribution Date, the interest portion of
Realized Losses occurring with respect to the Group I Mortgage Loans, Group II
Mortgage Loans, Group III Mortgage Loans, Group IV Mortgage Loans and Group V
Mortgage Loans will be allocated after the Subordination Depletion Date among
the outstanding Classes of Group I-A, Group II-A, Group III-A, Group IV-A and
Group V-A Certificates, respectively, based on their Group I-A Interest
Percentage, Group II-A Interest Percentage, Group III-A Interest Percentage,
Group IV-A Interest Percentage and Group V-A Interest Percentage.
(d) Realized Losses allocated in accordance with this Section 4.02 will be
allocated as follows: (i) Liquidated Loan Losses on Liquidated Loans for which
the Liquidation Proceeds were received during, and Bankruptcy Losses incurred in
a period corresponding to, an Unscheduled Principal Receipt Period for Full
Unscheduled Principal Receipts that is a Mid-Month Receipt Period will be
allocated on the Determination Date in the month following the month in which
such Mid-Month Receipt Period ended and (ii) Liquidated Loan Losses on
Liquidated Loans for which the Liquidation Proceeds were received during, and
Bankruptcy Losses incurred in a period corresponding to, an Unscheduled
Principal Receipt Period for Full Unscheduled Principal Receipts that is a Prior
Month Receipt Period will be allocated on the Determination Date in the second
month following the month which is such Prior Month Receipt Period.
(e) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest as provided in Section 4.01(a)(iv).
(f) With respect to any Distribution Date, the interest portion of
Realized Losses allocated pursuant to this Section 4.02 will be allocated to
each Uncertificated Lower-Tier Interest as provided in Section 4.01(a)(iv).
(g) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Middle-Tier Interest in an amount equal to the amount allocated
to its respective Corresponding Upper-Tier Class or Classes as provided above.
(h) With respect to any Distribution Date, the interest portion of
Realized Losses allocated pursuant to this Section 4.02 will be allocated to
each Uncertificated Middle-Tier Interest in the same relative proportions as
interest is allocated to such Uncertificated Middle-Tier Interest.
Section 4.03 Paying Agent.
(a) The Paying Agent shall establish and maintain a Payment Account, which
shall be a separate trust account (unless the Master Servicer is the Paying
Agent, in which case, the Certificate Account may be the Payment Account) and an
Eligible Account, in which the Master Servicer shall cause to be deposited from
funds in the Certificate Account or, to the extent required hereunder, from its
own funds (i) at or before 10:00 a.m., New York time, on the Business Day
preceding each Distribution Date, by wire transfer of immediately available
funds, any Periodic Advance for such Distribution Date, pursuant to Section 3.03
and (ii) at or before 10:00 a.m., New York time, on the Business Day preceding
each Distribution Date, by wire transfer of immediately available funds, an
amount equal to the Pool Distribution Amount. The Master Servicer may cause the
Paying Agent to invest the funds in the Payment Account. Any such investment
shall be in Eligible Investments, which shall mature not later than the Business
Day preceding the related Distribution Date (unless the Eligible Investments are
obligations of the institution that maintains such account, in which case such
Eligible Investments shall mature not later than the Distribution Date), and
shall not be sold or disposed of prior to maturity. All income and gain realized
from any such investment shall be for the benefit of the Master Servicer and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments shall be deposited in the
Payment Account by the Master Servicer out of its own funds immediately as
realized. The Paying Agent may withdraw from the Payment Account any amount
deposited in the Payment Account that was not required to be deposited therein
and may clear and terminate the Payment Account pursuant to Section 9.01.
(b) Xxxxx Fargo Bank is hereby appointed as initial Paying Agent to make
distributions to Certificateholders and to make available to Certificateholders
the Distribution Date Statements and the annual statements required by Section
4.04. The Trustee may, at any time, remove or replace the Paying Agent, other
than Xxxxx Fargo Bank for so long as Xxxxx Fargo Bank is acting as the Master
Servicer. If Xxxxx Fargo Bank is no longer acting as Master Servicer, the Master
Servicer shall pay, from its own funds, the reasonable compensation of any
Paying Agent other than Xxxxx Fargo Bank.
The Trustee shall cause any Paying Agent that is not HSBC Bank USA,
National Association or Xxxxx Fargo Bank to execute and deliver to the Trustee
an instrument (a "Paying Agent Agreement") in which such Paying Agent agrees
with the Trustee that such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to Certificateholders
or otherwise disposed of as herein provided;
(ii) give the Trustee notice of any default by the Master Servicer in
remitting any required amount;
(iii) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all amounts held
in trust by such Paying Agent; and
(iv) if the Depositor or the Master Servicer determine it necessary in
order to comply with the requirements of Regulation AB, provide to the Master
Servicer the assessment of compliance and accountants report provided for in
Section 3.11 with respect to the Servicing Criteria set forth in Item 1122(d)
of Regulation AB applicable to the duties of the Paying Agent.
Section 4.04 Statements to Certificateholders; Reports to the Trustee
and the Depositor.
(a) On each Distribution Date, the Master Servicer shall make available in
accordance with subsection (b) of this Section 4.04 to each Holder of a
Certificate, the Trustee, the Paying Agent and the Depositor a statement (the
"Distribution Date Statement") setting forth:
(i) the applicable Determination Date, the applicable Record Date and the
actual Distribution Date;
(ii) the amount of such distribution to Holders of each Class of Class A
Certificates allocable to principal, separately identifying the aggregate
amount of any Unscheduled Principal Receipts and Liquidation Proceeds
included therein and the Principal Balance of each Class of Class A
Certificates;
(iii) (A) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to interest, (B) the amount of the Current
Group I-A Interest Distribution Amount allocated to each Class of Group I-A
Certificates, Current Group II-A Interest Distribution Amount allocated to
each Class of Group II-A Certificates, Current Group III-A Interest
Distribution Amount allocated to each Class of Group III-A Certificates,
Current Group IV-A Interest Distribution Amount allocated to each Class of
Group IV-A Certificates, and Current Group V-A Interest Distribution Amount
allocated to each Class of Group V-A Certificates, (C) any Group I Interest
Shortfall Amounts, Group II Interest Shortfall Amounts, Group III Interest
Shortfall Amounts, Group IV Interest Shortfall Amounts or Group V Interest
Shortfall Amounts arising with respect to such Distribution Date and any
remaining Class A Unpaid Interest Shortfall with respect to each Class after
giving effect to such distribution, (D) the amount of any Non-Supported
Interest Shortfall allocated to each Class of Class A Certificates for such
Distribution Date and (E) the amount of any Relief Act Shortfall allocated to
each Class of Class A Certificates for such Distribution Date;
(iv) the amount of such distribution to Holders of each Class of Class B
Certificates allocable to principal, separately identifying the aggregate
amount of any Unscheduled Principal Receipts and Liquidation Proceeds
included therein and the Principal Balance of each Class of Class B
Certificates;
(v) (A) the amount of such distribution to Holders of each Class of Class
B Certificates allocable to interest, (B) the amount of the Current Class B
Interest Distribution Amount allocated to each Class of Class B Certificates,
(C) any Class B Interest Shortfall Amounts arising with respect to such
Distribution Date and any remaining Class B Unpaid Interest Shortfall with
respect to each Class of Class B Certificates after giving effect to such
distribution, (D) the amount of any Non-Supported Interest Shortfall
allocated to each Class of Class B Certificates for such Distribution Date
and (E) the amount of any Relief Act Shortfall allocated to each Class of
Class B Certificates for such Distribution Date;
(vi) the amount of any Periodic Advance by or reimbursed to any Servicer,
the Master Servicer or the Trustee pursuant to the Servicing Agreements or
this Agreement;
(vii) the number and aggregate principal balance of Group I Mortgage
Loans, Group II Mortgage Loans, Group III Mortgage Loans, Group IV Mortgage
Loans and Group V Mortgage Loans outstanding, the weighted average Mortgage
Interest Rate and weighted average remaining term to maturity of the related
Mortgage Loans outstanding and the cumulative prepayment amounts, in each
case, as of the preceding Determination Date;
(viii) the number and aggregate principal balances of the of Group I
Mortgage Loans, Group II Mortgage Loans, Group III Mortgage Loans, Group IV
Mortgage Loans and Group V Mortgage Loans by range of current Mortgage
Interest Rates;
(ix) the pool factors for such Distribution Date;
(x) the beginning and ending balance of the Certificate Account;
(xi) the Group I-A Principal Balance, Group II-A Principal Balance, Group
III-A Principal Balance, Group IV-A Principal Balance, Group V-A Principal
Balance, the Principal Balance of each Class of Class A Certificates, the
Class B Principal Balance and the Principal Balance of each Class of Class B
Certificates prior to and after giving effect to the distributions of
principal made, and the principal portion of Realized Losses, if any,
allocated with respect to such Distribution Date;
(xii) the Group I Adjusted Pool Amount, the Group II Adjusted Pool Amount,
the Group III Adjusted Pool Amount, the Group IV Adjusted Pool Amount, the
Group V Adjusted Pool Amount, the Group I Pool Balance of the Group I
Mortgage Loans for such Distribution Date, the Group II Pool Balance of the
Group II Mortgage Loans for such Distribution Date, the Group III Pool
Balance of the Group III Mortgage Loans for such Distribution Date, the Group
IV Pool Balance of the Group IV Mortgage Loans for such Distribution Date and
the Group V Pool Balance of the Group V Mortgage Loans for such Distribution
Date;
(xiii) the aggregate Scheduled Principal Balances of the Group I Mortgage
Loans, Group II Mortgage Loans, Group III Mortgage Loans, Group IV Mortgage
Loans and Group V Mortgage Loans serviced by Xxxxx Fargo Bank in its capacity
as Servicer and, collectively, by the Other Servicers as of such Distribution
Date;
(xiv) the Group I-A Percentage, Group II-A Percentage, Group III-A
Percentage, Group IV-A Percentage and Group V-A Percentage for such
Distribution Date;
(xv) the Group I-A Prepayment Percentage, Group II-A Prepayment
Percentage, Group III-A Prepayment Percentage, Group IV-A Prepayment
Percentage and Group V-A Prepayment Percentage for such Distribution Date;
(xvi) the Group I Class B-1, Class B-2, Class B-3, Class B-4, Class B-5,
Class B-6, Class B-7 and Class B-8 Percentages; the Group II Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7 and Class B-8
Percentages; the Group III Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5, Class B-6, Class B-7 and Class B-8 Percentages; the Group IV Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7 and Class
B-8 Percentages; and the Group V Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5, Class B-6, Class B-7 and Class B-8 Percentages for such
Distribution Date;
(xvii) the Group I Class B-1, Class B-2, Class B-3, Class B-4, Class B-5,
Class B-6, Class B-7 and Class B-8 Prepayment Percentages; the Group II Class
B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7 and
Class B-8 Prepayment Percentages; the Group III Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5, Class B-6, Class B-7 and Class B-8 Prepayment
Percentages; the Group IV Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5, Class B-6, Class B-7 and Class B-8 Prepayment Percentages; and the Group
V Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7
and Class B-8 Prepayment Percentages for such Distribution Date;
(xviii) the number and aggregate principal balances of Group I Mortgage
Loans, Group II Mortgage Loans, Group III Mortgage Loans, Group IV Mortgage
Loans and Group V Mortgage Loans (A) delinquent (exclusive of Mortgage Loans
in foreclosure or bankruptcy), grouping such delinquent Mortgage Loans in 30
day increments, up to 180 days delinquent (determined in accordance with the
Mortgage Bankers' Association delinquency methodology), (B) in foreclosure,
as of the close of business on the last day of the calendar month preceding
the Distribution Date and (C) in bankruptcy as of the close of business on
the last day of the calendar month preceding the Distribution Date;
(xix) the number and aggregate principal balances of the Mortgage Loans
that are REO Mortgage Loans as of the Determination Date immediately
preceding such Distribution Date;
(xx) the aggregate amount of Realized Losses incurred during the preceding
calendar month;
(xxi) any expenses or indemnification amounts paid by the Trust, the
specific purpose of each payment and the parties to whom the payments were
made;
(xxii) the amount by which the Principal Balance of each Class of Class B
Certificates has been reduced as a result of Realized Losses with respect to
Group I Mortgage Loans, Group II Mortgage Loans, Group III Mortgage Loans,
Group IV Mortgage Loans and Group V Mortgage Loans allocated as of such
Distribution Date;
(xxiii) the amount of the aggregate Servicing Fees and Master Servicing
Fees paid (and not previously reported) with respect to the related
Distribution Date and the amount by which the aggregate Available Master
Servicer Compensation has been reduced by the Prepayment Interest Shortfall
for the related Distribution Date; and
(xxiv) the amount of PMI Advances made by a Servicer, if any with respect
to each Loan Group;
(xxv) the Class A Pass-Through Rate for each Class of Class A Certificates
and the Class B Pass-Through Rate for each Class of Class B Certificates;
(xxvi) in the case of each Class of Interest Only Certificates, the
Notional Amount;
(xxvii) any material modifications, extensions or waivers to Mortgage Loan
terms, fees, penalties or payments since the previous Distribution Date;
(xxviii) a any material breaches of representations and warranties
relating to the Group I Mortgage Loans, Group II Mortgage Loans, Group III
Mortgage Loans, Group IV Mortgage Loans or Group V Mortgage Loans or material
breaches of transaction covenants;
(xxix) if any of the Group I Mortgage Loans, Group II Mortgage Loans,
Group III Mortgage Loans, Group IV Mortgage Loans or Group V Mortgage Loans
have prepayment penalties, the aggregate amount of any prepayment penalties
paid; and
(xxx) any other customary information as is required to enable
Certificateholders to prepare their tax returns.
In the case of information furnished with respect to a Class of Class A
Certificates pursuant to clauses (ii) and (iii) above and with respect to a
Class of Class B Certificates pursuant to clauses (iv) and (v) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Residual Certificate) with a $1,000 Denomination, and as a
dollar amount per Residual Certificate with a $100 Denomination.
Within a reasonable period of time after the end of each calendar year,
the Paying Agent shall, upon request, furnish or cause to be furnished to each
Person who at any time during the calendar year was the Holder of a Certificate
a statement containing the information set forth in clauses (ii) and (iii)(A)
above in the case of a Class A Certificateholder and the information set forth
in clauses (iv) and (v)(A) above in the case of a Class B Certificateholder
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Paying Agent shall
be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Master Servicer or the Trustee pursuant to
any requirements of the Code from time to time in force.
Unless the Master Servicer is acting as the Paying Agent, prior to the
close of business on the second Business Day preceding each Distribution Date,
the Master Servicer shall furnish a statement to any Paying Agent (the
information in such statement to be made available to Certificateholders by the
Paying Agent on written request) setting forth the Group I-A Distribution
Amount, Group II-A Distribution Amount, Group III-A Distribution Amount, Group
IV-A Distribution Amount or Group V-A Distribution Amount, as applicable, with
respect to each Class of Class A Certificates and the Class B Distribution
Amount with respect to each Class of Class B Certificates. The determination by
the Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
and the Paying Agent shall be protected in relying upon the same without any
independent check or verification.
In addition to the Distribution Date Statements and the annual statements
required pursuant to this Section 4.04(a), the Paying Agent shall make available
upon request to each Holder and each proposed transferee of a Class B-6, Class
B-7 or Class B-8 Certificate such additional information, if any, as may be
required to permit the proposed transfer to be effected pursuant to Rule 144A,
which information shall be provided on a timely basis to the Paying Agent by the
Master Servicer.
(b) The Master Servicer's responsibility for disbursing the information
set forth in subsection (a) of this Section 4.04 to each Holder of a
Certificate, the Depositor and other interested parties is limited to the
availability, timeliness and the accuracy of the information provided by each
Servicer. The Master Servicer will make a copy of each Distribution Date
Statement provided pursuant to this Section 4.04 (and, at its option, any
additional files containing the same information in an alternative format)
available each month to Certificateholders and other interested parties, and
other parties to this Agreement via the Master Servicer's internet website,
which in the case of Xxxxx Fargo Bank, is located at "xxx.xxxxxxx.xxx." In
addition, the Paying Agent shall provide copies of the Distribution Date
Statement and the annual statements required pursuant to Section 4.04(a) to
Persons making written requests therefor at its Corporate Trust Office.
Assistance in using the internet website can be obtained by calling the Master
Servicer's customer service desk, which in the case of Xxxxx Fargo Bank, is at
(000) 000-0000. Parties that are unable to use the above distribution method are
entitled to have a paper copy mailed to them via first class mail by calling the
customer service desk and indicating such. The Master Servicer shall have the
right to change the way the Distribution Date Statement is distributed in order
to make such distribution more convenient and/or more accessible and the Master
Servicer shall provide timely and adequate notification to the
Certificateholders and the parties to this Agreement regarding any such changes.
The Master Servicer shall also be entitled to rely on but shall not be
responsible for the content or accuracy of any information provided by third
parties for purposes of preparing the Distribution Date Statement and may affix
thereto any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party hereto).
Section 4.05 Reserved.
Section 4.06 Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer.
The Master Servicer will compute the amount of all distributions to be
made on the Certificates and all losses to be allocated to the Certificates. In
the event that the Master Servicer concludes that any ambiguity or uncertainty
exists in any provisions of this Agreement relating to distributions to be made
on the Certificates, the allocation of losses to the Certificates or otherwise,
the interpretation of such provisions and any actions taken by the Master
Servicer in good faith to implement such interpretation shall be binding upon
Certificateholders.
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.
(a) The Class A and Class B Certificates shall be issued only in minimum
Denominations of a Single Certificate and, except for the Residual Certificate,
integral multiples of $1 in excess thereof (except, if necessary, for one
Certificate of the Class B-8 Certificates that evidences one Single Certificate
plus such additional principal portion as is required in order for all
Certificates of such Class to equal the aggregate Original Principal Balance of
such Class), and shall be substantially in the respective forms set forth as
Exhibits X-X-X-0, X-X-X-0, X-0-X-XX, X-X-X-X, X-XX-X-0, X-XX-X-0, A-II-A-IO,
A-III-A-1, A-III-A-2, A-III-A-IO, X-XX-X-0, X-XX-X-0, X-XX-X-XX, X-X-X-0,
A-V-A-IO, X-0, X-0, X-0, X-0, X-0, X-0, X-0, B-8 and C (reverse side of
Certificates) hereto. On original issue the Certificates shall be executed and
delivered by the Paying Agent to or upon the order of the Depositor upon receipt
by the Trustee or the Custodian of the documents specified in Section 2.01(a).
The aggregate principal portion or notional amount evidenced by the Class A and
Class B Certificates shall be the sum of the amounts specifically set forth in
the respective Certificates. The Certificates shall be executed by manual or
facsimile signature on behalf of the Paying Agent by any Responsible Officer
thereof. Certificates bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Paying Agent shall bind the
Paying Agent notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the countersigning of such Certificates and delivery
of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless manually countersigned by a
Responsible Officer of the Authenticating Agent, or unless there appears on such
Certificate a certificate of authentication executed by the Authenticating Agent
by manual signature, and such countersignature or certificate upon a 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 authentication.
Until such time as Definitive Certificates are issued pursuant to Section
5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized representative of
[the Clearing Agency] to the Depositor or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of [the Clearing Agency] or such other name as requested by an authorized
representative of [the Clearing Agency] and any payment is made to [the Clearing
Agency], any transfer, pledge or other use hereof for value or otherwise by or
to any person is wrongful since the registered owner hereof, [the Clearing
Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be issued in
the form of one or more typewritten certificates, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the
Depositor or to, and deposited with the Certificate Custodian, on behalf of The
Depository Trust Company, if directed to do so pursuant instructions from The
Depository Trust Company. Such Certificates shall initially be registered in the
Certificate Register in the name of the nominee of the initial Clearing Agency,
and no Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force and
effect;
(ii) the Depositor, the Master Servicer, the Certificate Registrar, the
Paying Agent and the Trustee may deal with the Clearing Agency for all
purposes (including the making of distributions on the Book-Entry
Certificates and the taking of actions by the Holders of Book-Entry
Certificates) as the authorized representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b) conflict
with any other provisions of this Agreement, the provisions of this Section
5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through the
Clearing Agency and shall be limited to those established by law, the rules,
regulations and procedures of the Clearing Agency and agreements between such
Beneficial Owners and the Clearing Agency and/or the Clearing Agency
Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates, refer
to actions taken by the Clearing Agency upon instructions from the Clearing
Agency Participants, and all references in this Agreement to distributions,
notices, reports and statements to Certificateholders shall, with respect to
the Book-Entry Certificates, refer to distributions, notices, reports and
statements to the Clearing Agency or its nominee, as registered holder of the
Book-Entry Certificates, as the case may be, for distribution to Beneficial
Owners in accordance with the procedures of the Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among the
Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of Book-Entry
Certificates evidencing specified Voting Interests, such direction or consent
shall be given by Beneficial Owners having the requisite Voting Interests,
acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to Beneficial
Owners pursuant to Section 5.07, copies of the Distribution Date Statements
shall be available to Beneficial Owners upon written request to the Paying Agent
at its Corporate Trust Office.
Section 5.02 Registration of Certificates.
(a) The Certificate Registrar shall cause to be kept at one of the offices
or agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Master Servicer shall act as, or shall appoint, a Certificate Registrar for
the purpose of registering Certificates and transfers and exchanges of
Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any
office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Paying Agent shall execute,
and shall date, countersign (or cause the Authenticating Agent to countersign)
and deliver, in the name of the designated transferee or transferees, one or
more new Certificates of a like aggregate principal portion or Percentage
Interest and of the same Class.
At the option of the Certificateholders, Certificates may be exchanged for
other Certificates of authorized Denominations of a like aggregate principal
portion or Percentage Interest and of the same Class upon surrender of the
Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Paying Agent shall execute,
and shall date, countersign (or cause the Authenticating Agent to 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 (if so required by the Certificate Registrar or the Paying Agent)
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 his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, 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.
All Certificates surrendered for transfer and exchange shall be canceled
by the Certificate Registrar, the Paying Agent or the Authenticating Agent in
accordance with their standard procedures.
(b) No transfer of a Class B-6, Class B-7 or Class B-8 Certificate shall
be made unless the registration requirements of the 1933 Act, and any applicable
State securities laws are complied with, or such transfer is exempt from the
registration requirements under said Act and laws. In the event that a transfer
is to be made in reliance upon an exemption from said Act or laws, (i) unless
such transfer is made in reliance on Rule 144A, the Master Servicer or the
Depositor may, if such transfer is to be made within three years after the later
of (a) the date of the initial sale of Certificates or (b) the last date on
which the Depositor or any affiliate thereof was a Holder of the Certificates
proposed to be transferred, require a Class B-6, Class B-7 or Class B-8
Certificateholder to deliver a written Opinion of Counsel acceptable to and in
form and substance satisfactory to the Master Servicer and the Depositor, to the
effect that such transfer may be made pursuant to an exemption, describing the
applicable exemption and the basis therefor, from said Act and laws or is being
made pursuant to said Act and laws, which Opinion of Counsel shall not be an
expense of the Depositor or the Master Servicer, and (ii) the Master Servicer
shall require the transferee (other than an affiliate of the Depositor on the
Closing Date) to execute an investment letter in the form of Exhibit J hereto
certifying to the Depositor and the Master Servicer the facts surrounding such
transfer, which investment letter shall not be an expense of the Depositor or
the Master Servicer. The Holder of a Class B-6, Class B-7 or Class B-8
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee, the Depositor, the Master Servicer and any Paying Agent
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. Neither the Depositor nor
the Master Servicer is under an obligation to register the Class B-6, Class B-7
or Class B-8 Certificates under said Act or any other securities law.
(c) No transfer of a Class B-6, Class B-7 or Class B-8 Certificate shall
be made unless the Master Servicer and the Depositor shall have received (i) a
representation letter from the transferee in the form of Exhibit J hereto, to
the effect that either (a) such transferee is not an employee benefit plan or
other retirement arrangement subject to Title I of ERISA or Code Section 4975,
or a governmental plan, as defined in Section 3(32) of ERISA, subject to any
federal, state or local law ("Similar Law") which is to a material extent
similar to the foregoing provisions of ERISA or the Code (collectively, a
"Plan") and is not a person acting on behalf of or using the assets of any such
Plan, which representation letter shall not be an expense of the Depositor or
the Master Servicer or (b) if such transferee is an insurance company, (A) the
source of funds used to purchase the Class B-6, Class B-7 or Class B-8
Certificate is an "insurance company general account" (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"),
60 Fed. Reg. 35925 (July 12, 1995)), (B) there is no Plan with respect to which
the amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans maintained by
the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE
95-60) or by the same employee organization exceeds 10% of the total of all
reserves and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition and (C) the purchase
and holding of such Class B-6, Class B-7 or Class B-8 Certificate is covered by
Sections I and III of PTE 95-60 or (ii) in the case of any such Class B-6, Class
B-7 or Class B-8 Certificate presented for registration in the name of a Plan,
or a trustee of any such Plan, (A) an Opinion of Counsel satisfactory to the
Master Servicer and the Depositor to the effect that the purchase or holding of
such Class B-6, Class B-7 or Class B-8 Certificate will not constitute or result
in a non-exempt prohibited transaction within the meaning of ERISA, Section 4975
of the Code or Similar Law and will not subject the Depositor or the Master
Servicer to any obligation in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Depositor or the Master
Servicer and (B) such other opinions of counsel, Officer's Certificates and
agreements as the Depositor or the Master Servicer may require in connection
with such transfer, which opinions of counsel, Officer's Certificates and
agreements shall not be an expense of the Depositor or the Master Servicer. The
Class B-6, Class B-7 and Class B-8 Certificates shall bear a legend referring to
the foregoing restrictions contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of the Residual
Certificate may be transferred directly or indirectly to a "disqualified
organization" within the meaning of Code Section 860E(e)(5) or an agent of a
disqualified organization (including a broker, nominee, or middleman), to a Plan
or a Person acting on behalf of or investing the assets of a Plan (such Plan or
Person, an "ERISA Prohibited Holder") or to an individual, corporation,
partnership or other person unless such transferee (i) is not a Non-U.S. Person
or (ii) is a Non-U.S. Person that holds the Residual Certificate in connection
with the conduct of a trade or business within the United States and has
furnished the transferor and the Master Servicer with an effective Internal
Revenue Service Form W-8ECI or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Master Servicer an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Residual
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Residual
Certificate will not be disregarded for federal income tax purposes (any such
person who is not covered by clauses (i), (ii) or (iii) above being referred to
herein as a "Non-permitted Foreign Holder"), and any such purported transfer
shall be void and have no effect. The Paying Agent shall not execute, and shall
not countersign (or cause the Authenticating Agent to countersign) and deliver,
a new Residual Certificate in connection with any such transfer to a
disqualified organization or agent thereof (including a broker, nominee or
middleman), an ERISA Prohibited Holder or a Non-permitted Foreign Holder, and
neither the Certificate Registrar nor the Paying Agent shall accept a surrender
for transfer or registration of transfer, or register the transfer of, the
Residual Certificate, unless the transferor shall have provided to the Master
Servicer an affidavit, substantially in the form attached as Exhibit H hereto,
signed by the transferee, to the effect that the transferee is not such a
disqualified organization, an agent (including a broker, nominee, or middleman)
for any entity as to which the transferee has not received a substantially
similar affidavit, an ERISA Prohibited Holder or a Non-permitted Foreign Holder,
which affidavit shall contain the consent of the transferee to any such
amendments of this Agreement as may be required to further effectuate the
foregoing restrictions on transfer of the Residual Certificate to disqualified
organizations, ERISA Prohibited Holders or Non-permitted Foreign Holders. Such
affidavit shall also contain the statement of the transferee that (i) the
transferee has historically paid its debts as they have come due and intends to
do so in the future, (ii) the transferee understands that it may incur
liabilities in excess of cash flows generated by the residual interest, (iii)
the transferee intends to pay taxes associated with holding the residual
interest as they become due, (iv) the transferee will not cause income from the
Residual Certificate to be attributable to a foreign permanent establishment or
fixed base, within the meaning of an applicable income tax treaty, of such
transferee or any other Person, and (v) the transferee will not transfer the
Residual Certificate to any Person who does not provide an affidavit
substantially in the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Residual Certificate, shall be
accompanied by a written statement in the form attached as Exhibit I hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has no actual knowledge that the transferee is a disqualified
organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has
no knowledge or reason to know that the statements made by the transferee with
respect to clauses (i) and (iii) of the last sentence of the preceding paragraph
are not true. The Residual Certificate shall bear a legend referring to the
foregoing restrictions contained in this paragraph and the preceding paragraph.
Upon actual knowledge of a Master Servicing Officer or a Responsible
Officer of the Paying Agent that any legal or beneficial interest in any portion
of the Residual Certificate has been transferred, directly or indirectly, to a
disqualified organization or agent thereof (including a broker, nominee, or
middleman) in contravention of the foregoing restrictions, (i) such transferee
shall be deemed to hold the Residual Certificate in constructive trust for the
last transferor who was not a disqualified organization or agent thereof, and
such transferor shall be restored as the owner of such Residual Certificate as
completely as if such transfer had never occurred, provided that the Master
Servicer may, but is not required to, recover any distributions made to such
transferee with respect to the Residual Certificate, and (ii) the Master
Servicer agrees to furnish to the Internal Revenue Service and to any transferor
of the Residual Certificate or such agent (within 60 days of the request
therefor by the transferor or agent) such information necessary to the
application of Code Section 860E(e) as may be required by the Code, including
but not limited to the present value of the total anticipated excess inclusions
with respect to the Residual Certificate (or portion thereof) for periods after
such transfer. At the election of the Master Servicer, the cost to the Master
Servicer of computing and furnishing such information may be charged to the
transferor or such agent referred to above; however, the Master Servicer shall
in no event be excused from furnishing such information.
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Paying Agent, the
Certificate Registrar or the Authenticating Agent, or the Paying Agent, the
Certificate Registrar or the Authenticating Agent receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate, and (ii)
there is delivered to the Paying Agent, the Certificate Registrar or the
Authenticating Agent such security or indemnity as may be required by them to
hold each of them harmless, then, in the absence of notice to the Paying Agent,
the Certificate Registrar or the Authenticating Agent that such Certificate has
been acquired by a bona fide purchaser, the Paying Agent shall execute and
countersign (or cause the Authenticating Agent to countersign) and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and principal portion or Percentage
Interest and of the same Class. Upon the issuance of any new Certificate under
this Section, the Paying Agent or 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 expense (including the fees and
expenses of the Paying Agent or the Authenticating Agent) in connection
therewith. Any duplicate Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership in the Trust Estate,
as if originally issued, whether or not the lost, stolen, or destroyed
Certificate shall be found at any time.
Section 5.04 Persons Deemed Owners.
Prior to the due presentation of a Certificate for registration of
transfer, the Depositor, the Master Servicer, the Trustee, the Paying Agent, the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee, the Paying Agent 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 4.01, and for all
other purposes whatsoever, and neither the Depositor, the Master Servicer, the
Trustee, the Certificate Registrar, the Paying Agent nor any agent of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar or the
Paying Agent shall be affected by notice to the contrary.
Section 5.05 Access to List of Certificateholders' Names and Addresses.
(a) If the Paying Agent is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Paying
Agent, within 15 days after receipt by the Certificate Registrar of a request by
the Paying Agent in writing, a list, in such form as the Paying Agent may
reasonably require, of the names and addresses of the Certificateholders of each
Class as of the most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Certificate Registrar, 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 Certificate Registrar shall, within
five Business Days following the receipt of such application, afford such
applicants access during normal business hours to the most recent list of
Certificateholders held by the Certificate Registrar.
(c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Depositor, the Master Servicer, the Certificate Registrar, the
Paying Agent and the Trustee that neither the Depositor, the Master Servicer,
the Certificate Registrar, the Paying Agent nor the Trustee shall be held
accountable by reason of the disclosure of any such information as to the names,
addresses and Percentage Interests of the Certificateholders hereunder,
regardless of the source from which such information was delivered.
Section 5.06 Maintenance of Office or Agency.
The Certificate Registrar will maintain, at its expense, an office or
agency where Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Certificate Registrar in
respect of the Certificates and this Agreement may be served. The Certificate
Registrar initially designates the Corporate Trust Office of the Certificate
Registrar, if any, as its offices and agencies for said purposes.
Section 5.07 Definitive Certificates.
If (A) the Clearing Agency advises the Paying Agent in writing that the
Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Depositor is unable to locate a qualified successor, the Paying Agent
shall notify the Beneficial Owners, through the Clearing Agency, of the
occurrence of any such event and of the availability of Definitive Certificates
to Beneficial Owners requesting the same. Upon surrender to the Paying Agent by
the Clearing Agency of the Certificates held of record by its nominee,
accompanied by reregistration instructions and directions to execute and
authenticate new Certificates from the Depositor, the Paying Agent shall execute
and cause the Authenticating Agent to countersign Definitive Certificates for
delivery at its Corporate Trust Office. The Depositor shall arrange for, and
will bear all costs of, the printing and issuance of such Definitive
Certificates. Except with the consent of the Depositor, the Paying Agent shall
not execute or cause the Authenticating Agent to countersign Definitive
Certificates in exchange for Book-Entry Certificates except as set forth above.
Neither the Depositor, the Master Servicer nor the Paying Agent shall be liable
for any delay in delivery of such instructions by the Clearing Agency and may
conclusively rely on, and shall be protected in relying on, such instructions.
Section 5.08 Notices to Clearing Agency.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Paying Agent shall give all such notices and communications specified
herein to be given to Holders of Book-Entry Certificates to the Clearing Agency.
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01 Liability of the Depositor and the Master Servicer.
The Depositor and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically imposed by this
Agreement and undertaken hereunder by the Depositor and the Master Servicer.
Section 6.02 Merger or Consolidation of the Depositor or the Master
Servicer.
Subject to the following paragraph (a) the Depositor will keep in full
effect its existence, rights and franchises as a corporation under the laws of
the jurisdiction of its incorporation, and will 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 and (b) the Master
Servicer will keep in full effect its power and authority as a national banking
association under the laws of the jurisdiction of its organization, and will
obtain and preserve its qualification to do business 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.
The Depositor or the Master Servicer may be merged or consolidated with or
into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Depositor or Master Servicer shall be a party, or any Person
succeeding to the business of the Depositor or Master Servicer, shall be the
successor of the Depositor or Master Servicer 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, (a) in the case of the Master Servicer, any such successor or resulting
Person shall have a net worth of not less than $15,000,000 and be qualified to
service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and (b) the Master Servicer
and such successor or surviving Person shall notify the Depositor and the
Trustee of any such merger, conversion or consolidation at least two Business
Days prior to the effective date thereof (unless giving such prior notice would
be prohibited by applicable law or by a confidentiality agreement, in which case
notice shall be given by 12 noon Eastern time one Business Day after such merger
or consolidation).
Section 6.03 Limitation on Liability of the Depositor, the Master
Servicer and Others.
Neither the Depositor nor the Master Servicer nor any subcontractor nor
any of the directors, officers, employees or agents of any of them shall be
under any liability to the Trust Estate or the Certificateholders and all such
Persons shall be held harmless 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 any such
Person against any breach of warranties or representations made herein or
against 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, any subcontractor, and any director, officer, employee or
agent of any of them shall be entitled to indemnification by the Trust Estate
and will be held harmless against any loss, liability or expense incurred in
connection with the performance of their duties and obligations, the exercise of
their rights or any legal action (including but not limited to, costs and
expenses of litigation, and of investigation, attorney's fees, damages,
judgments and amounts paid in settlement) under this Agreement, the Certificates
or the Mortgage Loans (except for amounts due by the Depositor in connection
with the breach of a representation or warranty covering the Mortgage Loans),
including, in the case of the Master Servicer, any indemnity amounts paid by the
Master Servicer to a Servicer pursuant to the applicable Servicing Agreement,
other than any loss, liability or expense (including without limitation,
expenses payable by the Master Servicer under Section 8.06) incurred by reason
of willful misfeasance, bad faith or gross negligence in the performance of his
or its duties hereunder or by reason of reckless disregard of his or its
obligations and duties hereunder. The Depositor, the Master Servicer and any of
the directors, officers, employees or agents of either may rely in good faith on
any document of any kind which, prima facie, is properly executed and submitted
by any Person respecting any matters arising hereunder. Neither the Depositor
nor the Master Servicer shall be under any obligation to appear in, prosecute or
defend any legal action unless such action is related to its respective duties
under this Agreement and, in its opinion, does not involve it in any expense or
liability; provided, however, that the Depositor or the Master Servicer may in
its discretion 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 if the
Certificateholders offer to the Depositor or the Master Servicer, as the case
may be, reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby. 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 or the
Master Servicer shall be entitled to be reimbursed therefor out of the
Certificate Account, and such amounts shall, on the following Distribution Date
or Distribution Dates, be allocated in reduction of distributions on the Class A
Certificates and Class B Certificates in the same manner as Realized Losses are
allocated pursuant to Section 4.02(a).
Section 6.04 Resignation of the Master Servicer.
The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except (a) upon appointment of a successor master servicer
and receipt by the Trustee of a letter from each Rating Agency that such a
resignation and appointment will not result in a downgrading of the rating of
any of the Certificates, (b) upon determination that its duties hereunder are no
longer permissible under applicable law, or (c) pursuant to Section 6.06. Any
such determination under clause (b) permitting the resignation of the Master
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to
the Trustee. No such resignation shall become effective until the Trustee or a
successor master servicer shall have assumed the Master Servicer's
responsibilities, duties, liabilities and obligations hereunder.
Section 6.05 Compensation to the Master Servicer.
The Master Servicer shall be entitled to receive a monthly fee equal to
the Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement, any
investment income on funds on deposit in the Certificate Account invested in
accordance with Section 3.01(c), any investment income on funds on deposit in
the Payment Account invested in accordance with Section 4.03(a) and any
Liquidation Profits to which a Servicer is not entitled under its Servicing
Agreement.
Section 6.06 Assignment or Delegation of Duties by Master Servicer.
(a) The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee, and any agreement, instrument
or act purporting to effect any such assignment, transfer, delegation or
appointment shall be void. Notwithstanding the foregoing, subject to Section
6.06(b), the Master Servicer shall have the right without the prior written
consent of the Trustee (i) to assign its rights and delegate its duties and
obligations hereunder; provided, however, that (a) the purchaser or transferee
accepting such assignment or delegation is qualified to service mortgage loans
for Xxxxxx Xxx or Xxxxxxx Mac, and executes and delivers to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, which
contains an assumption by such purchaser or transferee of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by the Master Servicer hereunder from and after the date of such
agreement; and (b) each applicable Rating Agency's rating of any Certificates in
effect immediately prior to such assignment, sale or transfer is not reasonably
likely to be qualified, downgraded or withdrawn as a result of such assignment,
sale or transfer and the Certificates are not reasonably likely to be placed on
credit review status by any such Rating Agency; and (ii) to delegate to,
subcontract with, authorize, or appoint an affiliate of the Master Servicer to
perform and carry out any duties, covenants or obligations to be performed and
carried out by the Master Servicer under this Agreement and hereby agrees so to
delegate, subcontract, authorize or appoint to an affiliate of the Master
Servicer any duties, covenants or obligations to be performed and carried out by
the Master Servicer to the extent that such duties, covenants or obligations are
to be performed in any state or states in which the Master Servicer is not
authorized to do business as a foreign corporation but in which the affiliate is
so authorized. In no case, however, shall any permitted assignment and
delegation relieve the Master Servicer of any liability to the Trustee or the
Depositor under this Agreement, incurred by it prior to the time that the
conditions contained in clause (i) above are met.
(b) Notwithstanding anything contained herein to the contrary, to the
extent the Master Servicer engages any affiliate or third party vendor, in
connection with the performance of any of its duties under this Agreement, the
Master Servicer shall immediately notify the Depositor in writing of such
engagement (to the extent it has not already notified the Depositor pursuant to
clause (a) above); provided however, that prior to engaging any affiliate or
third party vendor in connection with the performance of any of its duties under
this Agreement, the Master Servicer shall determine (i) if such affiliates or
third party vendors would be a Servicing Function Participant and (ii) if such
affiliate or third party vendor would be a "servicer" within the meaning of Item
1101 of Regulation AB (an "Additional Master Servicer") and meets the criteria
in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If the Master Servicer
has determined that such affiliates or third party vendors are a Servicing
Function Participant, the Master Servicer shall cause such Servicing Function
Participant to prepare and deliver to the Master Servicer a separate assessment
and attestation report, as contemplated by Section 3.11 of this Agreement. In
addition, if the Master Servicer has determined that any such affiliate or third
party vendor would be an Additional Master Servicer and meets the criteria in
Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, the Master Servicer shall
cause such Additional Master Servicer to prepare and deliver to the Master
Servicer a separate compliance statement as contemplated by Section 3.05 of this
Agreement. In addition, if the Master Servicer determines any such affiliate or
third party vendor would be a "servicer" within the meaning of Item 1101 of
Regulation AB, the Master Servicer shall not engage such affiliate or third
party vendor unless it provides the Master Servicer and the Depositor the
information required by Section 1108(b) and 1108(c) of Regulation AB prior to
such engagement.
(c) In the event of any assignment of rights or delegation of duties of
the Master Servicer, the Master Servicer shall report such event on Form 8-K
within four Business Days after the effective date thereof.
Section 6.07 Indemnification of Trustee and Depositor by Master Servicer.
The Master Servicer shall indemnify and hold harmless the Trustee and the
Depositor and any director, officer or agent thereof against any loss, liability
or expense, including reasonable attorney's fees, arising out of, in connection
with or incurred by reason of (a) willful misfeasance, bad faith or negligence
in the performance of duties of the Master Servicer under this Agreement or by
reason of reckless disregard of its obligations and duties under this Agreement,
including, but not limited to the Master Servicer's obligation to deliver any
information, report, certification, accountants' letter or other material
required to comply with Regulation AB or (b) any material breach by the Master
Servicer of any of the representations and warranties contained in Section
2.03(a). Any payment pursuant to this Section made by the Master Servicer to the
Trustee or the Depositor shall be from such entity's own funds, without
reimbursement therefor. The provisions of this Section 6.07 shall survive the
termination of this Agreement.
Section 6.08 Master Servicer Errors and Omissions Policy.
The Master Servicer shall maintain, at all times and at its own expense, a
Master Servicer Errors and Omissions Policy, which policy shall have such terms
and coverage amounts as are comparable to those of errors and omissions policies
maintained by master servicers of mortgage loans generally.
The Master Servicer Errors and Omissions Policy shall insure the Master
Servicer, its successors and assigns, against any losses resulting from
negligence, errors or omissions on the part of officers, employees or other
persons acting on behalf of the Master Servicer in the performance of its duties
as Master Servicer pursuant to this Agreement.
The Master Servicer shall maintain in effect the Master Servicer Errors
and Omissions Policy at all times and the Master Servicer Errors and Omissions
Policy may not be canceled, permitted to lapse or otherwise terminated without
the acquisition of comparable coverage by the Master Servicer.
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer to remit any funds to the Paying
Agent as required by Section 4.03 continues unremedied for a period of three
business days after either (a) receipt by the Master Servicer of written
notice of such failure, requiring the same to be remedied, shall have been
given to the Master Servicer by the Trustee or to the Master Servicer and the
Trustee by the holders of Certificates evidencing in the aggregate not less
than 25% of the aggregate Voting Interest represented by all Certificates or
(b) solely in the case of the failure of the Master Servicer to remit any
Periodic Advance required to be remitted pursuant to Section 3.03, the date
upon which the Master Servicer delivered to the Trustee the certification
required by Section 3.03(a);
(ii) any failure on the part of the Master Servicer to observe or perform
in any material respect any of its covenants or agreements under Sections
3.05, 3.11 or 3.12 hereof, subject to any cure period set forth in such
sections;
(iii) any failure on the part of the Master Servicer duly to observe or
perform in any material respect any other of the covenants or agreements on
the part of the Master Servicer in the Certificates or in this Agreement,
which continues unremedied for a period of 60 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 by the Trustee or the Depositor, or to the
Master Servicer and the Trustee by the holders of Certificates evidencing in
the aggregate not less than 25% of the aggregate Voting Interest represented
by all Certificates;
(iv) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a trustee,
conservator, receiver or liquidator in any bankruptcy, insolvency,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against the Master Servicer and such decree or order shall have
remained in force undischarged and unstayed for a period of 60 days;
(v) the Master Servicer shall consent to the appointment of a trustee,
conservator, receiver or liquidator or liquidating committee in any
bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar proceedings of or relating to
the Master Servicer, or of or relating to all or substantially all of its
property;
(vi) the Master 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, bankruptcy or reorganization statute, make an
assignment for the benefit of its creditors or voluntarily suspend payment of
its obligations;
(vii) the Master Servicer shall be dissolved, or shall dispose of all or
substantially all of its assets; or consolidate with or merge into another
entity or shall permit another entity to consolidate or merge into it, such
that the resulting entity does not meet the criteria for a successor
servicer, as specified in Section 6.02 hereof; or
(viii) the Master Servicer and any Subservicer appointed by it becomes
ineligible to service for both Xxxxxx Mae and Xxxxxxx Mac, which
ineligibility continues unremedied for a period of 90 days;
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans, but without prejudice to any
rights which the Master Servicer may have to the aggregate Master Servicing Fees
due prior to the date of transfer of the Master Servicer's responsibilities
hereunder, reimbursement of expenses to the extent permitted by this Agreement,
Periodic Advances and other advances of its own funds. Upon receipt by the
Master Servicer of such written notice, 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 pursuant
to and under this Section, subject to the provisions of Section 7.05; and,
without limitation, the Trustee 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, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder and shall promptly provide the
Trustee all documents and records reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
Section 7.02 Other 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 7.01, 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 and debt 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 7.03 Directions by Certificateholders and
Duties of Trustee During Event of Default.
During the continuance of any Event of Default, Holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting Interest
represented by all Certificates 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 rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the 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 reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with 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 nonassenting Certificateholders.
Section 7.04 Action upon Certain Failures of the Master Servicer and
upon Event of Default.
In the event that the Trustee shall have knowledge of any failure of the
Master Servicer specified in Section 7.01(i), (ii) or (iii) which would become
an Event of Default upon the Master Servicer's failure to remedy the same after
notice, the Trustee may, but need not if the Trustee deems it not in the
Certificateholders' best interest, give notice thereof to the Master Servicer;
provided however that, without limiting any remedy as a result of such failure,
the Trustee shall be required to give notice thereof to the Master Servicer in
the case of the failure by the Master Servicer to observe or perform any of its
covenants under Sections 3.05, 3.11, 3.12, 6.02 or 6.06(b) of this Agreement.
For all purposes of this Agreement, in the absence of actual knowledge by a
Responsible Officer of the Trustee, the Trustee shall not be deemed to have
knowledge of any failure of the Master Servicer as specified in Section 7.01(i),
(ii) and (iii) or any Event of Default unless notified thereof in writing by the
Master Servicer or by a Certificateholder.
Section 7.05 Trustee to Act; Appointment of Successor.
When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee receives the resignation of the Master Servicer
evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall
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 have the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer by the terms and provisions hereof and in its capacity as such
successor shall have the same limitation of liability herein granted to the
Master Servicer. In the event that the Trustee is succeeding to the Master
Servicer as the Master Servicer, as compensation therefor, the Trustee shall be
entitled to receive monthly such portion of the Master Servicing Fee, together
with such other master servicing compensation as is agreed to at such time by
the Trustee and the Master Servicer, but in no event more than 25% thereof until
the date of final cessation of the Master Servicer's master servicing activities
hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling
to so act, or shall, if it is unable to so act or to obtain a qualifying bid as
described below, appoint, or petition a court of competent jurisdiction to
appoint, any housing and home finance institution, bank or mortgage servicing
institution having a net worth of not less than $10,000,000 and meeting such
other standards for a successor master servicer as are set forth herein, as the
successor to the Master Servicer hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Master Servicer hereunder;
provided, however, that until such a successor master servicer is appointed and
has assumed the responsibilities, duties and liabilities of the Master Servicer
hereunder, the Trustee shall continue as the successor to the Master Servicer as
provided above. Upon cessation of the Master Servicer's master servicing
activities hereunder, the Trustee or any other successor master servicer shall
be entitled to compensation not to exceed the compensation specified in Section
6.05 hereof, which amount shall include compensation for acting as paying agent.
If the Master Servicer and the Paying Agent are not the same party, the Master
Servicer shall pay the compensation of the Paying Agent. In the event the
Trustee is required to solicit bids as provided above, the Trustee shall
solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other master servicing
compensation in the form of late reporting fees or otherwise as provided in
Section 6.05, which amount shall include compensation for acting as paying
agent. Within 30 days after any such public announcement, the Trustee shall
negotiate and effect the sale, transfer and assignment of the master servicing
rights and responsibilities hereunder to the qualified party submitting the
highest qualifying bid. The Trustee shall deduct all costs and expenses of any
public announcement and of any sale, transfer and assignment of the master
servicing rights and responsibilities hereunder from any sum received by the
Trustee from the successor to the Master Servicer in respect of such sale,
transfer and assignment. After such deductions, the remainder of such sum shall
be paid by the Trustee to the Master Servicer at the time of such sale, transfer
and assignment to the Master Servicer's successor. The Trustee and such
successor shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession. The Master Servicer agrees to
cooperate with the Trustee and any successor master servicer in effecting the
termination of the Master Servicer's servicing responsibilities and rights
hereunder and shall promptly provide the Trustee or such successor master
servicer, as applicable, all documents and records reasonably requested by it to
enable it to assume the Master Servicer's function hereunder and shall promptly
also transfer to the Trustee or such successor master servicer, as applicable,
all amounts which then have been or should have been deposited in the
Certificate Account by the Master Servicer or which are thereafter received by
the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor
any other successor master servicer shall be deemed to be in default hereunder
by reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof caused by (i) the failure of the Master
Servicer to deliver, or any delay in delivering, cash, documents or records to
it, or (ii) restrictions imposed by any regulatory authority having jurisdiction
over the Master Servicer. Notwithstanding anything to the contrary contained in
Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of
its rights and responsibilities hereunder, and no successor (including the
Trustee) shall succeed thereto, if the assumption thereof by such successor
would cause the rating assigned to any Certificates to be revoked, downgraded or
placed on credit review status (other than for possible upgrading) by either
Rating Agency and the retention thereof by the Master Servicer would avert such
revocation, downgrading or review.
All costs associated with the appointment of a successor master servicer,
to the extent not deducted from any sum received by the Trustee from the
successor master servicer, shall be paid to the Person that incurred them by the
predecessor master servicer. Without limiting the predecessor master servicer's
obligation, if the predecessor master servicer fails to pay such costs, such
costs shall be reimbursed by the Trust.
The predecessor Master Servicer and successor Master Servicer shall notify
the Depositor and Trustee of any such appointment at least two Business Days
prior to the effective date thereof and shall provide the Depositor and the
Trustee with all information required by the Depositor to comply with its
reporting obligation under Item 6.02 of Form 8-K not later than the effective
date of such appointment and the successor Master Servicer shall report such
event on Form 8-K within four business days of the occurrence of such event.
Section 7.06 Notification to Certificateholders.
Upon any termination of the Master Servicer or appointment of a successor
master servicer, in each case as provided herein, the Trustee shall give prompt
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register. The Trustee shall also, within 45 days
after the occurrence of any Event of Default known to the Trustee, give written
notice thereof to Certificateholders at their respective addresses appearing in
the Certificate Register, unless such Event of Default shall have been cured or
waived within said 45 day period.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.
The Trustee, prior to the occurrence of an Event of Default of which a
Responsible Officer of the Trustee shall have actual knowledge and after the
curing of all Events of Default 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 of which a Responsible Officer of the
Trustee shall have actual knowledge has occurred (which has not been cured), the
Trustee, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in its exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.
The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee, which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any certificate, statement,
instrument, report, notice or other document furnished by the Master Servicer or
the Servicers hereunder.
No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default of which a Responsible
Officer of the Trustee shall have actual knowledge and after the curing of
all such Events of Default which may have occurred, the duties and
obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not 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 and, in the absence of bad faith on the part of
the Trustee, the Trustee 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 conforming to the
requirements of this Agreement;
(ii) The Trustee shall not 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 holders of Certificates which evidence in the aggregate not
less than 25% of the Voting Interest represented by all Certificates relating
to 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;
(iii) The Trustee shall not be liable for any error of judgment made in
good faith by any of its Responsible Officers, unless it shall be proved that
the Trustee or such Responsible Officer, as the case may be, was negligent in
ascertaining the pertinent facts; and
(iv) The Trustee shall not be required to take notice or be deemed to have
notice or knowledge of any default or Event of Default unless a Responsible
Officer of the Trustee shall have received written notice or obtained actual
knowledge thereof. In absence of such notice or actual knowledge, the Trustee
may conclusively assume that there is no default or Event of Default.
None of the provisions contained in this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if there is reasonable ground for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
Section 8.02 Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 8.01:
(i) The Trustee may request and rely 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 party or parties and the manner of obtaining consents
and evidencing the authorization of the execution thereof shall be subject to
such reasonable regulations as the Trustee may prescribe;
(ii) The Trustee may consult with counsel, and any advice of such counsel
or any 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) The Trustee shall not 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;
(iv) Subject to Section 7.04, the Trustee shall not be accountable, shall
have no liability and makes no representation as to any acts or omissions
hereunder of the Master Servicer until such time as the Trustee may be
required to act as Master Servicer pursuant to Section 7.05 and thereupon
only for the acts or omissions of the Trustee as successor Master Servicer;
(v) 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 and the Trustee shall not be responsible for any misconduct or
negligence on the part of such agent or attorney appointed by any other party
to this Agreement, including without limitation, the appointment of any
custodian;
(vi) The Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by the Agreement, 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
security or indemnity satisfactory to the Trustee against the costs, expenses
and liabilities which may be incurred therein or herein (which in the case of
Certificateholders representing in the aggregate not less than 66-2/3% of the
aggregate Voting Interests will be deemed satisfied by a letter agreement
with respect to such costs from such Certificateholders);
(vii) The right of the Trustee to perform any discretionary act enumerated
in this Agreement shall not be construed as a duty, and the Trustee shall not
be answerable for other than its negligence of willful misconduct in the
performance of such act; and
(viii) The Trustee shall not be required to give any bond or surety in
respect of the execution of the Trust Estate created hereby or the powers
granted hereunder.
Section 8.03 Trustee Not Required to Make Investigation.
Prior to the occurrence of an Event of Default of which a Responsible
Officer of the Trustee shall have actual knowledge hereunder and after the
curing 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, appraisal, bond, Mortgage, Mortgage Note or other paper
or document (provided the same appears regular on its face), unless requested in
writing to do so by holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interest represented by all Certificates; 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 indemnity reasonably satisfactory to the Trustee against
such cost, expense or liability as a condition to so proceeding. The reasonable
expense of every such investigation shall be paid by the Master Servicer or, if
paid by the Trustee shall be repaid by the Master Servicer upon demand from the
Master Servicer's own funds.
Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates shall be taken as
the statements of the Depositor, and the Trustee assumes no responsibility as to
the correctness of the same. The Trustee makes no representation for the
correctness of the same. The Trustee makes no representation as to the validity
or sufficiency of this Agreement or of the Certificates or of any Mortgage Loan
or related document. Subject to Section 2.04, the Trustee shall not be
accountable for the use or application by the Depositor of any of the
Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Master Servicer in respect of the Mortgage
Loans deposited in or withdrawn from the Certificate Account by the Master
Servicer or, in its capacity as trustee, for investment of any such amounts.
Section 8.05 Trustee May Own Certificates.
The Trustee, and any agent thereof, 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 Trustee or such agent and may transact banking
and/or trust business or otherwise deal with the Depositor, the Master Servicer
or their Affiliates.
Section 8.06 The Master Servicer to Pay Fees; Limitation on Liability.
The Master Servicer covenants and agrees to pay to the Trustee from time
to time, from its own funds, and the Trustee shall be entitled to receive,
reasonable compensation (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust, but which shall not
include the initial acceptance and/or legal fee of the Trustee which shall be
paid by the Depositor) for all services rendered by it in the execution of the
trusts hereby created and in the exercise and performance of any of the powers
and duties hereunder of the Trustee.
In addition, except as otherwise agreed upon in writing by the Master
Servicer and the Trustee, the Trust shall reimburse the Trustee for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Agreement to the extent
permitted by Treasury Regulations Section 1.860G-1(b)(3), except for (i) any
such expense, disbursement or advance arising from the Trustee's gross
negligence, bad faith or willful misconduct and (ii) any routine ongoing
expenses incurred by the Trustee in the ordinary course of its duties as Trustee
hereunder or for any other expenses.
The Trustee and any director, officer, employee or agent of the Trustee
shall be entitled to indemnification by the Trust Estate and held harmless
against any loss, liability or expense (including reasonable attorney's fees)
(a) incurred in connection with any claim or legal action relating to (i) this
Agreement, (ii) the Certificates, or (iii) the performance of any of the
Trustee's duties under this Agreement, unless the loss, liability or expense was
incurred by reason of willful misfeasance, bad faith or gross negligence in the
performance of any of the Trustee's duties under this Agreement and (b)
resulting from any tax or information return which was prepared by, or should
have been prepared by, the applicable Servicer or Master Servicer.
The obligations of the Trust Estate under this Section 8.06 shall survive
the resignation and removal of the Trustee and payment of the Certificates.
Section 8.07 Eligibility Requirements.
The Trustee hereunder shall at all times (i) be a corporation or
association having its principal office in a state and city acceptable to the
Depositor, organized and doing business under the laws of such state or the
United States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, or shall
be a member of a bank holding system, the aggregate combined capital and surplus
of which is at least $50,000,000, provided that its separate capital and surplus
shall at all times be at least the amount specified in Section 310(a)(2) of the
Trust Indenture Act of 1939, (ii) be subject to supervision or examination by
federal or state authority and (iii) have a credit rating or be otherwise
acceptable to the Rating Agencies such that neither of the Rating Agencies would
reduce their respective then current ratings of the Certificates (or have
provided such security from time to time as is sufficient to avoid such
reduction) as evidenced in writing by each Rating Agency. If such corporation or
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 the combined capital and surplus of such
corporation or 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 shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.08.
Section 8.08 Resignation and Removal.
The Trustee may at any time resign and be discharged from the trust hereby
created by giving written notice of resignation to the Master Servicer, such
resignation to be effective upon the appointment of a successor trustee. Upon
receiving such notice of resignation, the Master Servicer shall promptly appoint
a successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee shall have been appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 8.07 and shall fail to resign after written request
for its resignation by the Master Servicer, or if at any time the Trustee shall
become incapable of acting, or an order for relief shall have been entered in
any bankruptcy or insolvency proceeding with respect to such entity, or a
receiver of such entity or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of the property or
affairs of the Trustee for the purpose of rehabilitation, conversion or
liquidation, or the Master Servicer shall deem it necessary in order to change
the situs of the Trust Estate for state tax reasons, then the Master Servicer
shall remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.
In addition, if (a) the Trustee fails to comply with its obligations to
deliver any assessment of servicing compliance or registered public accounting
firm attestation reports required pursuant to Section 3.11 or (b) any Servicing
Function Participant engaged by the Trustee fails to comply with its obligations
to deliver any assessment of servicing compliance or registered public
accounting firm attestation reports, the Master Servicer, may, after
consultation with the Depositor, remove the Trustee and appoint a successor
trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee.
The Holders of Certificates evidencing in the aggregate not less than 51%
of the Voting Interests represented by all Certificates (except that any
Certificate registered in the name of the Depositor, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and appoint a successor by written instrument or instruments, in triplicate,
signed by such holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete
set of which shall be delivered to the entity or entities so removed and one
complete set of which shall be delivered to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a successor
pursuant to any of the provisions of this Section shall become effective upon
acceptance of appointment by the successor as provided in Section 8.09.
Section 8.09 Successor.
Any successor trustee appointed as provided in Section 8.08 shall execute,
acknowledge and deliver to the Master Servicer and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective, and such
successor, without any further act, deed or reconveyance, 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 herein. The
predecessor trustee shall deliver to its successor all documents and statements
held by it hereunder, and the Depositor, the Master Servicer and the predecessor
entity shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties and obligations.
If the predecessor trustee has resigned, or has been removed for cause,
all costs associated with the appointment of a successor trustee shall be paid
to the Person that incurred them by the predecessor trustee. Without limiting
the predecessor trustee's obligation, if the predecessor trustee fails to pay
such costs, such costs shall be reimbursed by the Trust; provided however, that
if the predecessor trustee has been terminated without cause pursuant to Section
8.08, all reasonable expenses incurred in complying with this Section 8.09 shall
be reimbursed by the Trust to the Person that incurred them.
No successor shall accept appointment as provided in this Section unless
at the time of such acceptance such successor shall be eligible under the
provisions of Section 8.07.
Upon acceptance of appointment by a successor as provided in this Section,
the successor trustee shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register.
Section 8.10 Merger or Consolidation.
Any Person into which the Trustee may be merged or converted or with which
it may be consolidated, to which it may sell or transfer its corporate trust
business and assets as a whole or substantially as a whole or any Person
resulting from any merger, sale, transfer, conversion or consolidation to which
the Trustee shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee hereunder; provided, however, that
(i) such Person shall be eligible under the provisions of Section 8.07, 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 and (ii) the
Trustee and such successor or surviving Person shall notify the Depositor and
the Master Servicer of any such merger, conversion or consolidation at least two
Business Days prior to the effective date thereof and shall provide the
Depositor and the Master Servicer with all information required by the Depositor
to comply with its reporting obligations under Item 6.02 of Form 8-K not later
than the effective date of such merger, conversion or consolidation and the
Master Servicer shall report such event on Form 8-K within four business days of
the occurrence of such event.
Section 8.11 Authenticating Agent.
The Trustee may appoint an Authenticating Agent, which shall be authorized
to act on behalf of the Trustee in authenticating Certificates. Wherever
reference is made in this Agreement to the authentication of Certificates by the
Trustee or the Trustee's countersignature, such reference shall be deemed to
include authentication on behalf of the Trustee by the Authenticating Agent and
a certificate of authentication executed on behalf of the Trustee by the
Authenticating Agent. The Authenticating Agent must be acceptable to the
Depositor and the Master Servicer and must be a corporation organized and doing
business under the laws of the United States of America or of any state, having
a principal office and place of business in a state and city acceptable to the
Depositor and the Master Servicer, 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 into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall 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.
The Authenticating Agent may at any time resign by giving at least 30
days' advance written notice of resignation to the Trustee, the Depositor and
the Master Servicer. Except with respect to Xxxxx Fargo Bank, for so long as
Xxxxx Fargo Bank is acting as the Master Servicer, the Trustee may at any time
terminate the agency of the Authenticating Agent by giving written notice
thereof to the Authenticating Agent, the Depositor and the Master Servicer. Upon
receiving a notice of resignation or upon such a termination, or in case at any
time the Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Trustee promptly shall appoint a successor
Authenticating Agent, which shall be acceptable to the Master Servicer, and
shall give written notice of such appointment to the Depositor, 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 herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability for any
action taken by it as such at the direction of the Trustee. Any reasonable
compensation paid to the Authenticating Agent shall be payable by the Master
Servicer.
Section 8.12 Separate Trustees and Co-Trustees.
The Trustee shall have the power from time to time to appoint one or more
persons or corporations to act either as co-trustees jointly with the Trustee,
or as separate trustees, for the purpose of holding title to, foreclosing or
otherwise taking action with respect to any Mortgage Loan outside the state
where the Trustee has its principal place of business, where such separate
trustee or co-trustee is necessary or advisable (or the Trustee is advised by
the Master Servicer that such separate trustee or co-trustee is necessary or
advisable) under the laws of any state in which a Mortgaged Property is located
or for the purpose of otherwise conforming to any legal requirement, restriction
or condition in any state in which a Mortgaged Property is located or in any
state in which any portion of the Trust Estate is located. The Master Servicer
shall advise the Trustee when, in its good faith opinion, a separate trustee or
co-trustee is necessary or advisable as aforesaid. The separate trustees or
co-trustees so appointed shall be trustees for the benefit of all of the
Certificateholders and shall have such powers, rights and remedies as shall be
specified in the instrument of appointment; provided, however, that no such
appointment shall, or shall be deemed to, constitute the appointee an agent of
the Trustee. The Depositor and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the Trustee,
in respect of the receipt, custody and payment of moneys shall be exercised
solely by the Trustee;
(ii) all other 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 act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder) the Trustee shall be
incompetent or unqualified to perform such act or 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;
(iii) no separate trustee or co-trustee hereunder shall be personally
liable by reason of any act or omission of any other separate trustee or
co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or remove any
separate trustee or co-trustee so appointed by it, if such resignation or
removal does not violate the other terms of this Agreement.
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, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. 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 furnished to the Trustee.
Any separate trustee, co-trustee, or custodian 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 die, become incapable of acting, resign or be removed, 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.
No separate trustee or co-trustee hereunder shall be required to meet the
terms of eligibility as a successor trustee under Section 8.07 hereunder and no
notice to Certificateholders of the appointment thereof shall be required under
Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the extent
necessary to fulfill such entity's obligations hereunder.
The fees of any co-trustee whose appointment is necessary or advisable for
(i) conforming to any legal requirement, restriction or condition in any state
in which any Mortgaged Property or any portion of the Trust Estate is located,
will be paid by the Master Servicer, without reimbursement from the Trust and
(ii) any reason other than contemplated by clause (i), will be paid by the
Trustee, without reimbursement from the Trust. Expenses will be reimbursable to
the co-trustees to the extent, and in accordance with the standards, specified
in Section 8.06 hereof.
Section 8.13 Tax Matters; Compliance with REMIC Provisions.
(a) Each of the Trustee and the Master Servicer covenants and agrees that
it shall perform its duties hereunder in a manner consistent with the REMIC
Provisions and shall not knowingly take any action or fail to take any other
action that would (i) affect the determination of the Trust Estate's status as
three separate REMICs; or (ii) cause the imposition of any federal, state or
local income, prohibited transaction, contribution or other tax on any of the
Upper-Tier REMIC, the Middle-Tier REMIC, the Lower-Tier REMIC or the Trust
Estate. The Master Servicer, or, in the case of any action required by law to be
performed directly by the Trustee, the Trustee shall (i) prepare or cause to be
prepared, timely cause to be signed by the Trustee and file or cause to be filed
annual federal and applicable state and local income tax returns for each of the
Upper-Tier REMIC, the Middle-Tier REMIC and the Lower-Tier REMIC using a
calendar year as the taxable year and the accrual method of accounting; (ii) in
the first such federal tax return, make, or cause to be made, elections
satisfying the requirements of the REMIC Provisions, on behalf of the Trust
Estate, to treat each of the Upper-Tier REMIC, the Middle-Tier REMIC and the
Lower-Tier REMIC as a REMIC; (iii) prepare, execute and forward, or cause to be
prepared, executed and forwarded, to the Certificateholders all information
reports or tax returns required with respect to the Trust Estate, as and when
required to be provided to the Certificateholders, and to the Internal Revenue
Service and any other relevant governmental taxing authority in accordance with
the REMIC Provisions and any other applicable federal, state or local laws,
including without limitation information reports relating to "original issue
discount" and "market discount" as defined in the Code based upon the issue
prices, prepayment assumption and cash flows provided by the Depositor to the
Master Servicer and calculated on a monthly basis by using the issue prices of
the Certificates; (iv) make available information necessary for the application
of any tax imposed on transferors of residual interests to "disqualified
organizations" (as defined in the REMIC Provisions); (v) file Form 8811 and
apply for an Employee Identification Number with a Form SS-4 or any other
permissible method and respond to inquiries by Certificateholders or their
nominees concerning information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the
Upper-Tier REMIC, the Middle-Tier REMIC and the Lower-Tier REMIC, including but
not limited to the income, expenses, individual Mortgage Loans (including REO
Mortgage Loans), other assets and liabilities of each REMIC, and the fair market
value and adjusted basis of the property of each REMIC determined at such
intervals as may be required by the Code, as may be necessary to prepare the
foregoing returns or information reports; (vii) exercise reasonable care not to
allow the creation of any "interests" in any of the Upper-Tier REMIC, the
Middle-Tier REMIC or the Lower-Tier REMIC within the meaning of Code Section
860D(a)(2) other than the interests represented by the Class I-A-1, Class I-A-2,
Class I-A-IO, Class I-A-R, Class II-A-1, Class II-A-2, Class II-A-IO, Class
III-A-1, Class III-A-2, Class III-A-IO, Class IV-A-1, Class IV-A-2, Class
IV-A-IO, Class V-A-1, Class V-A-IO, Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5, Class B-6, Class B-7 and Class B-8 Certificates and the Class I-A-R
Interest, the interests in the Middle-Tier REMIC represented by the Class I-A-M1
Interest, Class I-A-MUR Interest, Class II-A-M1 Interest, Class III-A-M1
Interest, Class IV-A-M1 Interest, Class V-A-M1 Interest, Class B-M1 Interest,
Class B-M2 Interest, Class B-M3 Interest, Class B-M4 Interest, Class B-M5
Interest, Class B-M6 Interest, Class B-M7 Interest and Class B-M8 Interest and
the Class I-A-MR Interest and the interests in the Lower-Tier REMIC represented
by the Class I-L Interest, Class I-LS Interest, Class II-L Interest, Class II-LS
Interest, Class III-L Interest, Class III-LS Interest, Class IV-L Interest,
Class IV-LS Interest, Class X-X Interest, Class V-LS Interest and the Class
I-A-LR Interest; (viii) exercise reasonable care not to allow the occurrence of
any "prohibited transactions" within the meaning of Code Section 860F(a), unless
the Master Servicer shall have provided an Opinion of Counsel to the Trustee
that such occurrence would not (a) result in a taxable gain, (b) otherwise
subject any of the Upper-Tier REMIC, the Middle-Tier REMIC, the Lower-Tier REMIC
or the Trust Estate to tax or (c) cause the Trust Estate to fail to qualify as
three separate REMICs; (ix) exercise reasonable care not to allow any of the
Upper-Tier REMIC, the Middle-Tier REMIC or the Lower-Tier REMIC to receive
income from the performance of services or from assets not permitted under the
REMIC Provisions to be held by a REMIC; and (x) pay (on behalf of the Upper-Tier
REMIC, the Middle-Tier REMIC or the Lower-Tier REMIC) the amount of any federal
income tax, including, without limitation, prohibited transaction taxes, taxes
on net income from foreclosure property, and taxes on certain contributions to a
REMIC after the Startup Day, imposed on the Upper-Tier REMIC, the Middle-Tier
REMIC or the Lower-Tier REMIC, as the case may be, when and as the same shall be
due and payable (but such obligation shall not prevent the Master Servicer or
any other appropriate Person from contesting any such tax in appropriate
proceedings and shall not prevent the Master Servicer from withholding or
depositing payment of such tax, if permitted by law, pending the outcome of such
proceedings). The Master Servicer shall be entitled to be reimbursed pursuant to
Section 3.02 for any taxes paid by it pursuant to clause (x) of the preceding
sentence, except to the extent that such taxes are imposed as a result of the
bad faith, willful misfeasance or gross negligence of the Master Servicer in the
performance of its obligations hereunder.
In order to enable the Master Servicer or the Trustee, as the case may be,
to perform its duties as set forth above, the Depositor shall provide, or cause
to be provided, to the Master Servicer within ten days after the Closing Date
all information or data that the Master Servicer determines to be relevant for
tax purposes to the valuations and offering prices of the Certificates,
including, without limitation, the price, yield, prepayment assumption and
projected cash flows of each Class of Certificates and the Mortgage Loans in the
aggregate. Thereafter, the Depositor shall provide to the Master Servicer or the
Trustee, as the case may be, promptly upon request therefor, any such additional
information or data that the Master Servicer or the Trustee, as the case may be,
may from time to time request in order to enable the Master Servicer to perform
its duties as set forth above. The Depositor hereby indemnifies the Master
Servicer or the Trustee, as the case may be, for any losses, liabilities,
damages, claims or expenses of the Master Servicer or the Trustee arising from
any errors or miscalculations by the Master Servicer or the Trustee pursuant to
this Section that result from any failure of the Depositor to provide, or to
cause to be provided, accurate information or data to the Master Servicer or the
Trustee, as the case may be, on a timely basis. The Master Servicer hereby
indemnifies the Depositor and the Trustee for any losses, liabilities, damages,
claims or expenses of the Depositor or the Trustee arising from the Master
Servicer's willful misfeasance, bad faith or gross negligence in preparing any
of the federal, state and local tax returns of any REMIC as described above. In
the event that the Trustee prepares any of the federal, state and local tax
returns of any REMIC as described above, the Trustee hereby indemnifies the
Depositor and the Master Servicer for any losses, liabilities, damages, claims
or expenses of the Depositor or the Master Servicer arising from the Trustee's
willful misfeasance, bad faith or negligence in connection with such
preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each of
the Master Servicer and the Trustee shall pay from its own funds, without any
right of reimbursement therefor, the amount of any costs, liabilities and
expenses incurred by the Trust Estate (including, without limitation, any and
all federal, state or local taxes, including taxes imposed on "prohibited
transactions" within the meaning of the REMIC Provisions) if and to the extent
that such costs, liabilities and expenses arise from a failure of the Master
Servicer or the Trustee, respectively, to perform its obligations under this
Section 8.13.
The Holder of the Residual Certificate is hereby designated as the "tax
matters person" for the Upper-Tier REMIC, the Middle-Tier REMIC and the
Lower-Tier REMIC within the meaning of Treasury Regulations Section 1.860F 4(d).
The "tax matters person" shall have the same duties with respect to the
applicable REMIC as those of a "tax matters partner" under Subchapter C of
Chapter 63 of Subtitle F of the Code. By its acceptance of the Residual
Certificate, such Holder irrevocably appoints the Master Servicer (and the
Master Servicer hereby agrees to act) as agent to perform all of the duties of
the "tax matters person."
Section 8.14 Monthly Advances.
In the event that Xxxxx Fargo Bank in its capacity as Servicer fails to
make a Periodic Advance required to be made pursuant to the Xxxxx Fargo Bank
Servicing Agreement on or before the Distribution Date, the Trustee shall make a
Periodic Advance as required by Section 3.03 hereof; provided, however, the
Trustee shall not be required to make such Periodic Advances if prohibited by
law or if it determines that such Periodic Advance would be a Nonrecoverable
Advance. With respect to those Periodic Advances which should have been made by
Xxxxx Fargo Bank, the Trustee shall be entitled, pursuant to Section 3.02(a)(i),
(ii) or (v) hereof, to be reimbursed from the Certificate Account for Periodic
Advances and Nonrecoverable Advances made by it.
Section 8.15 Indemnification of the Master Servicer and Depositor by the
Trustee
The Trustee shall indemnify and hold harmless the Master Servicer and the
Depositor and any director, officer or agent thereof against any loss, liability
or expense, including reasonable attorney's fees, arising out of, in connection
with or incurred by reason of willful misfeasance, bad faith or negligence in
the performance of duties of the Trustee or by reason of reckless disregard of
its obligation to deliver any information, report, certification, accountants'
letter or other material required to comply with Regulation AB. Any payment
pursuant to this Section made by the Trustee to the Master Servicer or the
Depositor shall be from such entity's own funds, without reimbursement therefor.
The provisions of this Section 8.15 shall survive the termination of this
Agreement.
Notwithstanding anything in this Agreement to the contrary, in no event
shall the Trustee be liable for any special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits)
resulting from the Trustee's nonperformance of its duties or obligations to
deliver any information, report, certification, accountants' letter or other
material required to comply with Regulation AB, even if the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action.
Section 8.16 Trustee Errors and Omissions Policy.
The Trustee shall maintain, at all times and at its own expense, a Trustee
Errors and Omissions Policy, which policy shall have such terms and coverage
amounts as are comparable to those of errors and omissions policies maintained
by trustees generally.
The Trustee Errors and Omissions Policy shall insure the Trustee, its
successors and assigns, against any losses resulting from negligence, errors or
omissions on the part of officers, employees or other persons acting on behalf
of the Trustee in the performance of its duties as Trustee pursuant to this
Agreement.
The Trustee shall maintain in effect the Trustee Errors and Omissions
Policy at all times and the Trustee Errors and Omissions Policy may not be
canceled, permitted to lapse or otherwise terminated without thirty Business
Days' prior written notice by registered mail to the Master Servicer and the
Depositor.
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the Depositor or Liquidation
of All Mortgage Loans.
Subject to Section 9.02, the respective obligations and responsibilities
of the parties to this Agreement created hereby (other than the obligation of
the Paying Agent to make certain payments after the Final Distribution Date to
Certificateholders and the obligation of the Master Servicer to send certain
notices as hereinafter set forth and the tax reporting obligations under
Sections 4.05 and 8.13 hereof) shall terminate upon the last action required to
be taken by the Paying Agent on the Final Distribution Date pursuant to this
Article IX following the earlier of (i) the purchase by the Depositor of all
Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Estate at a price equal to the sum of (x) 100% of the
unpaid principal balance of each Mortgage Loan (other than any REO Mortgage
Loan) as of the Final Distribution Date, (y) the fair market value of the
Mortgaged Property related to any REO Mortgage Loan, plus with respect to
clauses (x) and (y) any accrued and unpaid interest through the last day of the
month preceding the month of such purchase at the applicable Mortgage Interest
Rate and (z) any Reimbursement Amount owed to the Trust pursuant to Section 2.03
and (ii) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Estate (including for
this purpose the discharge of any Mortgagor under a defaulted Mortgage Loan on
which a Servicer is not obligated to foreclose due to environmental impairment)
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan; provided, however, that 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. Xxxxx, living on the date
hereof.
The right of the Depositor to purchase all the assets of the Trust Estate
pursuant to clause (i) of the preceding paragraph is subject to Section 9.02 and
conditioned upon (A) the Pool Scheduled Principal Balance of the Mortgage Loans
as of the Final Distribution Date being less than the amount set forth in
Section 11.17 and (B) the sum of clause (i)(x) and (y) of the preceding
paragraph being less than or equal to the aggregate fair market value of the
Mortgage Loans (other than any REO Mortgage Loans) and the Mortgaged Properties
related to the REO Mortgage Loans; provided, however, that this clause (B) shall
not apply to any purchase by the Depositor if, at the time of the purchase, the
Depositor is no longer subject to regulation by the Office of the Comptroller of
the Currency, the FDIC, the Federal Reserve or the Office of Thrift Supervision.
Fair market value for purposes of this paragraph and the preceding paragraph
will be determined by the Master Servicer as of the close of business on the
third Business Day next preceding the date upon which notice of any termination
is furnished to Certificateholders pursuant to the third paragraph of this
Section 9.01. In the case of any purchase by the Depositor pursuant to said
clause (i) of the preceding paragraph, the Depositor shall give the Trustee, the
Paying Agent and Master Servicer notice of its intent to purchase the assets of
the Trust by the fifth day of the month of the Final Distribution Date or such
later date as shall be acceptable to the Trustee and Master Servicer. The
Depositor or Master Servicer shall in such case provide to the Trustee the
confirmation of deposit of the purchase price required by Section 3.04 and the
Trustee or the Custodian shall, promptly following payment of the purchase price
and upon receipt from the Master Servicer of a Request for Release, release to
the Depositor the Owner Mortgage Loan Files and Retained Mortgage Loan Files, if
applicable, 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 Paying Agent for
payment of the final distribution and cancellation, shall be given promptly by
the Paying Agent by letter to Certificateholders and the Trustee mailed not
earlier than the 15th day of the month preceding the month of such final
distribution and not later than the twentieth day of the month of such final
distribution specifying (A) the Final Distribution Date upon which final payment
of the Certificates will be made upon presentation and surrender of Certificates
at the Corporate Trust Office of the Paying Agent therein designated, (B) the
amount of any such final payment and (C) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made
(except in the case of any Class A Certificate surrendered on a prior
Distribution Date) pursuant to Section 4.01 only upon presentation and surrender
of the Certificates at the Corporate Trust Office of the Paying Agent therein
specified. If the Depositor is exercising its right to purchase, the Depositor
shall deposit in the Certificate Account on or before the Final Distribution
Date in immediately available funds an amount equal to the purchase price for
the assets of the Trust Estate computed as above provided. Failure to give
notice of termination as described herein shall not entitle a Certificateholder
to any interest beyond the interest payable on the Final Distribution Date.
Upon presentation and surrender of the Certificates, the Paying Agent
shall distribute to Certificateholders on the Final Distribution Date in
proportion to their respective Percentage Interests an amount equal to (i) as to
the Classes of Class A Certificates, the respective Principal Balance together
with any related Class A Unpaid Interest Shortfall and one month's interest in
an amount equal to the respective Interest Accrual Amount, (ii) as to the
Classes of Class B Certificates, the respective Principal Balance together with
any related Class B Unpaid Interest Shortfall and one month's interest in an
amount equal to the respective Interest Accrual Amount and (iii) as to the
Residual Certificate, the amounts, if any, which remain on deposit in the
Upper-Tier Certificate Account, the Middle-Tier Certificate Account and the
Certificate Account, respectively (other than amounts retained to meet claims),
after application pursuant to clauses (i) and (ii) above and payment to the
Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Such amount shall be distributed in respect of interest and principal
in respect of (A) the Uncertificated Middle-Tier Interests in the manner
specified in Section 4.01(a)(iii) and (B) the Uncertificated Lower-Tier
Interests in the manner specified in Section 4.01(a)(iv). Notwithstanding the
foregoing, if the price paid pursuant to clause (i) of the first paragraph of
this Section 9.01, after reimbursement to the Servicers, the Master Servicer and
the Trustee of any Periodic Advances, is insufficient to pay in full the amounts
set forth in clauses (i) and (ii) of this paragraph, then any shortfall in the
amount available for distribution to Certificateholders shall be allocated in
reduction of the amounts otherwise distributable on the Final Distribution Date
in the same manner as Realized Losses are allocated pursuant to Section 4.02(a),
(e) and (g) hereof. Such distribution on the Final Distribution Date shall be in
lieu of the distribution otherwise required to be made on such Distribution Date
in respect of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for final payment and cancellation within three months following
the Final Distribution Date, the Paying Agent shall on such date cause all
funds, if any, in the Payment Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders. The Paying Agent 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
three months after the second notice all the Certificates shall not have been
surrendered for cancellation, the Paying Agent 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 escrow account.
Section 9.02 Additional Termination Requirements.
In the event of a termination of the Trust Estate upon the exercise by the
Depositor of its purchase option as provided in Section 9.01, the Trust Estate
shall be terminated in accordance with the following additional requirements,
unless the Trustee and the Master Servicer have received an Opinion of Counsel
to the effect that any other manner of termination (i) will constitute a
"qualified liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject any of the Upper-Tier REMIC, the
Middle-Tier REMIC or the Lower-Tier REMIC to federal tax or cause the Trust
Estate to fail to qualify as three separate REMICs at any time that any
Certificates are outstanding:
(i) The notice given by the Paying Agent under Section 9.01 shall provide
that such notice constitutes the adoption of a plan of complete liquidation
of the Upper-Tier REMIC, the Middle-Tier REMIC and the Lower-Tier REMIC as of
the date of such notice (or, if earlier, the date on which the first such
notice is mailed to Certificateholders). The Master Servicer shall also
specify such date in a statement attached to the final tax returns of the
Upper-Tier REMIC, the Middle-Tier REMIC and the Lower-Tier REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trustee shall
sell all of the assets of the Trust Estate to the Depositor for cash at the
purchase price specified in Section 9.01 and the Paying Agent shall
distribute such cash within 90 days of such adoption in the manner specified
in Section 9.01.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment.
(a) This Agreement or the Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer and the Trustee without the consent
of any of the Certificateholders, (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 herein or therein or in the related Prospectus, (iii)
to modify, eliminate or add to any of its provisions to such extent as shall be
necessary to maintain the qualification of the Trust Estate as three separate
REMICs at all times that any Certificates are outstanding or to avoid or
minimize the risk of the imposition of any federal tax on the Trust Estate, the
Lower-Tier REMIC, the Middle-Tier REMIC or the Upper-Tier REMIC pursuant to the
Code that would be a claim against the Trust Estate, provided that (a) the
Trustee has 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 conform the obligations of the
parties under this Agreement, or to add obligations of the parties to this
Agreement, if necessary, to comply with the requirements of Regulation AB, (v)
to change the timing and/or nature of deposits into the Upper-Tier Certificate
Account, the Middle-Tier Certificate Account and the Certificate Account
provided that such change shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder,
(vi) to modify, eliminate or add to the provisions of Section 5.02 or any other
provisions hereof restricting transfer of the Certificates, provided that the
Depositor for purposes of Section 5.02 has determined in its sole discretion
that any such modifications to this Agreement will neither adversely affect the
rating on the Certificates nor give rise to a risk that any of the Upper-Tier
REMIC, the Middle-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders will be subject to a tax caused by a transfer to a
non-permitted transferee, (vii) to make certain provisions with respect to the
denominations of, and the manner of payments on, certain Classes of Certificates
initially retained by the Depositor or an affiliate of the Depositor and (viii)
to make any other provisions with respect to matters or questions arising under
this Agreement or such Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder. Notwithstanding the
foregoing, any amendment pursuant to clause (v) or (viii) shall not be deemed to
adversely affect in any material respect the interest of Certificateholders and
no Opinion of Counsel to that effect shall be required if the person requesting
the amendment instead 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.
This Agreement or the Custodial Agreement may also be amended from time to
time by the Depositor, the Master Servicer and the Trustee with the consent of
the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of
the aggregate Voting Interests of each Class of Certificates affected thereby,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall (i) reduce in any manner
the amount of, or delay the timing of, payments received on Mortgage Loans which
are required to be distributed on any Certificate without the consent of the
Holder of such Certificate, (ii) adversely affect in any material respect the
interest of the Holders of Certificates of any Class in a manner other than as
described in clause (i) hereof without the consent of Holders of Certificates of
such Class evidencing, as to such Class, Voting Interests aggregating not less
than 66-2/3% or (iii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding.
Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel to the effect that such amendment will not
subject any of the Upper-Tier REMIC, the Middle-Tier REMIC or the Lower-Tier
REMIC to tax or cause any of the Upper-Tier REMIC, the Middle-Tier REMIC or the
Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Certificates
are outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01(a) 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
regulations as the Trustee may prescribe.
The Trustee shall give prompt written notice to the Custodian of any
amendment or supplement to this Agreement and furnish the Custodian with written
copies thereof.
(b) Notwithstanding any contrary provision of this Agreement, if any of
the Mortgage Loans are Type 2 Mortgage Loans, as indicated on the Mortgage Loan
Schedule, the Master Servicer may, from time to time, amend Schedule I hereto
without the consent of any Certificateholder or the Trustee; provided, however,
(i) that such amendment does not conflict with any provisions of the related
Servicing Agreement, (ii) that the related Servicing Agreement provides for the
remittance of each type of Unscheduled Principal Receipts received by such
Servicer during the Applicable Unscheduled Principal Receipt Period (as so
amended) related to each Distribution Date to the Master Servicer no later than
the 24th day of the month in which such Distribution Date occurs and (iii) that
such amendment is for the purpose of changing the Applicable Unscheduled
Principal Receipt Period for Type 2 Mortgage Loans to a Mid-Month Receipt Period
with respect to all Unscheduled Principal Receipts.
Section 10.02 Recordation of Agreement.
This Agreement (or an abstract hereof, if acceptable to the applicable
recording office) is subject to recordation in all appropriate public offices
for real property records in all the towns or other comparable jurisdictions in
which any or all of the Mortgaged Properties are situated, and in any other
appropriate public office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee, but only upon
direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects 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 10.03 Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, 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, solely by virtue of its status as Certificateholder,
shall have any right by virtue or by availing of any provision 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
hereinbefore provided, and unless the Holders of Certificates evidencing not
less than 25% of the Voting Interest represented by all Certificates shall have
made written 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 cost, 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 of any provision of this Agreement to affect, disturb
or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.
Section 10.04 Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State
of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 10.05 Notices.
Unless otherwise provided in this Agreement, all demands, notices and
communications hereunder shall be in writing and shall be deemed to have been
duly given if personally delivered at or mailed by certified or registered mail,
return receipt requested or by facsimile (i) in the case of the Depositor, to
Xxxxx Fargo Asset Securities Corporation, 0000 Xxx Xxxxxxxxxx Xxx, Xxxxxxxxx,
Xxxxxxxx 00000, Attention: Vice President, Structured Finance or such other
address as may hereafter be furnished to the Master Servicer and the Trustee in
writing by the Depositor, (ii) in the case of the Master Servicer, to Xxxxx
Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000-0000,
Attention: Corporate Trust Services-WFALT 2007-PA4; facsimile: (000) 000-0000 or
such other address as may hereafter be furnished to the Depositor and the
Trustee in writing by the Master Servicer and (iii) in the case of the Trustee
or the Paying Agent, to the Corporate Trust Office, or such other address as may
hereafter be furnished to the Depositor and the Master Servicer in writing by
the Trustee or the Paying Agent. 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
mailed or transmitted within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the addressee
receives such notice; provided, however, that any demand, notice or
communication to or upon the Depositor, the Master Servicer or the Trustee shall
not be effective until received.
For all purposes of this Agreement, in the absence of actual knowledge by
an officer of the Master Servicer, the Master Servicer shall not be deemed to
have knowledge of any act or failure to act of any Servicer unless notified
thereof in writing by the Trustee, the Servicer or a Certificateholder.
Section 10.06 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 10.07 Special Notices to Rating Agencies.
(a) The Trustee shall give prompt notice to each Rating Agency of the
occurrence of any of the following events of which a Responsible Officer has
notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any assignment by the Master Servicer of its rights and delegation of
its duties pursuant to Section 6.06;
(iii) any resignation of the Master Servicer pursuant to Section 6.04;
(iv) the occurrence of any of the Events of Default described in Section
7.01;
(v) any notice of termination given to the Master Servicer pursuant to
Section 7.01; or
(vi) the appointment of any successor to the Master Servicer pursuant to
Section 7.05.
(b) The Paying Agent shall give prompt notice to each Rating Agency of any
sale or transfer of the Class B Certificates pursuant to Section 5.02 to an
affiliate of the Depositor.
(c) The Paying Agent shall give prompt notice to each Rating Agency of the
making of a final payment pursuant to Section 9.01.
(d) The Master Servicer shall give prompt notice to each Rating Agency of
the occurrence of any of the following events:
(i) the resignation of the Custodian or the appointment of a successor
Custodian pursuant to the Custodial Agreement;
(ii) the resignation or removal of the Trustee pursuant to Section 8.08;
(iii) the appointment of a successor trustee pursuant to Section 8.09; or
(iv) the sale, transfer or other disposition in a single transaction of
50% or more of the equity interests in the Master Servicer.
(e) The Master Servicer shall deliver to each Rating Agency or otherwise
make available to each Rating Agency in a format acceptable to each Rating
Agency:
(i) reports prepared pursuant to Section 3.05 and 3.11; and
(ii) the Distribution Date Statements.
Section 10.08 Covenant of Depositor.
The Depositor shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
Section 10.09 Recharacterization.
The Parties intend the conveyance by the Depositor to the Trustee of all
of its right, title and interest in and to the Trust Estate pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Depositor shall be deemed
to have granted to the Trustee a first priority security interest in all of the
Depositor's right, title and interest in and to the Trust Estate. The Depositor
shall make the initial Uniform Commercial Code filings and take actions as shall
be necessary to perfect such security interest. The Master Servicer shall take
all actions, including, without limitation, filing any Uniform Commercial Code
continuation statements, as shall be necessary to maintain the perfection of
such security interest.
Section 10.10 Regulation AB Compliance; Intent of Parties; Reasonableness.
The parties hereto acknowledge that interpretations 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
asset-backed securities markets, advice of counsel, or otherwise, and agree to
comply with requests made by the Depositor or the Master Servicer in good faith
for delivery of information under these provisions on the basis of evolving
interpretations of Regulation AB. In connection with the Trust, the parties
hereto shall cooperate fully with the Master Servicer and the Depositor to
deliver to the Master Servicer and/or the Depositor, any and all statements,
reports, certifications, records and any other information available to such
party and reasonably necessary in the good faith determination of the Depositor
or the Master Servicer to permit the Depositor or the Master Servicer to comply
with the provisions of Regulation AB, together with such disclosures reasonably
believed by the Depositor or the Master Servicer to be necessary in order to
effect such compliance.
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Cut-Off Date.
The Cut-Off Date for the Certificates is July 1, 2007.
Section 11.02 Cut-Off Date Aggregate Principal Balance.
The Cut-Off Date Aggregate Principal Balance is $571,572,575.18.
Section 11.03 Original Group Percentages.
Section 11.03(a) Original Group I-A Percentage.
The Original Group I-A Percentage is 94.24611242%.
Section 11.03(b) Original Group II-A Percentage.
The Original Group II-A Percentage is 94.24976327%.
Section 11.03(c) Original Group III-A Percentage.
The Original Group III-A Percentage is 94.24959172%.
Section 11.03(d) Original Group IV-A Percentage.
The Original Group IV-A Percentage is 94.24865068%.
Section 11.03(e) Original Group V-A Percentage.
The Original Group V-A Percentage is 94.24957724%.
Section 11.04 Original Principal Balances of the Classes of Class A
Certificates.
As to the following Classes of Class A Certificates, the Principal Balance
of such Class as of the Cut-Off Date, as follows:
Original
Class Principal Balance
Class I-A-1 $18,032,000.00
Class I-A-2 $1,172,000.00
Class I-A-R $100.00
Class II-A-1 $197,814,000.00
Class II-A-2 $12,852,000.00
Class III-A-1 $117,468,000.00
Class III-A-2 $7,632,000.00
Class IV-A-1 $34,838,000.00
Class IV-A-2 $2,263,000.00
Class V-A-1 $146,633,000.00
Section 11.05 Original Notional Amounts.
Section 11.05(a) Original Class I-A-IO Notional Amount.
The Original Class I-A-IO Notional Amount is $19,204,000.00.
Section 11.05(b) Original Class II-A-IO Notional Amount.
The Original Class II-A-IO Notional Amount is $210,666,000.00.
Section 11.05(c) Original Class III-A-IO Notional Amount.
The Original Class III-A-IO Notional Amount is $125,100,000.00.
Section 11.05(d) Original Class IV-A-IO Notional Amount.
The Original Class IV-A-IO Notional Amount is $37,101,000.00.
Section 11.05(e) Original Class V-A-IO Notional Amount.
The Original Class V-A-IO Notional Amount is $146,633,000.00.
Section 11.06 Original Aggregate Subordinate Percentage.
The Original Aggregate Subordinate Percentage is 4.98963748%.
Section 11.07 Original Class B Principal Balance.
The Original Class B Principal Balance is $32,868,475.18.
Section 11.08 Original Principal Balances of the Classes of Class B
Certificates.
As to the following Classes of Class B Certificate, the Principal Balance
of such Class as of the Cut-Off Date, is as follows:
Original
Class Principal Balance
Class B-1 $13,431,000.00
Class B-2 $4,573,000.00
Class B-3 $2,000,000.00
Class B-4 $1,429,000.00
Class B-5 $2,286,000.00
Class B-6 $4,572,000.00
Class B-7 $2,573,000.00
Class B-8 $2,004,475.18
Section 11.09 Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 3.40070116%.
Section 11.10 Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 2.60062778%.
Section 11.11 Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 2.25071596%.
Section 11.12 Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 2.00070397%.
Section 11.13 Original Class B-5 Fractional Interest.
The Original Class B-5 Fractional Interest is 1.60075476%.
Section 11.14 Original Class B-6 Fractional Interest.
The Original Class B-6 Fractional Interest is 0.80085634%.
Section 11.15 Original Class B-7 Fractional Interest.
The Original Class B-7 Fractional Interest is 0.35069478%.
Section 11.16 Closing Date.
The Closing Date is July 25, 2007.
Section 11.17 Right to Purchase.
The right of the Depositor to purchase all of the Mortgage Loans pursuant
to Section 9.01 hereof shall be conditioned upon the aggregate Scheduled
Principal Balance of the Mortgage Loans being less than $57,157,257.52 (10% of
the Cut-Off Date Aggregate Principal Balance) at the time of any such purchase.
Section 11.18 Single Certificate.
A Single Certificate for the Class I-A-1, Class II-A-1, Class III-A-1,
Class IV-A-1 and Class V-A-1 Certificates represents a $25,000 Denomination. A
Single Certificate for the Class I-A-2, Class II-A-2, Class III-A-2, Class
IV-A-2, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates
represents a $100,000 Denomination. A Single Certificate for the Class I-A-IO
Certificates represents a $19,204,000 Denomination. A Single Certificate for the
Class II-A-IO Certificates represents a $30,095,000 Denomination. A Single
Certificate for the Class III-A-IO Certificates represents a $25,020,000
Denomination. A Single Certificate for the Class IV-A-IO Certificates represents
a $9,275,000 Denomination. A Single Certificate for the Class V-A-IO
Certificates represents a $6,665,000 Denomination. A Single Certificate for the
Residual Certificate represents a $100 Denomination. A Single Certificate for
the Class B-6, Class B-7 and Class B-8 Certificates represents a $250,000
Denomination.
Section 11.19 Servicing Fee Rate.
The rate used to calculate the Servicing Fee is equal to such rate as is
set forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.
Section 11.20 Master Servicing Fee Rate.
The rate used to calculate the Master Servicing Fee for each Mortgage Loan
is 0.010% per annum.
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.
XXXXX FARGO ASSET SECURITIES
CORPORATION
as Depositor
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
XXXXX FARGO BANK, N.A.
as Master Servicer
By: /s/ Xxxxxxxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxxxxxxx Xxxxxx
Title: Assistant Vice President
HSBC BANK USA, NATIONAL ASSOCIATION
as Trustee
By: /s/ Xxxxx Xxxxx
--------------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
STATE OF MARYLAND )
ss.:
COUNTY OF XXXXXXXXX )
On this 25th day of July, 2007, before me, a notary public in and
for the State of Maryland, personally appeared Xxxxxxx X. Xxxxx, known to me
who, being by me duly sworn, did depose and say that he resides at Cooksville,
Maryland; that he is a Vice President of Xxxxx Fargo Asset Securities
Corporation, a Delaware corporation, one of the parties that executed the
foregoing instrument; and that he signed his name thereto by order of the Board
of Directors of said corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF MARYLAND )
ss.:
COUNTY OF XXXXXX )
On this 25th day of July, 2007, before me, the undersigned officer,
personally appeared Xxxxxxxxxxx Xxxxxx, and acknowledged to me to be an
Assistant Vice President of Xxxxx Fargo Bank, National Association, and that as
such officer, being duly authorized to do so pursuant to such entity's by-laws
or a resolution of its board of directors, executed and acknowledged the
foregoing instrument for the purposes therein contained, by signing the name of
such entity by himself as such officer as his free and voluntary act and deed
and the free and voluntary act and deed and the free and voluntary act and deed
of said entity.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 25th day of July, 2007, before me, a notary public in and for the
State of New York, personally appeared Xxxxx Xxxxx, known to me who, being by me
duly sworn, did depose and say that she is an Assistant 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 name
thereto by order of the Board of Directors of said association.
-------------------------
Notary Public
[NOTARIAL SEAL]
SCHEDULE I
Xxxxx Fargo Asset Securities Corporation,
Mortgage Asset-Backed Pass-Through Certificates, Series 2007-PA4
Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
Xxxxx Fargo Bank
(Type 1 Mortgage Loans) Mid-Month Mid-Month
EXHIBIT A-I-A-1
[FORM OF FACE OF CLASS I-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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., 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.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS I-A-1
evidencing an interest in a pool of adjustable
interest rate, monthly pay,
first lien, one- to four-family
residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AA4 First Distribution Date: August 27, 2007
ISIN No.: US94984UAA43 Denomination: $
Percentage Interest evidenced Final Scheduled Maturity Date: July 25,
by this Certificate: % 2037
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-A-1 Certificates with respect to a
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Group I-A Distribution Amount for the Class I-A-1
Certificates required to be distributed to Holders of the Class I-A-1
Certificates on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. Distributions in reduction of the Principal
Balance of certain Classes of Class A Certificates may not commence on the first
Distribution Date specified above. Distributions of principal will be allocated
among the Classes of Group I-A Certificates in accordance with the provisions of
the Agreement. The Class I-A-1 Pass-Through Rate with respect to each
Distribution Date prior to the Distribution Date in September 2009 will be a per
annum rate equal to the Net WAC of the Group I Mortgage Loans minus 0.66429486%.
On and after the Distribution Date in September 2009, the Class I-A-1
Pass-Through Rate will be a per annum rate equal to the Net WAC of the Group I
Mortgage Loans. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall, any Relief Act Shortfall and the interest portion of certain Realized
Losses allocated to the Class I-A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Paying Agent specified for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT A-I-A-2
[FORM OF FACE OF CLASS I-A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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., 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.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS I-A-2
evidencing an interest in a pool of adjustable
interest rate, monthly pay,
first lien, one- to four-family
residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
AFTER THE SUBORDINATION DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS I-A-1 CERTIFICATES WILL BE BORNE BY THE
CLASS I-A-2 CERTIFICATES AS DESCRIBED IN THE AGREEMENT.
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AB2 First Distribution Date: August 27, 2007
ISIN No.: US94984UAB26 Denomination: $
Percentage Interest evidenced Final Scheduled Maturity Date: July 25,
by this Certificate: % 2037
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-A-2 Certificates with respect to a
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Group I-A Distribution Amount for the Class I-A-2
Certificates required to be distributed to Holders of the Class I-A-2
Certificates on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. Distributions in reduction of the Principal
Balance of certain Classes of Class A Certificates may not commence on the first
Distribution Date specified above. Distributions of principal will be allocated
among the Classes of Group I-A Certificates in accordance with the provisions of
the Agreement. The Class I-A-2 Pass-Through Rate with respect to each
Distribution Date prior to the Distribution Date in September 2009 will be a per
annum rate equal to the Net WAC of the Group I Mortgage Loans minus 0.66429486%.
On and after the Distribution Date in September 2009, the Class I-A-2
Pass-Through Rate will be a per annum rate equal to the Net WAC of the Group I
Mortgage Loans. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall, any Relief Act Shortfall and the interest portion of certain Realized
Losses allocated to the Class I-A-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Paying Agent specified for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT A-I-A-IO
[FORM OF FACE OF CLASS I-A-IO CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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., 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.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS I-A-IO
evidencing an interest in a pool of adjustable
interest rate, monthly pay,
first lien, one- to four-family
residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
REDUCTION OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE MADE IN
THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY, THE OUTSTANDING NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AC0 First Distribution Date: August 27, 2007
ISIN No.: US94984UAC09 Denomination: $(Initial Notional Amount)
Percentage Interest evidenced Final Scheduled Maturity Date: August
by this Certificate: % 25, 2009
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-A-IO Certificates with respect to a
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Group I-A Distribution Amount for the Class I-A-IO
Certificates required to be distributed to Holders of the Class I-A-IO
Certificates on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. The Class I-A-IO Certificates are not entitled to
distributions in respect of principal. The Class I-A-IO Pass-Through Rate with
respect to each Distribution Date prior to the Distribution Date in September
2009 will be a per annum rate equal to 0.66429486%. On and after the
Distribution Date in September 2009, the Class I-A-IO Pass-Through Rate will be
zero and the Class I-A-IO Certificates will be entitled to no further
distributions of interest. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class I-A-IO Certificates,
as described in the Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency of the Paying Agent specified for that
purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT A-I-A-R
[FORM OF FACE OF CLASS I-A-R CERTIFICATE]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE "RESIDUAL
INTEREST" IN THREE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY
ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE
AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND
THE MASTER SERVICER TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE AGREEMENT AS MAY BE
REQUIRED TO FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED
ORGANIZATIONS, AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS I-A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE UPPER-TIER REMIC, MIDDLE-TIER REMIC AND LOWER-TIER
REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS PARTNER" FOR PURPOSES OF
SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE, OR, IF SO REQUESTED BY THE
MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE UPPER-TIER REMIC,
MIDDLE-TIER REMIC AND LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS I-A-R
evidencing an interest in a pool of adjustable
interest rate, monthly pay,
first lien, one- to four-family
residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AD8 First Distribution Date: August 27, 2007
ISIN No.: US94984UAD81 Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: July 25, 2037
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class I-A-R Certificate with respect to a
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Group I-A Distribution Amount for the Class I-A-R
Certificate required to be distributed to the Holder of the Class I-A-R
Certificate on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. Distributions in reduction of the Principal
Balance of certain Classes of Class A Certificates may not commence on the first
Distribution Date specified above. Distributions of principal will be allocated
among the Classes of Group I-A Certificates in accordance with the provisions of
the Agreement. The pass-through rate on the Class I-A-R Certificate with respect
to each Distribution Date will be a per annum rate equal to the Net WAC of the
Group I Mortgage Loans. The amount of interest which accrues on this Certificate
in any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall, any Relief Act Shortfall and the interest portion of certain
Realized Losses allocated to the Class I-A-R Certificate, as described in the
Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency of the Paying Agent specified for that
purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT A-II-A-1
[FORM OF FACE OF CLASS II-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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., 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.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS II-A-1
evidencing an interest in a pool of adjustable
interest rate, monthly pay,
first lien, one- to four-family
residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AE6 First Distribution Date: August 27, 2007
ISIN No.: US94984UAE64 Denomination: $
Percentage Interest evidenced Final Scheduled Maturity Date: July 25,
by this Certificate: % 2037
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class II-A-1 Certificates with respect to a
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Group II-A Distribution Amount for the Class II-A-1
Certificates required to be distributed to Holders of the Class II-A-1
Certificates on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. Distributions in reduction of the Principal
Balance of certain Classes of Class A Certificates may not commence on the first
Distribution Date specified above. Distributions of principal will be allocated
among the Classes of Group II-A Certificates in accordance with the provisions
of the Agreement. The Class II-A-1 Pass-Through Rate with respect to each
Distribution Date prior to the Distribution Date in June 2012 will be a per
annum rate equal to the Net WAC of the Group II Mortgage Loans minus
0.18786445%. On and after the Distribution Date in June 2012, the Class II-A-1
Pass-Through Rate will be a per annum rate equal to the Net WAC of the Group II
Mortgage Loans. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall, any Relief Act Shortfall and the interest portion of certain Realized
Losses allocated to the Class II-A-1 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Paying Agent specified for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT A-II-A-2
[FORM OF FACE OF CLASS II-A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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., 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.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS II-A-2
evidencing an interest in a pool of adjustable
interest rate, monthly pay,
first lien, one- to four-family
residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
AFTER THE SUBORDINATION DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS II-A-1 CERTIFICATES WILL BE BORNE BY THE
CLASS II-A-2 CERTIFICATES AS DESCRIBED IN THE AGREEMENT.
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AF3 First Distribution Date: August 27, 2007
ISIN No.: US94984UAF30 Denomination: $
Percentage Interest evidenced Final Scheduled Maturity Date: July 25,
by this Certificate: % 2037
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class II-A-2 Certificates with respect to a
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Group II-A Distribution Amount for the Class II-A-2
Certificates required to be distributed to Holders of the Class II-A-2
Certificates on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. Distributions in reduction of the Principal
Balance of certain Classes of Class A Certificates may not commence on the first
Distribution Date specified above. Distributions of principal will be allocated
among the Classes of Group II-A Certificates in accordance with the provisions
of the Agreement. The Class II-A-2 Pass-Through Rate with respect to each
Distribution Date prior to the Distribution Date in June 2012 will be a per
annum rate equal to the Net WAC of the Group II Mortgage Loans minus
0.18786445%. On and after the Distribution Date in June 2012, the Class II-A-2
Pass-Through Rate will be a per annum rate equal to the Net WAC of the Group II
Mortgage Loans. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall, any Relief Act Shortfall and the interest portion of certain Realized
Losses allocated to the Class II-A-2 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Paying Agent specified for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT A-II-A-IO
[FORM OF FACE OF CLASS II-A-IO CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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., 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.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS II-A-IO
evidencing an interest in a pool of adjustable
interest rate, monthly pay,
first lien, one- to four-family
residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
REDUCTION OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE MADE IN
THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY, THE OUTSTANDING NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AG1 First Distribution Date: August 27, 2007
ISIN No.: US94984UAG13 Denomination: $ (Initial Notional
Amount)
Percentage Interest evidenced Final Scheduled Maturity Date: May 25,
by this Certificate: % 2012
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class II-A-IO Certificates with respect to a
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Group II-A Distribution Amount for the Class II-A-IO
Certificates required to be distributed to Holders of the Class II-A-IO
Certificates on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. The Class II-A-IO Certificates are not entitled
to distributions in respect of principal. The Class II-A-IO Pass-Through Rate
with respect to each Distribution Date prior to the Distribution Date in June
2012 will be a per annum rate equal to 0.18786445%. On and after the
Distribution Date in June 2012, the Class II-A-IO Pass-Through Rate will be zero
and the Class II-A-IO Certificates will be entitled to no further distributions
of interest. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall, any Relief Act Shortfall and the interest portion of certain Realized
Losses allocated to the Class II-A-IO Certificates, as described in the
Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency of the Paying Agent specified for that
purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT A-III-A-1
[FORM OF FACE OF CLASS III-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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., 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.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS III-A-1
evidencing an interest in a pool of adjustable
interest rate, monthly pay,
first lien, one- to four-family
residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AH9 First Distribution Date: August 27, 2007
ISIN No.: US94984UAH95 Denomination: $
Percentage Interest evidenced Final Scheduled Maturity Date: July 25,
by this Certificate: % 2037
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class III-A-1 Certificates with respect to a
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Group III-A Distribution Amount for the Class III-A-1
Certificates required to be distributed to Holders of the Class III-A-1
Certificates on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. Distributions in reduction of the Principal
Balance of certain Classes of Class A Certificates may not commence on the first
Distribution Date specified above. Distributions of principal will be allocated
among the Classes of Group III-A Certificates in accordance with the provisions
of the Agreement. The Class III-A-1 Pass-Through Rate with respect to each
Distribution Date prior to the Distribution Date in June 2012 will be a per
annum rate equal to the Net WAC of the Group III Mortgage Loans minus
0.22538908%. On and after the Distribution Date in June 2012, the Class III-A-1
Pass-Through Rate will be a per annum rate equal to the Net WAC of the Group III
Mortgage Loans. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall, any Relief Act Shortfall and the interest portion of certain Realized
Losses allocated to the Class III-A-1 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Paying Agent specified for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT A-III-A-2
[FORM OF FACE OF CLASS III-A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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., 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.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS III-A-2
evidencing an interest in a pool of adjustable
interest rate, monthly pay,
first lien, one- to four-family
residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
AFTER THE SUBORDINATION DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS III-A-1 CERTIFICATES WILL BE BORNE BY THE
CLASS III-A-2 CERTIFICATES AS DESCRIBED IN THE AGREEMENT.
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AJ5 First Distribution Date: August 27, 2007
ISIN No.: US94984UAJ51 Denomination: $
Percentage Interest evidenced Final Scheduled Maturity Date: July 25,
by this Certificate: % 2037
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class III-A-2 Certificates with respect to a
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Group III-A Distribution Amount for the Class III-A-2
Certificates required to be distributed to Holders of the Class III-A-2
Certificates on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. Distributions in reduction of the Principal
Balance of certain Classes of Class A Certificates may not commence on the first
Distribution Date specified above. Distributions of principal will be allocated
among the Classes of Group III-A Certificates in accordance with the provisions
of the Agreement. The Class III-A-2 Pass-Through Rate with respect to each
Distribution Date prior to the Distribution Date in June 2012 will be a per
annum rate equal to the Net WAC of the Group III Mortgage Loans minus
0.22538908%. On and after the Distribution Date in June 2012, the Class III-A-2
Pass-Through Rate will be a per annum rate equal to the Net WAC of the Group III
Mortgage Loans. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall, any Relief Act Shortfall and the interest portion of certain Realized
Losses allocated to the Class III-A-2 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Paying Agent specified for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT A-III-A-IO
[FORM OF FACE OF CLASS III-A-IO CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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., 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.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS III-A-IO
evidencing an interest in a pool of adjustable
interest rate, monthly pay,
first lien, one- to four-family
residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
REDUCTION OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE MADE IN
THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY, THE OUTSTANDING NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AK2 First Distribution Date: August 27, 2007
ISIN No.: US94984UAK25 Denomination: $ (Initial Notional
Amount)
Percentage Interest evidenced Final Scheduled Maturity Date: May 25,
by this Certificate: % 2012
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class III-A-IO Certificates with respect to
a Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Group III-A Distribution Amount for the Class III-A-IO
Certificates required to be distributed to Holders of the Class III-A-IO
Certificates on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. The Class III-A-IO Certificates are not entitled
to distributions in respect of principal. The Class III-A-IO Pass-Through Rate
with respect to each Distribution Date prior to the Distribution Date in June
2012 will be a per annum rate equal to 0.22538908%. On and after the
Distribution Date in June 2012, the Class III-A-IO Pass-Through Rate will be
zero and the Class III-A-IO Certificates will be entitled to no further
distributions of interest. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class III-A-IO Certificates,
as described in the Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency of the Paying Agent specified for that
purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT A-IV-A-1
[FORM OF FACE OF CLASS IV-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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., 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.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS IV-A-1
evidencing an interest in a pool of adjustable
interest rate, monthly pay,
first lien, one- to four-family
residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AL0 First Distribution Date: August 27, 2007
ISIN No.: US94984UAL08 Denomination: $
Percentage Interest evidenced Final Scheduled Maturity Date: July 25,
by this Certificate: % 2037
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class IV-A-1 Certificates with respect to a
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Group IV-A Distribution Amount for the Class IV-A-1
Certificates required to be distributed to Holders of the Class IV-A-1
Certificates on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. Distributions in reduction of the Principal
Balance of certain Classes of Class A Certificates may not commence on the first
Distribution Date specified above. Distributions of principal will be allocated
among the Classes of Group IV-A Certificates in accordance with the provisions
of the Agreement. The Class IV-A-1 Pass-Through Rate with respect to each
Distribution Date prior to the Distribution Date in June 2014 will be a per
annum rate equal to the Net WAC of the Group IV Mortgage Loans minus
0.47430468%. On and after the Distribution Date in June 2014, the Class IV-A-1
Pass-Through Rate will be a per annum rate equal to the Net WAC of the Group IV
Mortgage Loans. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall, any Relief Act Shortfall and the interest portion of certain Realized
Losses allocated to the Class IV-A-1 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Paying Agent specified for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT A-IV-A-2
[FORM OF FACE OF CLASS IV-A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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., 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.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS IV-A-2
evidencing an interest in a pool of adjustable
interest rate, monthly pay,
first lien, one- to four-family
residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
AFTER THE SUBORDINATION DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS IV-A-1 CERTIFICATES WILL BE BORNE BY THE
CLASS IV-A-2 CERTIFICATES AS DESCRIBED IN THE AGREEMENT.
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AM8 First Distribution Date: August 27, 2007
ISIN No.: US94984UAM80 Denomination: $
Percentage Interest evidenced Final Scheduled Maturity Date: July 25,
by this Certificate: % 2037
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class IV-A-2 Certificates with respect to a
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Group IV-A Distribution Amount for the Class IV-A-2
Certificates required to be distributed to Holders of the Class IV-A-2
Certificates on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. Distributions in reduction of the Principal
Balance of certain Classes of Class A Certificates may not commence on the first
Distribution Date specified above. Distributions of principal will be allocated
among the Classes of Group IV-A Certificates in accordance with the provisions
of the Agreement. The Class IV-A-2 Pass-Through Rate with respect to each
Distribution Date prior to the Distribution Date in June 2014 will be a per
annum rate equal to the Net WAC of the Group IV Mortgage Loans minus
0.47430468%. On and after the Distribution Date in June 2014, the Class IV-A-2
Pass-Through Rate will be a per annum rate equal to the Net WAC of the Group IV
Mortgage Loans. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall, any Relief Act Shortfall and the interest portion of certain Realized
Losses allocated to the Class IV-A-2 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Paying Agent specified for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT A-IV-A-IO
[FORM OF FACE OF CLASS IV-A-IO CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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., 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.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS IV-A-IO
evidencing an interest in a pool of adjustable
interest rate, monthly pay,
first lien, one- to four-family
residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
REDUCTION OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE MADE IN
THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY, THE OUTSTANDING NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AN6 First Distribution Date: August 27, 2007
ISIN No.: US94984UAN63 Denomination: $ (Initial Notional
Amount)
Percentage Interest evidenced Final Scheduled Maturity Date: May 25,
by this Certificate: % 2014
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class IV-A-IO Certificates with respect to a
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Group IV-A Distribution Amount for the Class IV-A-IO
Certificates required to be distributed to Holders of the Class IV-A-IO
Certificates on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. The Class IV-A-IO Certificates are not entitled
to distributions in respect of principal. The Class IV-A-IO Pass-Through Rate
with respect to each Distribution Date prior to the Distribution Date in June
2014 will be a per annum rate equal to 0.47430468%. On and after the
Distribution Date in June 2014, the Class IV-A-IO Pass-Through Rate will be zero
and the Class IV-A-IO Certificates will be entitled to no further distributions
of interest. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall, any Relief Act Shortfall and the interest portion of certain Realized
Losses allocated to the Class IV-A-IO Certificates, as described in the
Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency of the Paying Agent specified for that
purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT A-V-A-1
[FORM OF FACE OF CLASS V-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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., 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.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS V-A-1
evidencing an interest in a pool of adjustable
interest rate, monthly pay,
first lien, one- to four-family
residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AP1 First Distribution Date: August 27, 2007
ISIN No.: US94984UAP12 Denomination: $
Percentage Interest evidenced Final Scheduled Maturity Date: July 25,
by this Certificate: % 2037
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class V-A-1 Certificates with respect to a
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Group V-A Distribution Amount for the Class V-A-1
Certificates required to be distributed to Holders of the Class V-A-1
Certificates on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. Distributions in reduction of the Principal
Balance of certain Classes of Class A Certificates may not commence on the first
Distribution Date specified above. Distributions of principal will be allocated
among the Classes of Group V-A Certificates in accordance with the provisions of
the Agreement. The Class V-A-1 Pass-Through Rate with respect to each
Distribution Date prior to the Distribution Date in June 2017 will be a per
annum rate equal to the Net WAC of the Group V Mortgage Loans minus 0.52119129%.
On and after the Distribution Date in June 2017, the Class V-A-1 Pass-Through
Rate will be a per annum rate equal to the Net WAC of the Group V Mortgage
Loans. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall, any Relief Act Shortfall and the interest portion of certain Realized
Losses allocated to the Class V-A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Paying Agent specified for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT A-V-A-IO
[FORM OF FACE OF CLASS V-A-IO CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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., 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.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS V-A-IO
evidencing an interest in a pool of adjustable
interest rate, monthly pay,
first lien, one- to four-family
residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
REDUCTION OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE MADE IN
THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY, THE OUTSTANDING NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AQ9 First Distribution Date: August 27, 2007
ISIN No.: US94984UAQ94 Denomination: $ (Initial Notional
Amount)
Percentage Interest evidenced Final Scheduled Maturity Date: May 25,
by this Certificate: % 2017
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class V-A-IO Certificates with respect to a
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Group V-A Distribution Amount for the Class V-A-IO
Certificates required to be distributed to Holders of the Class V-A-IO
Certificates on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. The Class V-A-IO Certificates are not entitled to
distributions in respect of principal. The Class V-A-IO Pass-Through Rate with
respect to each Distribution Date prior to the Distribution Date in June 2017
will be a per annum rate equal to 0.52119129%. On and after the Distribution
Date in June 2017, the Class V-A-IO Pass-Through Rate will be zero and the Class
V-A-IO Certificates will be entitled to no further distributions of interest.
The amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall, any
Relief Act Shortfall and the interest portion of certain Realized Losses
allocated to the Class V-A-IO Certificates, as described in the Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency of the Paying Agent specified for that
purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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., 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.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS B-1
evidencing an interest in a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AR7 First Distribution Date: August 27, 2007
ISIN No.: US94984UAR77 Denomination: $
Percentage Interest evidenced Final Scheduled Maturity Date: July 25,
by this Certificate: % 2037
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-1 Certificates with respect to a
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and, subject to the prior rights of the Class A Certificates as
specified in the Agreement, any Class B-1 Distribution Amount required to be
distributed to Holders of the Class B-1 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class B-1 Certificates with respect to each
Distribution Date will be a per annum rate equal to the weighted average (based
on the Group Subordinate Amount of each Loan Group) of the Net WACs of the Loan
Groups. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and any Relief Act Shortfall allocated to the Class B-1 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Paying Agent specified for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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., 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.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS B-2
evidencing an interest in a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AS5 First Distribution Date: August 27, 2007
ISIN No.: US94984UAS50 Denomination: $
Percentage Interest evidenced Final Scheduled Maturity Date: July 25,
by this Certificate: % 2037
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-2 Certificates with respect to a
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and, subject to the prior rights of the Class A Certificates and
each Class of Class B Certificates bearing a lower numerical designation as
specified in the Agreement, any Class B-2 Distribution Amount required to be
distributed to Holders of the Class B-2 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class B-2 Certificates with respect to each
Distribution Date will be a per annum rate equal to the weighted average (based
on the Group Subordinate Amount of each Loan Group) of the Net WACs of the Loan
Groups. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and any Relief Act Shortfall allocated to the Class B-2 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Paying Agent specified for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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., 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.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS B-3
evidencing an interest in a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AT3 First Distribution Date: August 27, 2007
ISIN No.: US94984UAT34 Denomination: $
Percentage Interest evidenced Final Scheduled Maturity Date: July 25,
by this Certificate: % 2037
THIS CERTIFIES THAT _______________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class B-3 Certificates with respect
to a Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and, subject to the prior rights of the Class A Certificates and
each Class of Class B Certificates bearing a lower numerical designation as
specified in the Agreement, any Class B-3 Distribution Amount required to be
distributed to Holders of the Class B-3 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class B-3 Certificates with respect to each
Distribution Date will be a per annum rate equal to the weighted average (based
on the Group Subordinate Amount of each Loan Group) of the Net WACs of the Loan
Groups. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and any Relief Act Shortfall allocated to the Class B-3 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Paying Agent specified for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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., 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.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS B-4
evidencing an interest in a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AU0 First Distribution Date: August 27, 2007
ISIN No.: US94984UAU07 Denomination: $
Percentage Interest evidenced Final Scheduled Maturity Date: July 25,
by this Certificate: % 2037
THIS CERTIFIES THAT _______________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class B-4 Certificates with respect
to a Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and, subject to the prior rights of the Class A Certificates and
each Class of Class B Certificates bearing a lower numerical designation as
specified in the Agreement, any Class B-4 Distribution Amount required to be
distributed to Holders of the Class B-4 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class B-4 Certificates with respect to each
Distribution Date will be a per annum rate equal to the weighted average (based
on the Group Subordinate Amount of each Loan Group) of the Net WACs of the Loan
Groups. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and any Relief Act Shortfall allocated to the Class B-4 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Paying Agent specified for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE AGREEMENT
REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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., 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.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS B-5
evidencing an interest in a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AV8 First Distribution Date: August 27, 2007
ISIN No.: US94984UAV89 Denomination: $
Percentage Interest evidenced Final Scheduled Maturity Date: July 25,
by this Certificate: % 2037
THIS CERTIFIES THAT _______________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class B-5 Certificates with respect
to a Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and, subject to the prior rights of the Class A Certificates and
each Class of Class B Certificates bearing a lower numerical designation as
specified in the Agreement, any Class B-5 Distribution Amount required to be
distributed to Holders of the Class B-5 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class B-5 Certificates with respect to each
Distribution Date will be a per annum rate equal to the weighted average (based
on the Group Subordinate Amount of each Loan Group) of the Net WACs of the Loan
Groups. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and any Relief Act Shortfall allocated to the Class B-5 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Paying Agent specified for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE AGREEMENT REFERRED TO HEREIN, THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON THAT HAS NOT
DELIVERED A REPRESENTATION LETTER STATING EITHER (A) THAT THE TRANSFEREE IS NOT
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I 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 A
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON
BEHALF OF OR INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS
SET FORTH IN THE AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS B-6
evidencing an interest in a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AW6 First Distribution Date: August 27, 2007
ISIN No.: US94984UAW62 Denomination: $
Percentage Interest evidenced Final Scheduled Maturity Date: July 25,
by this Certificate: % 2037
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-6 Certificates with respect to a
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and, subject to the prior rights of the Class A Certificates and
each Class of Class B Certificates bearing a lower numerical designation as
specified in the Agreement, any Class B-6 Distribution Amount required to be
distributed to Holders of the Class B-6 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class B-6 Certificates with respect to each
Distribution Date will be a per annum rate equal to the weighted average (based
on the Group Subordinate Amount of each Loan Group) of the Net WACs of the Loan
Groups. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and any Relief Act Shortfall allocated to the Class B-6 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Paying Agent specified for that purpose in the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Depositor
or any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Master Servicer or the Depositor may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Master Servicer and the Depositor that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Depositor, the Master Servicer, and any Paying
Agent 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. In connection with
any such transfer, the Master Servicer will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Master Servicer and the Depositor with respect to
certain matters and (b) such other documentation as the Depositor or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT B-7
[FORM OF FACE OF CLASS B-7 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES, THE CLASS B-5 CERTIFICATES AND THE
CLASS B-6 CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE AGREEMENT REFERRED TO HEREIN, THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON THAT HAS NOT
DELIVERED A REPRESENTATION LETTER STATING EITHER (A) THAT THE TRANSFEREE IS NOT
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I 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 A
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON
BEHALF OF OR INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS
SET FORTH IN THE AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS B-7
evidencing an interest in a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AX4 First Distribution Date: August 27, 2007
ISIN No.: US94984UAX46 Denomination: $
Percentage Interest evidenced Final Scheduled Maturity Date: July 25,
by this Certificate: % 2037
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-7 Certificates with respect to a
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and, subject to the prior rights of the Class A Certificates and
each Class of Class B Certificates bearing a lower numerical designation as
specified in the Agreement, any Class B-7 Distribution Amount required to be
distributed to Holders of the Class B-7 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class B-7 Certificates with respect to each
Distribution Date will be a per annum rate equal to the weighted average (based
on the Group Subordinate Amount of each Loan Group) of the Net WACs of the Loan
Groups. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and any Relief Act Shortfall allocated to the Class B-7 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Paying Agent specified for that purpose in the notice of final distribution.
No transfer of a Class B-7 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Depositor
or any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Master Servicer or the Depositor may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Master Servicer and the Depositor that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Depositor, the Master Servicer, and any Paying
Agent 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. In connection with
any such transfer, the Master Servicer will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Master Servicer and the Depositor with respect to
certain matters and (b) such other documentation as the Depositor or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT B-8
[FORM OF FACE OF CLASS B-8 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES, THE CLASS B-5 CERTIFICATES, THE
CLASS B-6 CERTIFICATES AND THE CLASS B-7 CERTIFICATES AS DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE AGREEMENT REFERRED TO HEREIN, THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON THAT HAS NOT
DELIVERED A REPRESENTATION LETTER STATING EITHER (A) THAT THE TRANSFEREE IS NOT
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I 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 A
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON
BEHALF OF OR INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS
SET FORTH IN THE AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2007-PA4, CLASS B-8
evidencing an interest in a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Depositor)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, THE MASTER SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2007
CUSIP No.: 94984U AY2 First Distribution Date: August 27, 2007
ISIN No.: US94984UAY29 Denomination: $
Percentage Interest evidenced Final Scheduled Maturity Date: July 25,
by this Certificate: % 2037
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-8 Certificates with respect to a
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,
first lien, one- to four-family residential mortgage loans consisting of five
loan groups (the "Group I Mortgage Loans," "Group II Mortgage Loans," "Group III
Mortgage Loans," "Group IV Mortgage Loans" and "Group V Mortgage Loans,"
respectively), formed by Xxxxx Fargo Asset Securities Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of July 25, 2007 (the "Agreement") among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms 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 the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "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, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and, subject to the prior rights of the Class A Certificates and
each Class of Class B Certificates bearing a lower numerical designation as
specified in the Agreement, any Class B-8 Distribution Amount required to be
distributed to Holders of the Class B-8 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class B-8 Certificates with respect to each
Distribution Date will be a per annum rate equal to the weighted average (based
on the Group Subordinate Amount of each Loan Group) of the Net WACs of the Loan
Groups. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and any Relief Act Shortfall allocated to the Class B-8 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made by the Paying Agent
by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Paying Agent specified for that purpose in the notice of final distribution.
No transfer of a Class B-8 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Depositor
or any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Master Servicer or the Depositor may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Master Servicer and the Depositor that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Depositor, the Master Servicer, and any Paying
Agent 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. In connection with
any such transfer, the Master Servicer will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Master Servicer and the Depositor with respect to
certain matters and (b) such other documentation as the Depositor or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Authenticating Agent, 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 Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
Xxxxx Fargo Bank, N.A.,
Paying Agent
By
---------------------------------------
Authorized Officer
Countersigned:
Xxxxx Fargo Bank, N.A.,
Authenticating Agent
By
-------------------------------------
Authorized Officer
EXHIBIT C
[Form of Reverse of Series 2007-PA4 Certificates]
XXXXX FARGO ASSET SECURITIES CORPORATION
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2007-PA4
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trustee, such advances are reimbursable to such Servicer, the Master
Servicer or the Trustee to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trustee, as applicable, of advances made by such
Servicer, the Master Servicer or the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Voting 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 exchange hereof or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain 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 office or agency maintained by the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Certificate Registrar, duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest will be issued to
the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and Denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Master Servicer, the Trustee, the Paying Agent
and the Certificate Registrar, and any agent of the Depositor, the Master
Servicer, the Trustee, the Paying Agent or the Certificate Registrar, may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Depositor, the Master Servicer, the Trustee, the
Certificate Registrar nor any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Paying Agent on the Final Distribution Date
pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Depositor
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event 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. Xxxxx, living on the date of the
Agreement. The Agreement permits, but does not require, the Depositor to
purchase all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan at a price determined as provided in the Agreement. The
exercise of such option will effect early retirement of the Certificates, the
Depositor's right to exercise such option being subject to the Pool Scheduled
Principal Balance of the Mortgage Loans as of the Distribution Date upon which
the proceeds of such repurchase are distributed being less than ten percent of
the Cut-Off Date Aggregate Principal Balance.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
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--------------------------------------------------------------------------------
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(Please print or typewrite name and address including postal zip code of
assignee)
the beneficial interest evidenced by the within Mortgage Asset-Backed
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like Denomination or Percentage Interest and Class, to the
above named assignee and deliver such Certificate to the following address:
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Social Security or other Identifying Number of Assignee:
Dated:
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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
RESERVED
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time
to time, the "Agreement"), dated as of July 25, 2007, by and among HSBC BANK
USA, NATIONAL ASSOCIATION, not individually, but solely as Trustee (including
its successors under the Pooling and Servicing Agreement defined below, the
"Trustee"), XXXXX FARGO ASSET SECURITIES CORPORATION (together with any
successor in interest, the "Depositor"), XXXXX FARGO BANK, N.A. (together with
any successor in interest or successor under the Pooling and Servicing Agreement
referred to below, the "Master Servicer") and XXXXX FARGO BANK, N.A. (together
with any successor in interest or any successor appointed hereunder, the
"Custodian").
W I T N E S S E T H T H A T
WHEREAS, the Depositor, the Master Servicer, and the Trustee,
have entered into a Pooling and Servicing Agreement dated as of July 25, 2007
relating to the issuance of Mortgage Asset-Backed Pass-Through Certificates,
Series 2007-PA4 (as amended and supplemented from time to time, 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 under the Pooling and Servicing
Agreement, all 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
Master Servicer 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
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Custodial
Files. Subject to Section 2.3 hereof, the Custodian, as the duly appointed agent
of the Trustee for these purposes, declares that it holds and will hold the
documents delivered to it pursuant to Section 2.01 of the Pooling and Servicing
Agreement and any other documents constituting part of the Owner Mortgage Loan
File or Retained Mortgage Loan File received on or subsequent to the date hereof
(the "Custodial Files") as agent for the Trustee, in trust, for the use and
benefit of all present and future Certificateholders. The Depositor shall give
written notice to the Custodian within 10 business days of the occurrence of a
Document Transfer Event.
Section 2.2. Recordation of Assignments. Unless an assignment of
a Mortgage is not required to be recorded in accordance with Section 2.01 of the
Pooling and Servicing Agreement, if any Custodial File includes one or more
assignments to the Trustee of Mortgage Notes that have not been recorded, 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 and, upon receipt thereof from such public office, shall return
each such assignment to the Custodian.
Section 2.3. Review of Custodial Files. The Custodian agrees, for
the benefit of Certificateholders, to review, in accordance with the provisions
of Section 2.02 of the Pooling and Servicing Agreement, each Custodial File and
to provide the initial and final certifications in the forms of Exhibits N and O
to the Pooling and Servicing Agreement in accordance with the provisions
thereof. If in performing the review required by this Section 2.3 the Custodian
finds any document or documents constituting a part of a Custodial File to be
missing or defective, the Custodian shall follow the procedures specified in the
Pooling and Servicing Agreement.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Depositor or the Master Servicer as set forth in the
Pooling and Servicing Agreement, the Custodian shall follow the procedures
specified in the Pooling and Servicing Agreement.
Section 2.5. Custodian to Cooperate; Release of Custodial Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Master
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer or applicable Servicer shall
immediately deliver to the Custodian two copies of a Request for Release or such
request in an electronic format acceptable to the Custodian and shall request
delivery to it of the Custodial File. The Custodian agrees, within five business
days of receipt of such Request for Release, to release the related Custodial
File to the Master Servicer or applicable Servicer.
From time to time as is appropriate for the servicing or
foreclosure of any Mortgage Loan, the Master Servicer or applicable Servicer
shall deliver to the Custodian two copies of a Request for Release of a
Servicing Officer requesting that possession of the Custodial File be released
to the Servicer or Master Servicer and certifying as to the reason for such
release. Upon receipt of the foregoing, the Custodian shall deliver the
Custodial File to the Master Servicer or applicable Servicer. The Master
Servicer or applicable Servicer shall cause each Custodial File therein so
released to be returned to the Custodian when the need therefor by the Master
Servicer or applicable Servicer no longer exists, unless (i) the Mortgage Loan
has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan
have been deposited in the Certificate Account to the extent required by the
Pooling and Servicing Agreement or (ii) the Custodial File or such document has
been delivered to an attorney, or to a public trustee or other public official
as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially. In the event of the liquidation of a Mortgage Loan, the Master
Servicer or applicable Servicer shall deliver two copies of a Request for
Release with respect thereto to the Custodian upon deposit of the related
Liquidation Proceeds in the Certificate Account to the extent required by the
Pooling and Servicing Agreement.
The Custodian shall maintain records (i) identifying all requests
made by Servicers or the Master Servicer (other than requests relating to
Custodial Files already released by the Custodian) for the release by the
Custodian of Custodial Files with respect to the Mortgage Loans and (ii) all
Custodial Files released by the Custodian.
Section 2.6. Assumption Agreements. In the event that any
assumption agreement or substitution of liability agreement is entered into with
respect to any Mortgage Loan subject to this Agreement in accordance with the
terms and provisions of the Pooling and Servicing Agreement, the Master Servicer
shall notify the Custodian that such assumption or substitution agreement has
been completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Custodial File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trustee, holds such documents for the
benefit of Certificateholders and undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement and in the Pooling
and Servicing Agreement. All provisions of the Pooling and Servicing Agreement
setting forth duties of the Custodian in more detail are hereby incorporated by
reference into this Agreement. Except upon compliance with the provisions of
Section 2.5 of this Agreement and the provisions of the Pooling and Servicing
Agreement, no Mortgage Note or other document constituting a part of a Custodial
File shall be delivered by the Custodian to the Depositor or the Master Servicer
or otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Depositor hereby agrees to
indemnify and hold the Custodian harmless from and against all claims,
liabilities, losses, actions, suits or proceedings at law or in equity, or any
other expenses, fees or charges of any character or nature, which the Custodian
may incur or with which the Custodian may be threatened by reasons of its acting
as custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Depositor, and the cost of defending any
action, suit or proceedings or resisting any claim. Notwithstanding the
foregoing, it is specifically understood and agreed that in the event any such
claim, liability, loss, action, suit or proceeding or other expense, fees, or
charge shall have been caused by reason of any negligent act, negligent failure
to act, or willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the indemnification
provisions of this Agreement shall not apply.
Section 3.3. 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 3.4. Master Servicer to Pay Custodian's Fees and
Expenses. The Master Servicer covenants and agrees to pay to the Custodian from
time to time, and the Custodian shall be entitled to, reasonable compensation
for all services rendered by it in the exercise and performance of any of the
powers and duties hereunder of the Custodian, and the Master Servicer will pay
or reimburse the Custodian upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Custodian in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ), except any such expense, disbursement or advance as
may arise from its negligence or bad faith. The Master Servicer's obligations
regarding payments due to the Custodian pursuant to this Section 3.4 shall
survive the termination of this Agreement with respect to any fees and expenses
due hereunder.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian.
The Custodian, upon 30 days written notice to the Depositor, the Master Servicer
and the Trustee, may resign from the obligations and duties hereby imposed upon
it as such obligations and duties relate to its acting as Custodian of the
Mortgage Loans. Upon receiving such notice of resignation, the Trustee shall
either take custody of the Custodial Files itself and give prompt notice thereof
to the Depositor, the Master Servicer and the Custodian or promptly appoint a
successor Custodian by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Custodian and one copy to the
successor Custodian. If the Trustee shall not have taken custody of the
Custodial Files and no successor Custodian shall have been so appointed and have
accepted resignation, the resigning Custodian may petition any court of
competent jurisdiction for the appointment of a successor Custodian.
The Trustee, upon 60 days written notice to the Depositor, the
Master Servicer and the Custodian, may remove the Custodian. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Depositor and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall have been
appointed and accepted appointment by the Trustee without the prior approval of
the Depositor and the Master Servicer.
Section 3.6. 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.
The Custodian and such successor or surviving Person shall notify
the Depositor, the Master Servicer and the Trustee of any such merger,
conversion or consolidation at least two Business Days prior to the effective
date thereof and shall provide the Depositor and the Master Servicer with all
information required by the Depositor to comply with its reporting obligations
not later than the effective date of such merger, conversion or consolidation
(unless giving prior notice would be prohibited by applicable law or by a
confidentiality agreement, in which case notice shall be given by 12 noon
eastern time one Business Day after such merger or consolidation).
Section 3.7. 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 $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodial File.
Section 3.8. Limitations on the Responsibilities of the
Custodian.
(a) Neither the Custodian nor any of its Affiliates, directors,
officers, agents, counsel, attorneys-in-fact, and employees shall be liable for
any action or omission to act hereunder except for its own or such person's
gross negligence or willful misconduct. Notwithstanding the foregoing sentence,
in no event shall the Custodian or its Affiliates, directors, officers, agents,
counsel, attorneys-in-fact, and employees be held liable for any special,
indirect, punitive or consequential damages resulting from any action taken or
omitted to be taken by it or them hereunder or in connection herewith even if
advised of the possibility of such damages. The provisions of this Section 3.8
shall survive the resignation or removal of the Custodian and the termination of
this Agreement.
(b) The Custodian shall not be responsible for preparing or
filing any reports or returns relating to federal, state or local income taxes
with respect to this Agreement, other than for the Custodian's compensation or
for reimbursement of expenses.
(c) The Custodian shall not be responsible or liable for, and
makes no representation or warranty with respect to, the validity, adequacy or
perfection of any lien upon or security interest in any Mortgage File.
(d) The Custodian shall not be responsible for delays or failures
in performance resulting from acts beyond its control. Such acts shall include,
but not be limited to, acts of God, strikes, lockouts, riots, acts of war or
terrorism, epidemics, nationalization, expropriation, currency restrictions,
governmental regulations superimposed after the fact, fire, communication line
failures, computer viruses, power failures, earthquakes or other disasters.
(e) The duties and obligations of the Custodian shall only be
such as are expressly set forth in this Agreement and the Pooling and Servicing
Agreement or as set forth in a written amendment to this Agreement or the
Pooling and Servicing Agreement executed by the parties hereto or their
successors and assigns. In the event that any provision of this Agreement
implies or requires that action or forbearance be taken by a party, but is
silent as to which party has the duty to act or refrain from acting, the parties
agree that the Custodian shall not be the party required to take the action or
refrain from acting. In no event shall the Custodian have any responsibility to
ascertain or take action except as expressly provided herein.
(f) Nothing in this Agreement shall be deemed to impose on the
Custodian any duty to qualify to do business in any jurisdiction, other than (i)
any jurisdiction where any Mortgage File is or may be held by the Custodian from
time to time hereunder, and (ii) any jurisdiction where its ownership of
property or conduct of business requires such qualification and where failure to
qualify could have a material adverse effect on the Custodian or its property or
business or on the ability of the Custodian to perform it duties hereunder.
(g) The Custodian shall have no duty to ascertain whether or not
any cash amount or payment has been received by the Trustee, the Depositor, the
Master Servicer, or any third person.
ARTICLE IV
Documents and Notices Required to be Delivered by Custodian
Section 4.1 Assessment of Servicing Compliance; Registered Public
Accounting Firm Attestation Reports; Exchange Act Reporting. (a) The Custodian
shall furnish, or cause to be furnished in the case of clause (iii), to the
Master Servicer, no later than March 5 of each year or if such day is not a
Business Day, the next Business Day (with a 10 calendar day cure period, but in
no event later than March 15), commencing in March 2008, the following:
(i) a report (in form and substance reasonably satisfactory to the
Master Servicer and the Depositor) regarding the Custodian's assessment of
compliance with the Servicing Criteria applicable to it during the
immediately preceding calendar year, as required under Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report
shall be addressed to the Master Servicer and signed by an authorized
officer of the Custodian, and shall address, at a minimum, each of the
Servicing Criteria applicable to the Custodian, as specified in the table
in Exhibit R to the Pooling and Servicing Agreement;
(ii) a report of a registered public accounting firm reasonably
acceptable to the Master Servicer and the Depositor that attests to, and
reports on, the assessment of compliance made by the Custodian and
delivered pursuant to the preceding paragraph. Such attestation shall be in
accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
Securities Act and the Exchange Act. If requested by the Master Servicer or
the Depositor, such report shall contain or be accompanied by a consent of
such accounting firm to inclusion or incorporation of such report in the
Depositor's Registration Statement on Form S-3 relating to the Certificates
and the Trust's Form 10-K; and
(iii) an assessment of compliance and accountants' attestation as
described in paragraphs (i) and (ii) of this Section 4.1(a) with respect to
each Subcontractor determined by the Custodian pursuant to Section 4.2 to
be "participating in the servicing function" within the meaning of Item
1122 of Regulation AB.
An assessment of compliance provided by a Subcontractor pursuant
to Section 4.1(a)(iii) need not address any elements of the Servicing Criteria
applicable to it other than those specified by the Custodian pursuant to Section
4.2.
No later than 30 days following the end of each fiscal year for
the Trust for which a Form 10-K is required to be filed, the Custodian shall
forward to the Master Servicer the name of each Subcontractor engaged by it and
what Relevant Servicing Criteria will be addressed in the report on assessment
of compliance prepared by such Subcontractor. When the Custodian submits its
assessment to the Master Servicer, it will also at such time include the
assessment (and attestation pursuant to Section 4.1(a)(ii) hereof) of each
Subcontractor engaged by it.
(b) Within five (5) calendar days after a Distribution Date, the
Custodian shall provide to the Master Servicer, to the extent known, in
XXXXX-compatible format, or in such other form as otherwise agreed upon by the
Master Servicer and the Custodian, the form and substance of any Additional Form
10-D Disclosure applicable to the Custodian, as indicated in the table in
Exhibit S to the Pooling and Servicing Agreement. The Custodian acknowledges
that the performance by the Master Servicer of its duties under Section 3.12(a)
of the Pooling and Servicing Agreement relating to the timely preparation and
filing of Form 10-D is contingent upon the Custodian strictly observing all
applicable deadlines in the performance of its duties under this Section 4.1(b).
(c) No later than March 5 (with a 10 calendar day cure period,
but in no event later than March 15) of each year that the Trust is subject to
the Exchange Act reporting requirements, commencing in March 2008, the Custodian
shall provide to the Master Servicer, to the extent known, in XXXXX-compatible
format, or in such other form as otherwise agreed upon by the Master Servicer
and the Custodian, the form and substance of any Additional Form 10-K Disclosure
applicable to the Custodian, as indicated in the table in Exhibit T to the
Pooling and Servicing Agreement. The Custodian acknowledges that the performance
by the Master Servicer of its duties under Section 3.12(b) of the Pooling and
Servicing Agreement relating to the timely preparation and filing of Form 10-K
is contingent upon the Custodian strictly observing all applicable deadlines in
the performance of its duties under this Section 4.1(c).
(d) For so long as the Trust is subject to the Exchange Act
reporting requirements, no later than the end of business on the second Business
Day after the occurrence of a Reportable Event applicable to the Custodian, the
Custodian shall provide to the Master Servicer, to the extent known, in
XXXXX-compatible format, or in such other form as otherwise agreed upon by the
Master Servicer and the Custodian, the form and substance of any Form 8-K
Disclosure Information applicable to the Custodian, as indicated in the table in
Exhibit U to the Pooling and Servicing Agreement. The Custodian acknowledges
that the performance by the Master Servicer of its duties under Section 3.12(c)
of the Pooling and Servicing Agreement relating to the timely preparation and
filing of Form 8-K is contingent upon the Custodian strictly observing all
applicable deadlines in the performance of its duties under this Section 4.1(d).
(e) The Custodian shall indemnify the Master Servicer, each
affiliate of the Master Servicer, the Trust, each broker dealer acting as
underwriter or initial purchaser of the Certificates, each Person who controls
any of such parties and the Depositor (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act); and the respective present
and former directors, officers, employees and agents of each of the foregoing
and of the Depositor (each such entity, an "Indemnified Party"), and shall hold
each of them harmless from and against any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments, and any other
costs, fees and expenses that any of them may sustain arising out of or based
upon:
(i) (A) any untrue statement of a material fact contained or
alleged to be contained in any information, report, certification,
accountants' letter or other material provided in written or
electronic form under this Section 4.1 or Section 4.2 hereof by or
on behalf of the Custodian, or provided under Sections 4.1 or 4.2 by
or on behalf of any Subcontractor (collectively, the "Custodian
Information"), or (B) the omission or alleged omission to state in
the Custodian Information a material fact required to be stated in
the Custodian Information or necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading; provided, by way of clarification,
that clause (B) of this paragraph shall be construed solely by
reference to the Custodian Information and not to any other
information communicated in connection with a sale or purchase of
securities, without regard to whether the Custodian Information or
any portion thereof is presented together with or separately from
such other information; or
(ii) any failure by the Custodian or any Subcontractor engaged
by the Custodian to deliver any information, report, certification,
accountants' letter or other material when and as required under
Sections 4.1 or 4.2, including any failure by the Custodian to
identify pursuant to Section 4.2 any Subcontractor "participating in
the servicing function" within the meaning of Item 1122 of
Regulation AB.
In the case of any failure of performance described in clause (ii) of
this Section, the Custodian shall promptly reimburse the Master Servicer and the
Depositor, as applicable, for all costs reasonably incurred by each such party
in order to obtain the information, report, certification, accountants' letter
or other material not delivered as required by the Custodian or any
Subcontractor. If the indemnification provided for herein is unavailable to hold
harmless any Indemnified Party, then the Custodian agrees that it shall
contribute to the amount paid or payable by such Indemnified Party as a result
of the losses, claims, damages or liabilities of such Indemnified Party in such
proportion as is appropriate to reflect the relative fault of such Indemnified
Party on the one hand and the Custodian on the other in connection with a breach
of the Custodian's obligations under this Section 4.1 or the Custodian's
negligence, bad faith or willful misconduct in connection therewith.
4.2 Engagement of Affiliates or Third-Parties. The Custodian
shall not hire or otherwise utilize the services of any Subcontractor to fulfill
any of the obligations of the Custodian as servicer under this Agreement unless
the Custodian complies with the provisions of this Section.
It shall not be necessary for the Custodian to seek the consent
of the Master Servicer or the Depositor to the utilization of any Subcontractor.
The Custodian shall promptly upon request provide to the Master Servicer (or any
designee of Master Servicer) a written description (in form and substance
satisfactory to the Master Servicer and the Depositor) of the role and function
of each Subcontractor utilized by the Custodian, specifying (i) the identity of
each such Subcontractor, (ii) which (if any) of such Subcontractors are
"participating in the servicing function" within the meaning of Item 1122 of
Regulation AB, and (iii) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified
pursuant to clause (ii) of this paragraph.
As a condition to the utilization of any Subcontractor determined
to be "participating in the servicing function" within the meaning of Item 1122
of Regulation AB, the Custodian shall cause any such Subcontractor used by the
Custodian, for the benefit of the Master Servicer and the Depositor to comply
with the provisions of Section 4.1 of this Agreement to the same extent as if
such Subcontractor were the Custodian. The Custodian shall be responsible for
obtaining from each Subcontractor and delivering to the Master Servicer any
assessment of compliance and attestation required to be delivered by such
Subcontractor under Section 4.1, in each case as and when required to be
delivered.
4.3 Errors and Omissions Policy. The Custodian shall maintain, at
all times and at its own expense, an insurance policy covering losses caused by
errors or omissions of the Custodian and its personnel (such policy, an "Errors
and Omissions Policy"), which policy shall have such terms and coverage amounts
as are comparable to those of errors and omissions policies maintained by
custodians of mortgage loans generally.
The Errors and Omissions Policy shall insure the Custodian, its
successors and assigns, against any losses resulting from negligence, errors or
omissions on the part of officers, employees or other persons acting on behalf
of the Custodian in the performance of its duties as Custodian pursuant to this
Agreement.
The Custodian shall maintain in effect the Errors and Omissions
Policy at all times and the Errors and Omissions Policy may not be canceled,
permitted to lapse or otherwise terminated without the acquisition of comparable
coverage by the Custodian.
4.4 Compliance with Article IV. If (a) the Custodian fails to
comply with its obligations to deliver any assessment of servicing compliance or
registered public accounting firm attestation reports required pursuant to this
Article IV or (b) any Subcontractor engaged by the Custodian fails to comply
with its obligations to deliver any assessment of servicing compliance or
registered public accounting firm attestation reports, the Master Servicer, may,
after consultation with the Depositor, remove the Custodian and appoint a
successor custodian by written instrument, in duplicate, one copy of which
instrument shall be delivered to the Custodian so removed and one copy to the
successor custodian.
ARTICLE V
Miscellaneous Provisions
Section 5.1. 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, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (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 5.2. 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 Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling and Servicing Agreement. The Trustee shall give prompt
written notice to the Custodian of any amendment or supplement to the Pooling
and Servicing Agreement and furnish the Custodian with written copies thereof.
Section 5.3. Governing Law. This Agreement shall be deemed a
contract made under the laws of the State of New York and shall be construed and
enforced in accordance with and governed by the laws of the State of New York.
Section 5.4. 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 Master Servicer and at its expense on
direction by the Trustee, but only upon direction accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
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 5.5. 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 or of the Certificates
or the rights of the holders thereof.
Section 5.6. Regulation AB Compliance; Intent of Parties;
Reasonableness. The parties hereto acknowledge that interpretations 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 asset-backed securities markets, advice of counsel, or otherwise, and
agree to comply with requests made by the Depositor or the Master Servicer in
good faith for delivery of information under these provisions on the basis of
evolving interpretations of Regulation AB. In connection with the Trust, the
parties hereto shall cooperate fully with the Master Servicer and the Depositor
to deliver to the Master Servicer and/or the Depositor (including its assignees
or designees), any and all statements, reports, certifications, records and any
other information available to such party and reasonably necessary in the good
faith determination of the Depositor or the Master Servicer to permit the
Depositor or the Master Servicer to comply with the provisions of Regulation AB,
together with such disclosures reasonably believed by the Depositor or the
Master Servicer to be necessary in order to effect such compliance.
IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
Address: HSBC BANK USA, NATIONAL ASSOCIATION,
as Trustee
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 By:
--------------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
Address: XXXXX FARGO ASSET SECURITIES CORPORATION,
as Depositor
0000 Xxx Xxxxxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000 By:
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
Address: XXXXX FARGO BANK, N.A.,
as Master Servicer
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000 By:
--------------------------------------
Name: Xxxxxxxxxxx Xxxxxx
Title: Assistant Vice President
Address: XXXXX FARGO BANK, N.A.,
as Custodian
0000 00xx Xxxxxx Xxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000 By:
--------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 25th day of July, 2007, before me, a notary public in and
for the State of Maryland, personally appeared Xxxxxxx X. Xxxxx, known to me
who, being by me duly sworn, did depose and say that he resides at Cooksville,
Maryland; that he is a Vice President of Xxxxx Fargo Asset Securities
Corporation, a Delaware corporation, one of the parties that executed the
foregoing instrument; and that he signed his name thereto by order of the Board
of Directors of said corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF MARYLAND )
ss.:
COUNTY OF XXXXXX )
On this 25th day of July, 2007, before me, the undersigned
officer, personally appeared Xxxxxxxxxxx Xxxxxx, and acknowledged to me to be an
Assistant Vice President of Xxxxx Fargo Bank, National Association, and that as
such officer, being duly authorized to do so pursuant to such entity's by-laws
or a resolution of its board of directors, executed and acknowledged the
foregoing instrument for the purposes therein contained, by signing the name of
such entity by himself as such officer as his free and voluntary act and deed
and the free and voluntary act and deed and the free and voluntary act and deed
of said entity.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 25th day of July, 2007, before me, a notary public in and
for the State of New York, personally appeared Xxxxx Xxxxx, known to me who,
being by me duly sworn, did depose and say that she resides in _______________;
that she is an Assistant Vice President of HSBC Bank USA, National Association,
a national banking association, one of the parties that executed the foregoing
instrument; and that she signed her name thereto by order of the Board of
Directors of said association.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF MINNESOTA )
ss.:
COUNTY OF HENNEPIN )
On this 25th day of July, 2007, before me, a notary public in and
for the State of Minnesota, personally appeared Xxxx X. Xxxxx, known to me who,
being by me duly sworn, did depose and say that she is a Vice President of Xxxxx
Fargo Bank, N.A., a national banking association, one of the parties that
executed the foregoing instrument; and that she signed her name thereto by order
of the Board of Directors of said association.
-------------------------
Notary Public
[NOTARIAL SEAL]
EXHIBIT F
Addresses for Requesting Mortgage Loan Schedule
In the case of the Depositor:
Xxxxx Fargo Asset Securities Corporation
0000 Xxx Xxxxxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Vice President - Structured Finance
In the case of the Master Servicer:
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Attention: Corporate Trust Services - WFALT 2007-PA4
EXHIBIT G
REQUEST FOR RELEASE OF DOCUMENTS
To: Xxxxx Fargo Bank, N.A.
0000 00xx Xxxxxx X.X.
Xxxxxxxxxxx., XX 00000
Attn: ________________
Re: Custodial Agreement, dated as of July 25, 2007, among HSBC Bank USA,
National Association, as Trustee, Xxxxx Fargo Asset Securities
Corporation, as Depositor, Xxxxx Fargo Bank, N.A., as Master
Servicer, and Xxxxx Fargo Bank, N.A., as Custodian, relating to the
Xxxxx Fargo Asset Securities Corporation; Mortgage Asset-Backed
Pass-Through Certificates, Series 2007-PA4.
In connection with the administration of the Mortgage Loans held by
you as Custodian for the Trust Estate pursuant to the above-captioned Custodial
Agreement, we request the release, and hereby acknowledge receipt, of the
Custodian's Owner Mortgage Loan 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
_______ 2. Foreclosure
_______ 3. Substitution
_______ 4. Other Liquidation (Repurchases, etc.)
_______ 5. Nonliquidation
Reason:_______________________________________
By:___________________________________________
(authorized signer)
Issuer:_______________________________________
Address:______________________________________
______________________________________
Date:_________________________________________
Custodian
Xxxxx Fargo Bank, N.A.
Please acknowledge the execution of the above request by your
signature and date below:
------------------------------------ -----------------
Signature Date
Documents returned to Custodian:
------------------------------------ -----------------
Custodian Date
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION
860E(e)(4) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, AND FOR
NON-ERISA INVESTORS
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the
"Purchaser"), a [description of type of entity] duly organized and existing
under the laws of the [State of ] [United States], on behalf of which he makes
this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within
the meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as
amended (the "Code"), or an ERISA Prohibited Holder, and will not be a
"disqualified organization" or an ERISA Prohibited Holder, as of [date of
transfer], and that the Purchaser is not acquiring Xxxxx Fargo Asset Securities
Corporation Mortgage Asset-Backed Pass-Through Certificates, Series 2007-PA4,
Class I-A-R Certificate (the "Residual Certificate") for the account of, or as
agent (including a broker, nominee, or other middleman) for, any person or
entity from which it has not received an affidavit substantially in the form of
this affidavit. For these purposes, a "disqualified organization" means the
United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (other than an instrumentality if all of its activities are
subject to tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder"
means an employee benefit plan or other retirement arrangement subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan") or a Person acting on behalf of or investing the assets of such a
Plan.
4. That the Purchaser historically has paid its debts as they
have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Residual
Certificate as they become due.
5. That the Purchaser understands that it may incur tax
liabilities with respect to the Residual Certificate in excess of cash flows
generated by the Residual Certificate.
6. That the Purchaser will not transfer the Residual Certificate
to any person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 10 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser is aware that the Residual Certificate may
be a "noneconomic residual interest" 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.
8. That the Purchaser will not cause income from the Residual
Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or
any other person.
9. That, if the Purchaser is purchasing the Residual Certificate
in a transfer intended to meet the safe harbor provisions of Treasury
Regulations Sections 1.860E-1(c), the Purchaser has completed and attached
Attachment A hereto.
10. That the Purchaser (i) is a U.S. Person or (ii) is a person
other than a U.S. Person (a "Non-U.S. Person") that holds the Residual
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trustee with an effective
Internal Revenue Service Form W-8ECI or successor form at the time and in the
manner required by the Code or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Trustee an opinion of a nationally recognized tax
counsel to the effect that the transfer of the Residual Certificate to it is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of the Residual Certificate will not be
disregarded for federal income tax purposes. "U.S. Person" means 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).
11. That the Purchaser agrees to such amendments of the Pooling
and Servicing Agreement as may be required to further effectuate the
restrictions on transfer of the Residual Certificate to such a "disqualified
organization," an agent thereof, an ERISA Prohibited Holder or a person that
does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 10
hereof.
12. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of each REMIC pursuant to
Section 8.13 of the Pooling and Servicing Agreement, and if such designation is
not permitted by the Code and applicable law, to act as tax matters person if
requested to do so.
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ___ day of , 20__.
[NAME OF PURCHASER]
By:
--------------------------------------
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer], of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Purchaser.
Subscribed and sworn before me this __ day of _________ , 20__.
Notary Public
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 20__.
ATTACHMENT A
to
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, AND FOR NON-ERISA INVESTORS
Check the appropriate box:
[_] The consideration paid to the Purchaser to acquire the Residual
Certificate equals or exceeds the excess of (a) the present value of the
anticipated tax liabilities over (b) the present value of the anticipated
savings associated with holding such Certificate, in each case calculated
in accordance with U.S. Treasury Regulations Sections 1.860E-1(c)(7) and
(8), computing present values using a discount rate equal to the
short-term Federal rate prescribed by Section 1274(d) of the Code and the
compounding period used by the Purchaser.
OR
[_] The transfer of the Residual Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:
(i) the Purchaser is an "eligible corporation," as defined in U.S.
Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income
from Residual Certificate will only be taxed in the United States;
(ii) at the time of the transfer, and at the close of the Purchaser's two
fiscal years preceding the year of the transfer, the Purchaser had
gross assets for financial reporting purposes (excluding any
obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess
of $100 million and net assets in excess of $10 million;
(iii) the Purchaser will transfer the Residual Certificate only to another
"eligible corporation," as defined in U.S. Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the
requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Section 1.860E-1(c)(5) of the U.S. Treasury Regulations;
(iv) the Purchaser has determined the consideration paid to it to acquire
the Residual Certificate based on reasonable market assumptions
(including, but not limited to, borrowing and investment rates,
prepayment and loss assumptions, expense and reinvestment
assumptions, tax rates and other factors specific to the Purchaser)
that it has determined in good faith; and
(v) in the event of any transfer of the Residual Certificate by the
Purchaser, the Purchaser will require its transferee to complete a
representation in the form of this Attachment A as a condition of
the transferee's purchase of the Residual Certificate.
EXHIBIT I
Letter from Transferor of Residual Certificate
[Date]
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Attn: Corporate Trust Services WFALT 2007-PA4
Re: Xxxxx Fargo Asset Securities Corporation,
Series 2007-PA4, Class I-A-R
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
EXHIBIT J
XXXXX FARGO ASSET SECURITIES CORPORATION
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2007-PA4
CLASS [B-6][B-7][B-8] CERTIFICATES
TRANSFEREE'S LETTER
----------------- --, ----
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Attn: Corporate Trust Services WFALT 2007-PA4
Xxxxx Fargo Asset Securities Corporation
0000 Xxx Xxxxxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
The undersigned (the "Purchaser") proposes to purchase Xxxxx Fargo
Asset Securities Corporation Mortgage Asset-Backed Pass-Through Certificates,
Series 2007-PA4, Class [B-6][B-7][B-8] Certificates (the "Class [B-6][B-7][B-8]
Certificates") in the principal amount of $___________. In doing so, the
Purchaser hereby acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of July 25, 2007 (the "Pooling and Servicing
Agreement") among Xxxxx Fargo Asset Securities Corporation, as depositor (the
"Depositor"), Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), of Xxxxx
Fargo Asset Securities Corporation Mortgage Asset-Backed Pass-Through
Certificates, Series 2007-PA4.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Depositor, the Master Servicer and the Trustee that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Class [B-6][B-7][B-8] Certificates, and to enter
into this Agreement, and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class [B-6][B-7][B-8]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
(c) [The Purchaser has knowledge of financial and business matters
and is capable of evaluating the merits and risks of an investment in the Class
[B-6][B-7][B-8] Certificates; the Purchaser has sought such accounting, legal
and tax advice as it has considered necessary to make an informed investment
decision; and the Purchaser is able to bear the economic risk of an investment
in the Class [B-6][B-7][B-8] Certificates and can afford a complete loss of such
investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated __________ __, 20__, relating to
the Class [B-6][B-7][B-8] Certificates and reviewed, to the extent it deemed
appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from the Depositor concerning the Class [B-6][B-7][B-8] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class [B-6][B-7][B-8]
Certificates that the Depositor possesses or can possess without unreasonable
effort or expense and (c) it has undertaken its own independent analysis of the
investment in the Class [B-6][B-7][B-8] Certificates. The Purchaser will not use
or disclose any information it receives in connection with its purchase of the
Class [B-6][B-7][B-8] Certificates other than in connection with a subsequent
sale of Class [B-6][B-7][B-8] Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan or
other retirement arrangement subject to Title I 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 a governmental plan,
as defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) if the
Purchaser is an insurance company, (A) the source of funds used to purchase the
Class [B-6][B-7][B-8] Certificate is an "insurance company general account" (as
such term is defined in Section V(e) of Prohibited Transaction Class Exemption
95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), (B) there is no Plan
with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and all other
Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10%
of the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class [B-6][B-7][B-8]
Certificates are covered by Sections I and III of PTE 95-60 or (iii) the
Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to the
Depositor and the Master Servicer of the Trust Estate and (b) such other
opinions of counsel, officers' certificates and agreements as the Depositor or
the Master Servicer may have required. A Benefit Plan Opinion is an opinion of
counsel to the effect that the proposed transfer will not constitute or result
in a non-exempt prohibited transaction within the meaning of ERISA, Section 4975
of the Code or Similar Law and will not subject the Depositor or the Master
Servicer to any obligation in addition to those undertaken in the Pooling and
Servicing Agreement (including any liability for civil penalties or excise taxes
imposed pursuant to ERISA, Section 4975 of the Code or Similar Law).
(f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has reviewed the
"Supervisory Policy Statement on Securities Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Class [B-6][B-7][B-8] Certificates is in compliance therewith.
Section 3. Transfer of Class [B-6][B-7][B-8] Certificates.
(a) The Purchaser understands that the Class [B-6][B-7][B-8]
Certificates have not been registered under the Securities Act of 1933 (the
"Act") or any state securities laws and that no transfer may be made unless the
Class [B-6][B-7][B-8] Certificates are registered under the Act and applicable
state law or unless an exemption from registration is available. The Purchaser
further understands that neither the Depositor nor the Master Servicer is under
any obligation to register the Class [B-6][B-7][B-8] Certificates or make an
exemption available. In the event that such a transfer is to be made in reliance
upon an exemption from the Act or applicable state securities laws, (i) the
Master Servicer shall require, in order to assure compliance with such laws,
that the Certificateholder's prospective transferee certify to the Depositor and
the Master Servicer as to the factual basis for the registration or
qualification exemption relied upon, and (ii) unless the transferee is a
"Qualified Institutional Buyer" within the meaning of Rule 144A of the Act, the
Master Servicer or the Depositor may, if such transfer is made within three
years from the later of (a) the Closing Date or (b) the last date on which the
Depositor or any affiliate thereof was a holder of the Certificates proposed to
be transferred, require an Opinion of Counsel that such transfer may be made
pursuant to an exemption from the Act and state securities laws, which Opinion
of Counsel shall not be an expense of the Master Servicer or the Depositor. Any
such Certificateholder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Master Servicer, any Paying Agent 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.
(b) No transfer of a Class [B-6][B-7][B-8] Certificate shall be made
unless the transferee provides the Depositor and the Master Servicer with a
Transferee's Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [B-6][B-7][B-8]
Certificates bear a legend setting forth the applicable restrictions on
transfer.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By:
--------------------------------------
Its:
------------------------------------
EXHIBIT K
LIST OF RECORDATION STATES
Florida
Maryland
EXHIBIT L
SERVICING AGREEMENTS
Xxxxx Fargo Bank Servicing Agreement
[Included as Exhibit 10.1 to the Current Report on Form 8-K to
which this Pooling and Servicing Agreement is filed]
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is
made and entered into as of [ ], between Xxxxx Fargo Bank, N.A. (the "Company"
or the "Master Servicer") and [ ] (the "Purchaser").
PRELIMINARY STATEMENT
The Purchaser is the holder of the entire interest in Xxxxx Fargo Asset
Securities Corporation Mortgage Asset-Backed Pass-Through Certificates, Series [
], Class [ ] (the "Class B Certificates"), which are the Lowest Priority
Certificates (as defined below) outstanding with respect to such Series. The
Class B Certificates were issued pursuant to a Pooling and Servicing Agreement
dated as of [ ] among Xxxxx Fargo Asset Securities Corporation, as depositor
(the "Depositor"), Xxxxx Fargo Bank, N.A., as Master Servicer and HSBC Bank USA,
National Association, as Trustee.
In connection with the ownership by the Purchaser of the Lowest Priority
Certificates, the Purchaser and the Company have agreed that (i) the Purchaser,
for so long as it owns 100% of the Lowest Priority Certificates, will have the
unilateral right to control foreclosure decisions with respect to delinquent
mortgage loans and (ii) the Company will provide to the Purchaser certain
information with respect to the Mortgage Loans;
The parties hereto have agreed that the Company will cause, to the extent
that the Company as Master Servicer is granted such authority in the related
Servicing Agreements, the related servicers (each a related "Servicer"), which
service the Mortgage Loans which comprise the Trust Estate related to the above
referenced series under the related servicing agreements (each a related
"Servicing Agreement"), to engage in certain special servicing procedures
relating to foreclosures for the benefit of the Purchaser, and that the
Purchaser will deposit funds in a collateral fund to cover any losses
attributable to such procedures as well as all advances and costs in connection
therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.02. Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to Section
3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least F-1 by Fitch Ratings ("Fitch") or at least A-1
by Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P") or
(vi) demand and time deposits in, certificates of deposit of, any depository
institution or trust company (which may be an affiliate of the Company)
incorporated under the laws of the United States of America or any state thereof
and subject to supervision and examination by federal and/or state banking
authorities, so long as at the time of such investment either (x) the long-term
debt obligations of such depository institution or trust company have a rating
of at least AA by Fitch or AA by S&P, (y) the certificate of deposit or other
unsecured short-term debt obligations of such depository institution or trust
company have a rating of at least F-1 by Fitch or A-1 by S&P or (z) the
depository institution or trust company is one that is acceptable to either
Fitch or S&P and, for each of the preceding clauses (i), (iv), (v) and (vi), the
maturity thereof shall be not later than the earlier to occur of (A) 30 days
from the date of the related investment and (B) the next succeeding Distribution
Date as defined in the related Pooling and Servicing Agreement.
Commencement of Foreclosure: The first official action required under
local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, posting, the publishing, filing or
delivery of a notice of sale, but not including in either case (x) any notice of
default, notice of intent to foreclose or sell or any other action prerequisite
to the actions specified in (i) or (ii) above, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of the related
property or otherwise) or (z) initiation and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).
Lowest Priority Certificates: The most subordinate class of certificates
issued under the Pooling and Servicing Agreement that is outstanding from time
to time. If the Lowest Priority Certificates are reduced to zero as a result of
losses or otherwise, and if the Purchaser at that time owns 100% of the most
subordinate class of certificates issued under the Pooling and Servicing
Agreement then remaining outstanding, then such most subordinate class remaining
outstanding shall thereafter be deemed to be the Lowest Priority Certificates
for all purposes of this Agreement.
Monthly Advances: Principal and interest advances and servicing advances
including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.03(c)) and
Section 3.02 to be reduced by all withdrawals therefrom pursuant to Section
2.02(g) and Section 2.03(d).
Section 1.03. Definitions Incorporated by Reference.
All capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01. Reports and Notices.
(a) In connection with the performance of its duties under the
Pooling and Servicing Agreement relating to the realization upon defaulted
Mortgage Loans, the Company as Master Servicer shall provide to the Purchaser
the following notices and reports:
Within five Business Days after each Distribution Date (or included in or
with the monthly statements to Certificateholders pursuant to the Pooling
and Servicing Agreement), the Company shall provide to the Purchaser a
report identifying all loans delinquent 30 days or more (including all
loans in foreclosure, bankruptcy or "real estate owned" status) (each, a
"Delinquency Report"). The Delinquency Report shall use the same
methodology and calculations employed in the Company's standard servicing
reports, indicating the number of Mortgage Loans that are (i) thirty days
delinquent, (ii) sixty days delinquent, (iii) ninety days or more
delinquent, (iv) in foreclosure, (v) in bankruptcy or (vi) real estate
owned, and indicating for each such Mortgage Loan the loan number, the
property address and the outstanding principal balance.
(b) If requested by the Purchaser, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to make its servicing personnel
available (during their normal business hours) to respond to reasonable
inquiries, by phone or in writing by facsimile, electronic, or overnight mail
transmission, by the Purchaser in connection with any Mortgage Loan (i)
identified in a report under Section 2.01 (a) (ii), (a) (iii), (a) (iv), (a) (v)
or (a) (vi); provided, that (1) the related Servicer shall only be required to
provide information that is readily accessible to its servicing personnel and
(2) the related Servicer shall respond within five Business Days orally or in
writing by facsimile transmission.
(c) In addition to the foregoing, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to provide to the Company (for
prompt transmission to the Purchaser) such information as the Purchaser may
reasonably request provided, however, that such information is consistent with
normal reporting practices, concerning each Mortgage Loan that is at least
ninety days delinquent and each Mortgage Loan which has become real estate
owned, through the final liquidation thereof; provided, that the related
Servicer shall only be required to provide information that is readily
accessible to its servicing personnel; provided, however, that the Purchaser
will reimburse the Company and the related Servicer for any out of pocket
expenses.
Section 2.02. Purchaser's Election to Delay Foreclosure
Proceedings.
(a) The Purchaser shall be deemed to direct the Company to direct
(to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 48 hours (exclusive of any intervening non-Business
Days) of transmission of the Delinquency Report provided by the Company under
Section 2.01 (a) (subject to extension as set forth in Section 2.02(b), the
related Servicer may proceed with the Commencement of Foreclosure in respect of
each Mortgage Loan reported under Section 2.01 (a)(ii) or 2.01 (a)(iii) in
accordance with its normal foreclosure policies without further notice to the
Purchaser. Any foreclosure that has been initiated may be discontinued (i)
without notice to the Purchaser if the Mortgage Loan has been brought current or
if a refinancing or prepayment occurs with respect to the Mortgage Loan
(including by means of a short payoff approved by the related Servicer) or (ii)
if the related Servicer has reached the terms of a forbearance agreement with
the borrower.
(b) In connection with any Mortgage Loan reported in a Delinquency
Report under Section 2.01(a)(ii) or 2.01 (a)(iii), the Purchaser may elect to
instruct the Company to cause, to the extent that the Company as Master Servicer
is granted such authority in the related Servicing Agreement, the related
Servicer to delay the Commencement of Foreclosure until such time as the
Purchaser determines that the related Servicer may proceed with the Commencement
of Foreclosure. Such election must be evidenced by written notice received
within 48 hours (exclusive of any intervening non-Business Days) of transmission
of the Delinquency Report provided by the Company under Section 2.01(a). Such 48
hour period shall be extended for no longer than an additional four Business
Days after the receipt of the information if the Purchaser requests additional
information related to such foreclosure; provided, however, that the Purchaser
will have at least one Business Day to respond to any requested additional
information. Any such additional information shall be provided only to the
extent it is obtainable by the related Servicer from existing reports,
certificates or statements or is otherwise readily accessible to its servicing
personnel. The Purchaser agrees that it has no right to deal with the mortgagor
during such period. However, if such servicing activities include acceptance of
a deed-in-lieu of foreclosure or short payoff, the Purchaser will be notified
and given two Business Days to respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Purchaser shall obtain a Current
Appraisal as soon as practicable, but in no event more than 15 Business Days
thereafter, and shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Company, for
deposit in the Collateral Fund, an amount, as calculated by the Company, equal
to the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Company for deposit in the Collateral Fund the amount of each
additional month's interest, as calculated by the Company, equal to interest on
the Mortgage Loan at the applicable Mortgage Interest Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Company may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the related
Servicer for all related Monthly Advances and Liquidation Expenses thereafter
made by such Servicer in accordance with the Pooling and Servicing Agreement and
the related Servicing Agreement. To the extent that the amount of any such
Liquidation Expenses is determined by the Company based on estimated costs, and
the actual costs are subsequently determined to be higher, the Company may
withdraw the additional amount from the Collateral Fund. In the event that the
Mortgage Loan is brought current by the mortgagor and the foreclosure action is
discontinued, the amounts so withdrawn from the Collateral Fund shall be
redeposited if and to the extent that reimbursement therefor from amounts paid
by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement, applicable law or the related
mortgage note. Except as provided in the preceding sentence, amounts withdrawn
from the Collateral Fund to cover Monthly Advances and Liquidation Expenses
shall not be redeposited therein or otherwise reimbursed to the Purchaser. If
and when any such Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the related Servicer shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than the delay in Commencement of Foreclosure as provided herein). If and when
the Purchaser shall notify the Company that it believes that it is appropriate
to do so, the related Servicer may proceed with the Commencement of Foreclosure.
In any event, if the Mortgage Loan is not brought current by the mortgagor by
the time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (i) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the sum of (x) accrued and unpaid interest on the Mortgage Loan
at the applicable Mortgage Interest Rate through the last day of the month of
repurchase, (y) 100% of the unpaid principal balance of the Mortgage Loan as of
such purchase date and (z) any additional amount needed to reimburse any
unreimbursed related Periodic Advance or other servicing advances made in
respect of such Mortgage Loan, to be paid by (A) applying any balance in the
Collateral Fund to such purchase price, and (B) to the extent of any deficiency,
by wire transfer of immediately available funds from the Purchaser to the
Company for deposit in the related Certificate Account; or (ii) the related
Servicer shall proceed with the Commencement of Foreclosure. In the event that
the Purchaser purchases any such Mortgage Loan, the Servicer shall continue to
service the Mortgage Loan for the Purchaser pursuant to the applicable Servicing
Agreement.
(g) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure
and as to which the related Servicer proceeded with the Commencement of
Foreclosure in accordance with subsection (f) above, the Company shall calculate
the amount, if any, by which the value shown on the Current Appraisal obtained
under subsection (c) exceeds the actual sales price obtained for the related
Mortgaged Property (net of Liquidation Expenses and accrued interest related to
the extended foreclosure period), and the Company shall withdraw the amount of
such excess from the Collateral Fund, shall remit the same to the Trust Estate
and in its capacity as Master Servicer shall apply such amount as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund in respect
of such Mortgage Loan (after adjustment for all permitted withdrawals and
deposits pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03. Purchaser's Election to Commence Foreclosure
Proceedings.
(a) In connection with any Mortgage Loan identified in a Delinquency
Report under Section 2.01(a)(ii), the Purchaser, for so long as the Purchaser
owns 100% of the Lowest Priority Certificates, may elect to instruct the Company
to cause, to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement, the related Servicer to proceed
with the Commencement of Foreclosure as soon as practicable. Such election must
be evidenced by written notice received by the Company by 5:00 p.m., New York
City time, on the third Business Day following the delivery of such Delinquency
Report.
(b) Within two Business Days of making any Election to Foreclose,
the Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Foreclose, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or the Depositor,
which may result in a repurchase or substitution of such Mortgage Loan, or (iii)
the Company or related Servicer reasonably believes the Mortgaged Property may
be contaminated with or affected by hazardous wastes or hazardous substances
(and, without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff) or (y) if the related
Servicer has reached the terms of a forbearance agreement.
(d) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Foreclose and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (c) above, the Company shall calculate the amount, if
any, by which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04. Termination.
(a) With respect to all Mortgage Loans included in the Trust Estate,
the Purchaser's right to make any Election to Delay Foreclosure or any Election
to Foreclose and the Company's obligations under Section 2.01 shall terminate
(i) at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the
respective rights, obligations and responsibilities of the Purchaser and the
Company hereunder shall terminate upon the later to occur of (i) the final
liquidation of the last Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in the Collateral Fund as provided herein and (ii) ten
Business Days' notice. The Purchaser's right to make an election pursuant to
Section 2.02 or Section 2.03 hereof with respect to a particular Mortgage Loan
shall terminate if the Purchaser fails to make any deposit required pursuant to
Section 2.02(d) or 2.03(b) or if the Purchaser fails to make any other deposit
to the Collateral Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01. Collateral Fund.
Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with [ ] as a segregated account on its books and records
an account (the "Collateral Fund"), entitled "Xxxxx Fargo Bank, N.A., as Master
Servicer, for the benefit of registered holders of Xxxxx Fargo Asset Securities
Corporation Mortgage Asset-Backed Pass-Through Certificates, Series [ ]."
Amounts held in the Collateral Fund shall continue to be the property of the
Purchaser, subject to the first priority security interest granted hereunder for
the benefit of the Certificateholders, until withdrawn from the Collateral Fund
pursuant to Section 2.02 or 2.03 hereof. The Collateral Fund shall be an
"outside reserve fund" within the meaning of the REMIC Provisions, beneficially
owned by the Purchaser for federal income tax purposes. All income, gain,
deduction or loss with respect to the Collateral Fund shall be that of the
Purchaser. All distributions from the Trust Fund to the Collateral Fund shall be
treated as distributed to the Purchaser as the beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all Mortgage
Loans as to which the Purchaser has made any Election to Delay Foreclosure or
any Election to Foreclose pursuant to Section 2.04 hereof, the Company shall
distribute or cause to be distributed to the Purchaser all amounts remaining in
the Collateral Fund (after adjustment for all deposits and permitted withdrawals
pursuant to this Agreement) together with any investment earnings thereon. In
the event the Purchaser has made any Election to Delay Foreclosure or any
Election to Foreclose, prior to any distribution to the Purchaser of all amounts
remaining in the Collateral Fund, funds in the Collateral Fund shall be applied
consistent with the terms of this Agreement.
Section 3.02. Collateral Fund Permitted Investments.
The Company shall, at the written direction of the Purchaser, invest the
funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion. All
income and gain realized from any investment as well as any interest earned on
deposits in the Collateral Fund (net of any losses on such investments) and any
payments of principal made in respect of any Collateral Fund Permitted
Investment shall be deposited in the Collateral Fund upon receipt. All costs and
realized losses associated with the purchase and sale of Collateral Fund
Permitted Investments shall be borne by the Purchaser and the amount of net
realized losses shall be deposited by the Purchaser in the Collateral Fund
promptly upon realization. The Company shall periodically (but not more
frequently than monthly) distribute to the Purchaser upon request an amount of
cash, to the extent cash is available therefore in the Collateral Fund, equal to
the amount by which the balance of the Collateral Fund, after giving effect to
all other distributions to be made from the Collateral Fund on such date,
exceeds the Required Collateral Fund Balance. Any amounts so distributed shall
be released from the lien and security interest of this Agreement.
Section 3.03. Grant of Security Interest.
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in the
Collateral for the benefit of the Certificateholders. The Purchaser shall take
all actions requested by the Company as may be reasonably necessary to perfect
the security interest created under this Agreement in the Collateral and cause
it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04. Collateral Shortfalls.
In the event that amounts on deposit in the Collateral Fund at any time
are insufficient to cover any withdrawals therefrom that the Company is then
entitled to make hereunder, the Purchaser shall be obligated to pay such amounts
to the Company immediately upon demand. Such obligation shall constitute a
general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
Section 4.01. Assessment of Servicing Compliance; Registered
Public Accounting Firm Attestation Reports; Exchange Act Reporting.
(a) The Purchaser shall furnish, or cause to be furnished in the
case of clause (iii), to the Master Servicer, no later than March 5 of each year
or if such day is not a Business Day, the next Business Day (with a 10 calendar
day cure period, but in no event later than March 15), commencing in March 20 ,
the following:
(i) a report (in form and substance reasonably satisfactory to the
Master Servicer and the Depositor) regarding the Purchaser's assessment of
compliance with the Servicing Criteria applicable to it during the
immediately preceding calendar year, as required under Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report
shall be addressed to the Master Servicer and signed by an authorized
officer of the Purchaser, and shall address, at a minimum, each of the
Servicing Criteria applicable to the Purchaser;
(ii) a report of a registered public accounting firm reasonably
acceptable to the Master Servicer and the Depositor that attests to, and
reports on, the assessment of compliance made by the Purchaser and
delivered pursuant to the preceding paragraph. Such attestation shall be
in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under
the Securities Act and the Exchange Act. If requested by the Master
Servicer or the Depositor, such report shall contain or be accompanied by
a consent of such accounting firm to inclusion or incorporation of such
report in the Depositor's Registration Statement on Form S-3 relating to
the Certificates and the Trust's Form 10-K; and
(iii) an assessment of compliance and accountants' attestation as
described in paragraphs (i) and (ii) of this Section 4.01(a) with respect
to each Subcontractor determined by the Purchaser pursuant to Section 4.02
to be "participating in the servicing function" within the meaning of Item
1122 of Regulation AB.
An assessment of compliance provided by a Subcontractor pursuant to
Section 4.01(a)(iii) need not address any elements of the Servicing Criteria
applicable to it other than those specified by the Purchaser pursuant to Section
4.02.
No later than 30 days following the end of each fiscal year for the
Trust for which a Form 10-K is required to be filed, the Purchaser shall forward
to the Master Servicer the name of each Subcontractor engaged by it and what
Servicing Criteria will be addressed in the report on assessment of compliance
prepared by such Subcontractor. When the Purchaser submits its assessment to the
Master Servicer, it will also at such time include the assessment (and
attestation pursuant to Section 4.01(a)(ii) hereof) of each Subcontractor
engaged by it.
(b) Within five (5) calendar days after a Distribution Date, the
Purchaser shall provide to the Master Servicer, to the extent known, in
XXXXX-compatible format, or in such other form as otherwise agreed upon by the
Master Servicer and the Purchaser, the form and substance of any Additional Form
10-D Disclosure applicable to the Purchaser, as indicated in the table in
Exhibit S to the Pooling and Servicing Agreement. The Purchaser acknowledges
that the performance by the Master Servicer of its duties under Section 3.12(a)
of the Pooling and Servicing Agreement relating to the timely preparation and
filing of Form 10-D is contingent upon the Purchaser strictly observing all
applicable deadlines in the performance of its duties under this Section
4.01(b).
(c) No later than March 5 (with a 10 calendar day cure period, but
in no event later than March 15) of each year that the Trust is subject to the
Exchange Act reporting requirements, commencing in March 20 , the Purchaser
shall provide to the Master Servicer, to the extent known, in XXXXX-compatible
format, or in such other form as otherwise agreed upon by the Master Servicer
and the Purchaser, the form and substance of any Additional Form 10-K Disclosure
applicable to the Purchaser, as indicated in the table in Exhibit T to the
Pooling and Servicing Agreement. The Purchaser acknowledges that the performance
by the Master Servicer of its duties under Section 3.12(b) of the Pooling and
Servicing Agreement relating to the timely preparation and filing of Form 10-K
is contingent upon the Purchaser strictly observing all applicable deadlines in
the performance of its duties under this Section 4.01(c).
(d) For so long as the Trust is subject to the Exchange Act
reporting requirements, no later than the end of business on the second Business
Day after the occurrence of a Reportable Event applicable to the Purchaser, the
Purchaser shall provide to the Master Servicer, to the extent known, in
XXXXX-compatible format, or in such other form as otherwise agreed upon by the
Master Servicer and the Purchaser, the form and substance of any Form 8-K
Disclosure Information applicable to the Purchaser, as indicated in the table in
Exhibit U to the Pooling and Servicing Agreement. The Purchaser acknowledges
that the performance by the Master Servicer of its duties under Section 3.12(c)
of the Pooling and Servicing Agreement relating to the timely preparation and
filing of Form 8-K is contingent upon the Purchaser strictly observing all
applicable deadlines in the performance of its duties under this Section
4.01(d).
(e) The Purchaser shall provide such information regarding itself as
the Master Servicer or the Depositor request for the purpose of complying with
Item 1108 of Regulation AB, including at a minimum, the information set forth in
Exhibit A.
(f) The Purchaser shall indemnify the Master Servicer, each
affiliate of the Master Servicer, the Trust, each broker dealer acting as
underwriter or initial purchaser of the Certificates, each Person who controls
any of such parties and the Depositor (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act); and the respective present
and former directors, officers, employees and agents of each of the foregoing
and of the Depositor (each such entity, an "Indemnified Party"), and shall hold
each of them harmless from and against any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments, and any other
costs, fees and expenses that any of them may sustain arising out of or based
upon:
(i) (A) any untrue statement of a material fact contained or
alleged to be contained in any information, report, certification,
accountants' letter or other material provided in written or
electronic form under this Section 4.01 or Section 4.02 hereof by or
on behalf of the Purchaser, or provided under Sections 4.01 or 4.02
by or on behalf of any Subcontractor (collectively, the "Purchaser
Information"), or (B) the omission or alleged omission to state in
the Purchaser Information a material fact required to be stated in
the Purchaser Information or necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading; provided, by way of clarification,
that clause (B) of this paragraph shall be construed solely by
reference to the Purchaser Information and not to any other
information communicated in connection with a sale or purchase of
securities, without regard to whether the Purchaser Information or
any portion thereof is presented together with or separately from
such other information; or
(ii) any failure by the Purchaser or any Subcontractor engaged
by the Purchaser to deliver any information, report, certification,
accountants' letter or other material when and as required under
Sections 4.01 or 4.02, including any failure by the Purchaser to
identify pursuant to Section 4.02 any Subcontractor "participating
in the servicing function" within the meaning of Item 1122 of
Regulation AB.
In the case of any failure of performance described in clause (ii) of this
Section, the Purchaser shall promptly reimburse the Master Servicer and the
Depositor, as applicable, for all costs reasonably incurred by each such party
in order to obtain the information, report, certification, accountants' letter
or other material not delivered as required by the Purchaser or any
Subcontractor. If the indemnification provided for herein is unavailable to hold
harmless any Indemnified Party, then the Purchaser agrees that it shall
contribute to the amount paid or payable by such Indemnified Party as a result
of the losses, claims, damages or liabilities of such Indemnified Party in such
proportion as is appropriate to reflect the relative fault of such Indemnified
Party on the one hand and the Purchaser on the other in connection with a breach
of the Purchaser's obligations under this Section 4.1 or the Purchaser's
negligence, bad faith or willful misconduct in connection therewith.
(g) Notwithstanding anything contained in this Section 4.01 to the
contrary, the provisions of this Section 4.01 shall not apply to the Purchaser
with respect to any calendar year unless the Purchaser exercises its rights set
forth under Sections 2.02 or 2.03 of this Agreement in such calendar year.
Section 4.02. Engagement of Affiliates or Third-Parties.
The Purchaser shall not hire any Subservicer without the consent of
the Master Servicer and the Depositor. The Purchaser shall not hire or otherwise
utilize the services of any Subcontractor to fulfill any of the obligations of
the Purchaser as servicer under this Agreement unless the Purchaser complies
with the provisions of this Section.
It shall not be necessary for the Purchaser to seek the consent of
the Master Servicer or the Depositor to the utilization of any Subcontractor.
The Purchaser shall promptly upon request provide to the Master Servicer (or any
designee of Master Servicer) a written description (in form and substance
satisfactory to the Master Servicer and the Depositor) of the role and function
of each Subcontractor utilized by the Purchaser, specifying (i) the identity of
each such Subcontractor, (ii) which (if any) of such Subcontractors are
"participating in the servicing function" within the meaning of Item 1122 of
Regulation AB, and (iii) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified
pursuant to clause (ii) of this paragraph.
As a condition to the utilization of any Subcontractor determined to
be "participating in the servicing function" within the meaning of Item 1122 of
Regulation AB, the Purchaser shall cause any such Subcontractor used by the
Purchaser, for the benefit of the Master Servicer and the Depositor to comply
with the provisions of Section 4.01 of this Agreement to the same extent as if
such Subcontractor were the Purchaser. The Purchaser shall be responsible for
obtaining from each Subcontractor and delivering to the Master Servicer any
assessment of compliance and attestation required to be delivered by such
Subcontractor under Section 4.01, in each case as and when required to be
delivered.
Section 4.03. Notification of Merger.
The Purchaser and such successor or surviving Person shall notify
the Depositor, the Master Servicer and the Trustee of any such merger,
conversion or consolidation at least two Business Days prior to the effective
date thereof and shall provide the Depositor and the Master Servicer with all
information required by the Depositor to comply with its reporting obligations
not later than the effective date of such merger, conversion or consolidation
(unless giving prior notice would be prohibited by applicable law or by a
confidentiality agreement, in which case notice shall be given by 12 noon
eastern time one Business Day after such merger or consolidation).
Section 4.04. Compliance with Article IV.
If (a) the Purchaser fails to comply with its obligations to deliver
any assessment of servicing compliance or registered public accounting firm
attestation reports required pursuant to this Article IV or (b) any
Subcontractor engaged by the Purchaser fails to comply with its obligations to
deliver any assessment of servicing compliance or registered public accounting
firm attestation reports, the Master Servicer, may, after consultation with the
Depositor, terminate this Agreement pursuant to Section 2.04(a)(iv).
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01. Amendment.
This Agreement may be amended from time to time by the Company and the
Purchaser by written agreement signed by the Company and the Purchaser, subject
to the acknowledgement of the Rating Agencies as contemplated in Section 3.08 of
the Pooling and Servicing Agreement with respect to such amendment.
Section 5.02. Counterparts.
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 5.03. Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 5.04. Notices.
All demands, notices and direction hereunder shall be in writing or by
telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Vice President, Master Servicing
Phone: 000-000-0000
Fax: 000-000-0000
(b) in the case of the Purchaser,
Section 5.05. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such 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.
Section 5.06. Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to the benefit
of the respective successors and assigns of the parties hereto, and all such
provisions shall inure to the benefit of the Certificateholders; provided,
however, that the rights under this Agreement cannot be assigned by the
Purchaser without the consent of the Company.
Section 5.07. Article and Section Headings.
The article and section headings herein are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 5.08. Confidentiality.
The Purchaser agrees that all information supplied by or on behalf of the
Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 5.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 5.09. Indemnification.
The Purchaser agrees to indemnify and hold harmless the Company, the
Depositor, and each Servicer and each person who controls the Company, the
Depositor, or a Servicer and each of their respective officers, directors,
affiliates and agents acting at the Company's, the Depositor's, or a Servicer's
direction (the "Indemnified Parties") against any and all losses, claims,
damages or liabilities to which they may be subject, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of, or
are based upon, actions taken by, or actions not taken by, the Company, the
Depositor, or a Servicer, or on their behalf, in accordance with the provisions
of this Agreement and (i) which actions conflict with the Company's, the
Depositor's, or a Servicer's obligations under the Pooling and Servicing
Agreement or the related Servicing Agreement, or (ii) give rise to securities
law liability under federal or state securities laws with respect to the
Certificates. The Purchaser hereby agrees to reimburse the Indemnified Parties
for the reasonable legal or other expenses incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action.
The indemnification obligations of the Purchaser hereunder shall survive the
termination or expiration of this Agreement.
Section 5.10 Regulation AB Compliance; Intent of Parties;
Reasonableness.
The parties hereto acknowledge that interpretations 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 asset-backed securities markets, advice of counsel, or otherwise, and
agree to comply with requests made by the Depositor or the Master Servicer in
good faith for delivery of information under these provisions on the basis of
evolving interpretations of Regulation AB. In connection with the Trust, the
parties hereto shall cooperate fully with the Master Servicer and the Depositor
to deliver to the Master Servicer and/or the Depositor (including its assignees
or designees), any and all statements, reports, certifications, records and any
other information available to such party and reasonably necessary in the good
faith determination of the Depositor or the Master Servicer to permit the
Depositor or the Master Servicer to comply with the provisions of Regulation AB,
together with such disclosures reasonably believed by the Depositor or the
Master Servicer to be necessary in order to effect such compliance.
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized, all
as of the day and year first above written.
XXXXX FARGO BANK, N.A.
By:
--------------------------------------------
Name:
Title:
[NAME OF PURCHASER]
By:
--------------------------------------------
Name:
Title:
EXHIBIT A
PURCHASER INFORMATION
(A) the Purchaser's form of organization;
(B) a description of how long the Purchaser has been servicing residential
mortgage loans; a general discussion of the Purchaser's experience in servicing
assets of any type as well as a more detailed discussion of the Purchaser's
experience in, and procedures for, the servicing function it will perform under
the Agreement; information regarding the size, composition and growth of the
Purchaser's portfolio of residential mortgage loans of a type similar to the
Mortgage Loans and information on factors related to the Purchaser that may be
material, in the good faith judgment of the Master Servicer or the Depositor, to
any analysis of the servicing of the Mortgage Loans or the related asset-backed
securities, as applicable, including, without limitation:
(1) whether any prior securitizations of mortgage loans of a type
similar to the Mortgage Loans involving the Purchaser have defaulted or
experienced an early amortization or other performance triggering event
because of servicing during the three-year period immediately preceding
the date of engagement of the Purchaser;
(2) the extent of outsourcing the Purchaser utilizes;
(3) whether there has been previous disclosure of material
noncompliance with the applicable servicing criteria with respect to
securitizations of residential mortgage loans involving the Purchaser as a
servicer during the three-year period immediately preceding the date of
engagement of the Purchaser;
(4) whether the Purchaser has been terminated as servicer in a
residential mortgage loan securitization, either due to a servicing
default or to application of a servicing performance test or trigger; and
(5) such other information as the Master Servicer or the Depositor
may reasonably request for the purpose of compliance with Item 1108(b)(2)
of Regulation AB;
(C) a description of any material changes during the three-year period
immediately preceding the date of engagement of the Purchaser to the Purchaser's
policies or procedures with respect to the servicing function it will perform
under the Agreement for mortgage loans of a type similar to the Mortgage Loans;
(D) information regarding the Purchaser's financial condition, to the
extent that there is a material risk that an adverse financial event or
circumstance involving the Purchaser could have a material adverse effect on the
performance by the Purchaser of its servicing obligations under the Agreement;
(E) information regarding advances made by the Purchaser on the Mortgage
Loans and the Purchaser's overall servicing portfolio of residential mortgage
loans for the three-year period immediately preceding the date of engagement of
the Purchaser, which may be limited to a statement by an authorized officer of
the Purchaser to the effect that the Purchaser has made all advances required to
be made on residential mortgage loans serviced by it during such period, or, if
such statement would not be accurate, information regarding the percentage and
type of advances not made as required, and the reasons for such failure to
advance;
(F) a description of the Purchaser's processes and procedures designed to
address any special or unique factors involved in servicing loans of a similar
type as the Mortgage Loans;
(G) a description of the Purchaser's processes for handling delinquencies,
losses, bankruptcies and recoveries, such as through liquidation of mortgaged
properties, sale of defaulted mortgage loans or workouts; and
(H) information as to how the Purchaser defines or determines
delinquencies and charge-offs, including the effect of any grace period,
re-aging, restructuring, partial payments considered current or other practices
with respect to delinquency and loss experience.
EXHIBIT N
FORM OF INITIAL CERTIFICATION OF THE CUSTODIAN
July 25, 2007
Xxxxx Fargo Asset Securities Corporation
0000 Xxx Xxxxxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Attn: Corporate Trust Services WFALT 2007-PA4
HSBC Bank USA, National Association
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx Xxxxxxx
Re: The Pooling and Servicing Agreement, dated July 25, 2007, among
Xxxxx Fargo Asset Securities Corporation, as Depositor, Xxxxx Fargo
Bank, N.A., as Master Servicer, and HSBC Bank USA, National
Association, as Trustee, relating to the Xxxxx Fargo Asset
Securities Corporation; Mortgage Asset-Backed Pass-Through
Certificates, Series 2007-PA4.
--------------------------------------------------------------------
Ladies and Gentlemen:
In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the
undersigned, as Custodian on behalf of the Trustee, hereby certifies that,
except as specified in any list of exceptions attached hereto, it has received
the original Mortgage Note relating to each of the Mortgage Loans listed on the
Mortgage Loan Schedule.
The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement in connection with this initial certification.
The Custodian makes no representations as to: (i) the validity, legality,
sufficiency, enforceability, recordability or genuineness of any of the
documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
XXXXX FARGO BANK, N.A.,
as Custodian on behalf of the Trustee
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
EXHIBIT O
FORM OF FINAL CERTIFICATION OF THE CUSTODIAN
[---------- --, ----]
Xxxxx Fargo Asset Securities Corporation
0000 Xxx Xxxxxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Attn: Corporate Trust Services WFALT 2007-PA4
HSBC Bank USA, National Association
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx Xxxxxxx
Re: The Pooling and Servicing Agreement, dated July 25, 2007,
among Xxxxx Fargo Asset Securities Corporation, as Depositor,
Xxxxx Fargo Bank, N.A., as Master Servicer, and HSBC Bank
USA, National Association, as Trustee, relating to the Xxxxx
Fargo Asset Securities Corporation; Mortgage Asset-Backed
Pass-Through Certificates, Series 2007-PA4.
---------------------------------------------------------------
Ladies and Gentlemen:
In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the
undersigned, as Custodian on behalf of the Trustee, hereby certifies that, as to
each Mortgage Loan listed in the Mortgage Loan Schedule, except as may be
specified in any list of exceptions attached hereto, such Mortgage File contains
all of the items required to be delivered pursuant to Section 2.01 of the
Pooling and Servicing Agreement.
The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement in connection with this final certification. The
Custodian makes no representations as to: (i) the validity, legality,
sufficiency, enforceability, recordability or genuineness of any of the
documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
XXXXX FARGO BANK, N.A.,
as Custodian on behalf of the Trustee
By:
---------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
EXHIBIT P
FORM OF XXXXXXXX-XXXXX CERTIFICATION
Xxxxx Fargo Asset Securities Corporation
Mortgage Asset-Backed Pass-Through Certificates,
Series 2007-PA4
I, [________], certify that:
1. I have reviewed this report on Form 10-K and all reports on Form 10-D
required to be filed in respect of the period covered by this report on Form
10-K of the Xxxxx Fargo Asset Securities Corporation, Mortgage Asset-Backed
Pass-Through Certificates, Series 2007-PA4 Trust (the "Exchange Act Periodic
Reports");
2. Based on my knowledge, the Exchange Act Periodic Reports, taken as a
whole, do not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period covered by
this report is included in the Exchange Act Periodic Reports;
4. I am responsible for reviewing the activities performed by the Master
Servicer and based upon my knowledge and the compliance review conducted in
preparing the servicer compliance statement required in this report under Item
1123 of Regulation AB, and except as disclosed in the Exchange Act Periodic
Reports, the Master Servicer has fulfilled its obligations under the pooling and
servicing agreement, dated July 25, 2007, among Xxxxx Fargo Asset Securities
Corporation, as depositor, Xxxxx Fargo Bank, N.A., as master servicer, and HSBC
Bank USA, National Association, as trustee, in all material respects; and
5. All of the reports on assessment of compliance with the servicing
criteria for asset-backed securities and their related attestation reports on
assessment of compliance with servicing criteria for asset-backed securities
required to be included in this report in accordance with Item 1122 of
Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an
exhibit to this report, except as otherwise disclosed in this report. Any
material instances of noncompliance described in such reports have been
disclosed in this report on Form 10-K.
[The following is included only for a transaction where there are
Servicers other than Xxxxx Fargo Bank: In giving the certifications above, I
have reasonably relied on information provided to me by the following
unaffiliated parties: [Name of Servicers other than Xxxxx Fargo Bank], as
Servicer.]
Date: [_____]
By:
--------------------------------------
Name:
Title:
EXHIBIT Q
Schedule of Pledged Asset Mortgage Loans
WFALT
WFALT 2007-PA4 EXHIBIT Q Schedule of Pledged Asset Mortgage Loans
GROUP 3 - 5 YEAR ARM RATE LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi)
---------- ------------ ----- ----- -------- -------- -------- --------- -------- --------- ----------- ------ -------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE LTV SUBSIDY
---------- ------------ ----- ----- -------- -------- -------- --------- -------- --------- ----------- ------ -------
0170402051 XXXXX XX 00000 SFD 6.375 6.115 $1,500.78 360 1-Jun-37 $282,500.00 100.00
$282,500.00
(i) (xii) (xiii) (xiv) (xv) (xvi) (xvii) (xviii) (xix) (xx) (xxi)
---------- --------- -------- --------- -------- --------- -------- ---------- ------- ---------- ----------------------
MORTGAGE
MORTGAGE MORTGAGE MASTER NEXT MORTGAGE LOAN
LOAN INSURANCE SERVICE SERVICE GROSS PERIODIC ADJUSTMENT RATE LOAN SERVICER
NUMBER CODE FEE FEE INDEX MARGIN CAP DATE CEILING TYPE NAME
---------- --------- -------- --------- -------- --------- -------- ---------- ------- ---------- ----------------------
0170402051 0.250 0.010 1CM 2.750 2.000 1-Jun-12 11.375 1 XXXXX FARGO BANK, N.A.
COUNT: 1
WAC: 6.3750000000
WALTV: 100.0000000000
WAM: 360.0000000000
EXHIBIT R
Servicing Criteria to be Addressed in Assessment of Compliance
-----------------------------------------------------------------------------------------------------------
SERVICING CRITERIA APPLICABLE SERVICING CRITERIA
-----------------------------------------------------------------------------------------------------------
Reference Criteria Master Trustee Servicers Custodian
Servicer
-----------------------------------------------------------------------------------------------------------
General Servicing Considerations
-----------------------------------------------------------------------------------------------------------
1122(d)(1)(i) Policies and procedures are instituted to X X(1) X
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 are X X
outsourced to third parties, policies and
procedures are instituted to monitor the third
party's performance and compliance with such
servicing activities.
-----------------------------------------------------------------------------------------------------------
1122(d)(1)(iii) Any requirements in the transaction agreements
to maintain a back-up servicer for the
mortgage loans are maintained.
-----------------------------------------------------------------------------------------------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions X X X X
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 mortgage loans are deposited into X X
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.
-----------------------------------------------------------------------------------------------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf X X
of an obligor or to an investor are made only
by authorized personnel.
-----------------------------------------------------------------------------------------------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding X X (2) X
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 agreements.
-----------------------------------------------------------------------------------------------------------
1122(d)(2)(iv) The related accounts for the transaction, such
as cash reserve accounts or accounts
established as a form of
overcollateralization, are separately X X
maintained (e.g., with respect to commingling
of cash) as set forth in the transaction
agreements.
-----------------------------------------------------------------------------------------------------------
1122(d)(2)(v) Each custodial account is maintained at a X X
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 Act.
-----------------------------------------------------------------------------------------------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to X X
prevent unauthorized access.
-----------------------------------------------------------------------------------------------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly X X
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 to be X X
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 mortgage loans serviced
by the Servicer.
-----------------------------------------------------------------------------------------------------------
1122(d)(3)(ii) Amounts due to investors are allocated and X X
remitted in accordance with timeframes,
distribution priority and other terms set
forth in the transaction agreements.
-----------------------------------------------------------------------------------------------------------
1122(d)(3)(iii) Disbursements made to an investor are posted
within two business days to the Servicer's
investor records, or such other number of days X X
specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------
1122(d)(3)(iv) Amounts remitted to investors per the investor
reports agree with cancelled checks, or other X X
form of payment, or custodial bank statements.
-----------------------------------------------------------------------------------------------------------
Pool Asset Administration
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(i) Collateral or security on mortgage loans is X X X
maintained as required by the transaction
agreements or related mortgage loan documents.
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(ii) Mortgage loan and related documents are
safeguarded as required by the transaction X X
agreements
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(iii) Any additions, removals or substitutions to X X X
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 mortgage loans, including any X
payoffs, made in accordance with the related
mortgage loan 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
mortgage loan documents.
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage X
loans agree with the Servicer's records with
respect to an obligor's unpaid principal
balance.
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(vi) Changes with respect to the terms or status of X X
an obligor's mortgage loans (e.g., loan
modifications or re-agings) are made, reviewed
and approved by authorized personnel in
accordance with the transaction agreements and
related pool asset documents.
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., X X
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 agreements.
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(viii) Records documenting collection efforts are X
maintained during the period a mortgage loan
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 mortgage
loans 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 of X
return for mortgage loans with variable rates
are computed based on the related mortgage
loan documents.
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(x) Regarding any funds held in trust for an X
obligor (such as escrow accounts): (A) such
funds are analyzed, in accordance with the
obligor's mortgage loan 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 mortgage loan
documents and state laws; and (C) such funds
are returned to the obligor within 30 calendar
days of full repayment of the related mortgage
loans, or such other number of days specified
in the transaction agreements.
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as X
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 transaction agreements.
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(xii) Any late payment penalties in connection with X
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
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, X
or such other number of days specified in the
transaction agreements.
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible X X
accounts are recognized and recorded in
accordance with the transaction agreements.
-----------------------------------------------------------------------------------------------------------
122(d)(4)(xv) Any external enhancement or other support, X(3)
identified in Item 1114(a)(1) through (3) or
Item 1115 of Regulation AB, is maintained as
X(3)1122(d)(4)(xv) set forth in the
transaction agreements.
-----------------------------------------------------------------------------------------------------------
[_______________________]
Date: _________________________
By:_____________________________
Name:
Title:
(1) This Servicing Criterion applies to the Trustee with respect to Events of
Default as set forth in the Pooling and Servicing Agreement.
(2) This Servicing Criterion applies to the Trustee if the Trustee was
required during the preceding calendar year to make an Advance in
accordance with Section 8.14 of the Pooling and Servicing Agreement.
(3) This Servicing Criterion applies to the Master Servicer only for
transactions that contain any external credit enhancement or other support
identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB.
EXHIBIT S
Additional Form 10-D Disclosure
-------------------------------------------------------------------------------
Item on Form 10-D Party Responsible
-------------------------------------------------------------------------------
Item 1: Distribution and Pool Master Servicer, Depositor
Performance Information
Any information required by 1121
which is NOT included on the
Distribution Date Statement
-------------------------------------------------------------------------------
Item 2: Legal Proceedings per Item (i) All parties to the Pooling
1117 of Reg AB and Servicing Agreement, the
Custodian, each Servicer and, if
applicable the Special Servicer (as
to themselves), (ii) the Master
Servicer as to the issuing entity,
(iii) the Depositor as to the
sponsor, any 1110(b) originator, any
1100(d)(1) party
-------------------------------------------------------------------------------
Item 3: Sale of Securities and Use of Depositor
Proceeds
-------------------------------------------------------------------------------
Item 4: Defaults Upon Senior Securities Master Servicer
-------------------------------------------------------------------------------
Item 5: Submission of Matters to a Master Servicer, Trustee
Vote of Security Holders
-------------------------------------------------------------------------------
Item 6: Significant Obligors of Pool Depositor, if applicable
Assets
-------------------------------------------------------------------------------
Item 7: Significant Enhancement Depositor, if applicable
Provider Information
-------------------------------------------------------------------------------
Item 8: Other Information Any party responsible for
disclosure items on Form 8-K
-------------------------------------------------------------------------------
Item 9: Exhibits Depositor, Master Servicer
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
EXHIBIT T
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 Master Servicer
Schedules
Depositor
-------------------------------------------------------------------------------
Additional Item: (i) All parties to the Pooling
and Servicing Agreement, the
Custodian, each Servicer and, if
applicable the Special Servicer
Disclosure per Item 1117 of Reg AB (as to themselves), (ii) the
Master Servicer as to the
issuing entity, (iii) the
Depositor as to the sponsor, any
1110(b) originator, any
1100(d)(1) party
-------------------------------------------------------------------------------
Additional Item: (i) All parties to the Pooling
and Servicing Agreement, the
Disclosure per Item 1119 of Reg AB Custodian, each Servicer and, if
applicable the Special Servicer
(as to themselves), (ii) the
Master Servicer as to the
issuing entity, (iii) the
Depositor as to the sponsor, any
1110(b) originator, any
1100(d)(1) party, any
significant obligor, any credit
enhancement provider or
derivative counterparty
-------------------------------------------------------------------------------
Additional Item: Depositor, if applicable
Disclosure per Item 1112(b) of Reg AB
-------------------------------------------------------------------------------
Additional Item: Depositor, if applicable
Disclosure per Items 1114(b) and
1115(b) of Reg AB
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
EXHIBIT U
Form 8-K Disclosure Information
-------------------------------------------------------------------------------
Item on Form 8-K Party Responsible
-------------------------------------------------------------------------------
Item 1.01- Entry into a Material All parties to the Pooling and
Definitive Agreement Servicing Agreement, each
Servicer, the Custodian and, if
applicable, the Special Servicer,
as to each agreement to which it is
a party
-------------------------------------------------------------------------------
Item 1.02- Termination of a Material All parties to the Pooling and
Definitive Agreement Servicing Agreement, each
Servicer, the Custodian and, if
applicable, the Special Servicer,
as to each agreement to which it is
a party
-------------------------------------------------------------------------------
Item 1.03- Bankruptcy or Receivership (i) Depositor, as to itself, the
sponsor, any 1100(d)(1) party,
any significant obligor, any
credit enhancement provider or
derivative counterparty and any
other transaction party, to the
extent known to the Depositor,
(ii) Trustee, as to itself,
(iii) each Servicer as to
itself, (iv) Master Servicer, as
to itself and any other
transaction party, to the extent
known to the Master Servicer
-------------------------------------------------------------------------------
Item 2.04- Triggering Events that Master Servicer
Accelerate or Increase a
Direct Financial Obligation
or an Obligation under an
Off-Balance Sheet Arrangement
-------------------------------------------------------------------------------
Item 3.03- Material Modification to Master Servicer
Rights of Security Holders
-------------------------------------------------------------------------------
Item 5.03- Amendments of Articles of Master Servicer
Incorporation or Bylaws;
Change of Fiscal Year
-------------------------------------------------------------------------------
Item 6.01- ABS Informational and Depositor
Computational Material
-------------------------------------------------------------------------------
Item 6.02- Change of Servicer or Servicer, Master Servicer
Master Servicer
-------------------------------------------------------------------------------
Item 6.03- Change in Credit Depositor/Master Servicer
Enhancement or External
Support
-------------------------------------------------------------------------------
Item 6.04- Failure to Make a Required Master Servicer
Distribution
-------------------------------------------------------------------------------
Item 6.05- Securities Act Updating Depositor
Disclosure
-------------------------------------------------------------------------------
Item 7.01- Reg FD Disclosure Depositor
-------------------------------------------------------------------------------
Item 8.01- Other Events Depositor, Master Servicer
-------------------------------------------------------------------------------
Item 9.01 Depositor, Master Servicer
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
EXHIBIT V
Additional Disclosure Notification
**SEND VIA FAX TO 000-000-0000 AND VIA EMAIL TO
XXX.XXX.XXXXXXXXXXXXX@XXXXXXXXXX.XXX AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**
Xxxxx Fargo Bank, N.A., as Master Servicer
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attn: Corporate Trust Services- WFALT 2007-PA4--SEC REPORT PROCESSING
RE:**[Additional Form [10-D][10-K] Disclosure][Form 8-K Disclosure
Information]** Required
Ladies and Gentlemen:
In accordance with Section [ ] of the Pooling and Servicing
Agreement, dated as of July 25, 2007, among Xxxxx Fargo Asset Securities
Corporation, as depositor, Xxxxx Fargo Bank, N.A., as master servicer, and HSBC
Bank USA, National Association, as 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] Disclosure][Form 8-K Disclosure
Information]:
List of any Attachments hereto to be included in the Additional Form
[10-D][10-K] Disclosure][Form 8-K Disclosure Information]:
Any inquiries related to this notification should be directed to [ ],
phone number: [ ]; email address: [ ].
[NAME OF PARTY],
as [role]
By:
-----------------------------
Name:
Title:
